DRS/A

Amendment No. 6 to Draft Registration Statement, as confidentially submitted to the Securities and Exchange Commission on April 26, 2022. This Draft Registration Statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

Registration No. 333-     ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Sedibelo Platinum Mines Limited

(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant’s name into English)

Island of Guernsey	1099	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

Sedibelo Platinum Mines Limited
Oak House, Hirzel Street
St Peter Port, Guernsey, GY1 3RH
+44 (0) 1481 740521

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(212) 947-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Andrew Weisberg, Esq.
Oliver Wright, Esq.
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020-1095
Tel: (212) 819 8200
Fax: (212) 354 8113 Gary Felthun, Esq.
Craig Atkinson, Esq.
White & Case LLP
Katherine Towers, 1st Floor
1 Park Lane, Wierda Valley
2196 Sandton, Johannesburg
Republic of South Africa
Tel: + 27 11 341 4000
Fax: + 27 11 327 1900 Michael Kaplan, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Tel: (212) 450 4000
Fax: (212) 701 5800 Reuven Young, Esq.
Davis Polk & Wardwell London LLP
5 Aldermanbury Square
London
United Kingdom
EC2V 7HR
Tel: +44 20 7418 1300
Fax: +44 20 7418 1400 Ezra Davids, Esq.
Ryan Wessels, Esq.
Bowman Gilfillan, Inc.
11 Alice Lane, Sandton
Johannesburg
Republic of South Africa,
2196
Tel: +27 11 669 9320
Fax: +27 11 669 9111

Approximate date of commencement of proposed sale to the public: As soon as practicable after effectiveness of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company. ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price(1)(2)		Amount of registration fee
Ordinary Shares, no par value per share	​	US$	​	US$

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2)

Includes shares granted pursuant to the underwriters’ option to purchase additional shares. See “Underwriting.”

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED            , 2022

PRELIMINARY PROSPECTUS

            Ordinary Shares

Sedibelo Platinum Mines Limited

(a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey)

This is an initial public offering of             ordinary shares, no par value, of Sedibelo Platinum Mines Limited. We are offering             ordinary shares, and the selling shareholders identified in this prospectus are offering an additional             ordinary shares. We will not receive any proceeds from the sale of ordinary shares by the selling shareholders.

No public market currently exists for our ordinary shares. We intend to apply to have our ordinary shares listed on the New York Stock Exchange (“NYSE”) under the symbol “SPML” and an inward secondary listing on the Main Board of the securities exchange operated by JSE Limited (the “JSE”) under the symbol “      .” This prospectus also comprises a pre-listing statement prepared in accordance with the applicable JSE Listings Requirements and is subject to approval by the JSE.

In South Africa, this pre-listing statement is only being made available to persons falling within the exemptions set out in sections 96(1)(a) and 96(1)(b) of the South African Companies Act (“Qualifying Investors”). Should any person who is not a Qualifying Investor receive this pre-listing statement, they should not and will not be entitled to acquire or subscribe for any shares or otherwise act thereon. This pre-listing statement does not, nor is it intended to, constitute a prospectus prepared and registered under the South African Companies Act. Accordingly, this pre-listing statement does not comply with the substance and form requirements for prospectuses set out in the South African Companies Act and the South African Companies Regulations of 2011 and has not been approved by, and/or registered with, the Companies and Intellectual Property Commission. Information made available in this pre-listing statement should not be considered as “advice” as defined in the South African Financial Advisory and Intermediary Services Act No 37 of 2002, and nothing in this pre-listing statement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa.

The estimated initial public offering price of the ordinary shares is between US$       and US$       per ordinary share, which is equivalent to between R           and R             per ordinary share, respectively, based on the                  , 2022 exchange rate of R             to US$1.00 published by The Standard Bank of South Africa.

We are an “emerging growth company” under the U.S. federal securities laws as that term is used in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) and, as a result, we have elected to comply with certain reduced public company disclosure and reporting requirements.

Investing in our ordinary shares involves risks. See “Risk Factors” beginning on page 24 of this prospectus.

​	Per Ordinary Share			Total
Initial public offering price	​	US$		​	US$
Underwriting discounts and commissions(1)	​	US$		​	US$
Proceeds, before expenses, to us(2)	​	US$		​	US$
Proceeds, before expenses, to the selling shareholders(2)	​	US$		​	US$	​

(1)

See “Underwriting” for a description of compensation payable to the underwriters in this offering.

(2)

Assumes no exercise of the underwriters’ over-allotment option.

We and the selling shareholders have granted the underwriters an option to purchase up to                   additional ordinary shares within 30 days from the date of this prospectus, at the initial public offering price, less underwriting discounts and commissions.

Neither the U.S. Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the ordinary shares to the purchasers on or about            , 2022.

Evercore ISI

The date of this prospectus is                  , 2022.

TABLE OF CONTENTS

Glossary of Terms	iii
Presentation of Financial and Other Information	xiii
Cautionary Note Regarding Forward-Looking Statements	xvi
Cautionary Note Regarding Mineral Reserves and Mineral Resources	xviii
Prospectus Summary	1
Risk Factors	24
Use of Proceeds	72
Dividend Policy	73
Capitalization	74
Dilution	76
Exchange Rates	78
Management’s Discussion and Analysis of Financial Condition and Results of Operations	79
Industry Overview	110
Business	131
Description of Projects	152
Regulatory Overview	193
Management	210
Principal and Selling Shareholders	219
Related Party Transactions	223
Description of Share Capital	232
Shares Eligible for Future Sale	247
Taxation	248
Underwriting	256
Expenses of the Offering	263
Legal Matters	264
Experts	264
Enforceability of Civil Liabilities	265
Where You Can Find Additional Information	267
Index to Financial Statements	F-1

Unless otherwise indicated or the context otherwise requires, all references in this prospectus to: (1) “Sedibelo,” “SPM” and the “Company” are to Sedibelo Platinum Mines Limited, a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey with company registration number 54400; (2) the “Group,” “we,” “our,” “ours,” “us” or similar terms are to Sedibelo together with its consolidated subsidiaries, and may also include references to our 50% joint venture Kelltech Limited and its subsidiaries, as the context requires; and (3) “ordinary shares” are to ordinary shares of Sedibelo, no par value.

None of us, or the underwriters, or any of their respective agents, have authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we may have referred you. None of us, or the underwriters, or any of their respective agents, take responsibility for, and can provide any assurance as to the reliability of, any other information that others may give you. None of us, or the underwriters, or any of their respective agents, have authorized any other person to provide you with different or additional information. None of us, or the

i

underwriters, or any of their respective agents, are making an offer to sell our ordinary shares in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of our ordinary shares. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus.

For investors outside the United States: None of us, or the underwriters, or any of their respective agents, have done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus or any such free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of our ordinary shares and the distribution of this prospectus or any such free writing prospectus outside the United States and in their jurisdiction.

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GLOSSARY OF TERMS

The following is a glossary of certain terms used in this prospectus.

General

•

“ANC” means the African National Congress.

•

“Bakgatla” means the Bakgatla Ba Kgafela Tribe, a universitas personarum, being a traditional community and tribe established according to indigenous custom in South Africa, with full contractual capacity. Bakgatla is one of our principal shareholders. For more information, see “Principal and Selling Shareholders.”

•

“Companies Law” means the Companies (Guernsey) Law, 2008 (as amended from time to time).

•

“COVID-19” mean the coronavirus disease 2019, an illness caused by a novel coronavirus called severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2; formerly called 2019-nCoV) which was declared a global pandemic by the World Health Organization (WHO) on March 11, 2020.

•

“CRU” means CRU International Limited, a company that provides business intelligence on the global metals, mining and fertilizer industries through market analysis, price assessments, consultancy and events.

•

“CRU Report” means the PGMs and chrome market study report dated July 5, 2021, as amended, prepared by CRU and commissioned by us.

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“DTC” means The Depository Trust Company.

•

“Eskom” means Eskom Holdings Limited, a state-owned electricity utility company, registered in and incorporated under the laws of South Africa.

•

“EU” means the European Union.

•

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

•

“FMA” means the South African Financial Markets Act No. 19 of 2012 (as amended from time to time).

•

“Governing Documents” means the Company’s memorandum of incorporation and amended and restated articles of incorporation.

•

“IASB” means the International Accounting Standards Board.

•

“IDC” means The Industrial Development Corporation of South Africa Limited, a corporation registered in and incorporated under the laws of South Africa and established under Section 2 of the South African Industrial Development Corporation Act 1940. IDC is a self-financing national development finance institution that is fully owned by the South African government. IDC is one of our principal shareholders and co-shareholder in Kellplant. For more information, see “Principal and Selling Shareholders.”

•

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board.

•

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012 (as amended from time to time).

•

“JSE” means JSE Limited, a public company incorporated and registered under the laws of South Africa and licensed as an exchange under the FMA, and which does business as the “JSE” or the “Johannesburg Stock Exchange.”

•

“JSE Listings Requirements” means the Listings Requirements of the JSE, published under the FMA.

•

“Lifezone” means Lifezone Limited, a private company limited by shares, registered and incorporated in Isle of Man. Lifezone is the developer and owner of the Kell Process Technology and holds a 50% interest in Kelltech. The remaining 50% interest in Kelltech is held by us.

iii

•

“National Assembly” means the lower house of the Parliament of South Africa, established in accordance with Chapter 4 of the South African Constitution.

•

“NYSE” means the New York Stock Exchange.

•

“Over-allotment option” means the option that we and the selling shareholders have granted to the underwriters to purchase up to                 additional ordinary shares within 30 days from the date of this prospectus, at the initial public offering price, less underwriting discounts and commissions.

•

“Pallinghurst Ivy Lane” means Pallinghurst Ivy Lane Capital S.à r.l., a private company limited by shares, registered in and incorporated under the laws of Luxembourg. Pallinghurst Ivy Lane is a former shareholder of the Company. In December 2021, Pallinghurst Ivy Lane distributed all of the ordinary shares of the Company held by it to its shareholders and, as a result, ceased to be a shareholder of the Company.

•

“Reverse Share Split” means the           -to-one reverse share split that we plan to implement in connection with this offering, effective upon the pricing of our initial public offering. Unless otherwise indicated, all information contained in this prospectus assumes the implementation and effectiveness of the Reverse Share Split, applied on a pro forma basis to all of the related figures in this prospectus, except for the figures in our financial statements, given that the Reverse Share Split will take place after the date of the most recent financial statements included in the prospectus.

•

“RPM” means Rustenburg Platinum Mines Limited, a limited liability public company, registered in and incorporated under the laws of South Africa. RPM is one of our principal shareholders. For more information, see “Principal and Selling Shareholders.”

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“SAMREC Code” means the South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves (The SAMREC Code), 2016 Edition, compiled by the Working Group of the SSC Committee under the joint auspices of the Southern African Institute of Mining and Metallurgy (SAIMM) and the Geological Society of South Africa (GSSA).

•

“SARB” means the South African Reserve Bank.

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“Sarbanes-Oxley Act, means the United States Sarbanes-Oxley Act of 2002, as amended.

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“SEC” means the United States Securities and Exchange Commission.

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“Securities Act” means the United States Securities Act of 1933, as amended.

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“SFA (Oxford)” means SFA (Oxford) Limited, a commodity consultancy with expertise in future technologies and mobility. SFA (Oxford) provides market intelligence on battery raw materials and precious metals for industrial applications, clean automobiles and technologies for future smart cities, as well as on evolving jewelry trends and investment.

•

“SFA (Oxford) Report” means the cost curve benchmarking report dated November 2021 prepared by SFA (Oxford) and commissioned by us.

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“South Africa” means the Republic of South Africa.

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“South African Constitution” means the Constitution of South Africa, 1996 (as amended from time to time).

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“South African government” means the national government of South Africa from time to time.

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“South African rand,” “rand,” “ZAR” or “R” means the South African rand, the official currency of South Africa.

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“SRK Consulting” means SRK Consulting (South Africa) (Pty) Ltd., company that provides consulting services from exploration and operations through to mine closure.

•

“U.S. dollar,” “U.S. dollars,” “US$” or “USD” means the U.S. dollar, the official currency of the United States.

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Certain terms relating to our properties and operations

The following is a glossary of certain terms used in this prospectus applicable to our properties and operations, including certain technical terms used in this prospectus applicable to the mining industry.

•

“4E” means the following metals: platinum (Pt), palladium (Pd), rhodium (Rh) and gold (Au).

•

“6E” means the 4E metals plus iridium (Ir) and ruthenium (Ru).

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“Bushveld Complex” means the Bushveld Complex, a basin-shaped intrusion and geological region, internationally recognized for its PGM-bearing deposits, located in South Africa.

•

“Central Underground Block” means the ore body located in the Sedibelo Central region that we plan to mine using a shallow underground mine. For more information, see “Description of Projects — P-S-M Project.”

•

“concentrate” means any treatable product arising from the process of crushing, milling and flotation of ore produced in terms whereof PGMs and other metals, and waste, are treated in a concentrator complex before commencement of the smelting and precious metal and base metal refining process.

•

“East Pit” means the opencast PGM mine that we are developing in the Sedibelo Central region. For more information, see “Description of Projects — P-S-M Project.”

•

“East Underground Block” means the ore body located in the Sedibelo East and Magazynskraal regions that we plan to mine using a shallow underground mine. For more information, see “Description of Projects — P-S-M Project.”

•

“Eastern Limb” means the eastern limb of the Bushveld Complex.

•

“g/t” means grams per tonne.

•

“GHG” means greenhouse gas.

•

“IBMR” means Itereleng Bakgatla Mineral Resources (Proprietary) Limited, a limited liability private company, registered in and incorporated under the laws of South Africa. IBMR is a wholly-owned subsidiary of the Company. IBMR holds the mining right over the Wilgespruit property, which incorporates the East Pit, Central Underground Block and Sedibelo East part of the East Underground Block.

•

“IDC Loan” means the R500 million loan we received from the IDC in February 2018. Outstanding principal and accrued interest on the IDC Loan was repaid in full in June 2021. For more information, see “Related Party Transactions — Agreements with shareholders and affiliates — IDC Loan.”

•

“Impala” means Impala Platinum Holdings Limited, a limited liability private company, registered in and incorporated under the laws of South Africa.

•

“Impala Offtake Agreement” means the offtake agreement entered into between PPM and Impala on August 23, 2018, a summary of the principal terms of which is set out in “Business — Material agreements — Impala Offtake Agreement.”

•

“Indicated Mineral Resource” means that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing which is sufficient to assume geological and grade or quality continuity between points of observation.

•

“Inferred Mineral Resource” means that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve.

v

•

“Investec” means Investec Bank Limited, a limited liability public company, registered in and incorporated under the laws of South Africa.

•

“Investec Revolving Commodity Facility” means the revolving commodity facility available to us pursuant to the Investec Revolving Commodity Facility Agreement.

•

“Investec Revolving Commodity Facility Agreement” means the amended and restated revolving commodity facility agreement entered into between PPM, the Company and Investec dated March 31, 2017 (as amended from time to time), which has an aggregate facility limit of R900 million. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and capital resources — Indebtedness — Investec Revolving Commodity Facility Agreement.”

•

“Kell Process Technology” means a hydrometallurgical concentrate processing technology that Kelltech has exclusive license to use and to sublicense in the countries of the SADC region (excluding Comoros and Mauritius).

•

“Kellplant” means Kellplant Proprietary Limited, a limited liability private company, registered in and incorporated under the laws of South Africa. Kellplant is a wholly-owned subsidiary of KTSA. For more information, see “Prospectus Summary — Our corporate structure.”

•

“Kell Processing Plant” means the 110 ktpa concentrate processing plant that utilizes the Kell Process Technology to process concentrate from our mining operations as well as from third parties into PGM metals that Kellplant intends to develop.

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“Kelltech” means Kelltech Limited, a private company limited by shares, registered in and incorporated under the laws of Mauritius. We hold a 50% interest in Kelltech. The remaining 50% interest in Kelltech is held by Lifezone, the developer and owner of the Kell Process Technology. For more information, see “Prospectus Summary — Our corporate structure” and “Business — Investment in Kelltech.”

•

“koz” means thousand troy ounces.

•

“Kruidfontein” means the region encompassing the Kruidfontein farm, remainder and portions 1 and 2 of the Middelkuil farm and remainder and portions 1 and 2 of the Modderkuil farm. For more information, see “Description of Projects — Kruidfontein Project.”

•

“Kruidfontein farm” means the farm Kruidfontein 40JQ, located on the Western Limb.

•

“Kruidfontein Project” means our exploration stage PGM project to mine the Kruidfontein region. The Kruidfontein Project envisages production from an underground mine serviced by a twin vertical shaft system. For more information, see “Description of Projects — Kruidfontein Project.”

•

“Kruidfontein Technical Report Summary” means the Technical Report Summary relating to the Kruidfontein Project prepared for the Company and issued effective at December 31, 2021 by SRK Consulting.

•

“ktpa” means thousand tonnes per annum.

•

“ktpm” means thousand tonnes per month.

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“KTSA” means Kelltechnology South Africa (RF) Proprietary Limited, a limited liability private company, registered in and incorporated under the laws of South Africa. Kelltech holds a 66.66% interest in KTSA, with the remaining 33.33% interest being held by the IDC, a shareholder of the Company. For more information, see “Prospectus Summary — Our corporate structure.”

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“Lesetlheng Community” means the direct descendants of the 13 original occupiers of the Wilgespruit farm who constitute a community as contemplated in section 1 of the Interim Protection of Informal Land Rights Act 31 of 1996 (“IPILRA”) and whose members were recognised by the Constitutional Court of South Africa as holders of informal land rights held in terms if IPILRA in the Wilgespruit farm, in the courts judgment in the matter of Maledu and Others v Itereleng Bakgatla Minerals Resources Proprietary Limited dated October 25, 2018.

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“Magazynskraal” or “Magazynskraal farm” means the farm Magazynskraal 3 JQ. A portion of the East Underground Block is located in the Magazynskraal region. The remainder of the East

vi

Underground Block is located in the Sedibelo East region. For more information, see “Description of Projects — P-S-M Project.”

•

“mbs” means metres below surface.

•

“Measured Mineral Resource” means that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with confidence sufficient to allow the application of modifying factors to support detailed mine planning and final evaluation of the economic viability of the deposit.. Geological evidence is derived from detailed and reliable exploration, sampling and testing which is sufficient to confirm geological and grade or quality continuity between points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proved Mineral Reserve or a Probable Mineral Reserve.

•

“Merensky Reef” means the Merensky Reef, a layer of the Bushveld Complex.

•

“Middelkuil farm” means the farm Middelkuil 8JQ, located on the Western Limb.

•

“Mineral Reserve” means the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at pre-feasibility or feasibility level as appropriate that include applications of modifying factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which Mineral Reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different, such as for saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported.

•

“Mineral Resource” means a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such a form, grade or quality, and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling.

•

“Modderkuil farm” means the farm Modderkuil 39JQ, located on the Western Limb.

•

“Moz” means million troy ounces.

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“Mphahlele Project” means our development stage underground PGM project on the M’Phatlele farm, which is located on the northern part of the Eastern Limb. For more information, see “Description of Projects — Mphahlele Project.”

•

“M’Phatlele farm” means the farm Locatie van M’Phatlele 457KS, located on the Eastern Limb.

•

“Mphahlele Technical Report Summary” means the Technical Report Summary relating to the Mphahlele Project prepared for the Company and issued effective at December 31, 2021 by SRK Consulting.

•

“Mtpa” means million tonnes per annum.

•

“MW” means a million watts.

•

“ore” means that part of the mineralized horizon that can be economically extracted. It includes amounts of non-mineralized material that are in direct contact with the mineralized portion and which must, of necessity due to the mining method, also be removed in order to win the mineralization.

•

“PGM” means a platinum group metal. The six PGMs are ruthenium (Ru), rhodium (Rh), palladium (Pd), osmium (Os), iridium (Ir), and platinum (Pt).

•

“Pilanesberg Platinum Mine” means our PGM-producing open pit mine complex located on the Western Limb, primarily within the Tuschenkomst farm. For more information, see “Description of Projects — P-S-M Project.”

•

“PPM” means Pilanesberg Platinum Mines Proprietary Limited, a limited liability private company, registered in and incorporated under the laws of South Africa. PPM is a wholly-owned subsidiary of the Company. PPM holds the mining right over the area where the Pilanesberg Platinum Mine currently operates.

vii

•

“Probable Mineral Reserve” means the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. The confidence in the modifying factors applying to a Probable Mineral Reserve is lower than that applying to a Proved Mineral Reserve.

•

“Proved Mineral Reserve” means the economically mineable part of a Measured Mineral Resource. A Proved Mineral Reserve implies a high degree of confidence in the modifying factors.

•

“P-S-M Project” means all of our existing and planned mining activities on the Western Limb, excluding the Kruidfontein Project. The P-S-M Project envisages the integrated production from the existing and operational Pilanesberg Platinum Mine (West Pit) with planned production from the East Pit, Central Underground Block and East Underground Block, within the contiguous Tuschenkomst, Wilgespruit and Magazynskraal farms. For more information, see “Description of Projects — P-S-M Project.”

•

“P-S-M Technical Report Summary” means the Technical Report Summary relating to the P-S-M Project prepared for the Company and issued effective at December 31, 2021 by SRK Consulting.

•

“PUP Reef” means the Merensky Reef Potholed to Upper Pseudo Reef.

•

“Richtrau” means Richtrau No.123 (Proprietary) Limited, a limited liability private company, registered in and incorporated under the laws of South Africa. Richtrau is a wholly-owned subsidiary of the Company. Richtrau holds the mining right over Magazynskraal mining area.

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“RoM” means run-of-mine — usually ore produced from the mine for delivery to the processing plant.

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“SADC” means Southern African Development Community. Its member states comprise South Africa, Angola, Botswana, Comoros, Democratic Republic of Congo, Eswatini, Lesotho, Madagascar, Malawi, Mauritius, Mozambique, Namibia, Seychelles, Tanzania, Zambia and Zimbabwe.

•

“SADC License Area” means the countries of the SADC where Kelltech has exclusive license to use and sublicense the Kell Process Technology. The SADC License Area consists of all of the member states of the SADC, excluding Comoros and Mauritius.

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“Sedibelo Central” means the region of the Wilgespruit farm in which the East Pit and the Central Underground Block are located. For more information, see “Description of Projects — P-S-M Project.”

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“Sedibelo East” means the region of the Wilgespruit farm in which a portion of the East Underground Block is located. The remainder of the East Underground Block is located on the Magazynskraal farm. For more information, see “Description of Projects — P-S-M Project.”

•

“tailings” means the waste materials (residue) produced by a mineral processing facility after extraction of valuable materials.

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“Technical Report Summaries” means, collectively, the P-S-M Technical Report Summary, the Mphahlele Technical Report Summary and the Kruidfontein Technical Report Summary.

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“tonne” or “t” means a metric tonne, i.e. 1,000 kilograms.

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“Trafigura” means Trafigura Pte Ltd., a private limited company registered in and incorporated under the laws of Singapore.

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“Triple Crown Properties” means the mining areas of Sedibelo Central and East, Magazynskraal and Kruidfontein located on the Western Limb of the Bushveld Complex. The P-S-M Technical Report Summary includes the development of Sedibelo Central and East and Magazynskraal, but not Kruidfontein.

•

“Tuschenkomst farm” means the farm Tuschenkomst 135JP, located on the Western Limb.

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“UG2 Reef” means the Upper Group 2 Reef, a layer of the Bushveld Complex.

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“West Pit” means our operating opencast PGM mine on the Pilanesberg Platinum Mine complex. For more information, see “Description of Projects — P-S-M Project.”

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“Western Limb” means the western limb of the Bushveld Complex.

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•

“Wilgespruit farm” means the farm Wilgespruit 2JQ, located on the Western Limb.

South African regulatory terms

The following is a glossary of certain terms used in this prospectus applicable to South African mining, environmental, labor, land expropriation, exchange control and data protection legislation and regulations. For more information, see “Risk Factors” and “Regulatory Overview.”

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“2004 Mining Charter” means the mining charter published in the South African Government Gazette on August 13, 2004.

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“2010 Mining Charter” means the mining charter published in the South African Government Gazette on September 20, 2010.

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“2015 Financial Provisioning Regulations” means the Regulations pertaining to the Financial Provisions for Prospecting, Exploration, Mining or Production Operations, 2015, in terms of NEMA, published in the South African Government Gazette GNR 1147 of 20 November 2015.

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“2018 Mining Charter” means the mining charter published in the South African Government Gazette on September 27, 2018.

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“2021 Financial Provisioning Regulations” means the Proposed Regulations Pertaining to Financial Provisions for the Rehabilitation and Remediation of Environmental Damage caused by Reconnaissance, Prospecting, Exploration, Mining or Production Operations, August 27, 2021.

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“B-BBEE” means Broad-Based Black Economic Empowerment.

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“B-BBEE Act” means the Broad-Based Black Economic Empowerment Act No. 53 of 2013 (as amended from time to time).

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“B-BBEE Codes” means the B-BBEE Amended Codes of Good Practice, as published by the Minister of Trade and Industry from time to time.

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“BCEA” means the South African Basic Conditions of Employment Act No. 75 of 1997 (as amended from time to time).

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“BCEA Amendment Act” means the Basic Conditions of Employment Amendment Act No. 7 of 2018 (as amended from time to time).

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“Carbon Tax Act” means the South African Carbon Tax Act No. 15 of 2019 (as amended from time to time).

•

“CMA” means the Common Monetary Area consisting of South Africa, the Republic of Namibia, the Kingdom of Lesotho and the Kingdom of Eswatini.

•

“CO2e” means the carbon dioxide equivalent of a taxpayer’s greenhouse gas emissions.

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“COIDA” means the Compensation for Occupational Injuries and Diseases Act No. 130 of 1993 (as amended from time to time).

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“DFFE” means the South African Department of Forestry, Fisheries and the Environment.

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“DMRE” means the South African Department of Mineral Resources and Energy.

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“DWS” means the Department of Water and Sanitation.

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“Environmental Laws” means common law duties and rules, national, provincial and municipal legislation (including regulations and other subsidiary legislation), including the National Environmental Management Act 107 of 1998, specific environmental management Acts and other laws that are concerned with the protection or rehabilitation of the environment (as defined in NEMA), the use of natural resources (including land), and the maintenance of an environment conducive to human health and well-being;

•

“EA” means an Environmental Authorization.

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“EEA” means the South African Employment Equity Act No. 55 of 1998 (as amended from time to time).

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•

“EIA Regulations, 2014” means the Environmental Impact Assessment Regulations contained in GNR.982-985 of 4 December 2014 (as amended from time to time).

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“EMPr” means Environmental Management Programme Report.

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“Enforcement Committee” means the committee established by the Information Regulator to whom the Information Regulator submits complaints or other matters for consideration, a finding and a recommendation in respect of the proposed action to be taken by the Information Regulator against a person that has failed to comply with POPI;

•

“Environmental Minister” means the South African Minister of Forestry, Fisheries and the Environment.

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“Exchange Control Regulations” means the South African Exchange Control Regulations, 1961 (as amended from time to time) as promulgated in terms of section 9 of the South African Currency and Exchanges Act No. 9 of 1933.

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“Expropriation Act” means the South African Expropriation Act No. 63 of 1975 (as amended from time to time).

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“Expropriation Bill” means the South African Expropriation Bill 2019.

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“HDSAs” means historically disadvantaged South African persons or category of persons or community disadvantaged by unfair discrimination before the South African Constitution came into operation, as that term is defined in the Mining Charter, who are the beneficiaries of B-BBEE.

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“Immigration Act” means the South African Immigration Act No. 13 of 2002 (as amended from time to time).

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“Information Regulator” means the administrative authority created in terms of POPI that is responsible for administering and enforcing compliance with POPI.

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“Labour Laws Amendment Act” means the South African Labour Laws Amendment Act No. 10 of 2018 (as amended from time to time).

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“Labour Minister” means the South African Minister of Employment and Labour.

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“Land Reform (Labour Tenants) Act” means the South African Land Reform (Labour Tenants) Act No. 3 of 1996 (as amended from time to time).

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“Labour Relations Act” means the South African Labour Relations Amendment Act amended the Labour Relations Act No. 66 of 1995 (as amended from time to time).

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“Labour Tenant” as defined in the Land Reform (Labour Tenants) Act, means people who live or have the right to live on a farm, or had parents or grandparents who worked on a farm in return for living there.

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“MHSA” means the South African Mine Health and Safety Act No. 29 of 1996 (as amended from time to time).

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“MHSI” means the Mine Health and Safety Inspectorate, with the duty to enforce the MHSA and conduct investigations and inquiries into work-related injuries, fatalities and dangerous occurrences.

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“Minerals Act” means the South African Minerals Act No. 50 of 1991 (as amended from time to time).

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“Minerals Council” means the Minerals Council South Africa, a South African mining-industry employer organization previously known as the Chamber of Mines.

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“Mining Charter” means the Broad Based Socio Economic Empowerment Charter for the South African mining industry (together with the Charter Scorecard), published in terms of the provisions of section 100(2)(a) of the MPRDA (as amended from time to time).

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“Mining Codes” means the Codes of Good Practice for the Minerals Industry published (under General Notice 446 in Government Gazette 32167 of 29 April 2009) in terms of section 100(1)(b) of the MPRDA (as amended from time to time).

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•

“Minister of Finance” means the South African Minister of Finance.

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“Minister of Mineral Resources and Energy” means the South African Minister of Mineral Resources and Energy.

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“MPRDA” means the South African Mineral and Petroleum Resources Development Act No. 28 of 2002 (as amended from time to time).

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“MPRDA Regulations” means the regulations published (under General Notice R527 in Government Gazette 26275 of 23 April 2004) in terms of section 107 of the MPRDA (as amended from time to time).

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“MPRDB” means the Mineral and Petroleum Resources Development Amendment Bill, B15-2013, being the proposed amendment bill to the MPRDA.

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“MPTRO” means the South African Mining and Petroleum Titles Registration Office.

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“MWP” means a mining work program.

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“NEMA” means the South African National Environmental Management Act No. 107 of 1998 (as amended from time to time).

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“NEMA Amendment Act” means the South African National Environmental Management Laws Amendment Act, No. 25 of 2014 (as amended from time to time).

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“NEMAQA” means the South African National Environmental Management: Air Quality Act No. 39 of 2004 (as amended from time to time).

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“NEMBA” means the South African National Environmental Management: Biodiversity Act 10 of 2004 (as amended from time to time).

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“NEMLAA4” means the National Environmental Management Laws Amendment Bill (B14D-2017).

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“NEMWA” means the South African National Environmental Management: Waste Act No. 59 of 2008 (as amended from time to time).

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“NERSA” means the South African National Energy Regulator of South Africa.

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“NHRA” means the South African National Heritage Resources Act No. 25 of 1999 (as amended from time to time).

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“NMWA” means the South African National Minimum Wage Act No. 9 of 2018 (as amended from time to time).

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“NOMR” means New Order Mining Right.

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“NOPR” means New Order Prospecting Right.

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“NWA” means the South African National Water Act No. 36 of 1998 (as amended from time to time).

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“ODIMWA” means the South African Occupational Diseases Mines and Works Act No. 78 of 1973 (as amended from time to time).

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“OHSA” means the South African Occupational Health and Safety Act No. 85 of 1993 (as amended from time to time).

•

“POPI” means the South African Protection of Personal Information Act 4 of 2013 (as amended from time to time).

•

“Restitution of Land Rights Act” means the South African Restitution of Land Rights Act No. 22 of 1994 (as amended from time to time).

•

“Restitution of Land Rights Amendment Act” means the South African Restitution of Land Rights Amendment Act No. 15 of 2014 (as amended from time to time).

•

“Royalty Act” means the South African Mineral and Petroleum Resources Royalty Act No. 28 of 2008 (as amended from time to time).

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•

“Skills Development Act” means the South African Skills Development Act No. 97 of 1998 (as amended from time to time).

•

“SLP” means a social and labor plan.

•

“UIF” means the Unemployment Insurance Fund established in terms of the Unemployment Insurance Act.

•

“Unemployment Insurance Act” means the Unemployment Insurance Act No. 63 of 2001 (as amended from time to time).

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Financial statements

Our fiscal year ends on December 31. References in this prospectus to a fiscal year, such as “fiscal year 2021,” relate to our fiscal year ended on December 31 of that calendar year.

We present in this prospectus the Group’s audited consolidated financial statements as of and for the years ended December 31, 2021, 2020 and 2019, including the notes thereto, which we refer to herein as “our audited annual consolidated financial statements.”

Our audited annual consolidated financial statements were prepared in accordance with IFRS, as issued by the IASB. There could be significant differences between IFRS and generally accepted accounting principles in the United States of America (“U.S. GAAP”), as applied to us. We neither describe the differences between IFRS and U.S. GAAP nor reconcile our IFRS financial statements to U.S. GAAP. Accordingly, such information is not available to investors, and investors should consider this in making their investment decision.

Items included in the financial statements of each of the Group’s subsidiaries are measured using the currency of the primary economic environment in which the subsidiary operates (the “functional currency”). Our main operating subsidiaries’ functional currency is the South African rand. Our audited annual consolidated financial statements are presented in U.S. dollars (the “presentation currency”). The results and financial position of all the entities that have a functional currency different from the presentation currency are translated as follows:

•

assets and liabilities are translated at the closing rate at the applicable reporting date;

•

income and expenses are translated at the average exchange rate for the applicable period (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions);

•

equity transactions are translated using the exchange rate at the date of the transaction; and

•

all resulting exchange differences are recognized as a separate component of equity.

On consolidation, exchange differences arising from the translation from the functional currency to the presentation currency are recognized in other comprehensive income.

EBITDA

We define EBITDA (earnings before interest, taxation, depreciation and amortization) as profit (loss) for the year, adjusted for income tax (credit) expense, depreciation and amortization and net finance costs.

EBITDA is also disclosed in our audited annual consolidated financial statements, as management and the Chief Operating Decision Maker (CODM) use this measure in evaluating the operating performance of the Company’s single operating segment, which is the mining operations in South Africa. The reconciliation of EBITDA to consolidated profit (loss) for the year is included in note 20 to our audited annual consolidated financial statements, as well as in the section “Prospectus Summary — Summary consolidated financial and other data.”

Headline earnings per share

Headline earnings per share (“HEPS”) has been calculated and disclosed in accordance with the JSE Listings Requirements, and in terms of circular 1/​2021 issued by the South African Institute of Chartered Accountants (SAICA). Disclosure of HEPS is not a requirement of IFRS, but it is a commonly used measure of earnings per share in South Africa that is more closely aligned to the operating activities of the entity. HEPS is calculated as headline earnings, which consists of profit (loss) after tax attributable to ordinary equity holders adjusted for amounts recognized in profit or loss relating to any change (whether realized or unrealized) in the carrying amount of an asset or liability that arose after the initial recognition of such asset

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or liability (all net of related tax and non-controlling interests) as defined in circular 1/​2021, divided by the weighted average number of ordinary shares in issue during the year.

As discussed above, HEPS is required to be disclosed in our audited annual consolidated financial statements pursuant to the JSE Listings Requirements. Accordingly, it is not considered to be non-IFRS measures, in accordance with item 10 (e)(5) of Regulation S-K.

For a reconciliation of a reconciliation of headline earnings (loss) to profit (loss) for the year attributable to owners of the Company, see “Prospectus Summary — Summary consolidated financial and other data.”

Non-IFRS financial measures

We have disclosed certain non-IFRS financial measures in this prospectus, including Adjusted EBITDA, net debt and cash cost of operations. These non-IFRS financial measures are used as measures of liquidity and performance by our management and should not be considered as measures of liquidity and financial performance in accordance with IFRS. You should only rely on non-IFRS financial measures in a supplemental manner when making your investment decision. There is no standard definition of non-IFRS financial measures, and our definitions of any such non-IFRS financial measures may not be comparable to those used by other companies.

Adjusted EBITDA

We define Adjusted EBITDA as EBITDA, excluding the impact of foreign exchange gain (loss) for the year, which relates to realized and unrealized foreign exchange rate variances recognized in the statement of profit (loss).

Adjusted EBITDA is presented as a supplemental financial measurement in the evaluation of our business. Because Adjusted EBITDA excludes certain non-cash charges and other items that we believe are not representative of our core business operations, we believe that the presentation of this financial measure helps investors to assess our operating performance from period to period and enhances understanding of our financial performance and highlights operational trends. This measure is widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies.

However, the measurement of Adjusted EBITDA in this prospectus may not be comparable to that of other companies in our industry, which limits its usefulness as a comparative measure. In addition, Adjusted EBITDA is not a measure required by or calculated in accordance with IFRS and should not be considered as a substitute for net profit (loss) for the year or any other measure of financial performance reported in accordance with IFRS or as a measure of operating cash flows or liquidity, since it does not reflect certain costs involved in operations, such as finance expenses, taxes, depreciation, capital expenses and other related costs, any of which may have a significant effect on profit (loss) for the year.

For more information about Adjusted EBITDA, including its reconciliation to profit (loss) for the year, see “Prospectus Summary — Summary Consolidated Financial and Other Data — Non-IFRS Financial Measures and Reconciliations.”

Net debt

We define net debt as total borrowings (long-term borrowings, short-term borrowings plus the amount outstanding under the Investec Revolving Commodity Facility Agreement) less cash and cash equivalents (excluding restricted cash and cash equivalents). Net debt is presented as a supplemental financial measurement in the evaluation of our business. However, net debt is not a measure required by or calculated in accordance with IFRS and should not be considered as a substitute for total borrowings or any other measure of liquidity reported in accordance with IFRS. For a reconciliation of net debt to total borrowings, see “Prospectus Summary — Summary consolidated financial and other data — Non-IFRS financial measures and reconciliations.”

Cash cost of operations

We define cash cost of operations as cost of operations adjusted for depreciation and amortization of operating assets and inventory adjustments. We define cash cost of operations per ounce as cash cost of operations divided by 4E ounces dispatched and sold.

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Cash cost of operations is presented as a supplemental financial measurement in the evaluation of our business. Because cash cost of operations excludes certain non-cash charges that we believe are not representative of our core business operations, we believe that the presentation of this financial measure helps investors to assess our operating performance from period to period and enhances understanding of our financial performance and highlights operational trends.

However, the measurement of cash cost of operations in this prospectus may not be comparable to that of other companies in our industry, which limits their usefulness as comparative measures. In addition, cash cost of operations is not a measure required by or calculated in accordance with IFRS and should not be considered as a substitute for cost of operations. For a reconciliation of cash cost of operations to cost of operations, see “Prospectus Summary — Summary consolidated financial and other data — Non-IFRS financial measures and reconciliations.”

Volume information

All tonnage information in this prospectus is expressed in metric tonnes and all references to ounces are to troy ounces, in each case, unless otherwise specified.

Market and industry data

Unless otherwise indicated, information contained in this prospectus concerning our industry, including market opportunity and market size, is based on information from various sources, including the CRU Report, the SFA (Oxford) Report, public information and publications on the industry prepared by official public sources and private sources, such as the London Metal Exchange and Johnson Matthey. This information involves a number of assumptions and limitations. While we believe the market opportunity and market size information included in this prospectus is generally reliable, such information is merely an estimate and an approximation. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

Brands

This prospectus includes trademarks, service marks, trade names and trade dress of other companies and are the property of their respective owners. Use or display by us of other parties’ trademarks, service marks, trade names or trade dress or products is not intended to, and does not imply a relationship with or endorsement or sponsorship of us by, the trademark, service mark, trade name or trade dress owners. Solely for the convenience of investors, in some cases we refer to trademarks, service marks, trade names and trade dress in this prospectus without the ® and ™ symbols, but these references are not intended to indicate in any way that we will not assert our rights to our trademarks, service marks, trade names and trade dress to the fullest extent under applicable law.

Rounding

We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this prospectus that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” “could,” “will,” “would,” “ongoing,” “future” or the negative of these terms or other similar expressions. Forward-looking statements include, but are not limited to, such matters as:

•

our reliance on the Pilanesberg Platinum Mine;

•

our reliance on a single third-party smelter, refiner and offtaker of the Pilanesberg Platinum Mine’s concentrate;

•

fluctuations in the market price and demand for PGMs;

•

the impact of the current global COVID-19 pandemic;

•

the ongoing military conflict between Russia and Ukraine;

•

potential material differences between our estimates of Mineral Reserves and Mineral Resources and the mineral quantities we ultimately recover;

•

risks and uncertainties related to the development of our mineral projects into commercially viable mines and the economic viability of PGM deposits;

•

our ability to successfully implement our business strategy and operational plans;

•

substantial capital expenditures requirements and risks associated with such capital expenditures;

•

requirements for additional capital;

•

our lack of operating experience with respect to underground mines;

•

our ability to commission and deploy the Kell Process Technology, on a timely basis, on budget and on commercial scale;

•

risks related to the highly speculative nature of our PGM exploration projects;

•

material weaknesses in our internal control over financial reporting;

•

actual and potential supply chain shortages and increases in the prices of production inputs;

•

availability of sufficient electricity and water supply;

•

unexpected operational accidents and natural disasters, unplanned breakdowns or statutorily mandated modifications or stoppages;

•

our ability to attract and retain personnel;

•

availability of third-party providers and contractors;

•

competition in the mining industry for employees, exploration, resources, capital funding, equipment and contract exploration, development and construction services;

•

our ability to obtain, maintain, protect and enforce our intellectual property and other proprietary rights;

•

regulatory and expropriation risks;

•

the possibility of the DMRE granting competing rights to third parties;

•

labor unrest, union action, strikes and compliance with labor legislation;

•

Our failure to comply with applicable anti-corruption, anti-bribery, anti-money laundering and similar laws and regulations

•

our compliance with environmental, social and governance requirements and regulations, including B-BBEE and the regulation of GHG emissions and water use, in South Africa and globally;

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•

costs of reclamation and mine closure;

•

theft of PGM concentrate and production inputs;

•

failure of a tailings storage facility;

•

economic, political and social instability in South Africa;

•

a further downgrade in South Africa’s credit rating;

•

fluctuations in the value of the United States dollar relative to the South African rand;

•

South African Exchange control regulations; and

•

other risk factors discussed under “Risk Factors.”

The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks provided under “Risk Factors” in this prospectus.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Each forward-looking statement speaks only as of the date of the particular statement. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus, to conform these statements to actual results or to changes in our expectations.

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CAUTIONARY NOTE REGARDING MINERAL RESERVES AND MINERAL RESOURCES

Information concerning our mineral properties in the Technical Report Summaries and in this prospectus includes information that has been prepared in accordance with the requirements of the Modernization of Property Disclosures for Mining Registrants set forth in subpart 1300 of Regulation S-K which became widely applicable on January 1, 2021. These standards differ significantly from the previously applicable disclosure requirements of Industry Guide 7 in that mineral resource information was not permitted. Mineral Resources and Mineral Reserves herein have been estimated in accordance with the SAMREC Code (2016 Edition) which is consistent with the provisions of subpart 1300 of Regulation S-K.

Under SEC standards, mineralization, such as Mineral Resources, may not be classified as a “Mineral Reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time of the Mineral Reserve determination by a qualified person as defined by subpart 1300 of Regulation S-K. The term “economically,” has been interpreted to mean that profitable extraction or production has been established or analytically demonstrated in a pre-feasibility or feasibility study to be viable and justifiable under reasonable investment and market assumptions. The term “legally” as it relates to the definition of Mineral Reserves, has been interpreted not to imply that all permits needed for mining and processing have been obtained or that other legal issues have been completely resolved. However, for a Mineral Reserve to exist, we must have a justifiable expectation, based on applicable laws and regulations, that issuance of permits or resolution of legal issues necessary for mining and processing at a particular deposit will be accomplished in the ordinary course and in a timeframe consistent with our current proposed mine plans.

You are further cautioned that, except for that portion of Mineral Resources classified as Mineral Reserves, Mineral Resources do not have demonstrated economic value. Inferred Mineral Resources have a high degree of uncertainty as to their existence as to whether they can be economically or legally mined. Estimates of Inferred Mineral Resources may not form the basis of an economic analysis. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. A significant amount of exploration must be completed in order to determine whether an Inferred Mineral Resource may be upgraded to a higher category. Therefore, you are cautioned not to assume that all or any part of an Inferred Mineral Resource exists, that it can be economically or legally mined, or that it will ever be upgraded to a higher category. Likewise, you are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will ever be upgraded to Mineral Reserves, as defined by the SEC.

Internal controls and material assumptions

Our quality assurance/quality controls (“QA/QC”) protocols involve the use of standard practice procedures for sample collection and include oversight by experienced geological staff during data collection. Certain quality control measures for sample analysis include in-stream sample submittal of standard reference material, blank material and field duplicate sampling. All exploration sample analysis are carried out by independent laboratories. For data verification, staff members observed drill hole locations and orientations, inspected drill cores and compared to logs and analytical results, observed core intake, visited outcrops and discussed with on-site geologists, including reviewing working maps and cross-sections. Inherent risks in quality control include potential sample contamination, among others.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before making an investment decision, and we urge you to read this entire prospectus carefully, including the sections “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as our audited annual consolidated financial statements included elsewhere in this prospectus, before deciding to invest in our ordinary shares.

Our business

We are an established South African producer of platinum group metals (“PGMs”), with a portfolio of high-quality PGM growth projects and an exclusive license within a majority of the Southern African Development Community (“SADC”) region for a next-generation processing technology that we believe will facilitate the production of finished metal with a lower environmental impact than traditional smelting. For the years ended December 31, 2021 and 2020, we produced and sold 98 koz and 129 koz, respectively, of platinum, palladium, rhodium and gold (collectively “4E”). According to the Technical Report Summaries, our production is forecast to grow by 326% to 417 koz 4E per annum in 2030.

We currently operate the Pilanesberg Platinum Mine on the Western Limb of the Bushveld Complex, an open pit mining operation which commenced production in March 2008. The Bushveld Complex is a well-established producing region for PGMs, which according to CRU contained approximately 91% of the world’s PGM-bearing ore in 2020 and represented 70%, 34%, and 78% of global platinum, palladium and rhodium production in 2020, respectively.

We are advancing two high quality PGM expansion projects: (1) the development of the Triple Crown Properties, a wholly-owned brownfield expansion of the Pilanesberg Platinum Mine, including a new underground section of the mine to allow us to access attractive mineral resources (collectively with our existing operations referred to as the “P-S-M Project”); and (2) the greenfield Mphahlele Project on the Eastern Limb of the Bushveld Complex, in which we hold a 75% interest. We believe these projects are high quality as they are higher grade than our existing operations and shallower than the underground mines of our competitors. Further, we believe that our ability to leverage our existing Pilanesberg Platinum Mine footprint and regional (third party and owned) infrastructure will make these new projects very capital efficient. According to the Technical Report Summaries, our Western Limb properties (excluding Kruidfontein) and Eastern Limb properties are forecast to result in steady-state average production of 278 koz and 152 koz 4E per annum from 2030 to 2040, respectively. According to the SFA (Oxford) Report, the operation of the Triple Crown Properties, once developed, will reposition us as one of the lowest cost producers in the PGM sector.

Currently, substantially all of our PGM in concentrate is sold to a third party for conversion into finished metal through an energy intensive traditional smelting process. Going forward, we plan to forward integrate to refine our PGMs independently. Through our 50% holding in Kelltech, we are in the process of developing a 110 ktpa Kell Processing Plant to be located near our existing Pilanesberg Platinum Mine operations. We expect that the Kell Processing Plant will process our concentrate, as well as refine third party concentrate, into metal using a more environmentally-friendly hydrometallurgical process as compared to traditional smelting. The Kell process follows four basic sequential steps, all of which are well-proven and commonly used in the metallurgical industry and provide high recoveries of base and precious metals. Our Kell Processing Plant will be the first of its kind at commercial scale, but we believe the capabilities of the technology have already been well established.

We are committed to operating our business and engaging with our community in line with industry best-practice Environmental. Social and Governance (“ESG”) principles, which include plans to: (1) align our business with the United Nations Sustainable Development Goals; (2) prepare our annual sustainability reports in accordance with the Global Reporting Initiative Standards, which assist companies in communicating and disclosing their impacts on inter alia environmental issues, human rights and corruption; (3) register to participate in voluntary disclosure programs, such as the Church of England Tailings Disclosure Programme; (4) strengthen our environmental management at our operations to comply with the IFC Performance Standards on Environmental and Social Sustainability; and (5) procure a dedicated supply of renewable energy for our operations. To this end we appointed a Chief ESG Officer effective

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December 1, 2021. To date, we have significantly improved our safety and environmental performance since 2011 through enhanced controls and procedures with no major reportable incidents for over three years. We are an active participant in our local community, whose members comprised approximately 64% of our workforce as of December 31, 2021 and which is a key 26% shareholder of the Company through the Tribal Authority structure. The local community is an essential partner for the success of our business and our continuous focus on the wellbeing of our work force has helped us achieve over six million fatality-free shifts worked over the past twelve years. In addition, we successfully negotiated with a farming community which occupied a portion of the Wilgespruit farm to gain full access to our mining properties. This has been an invaluable experience and has deepened our ability to work with a range of community stakeholders. We are actively evaluating ways we can further improve our environmental and carbon footprint, including the possibility of building solar plants at both the Pilanesberg Platinum Mine and Mphahlele and the use of alternate fuel sources both in the processing plants and in our mining vehicles, to reduce or eliminate our reliance on grid electricity and diesel. For more information about our ESG program, see “Business — 
Environmental, social and governance matters.”

We are led by a strong management team, with extensive experience working together to build and operate PGM assets in South Africa, as well as in underground and open pit mining. Our Chief Executive Officer Erich Clarke, Chief Financial Officer, Elmarie Maritz, Chief Operating Officer, Casper Badenhorst, Executive Corporate Affairs and Human Capital, Christian Phephenyane, and other members of our senior management team, have managed our business since 2014 and bring expertise from other notable PGM operators in South Africa, including Lonmin plc, Northam Platinum Limited, Anglo American Platinum Limited and Impala.

For the year ended December 31, 2021, we:

•

produced and sold 97.6 koz 4E, consisting of 62.5 koz, 26.0 koz, 6.5 koz and 2.6 koz of contained platinum, palladium, rhodium and gold, respectively, in the form of concentrate;

•

generated revenue of US$266 million; and

•

incurred cost of operations of US$184 million.

Our competitive strengths

We believe that we have the following competitive strengths:

Established operator with a long track record of safe production and continuous improvement

Our Pilanesberg Platinum Mine operations commenced production in March 2008 and has operated continuously since then. Since 2009, we have produced more than 1.4 Moz 4E in concentrate. We operate in an established mining jurisdiction that benefits from existing infrastructure and access to a highly skilled local labor force. We have grown our average annual 4E production over the last five years to 127 koz , which represents a 21% increase from our production in 2012, while maintaining zero fatalities, through a range of initiatives including:

•

enhanced supervisory, technical and safety, health, environment and quality skills to deliver six million fatality-free shifts worked;

•

consolidated regional operations and mineral deposits into the Pilanesberg Platinum Mine;

•

commissioned a tailings scavenging plant in 2016 to increase recoveries; and

•

added a chromite recovery plant in 2017 to increase by-product production.

We expect a step-change increase in scale driven by a portfolio of high quality, low cost PGM projects

We are developing incremental PGM production that is expected to grow production by 326% from 98 koz 4E in 2021 to 417 koz 4E in 2030 based on the Technical Report Summaries, between our Western Limb (excluding Kruidfontein) and Eastern Limb properties. The material assumptions underlying our production growth forecast include material increases to our capital and operating expenditures, as well as estimates of mineral reserves and resources and commodity price and exchange rate forecasts, amongst

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others. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Principal factors affecting our financial condition and results of operations — Capital expenditures,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Capital expenditures” and “Description of Projects.” We believe our development projects benefit from some of the highest quality ore bodies in the region due to their relatively high grade, shallow depth and close proximity to one another (contiguous projects).

Our underground PGM operations are expected to be among the shallowest in South Africa, which avoids the need for vertical shafts that are both capital and time intensive to develop. According to the SFA (Oxford) Report, the development of the Triple Crown Properties will reposition us as one of the lowest cost producers in the PGM sector. This is principally due to the relatively shallow depth of the Central and East Underground Blocks. The mine plan for the Central and East Underground Blocks contemplates mining activity will occur at depths shallower than 800 meters through 2060. This compares to other mines on the Western Limb of the Bushveld Complex with similar grades which generally mine at deeper depths and in certain cases have maximum depths of approximately 3,000 meters. Ore from our Triple Crown Properties will be processed through our existing Pilanesberg Platinum Mine concentrator, significantly reducing capital costs and accelerating our development timeline. In September 2021, we secured access via the Wilgespruit farm, facilitating direct access to our planned mining area, which we estimate will save a further US$154 million in development capital, which we have factored into our capex plans as presented herein. Additionally, the development of our Triple Crown Properties benefits from an expedited regulatory approval process as we expect to be able to apply the existing Pilanesberg Platinum Mine environmental permits and mining rights to the development of these properties.

Our Mphahlele Project is located near to existing third-party operations that mine and process ore with similar characteristics. The project area is mainly rural and sufficient land is available for infrastructure, plant and tailings dams. Established towns of Polokwane and Mokopane (respectively 50 km and 70 km away) provide urban amenities and sources of skilled and unskilled labor. Bulk raw water and power supplies for the project are readily available. The shallow nature of the underground mining operation, supported by existing infrastructure in the area is expected to reduce the time from the start of development to first production.

Strong growth profile is supported by significant mineral resources

Our Western Limb properties (excluding Kruidfontein) and Eastern Limb properties are expected to exploit our significant Mineral Resource base, representing approximately 47.3 Moz of our total of 78.5 Moz contained 4E in-situ Mineral Resources (inclusive of Mineral Reserves) attributable to the Company at December 31, 2021. According to the P-S-M Technical Report Summary, our Western Limb properties (excluding Kruidfontein) contained 4E in-situ Mineral Resources (inclusive of Mineral Reserves) of 35.7 Moz at December 31, 2021 (all of which are attributable to the Company), which we believe will facilitate an extension beyond the current 10 year life-of-mine of our existing PPM operations. According to the Mphahlele Technical Report Summary, our Eastern Limb properties contained 4E in-situ Mineral Resources (inclusive of Mineral Reserves) attributable to the Company of 11.6 Moz at December 31, 2021.

Furthermore, we may pursue the Kruidfontein Project after developing the Central Underground Block and the East Underground Block, which we expect would further extend the life-of-mine of our overall Western Limb operations. According to the Kruidfontein Technical Report Summary, Kruidfontein contained Inferred 4E in-situ Mineral Resources of 31.2 Moz at December 31, 2021 (all of which are attributable to the Company).

We anticipate that during the period from 2030 to 2040, steady-state production will average 278 koz 4E per annum at our Western Limb properties (excluding Kruidfontein) and 152 koz 4E per annum at our Eastern Limb properties, according to the Technical Report Summaries.

Direct, first-mover access to proprietary Kell Process Technology driving “greener” PGM production

The Kell Process Technology is a “green” hydrometallurgical process alternative to traditional smelting, and its use eliminates the most environmentally-harmful step of metal production. Specifically, the Kell Process Technology uses less electricity, does not use cyanide, has lower water consumption and produces

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lower greenhouse gas emissions than the traditional PGM smelting process. We believe that the Kell Process Technology also provides us an attractive ability to recover higher amounts of metals that would otherwise accrue to the smelter processing our concentrate or incur chrome penalties on SADC concentrates. Kelltech has contracted exclusive rights to use and sub-license the Kell Process Technology in the SADC License Area. We completed an updated definitive feasibility study in the fourth quarter of 2020 for a 110 ktpa Kell Processing Plant at the Pilanesberg Platinum Mine to process PGM concentrates. The first Kell Processing Plant is expected to commence production of PGM metal in 2024 and is expected to process concentrates from the entirety of our P-S-M Project. KTSA’s ability to sub-license the Kell Process Technology will allow third party facilities in the SADC License Area to use the process, for which we will have the ability to earn royalties pro rata based on our 50% shareholding in Kelltech.

Strong cash generation to self-fund our growth pipeline

We believe our capital efficient development growth plan for the Western Limb (i.e., P-S-M Project, which excludes Kruidfontein), Eastern Limb (i.e., Mphahlele Project) and Kell Processing Plant can be funded with limited external capital. According to the Technical Report Summaries, cash from operations is forecast to exceed our development expenditures for our P-S-M and Mphahlele Projects. For further details about our expected capital costs, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Principal factors affecting our financial condition and results of operations — Capital expenditures,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Capital expenditures” and “Description of Projects.” We expect to meet our funding requirements for our P-S-M Project, Mphahlele Project and Kell Processing Plant with cash from our balance sheet, including proceeds from this offering, reinvestment of future P-S-M cash flows and debt facilities.

Proven commitment to industry best-practice ESG principles

We are committed to delivering industry best-practice environmental and safety performance, local community development and strong corporate governance. We have reduced minor environmental incidents by 85% since 2015 with no reportable environmental incidents since 2017. Our local community is a 26% shareholder and represents approximately 64% of our workforce as of December 31, 2021. We believe the Kell Process Technology can deliver an improved environmental footprint for our industry given lower energy consumption and reduced greenhouse gas emissions. In addition, we have recently appointed a Chief ESG Officer to strengthen our capacity in this area. This decision underlines our commitment to placing ESG at the center of our business. For more information about our ESG program, see “Business — Environmental, social and governance matters.”

Highly experienced management team with an established track record at the same organizations

Our management team has extensive experience working together to build and operate PGM assets in South Africa, and at Sedibelo specifically. Our Chief Executive Officer, Erich Clarke, Chief Financial Officer, Elmarie Maritz, Chief Operating Officer, Casper Badenhorst, Executive Corporate Affairs and Human Capital, Christian Phephenyane and our senior management team, have managed our business since 2014. Core members of our operational management team have extensive experience in the PGM sector having worked together for more than 10 years, bringing expertise from other operators including Lonmin plc, Northam Platinum Limited, Anglo American Platinum Limited and Impala.

Our business strategies

Our objective is to maximize shareholder value through capital efficient growth and deployment of the Kell Process Technology to facilitate greener metals production while adhering to industry best-practice ESG principles. Our key strategies to achieve this objective are described below:

Continue to drive efficiency and execution at our current open pit operations at the Pilanesberg Platinum Mine

Production at the East Pit commenced in the first quarter of 2022 pursuant to being granted unfettered access to the land. We expect to produce approximately 1.0 Moz 4E during the next seven years, predominantly from the open pit operations at our existing West Pit and the new East Pit.

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Leverage our existing processing facilities at the Pilanesberg Platinum Mine to deliver capital efficient growth from our brownfield Triple Crown Properties

We expect the development of the East Pit and our attractive and low cost underground mine to further increase the scale and life-of-mine of our Western Limb operations. Once our underground operations are in production, for example, we plan to reconfigure our existing Merensky process plant to treat 160 ktpm of mostly UG2 material from the underground operations and the existing UG2 plant will then be used to process 67 ktpm of low grade stockpiled material.

Commission the initial 110 ktpa Kell Processing Plant to produce “green” PGM metal rather than PGM concentrate

Construction of the initial Kell Processing Plant is scheduled to begin in May 2022, and we expect to commission the plant in the fourth quarter of 2023. The Kell Processing Plant will allow us to process our PGM concentrate into PGM metal, increasing our share of the PGM value chain, eliminating our need to rely on the smelting operations of competing producers, and improving the environmental impact of PGMs metal production in South Africa. The P-S-M Technical Report Summary reflects the improved payable metal prices we expect to receive from processing our concentrate through the Kell Processing Plant. We intend to process both our own PGM concentrates as well as to enter into arrangements to process third-party concentrate.

License Kell Process Technology in the SADC License Area providing royalty income and expand the technologies’ application to other metals

We believe we are uniquely positioned to facilitate the evolution of our industry to a greener and more profitable higher-yielding production route. We have exclusive rights to sub-license the Kell Process Technology to other PGM concentrate producers in the SADC License Area with an addressable market of 3.6 Mtpa, equivalent to 33 of the capacity of our initial Kell Processing Plant. We are further evaluating the application of the Kell Process Technology on other traditionally complex ore types such as refractory gold deposits in East Africa. In exchange for third party use of the Kell Process Technology, we expect to have the right to receive a royalty income stream on future production.

Continue demonstrating our commitment to continuous strategic improvement

We are committed to the continuous evaluation of opportunities to improve and expand our operations. Potential strategic initiatives are at various stages in the evaluation process and include exploring the viability of using more sustainable and cleaner power sources, evaluating opportunities to develop our large mineral resource inventory which are not included in our current expansion projects, and optimizing the way in which we monetize our chromite and cobalt by-products.

Differentiate our greener PGM production with an increasingly carbon conscious customer base

We believe that the reduced environmental footprint of PGMs produced using the Kell Process Technology will lead to them being a preferred source of material for carbon conscious OEMs and consumers, which may lead to premium pricing over time as seen in other metals such as aluminum. PGMs play a critical role in reducing vehicle emissions and as catalysts in the growing hydrogen fuel cell market. We believe our PGM production process will further these decarbonization efforts.

Continuously improve our commitment to industry best-practice ESG principles

We are committed to making a positive impact on our local communities, our workforce and the environment in which we operate. We work closely with our local community which represents 64% of our workforce as of December 31, 2021 and holds a 26% shareholding in the Company. We actively invest in our relationship through infrastructure projects, such as roads and medical facilities and promote local entrepreneurship. We have an excellent health and safety record and a well entrenched health and safety culture. We are committed to consistent improvements to our strong environmental performance through continued stringent compliance and through planned investments in the Kell Processing Plant. For more information about our ESG program, see “Business — Environmental, social and governance matters.”

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Implement a robust capital allocation framework

We are committed to maximizing shareholder returns through a robust capital allocation framework that balances our strong production growth profile with returns of capital to shareholders. Following the substantial development of the Triple Crown Properties and the Mphahlele Project, we will continue to seek attractive opportunities to deploy capital but also believe that we will be in a position to return excess capital to our shareholders.

PGM industry overview

PGMs are essential inputs into the production of autocatalysts that transform harmful emissions from an engine’s combustion of gasoline or diesel, including carbon monoxide (“CO”), hydrocarbons (“HC”), nitrogen oxides (“Nox”) and particulate matter (“PM”) into less harmful substances. PGMs are also used to varying degrees in jewelry and general industrial use application as well as in the emerging hydrogen economy where they act as both a catalyst in the production of hydrogen from water and in the eventual conversion of hydrogen back into electricity.

The automotive sector, and in particular autocatalysts, dominate demand for rhodium and palladium. Platinum sees much more diverse consumer sectors, given its usage in jewelry and as an investment vehicle. According to CRU, as of 2021 autocatalysts comprise approximately 26% of the demand for platinum, 72% of the demand for palladium, and 91% of the demand for rhodium. As a result a key driver of PGM demand is both the number of vehicles utilizing autocatalysts as well as the amount of PGMs per autocatalyst in each vehicle.

Autocatalysts are utilized in 100% of gasoline and diesel ICEs as well as approximately 95% of hybrid electric vehicles according to CRU. CRU expects that the percentage of all automotive vehicles sold that incorporate autocatalysts into their emission control systems will fall from 97% in 2020, to 79% in 2030. In recent years, emissions legislation standards in major auto markets have tightened for CO, HC, Nox and PM mass and number limits. In addition to the tightening of emissions legislation, testing processes are more rigorous. As such not only have theoretical standards changed, but vehicles true emissions are now more accurately measured. As a result of these factors and expectations for continued regulatory focus, CRU expects increased PGM usage per autocatalyst. From 2020 to 2030 in North America, CRU expects increases of 43%, 5% and 24% for platinum, palladium and rhodium respectively.

Aggregate PGM demand in autocatalysts is expected by CRU to drive aggregate annual growth of 4.1% per annum from 2020 to 2030 for platinum, palladium and rhodium. PGM demand in 2020 was adversely impacted by COVID-19 relative to 2019, but CRU expects a strong recovery of demand in 2021 and a reversion to the long term growth trends. All three main PGMs are expected to see a growth in demand, however CRU expects platinum’s lower cost to see greater relative demand growth driven by substitution from palladium use in gasoline vehicles. CRU forecasts continued and sustainable strong growth in rhodium usage based on its lack of substitutability in key uses (i.e. Nox catalysis).

The hydrogen value chain comprises the production of hydrogen using electrolysers, distribution & storage and thirdly utilization. Platinum is used in all three phases, while palladium as well as minor PGMs iridium and ruthenium complement in different combinations depending on the phase as follows:

•

Production: The electrolysis process requires iridium and platinum

•

Distribution & Storage: Platinum, palladium and ruthenium form highly active catalysts for (de)hydrogenation, which operate at lower temperatures and the low pressures of the hydrogen

•

Consumption: Further downstream, fuel cells employ platinum and ruthenium to catalyze the reaction of hydrogen to water

Hydrogen consumption continues to evolve and to date has been utilized in a diverse range of applications. According to CRU, hydrogen is expected to find its end use primarily in transportation end markets with other emerging industrial usage such as in steel or cement making, to reduce their carbon footprint. CRU forecasts an increase from 2,200 MW in 2020 to 27,300 in 2030, a 1,141% increase or growth rate of 28.6% per annum.

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In order to support the demand for hydrogen fuel cells, primarily from transportation applications, CRU forecasts 100GW of installed electrolysis capacity by 2030 with 40GW in Europe, 30GW in China and 30GW in other regions. This amount of electrolysis capacity is expected to require approximately 684 koz per annum of platinum by 2030. When combined with demand from fuel cells, CRU forecasts total platinum demand of approximately 1.3 Moz by 2030 from the hydrogen economy. This represents an annual growth rate of 85% per annum from 2019 through 2030.

The mined supply of PGMs is concentrated among a small number of countries. CRU estimates that in 2020, South Africa supplied 51% of mined PGMs, followed by Russia supplying 27%, with the remaining 22% supplied from Zimbabwe, Canada, USA and other countries. In South Africa, three companies account for approximately 75% of mined platinum concentrate, but approximately 90% of platinum metal production. In Russia, PGM production is concentrated and almost entirely produced by Norilsk Nickel. Global PGM mineral reserves are even more concentrated with South Africa hosting approximately 91% of the world’s PGM-bearing ore, while Russia and Zimbabwe host 6% and 2%, respectively.

The supply of PGMs is comprised of mined material and recycled material. For the year ended December 31, 2020, CRU estimates that mined supply contributed 57.6%, with the remaining 42.4% supplied through recycling. CRU expects that by PGM supply to grow at an annual growth rate of 3.5% per annum from 2020 to 2030.

PGMs are co mined with each other and with metals such as nickel, copper and chrome, and so supply decisions do not necessarily reflect market fundamentals for a specific metal. According to CRU this results in an inelastic supply response to pricing, which CRU refers to as the basket problem. This basket problem can be seen most prominently in an inability for suppliers to increase rhodium production in response to historically high prices, while platinum supply has not historically responded to periods of lower prices.

Prices of PGMs have shown significant volatility in recent years due to impacts to supply and demand from COVID-19 as well as specific impacts on individual PGMs. More recently, PGM prices have increased due to the ongoing military conflict between Russia and Ukraine. The following table provides a high level view of recent pricing of the key PGMs.

​

2019

2020

2021

YTD 2022(1)

High

Low

Average

High

Low

Average

High

Low

Average

(US$/ounce)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Platinum

​

977

​

782

​

863

​

1,068

​

593

​

878

​

1,294

​

911

​

1,090

​

1,151

931

1,023

Palladium

​

1,971

​

1,267

​

1,538

​

2,781

​

1,557

​

2,194

​

3,000

​

1,576

​

2,396

​

3,015

1,854

2,333

Rhodium

​

6,150

​

2,460

​

3,902

​

17,050

​

5,160

​

11,216

​

29,800

​

11,250

​

20,047

​

22,200

14,500

18,273

Sources: London Metal Exchange, Johnson Matthey.

(1)

Through April 19, 2022.

A key impact to PGM demand from autocatalysts in 2021 has been the unexpected shortage of integrated circuits, commonly referred to as semiconductors for use in automotive OEMs. According to CRU the lack of supply has primarily been driven by a faster than expected recovery in products utilizing semiconductors such as electronics that experienced strong demand from an accelerated work from home trend and growth in the internet of things, at a time when supply was curtailed due to COVID-19 production shutdowns and impacts to transportation elements of the global supply chain, particularly shipping container availability and shipping times. CRU expects the impacts of the semiconductor shortage is limited to 2021 and early 2022 and is not likely to have a material impact on the long term outlook for PGMs.

Summary of risk factors

Investing in our ordinary shares involves risks. You should carefully consider the risks described in the “Risk Factors” before making a decision to invest in our ordinary shares. If any of these risks actually occur, our business, financial condition or results of operations would likely be materially adversely affected. In

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such cases, the trading price of our ordinary shares would likely decline, and you may lose all or part of your investment. The following is a summary of some of the principal risks we face:

Risks related to our business and our industry

•

We rely on the Pilanesberg Platinum Mine.

•

We rely on a single third-party smelter, refiner and offtaker of the Pilanesberg Platinum Mine’s concentrate.

•

Changes in the market price for PGMs, which in the past have fluctuated widely, affect the profitability of our PGM mining operations and the cash flows generated by those operations.

•

Our Mineral Reserves and Mineral Resources estimates may be materially different from mineral quantities we may ultimately recover, our estimates of life-of-mine may prove inaccurate and market price fluctuations and changes in operating and capital costs may render certain Mineral Reserves or Mineral Resources uneconomic to mine.

•

The development of any of our mineral projects into commercially viable mines cannot be assured.

•

We may experience unforeseen difficulties, delays or costs in implementing our business strategy and operational plan.

•

A number of our development projects rely on underground mining extraction methods which differ from our current open cast mining operations.

•

The Kell Processing Plant, including deployment of the Kell Process Technology at a commercial scale, may not be successful, which could have a material adverse effect on us.

Risks related to legal, regulatory and compliance matters

•

Our operations are subject to the imposition of several regulatory costs, which may have a material adverse effect on our business, operations and profits.

•

Our mining and prospecting rights are subject to legislation, which could impose significant costs and burdens.

•

Our mineral rights in South Africa could be altered, suspended, or canceled for a variety of reasons, including uncertainties associated with national and local legislation.

Risks related to environmental, social and governance matters

•

Mining companies are increasingly required to operate in a sustainable manner and to provide benefits to affected communities. Failure to comply with these requirements could result in our reputation in the communities in which we operate deteriorating.

•

We are subject to global resource nationalism trends which encompass a range of measures, such as seeking the greater participation of historically disadvantaged or indigenous people, expropriation or taxation, whereby governments seek to increase the economic benefits derived by their countries from their natural resources.

•

Our mineral rights are subject to compliance with certain B-BBEE requirements which, if changed, could impose significant costs and burdens and which impose certain ownership requirements.

Risks related to South Africa

•

Economic, political or social instability in South Africa may have a material adverse effect on our operations and profits.

•

A further downgrade of South Africa’s credit rating may have an adverse effect on our cost of funding and ability to secure financing.

•

Because PGMs and gold are generally sold in U.S. dollars, while the majority of our production and a substantial amount of our PGM production costs are denominated in South African rand, our

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operating results and financial condition will be materially affected if there is a material change in the value of the South African rand.

Risks related to our incorporation in the Island of Guernsey

•

The Company may be subject to the Guernsey Income Tax (Substance Requirements) (Implementation) Regulations 2018.

•

Because the Company is incorporated under the laws of the Island of Guernsey, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

Risks related to our ordinary shares and this offering

•

There is no existing market for our ordinary shares, and we do not know whether one will develop to provide you with adequate liquidity. If our share price fluctuates after this offering, you could lose a significant part of your investment.

•

If we do not meet the consensus expectations, if analysts do not publish research or if they issue unfavorable opinions or downgrade our ordinary shares, the price of our ordinary shares could decline.

•

The market price of our ordinary shares could be negatively affected by future sales of our ordinary shares.

Our corporate structure

The following chart sets forth our simplified corporate structure as of the date of this prospectus.

Corporate information

Our registered office and principal executive offices are located at Oak House, Hirzel Street, St Peter Port, Guernsey, GY1 3RH. Our principal website is www.sedibeloplatinum.com. The information contained in, or accessible through, our website is not incorporated by reference in, and should not be considered part of, this prospectus.

Implications of being an emerging growth company

As a company with less than US$1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the JOBS Act. An emerging growth company may take advantage of specified exemptions from various requirements that are otherwise applicable generally to public companies in the United States. These provisions include:

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•

the ability to present more limited financial data for our initial public offering, including presenting only two years of audited financial statements, as well as only two years of related financial disclosure;

•

an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act;

•

reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements (which reduced disclosure obligations are also available to foreign private issuers that are not “emerging growth companies”); and

•

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation, including golden parachute compensation (which exemptions are also available to foreign private issuers that are not “emerging growth companies”).

We may take advantage of these provisions until we are no longer an emerging growth company. We would cease to be an emerging growth company upon the earliest to occur of: (i) the last day of the fiscal year in which we have more than US$1.07 billion in annual revenue (as adjusted for inflation); (ii) the date we qualify as a large accelerated filer, with at least US$700 million of equity securities held by non-affiliates; (iii) the date on which we have, in any three-year period, issued more than US$1.0 billion in non-convertible debt securities; and (iv) the last day of the fiscal year ending after the fifth anniversary of this offering. We may choose to take advantage of some but not all of these reduced reporting burdens. We have taken advantage of certain reduced reporting burdens in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies.

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. Given that we currently report and expect to continue to report under IFRS as issued by the IASB, we will not be able to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is permitted or required by the IASB.

References to an “emerging growth company” in this prospectus shall have the meaning associated with that term in the JOBS Act.

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THE OFFERING

This summary highlights information presented in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all the information you should consider before investing in our ordinary shares. You should carefully read this entire prospectus before investing in our ordinary shares including “Risk Factors” and our audited annual consolidated financial statements.

Issuer

Sedibelo Platinum Mines Limited.

Selling shareholders

Ordinary shares offered by us

      ordinary shares (or               ordinary shares if the underwriters exercise in full their over-allotment option). No fraction of a share will be issued pursuant to the initial public offering. The ordinary shares to be offered by us will rank pari passu in respect of all rights with all other ordinary shares issued by us.

Ordinary shares offered by the selling shareholders

      ordinary shares (or               ordinary shares if the underwriters exercise in full their over-allotment option).

Offering price range

Between US$      and US$      per ordinary share, which is equivalent to between R          and R          per ordinary share, respectively, based on the               , 2022 exchange rate of R          to US$1.00 published by The Standard Bank of South Africa. The subscription price in the offering must be paid in US dollars.

Over-allotment option

We and the selling shareholders have granted the underwriters an option to purchase up to               additional ordinary shares within 30 days from the date of this prospectus, at the initial public offering price, less underwriting discounts and commissions (the “over-allotment option”).

Listing

No public market currently exists for our ordinary shares. We intend to apply to have our ordinary shares listed on the NYSE under the symbol “SPML.” We intend to apply to list our ordinary shares on the JSE under the symbol “      .”

Use of proceeds

We estimate that our net proceeds from this offering, after deducting the underwriting discount and estimated offering expenses payable by us, will be approximately US$      million, or approximately US$      million if the underwriters exercise their over-allotment option in full. This estimate assumes an offering price of US$      per ordinary share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus.

We will not receive any proceeds from the sale of ordinary shares by the selling shareholders.

We intend to use the net proceeds from this offering to pursue our expansion objectives and for general corporate purposes, as follows: (1) approximately US$     (or US$

11

    , assuming the over-allotment option is exercised in full) to; (2) approximately US$     (or US$     , assuming the over-allotment option is exercised in full) to     ; and (3) approximately US$     (or US$     , assuming the over-allotment option is exercised in full) to     .

See “Use of Proceeds.”

Share capital before and after this
offering

As of April 19, 2022, our share capital consisted of 3,095,401,663 ordinary shares. There are no shares held as treasury shares. Immediately prior to the completion of this offering, we will have               ordinary shares outstanding (after giving effect to the Reverse Share Split). Upon the completion of this offering, we will have               ordinary shares outstanding (assuming the underwriters do not elect to exercise their over-allotment option or               ordinary shares outstanding (assuming the over-allotment option is exercised in full). There will be no shares held as treasury shares.

Voting rights

The ordinary shares will be entitled to one vote per share. See “Description of Share Capital — Shares — Voting Rights.”

Dividend policy

We have never declared or paid any cash dividends on our ordinary shares, and we do not anticipate paying dividends before we achieve significant production of our growth development projects. Any decision to declare and pay dividends will be made at the discretion of our board of directors and will depend on, among other things, the Group’s results of operations, financial condition, solvency, cash requirements, prospects and such other factors that our board of directors and shareholders may consider relevant. For more information, see “Dividend Policy.”

Lock-up agreements

The Company, its directors and executive officers and shareholders representing    % of the Company’s total capital stock prior to this offering have agreed, subject to certain exceptions, not to offer, sell, agree to sell, directly or indirectly, or otherwise dispose of any ordinary shares or any securities convertible into or exchangeable or exercisable for ordinary shares except for the ordinary shares offered in this offering without the prior written consent of          for a period of 180 days after the date of this prospectus. For more information, see “Underwriting.”

Risk factors

See “Risk Factors” and the other information included in this prospectus for a discussion of factors you should consider before deciding to invest in our ordinary shares.

Expected timetable for this offering (subject to change):

Commencement of marketing of the offering

      , 2022.

Pricing

      , 2022.

Commencement of trading of ordinary shares on the NYSE

      , 2022.

12

Commencement of trading of ordinary shares on the JSE

      , 2022.

Settlement and delivery of the ordinary shares

      , 2022.

Unless otherwise indicated, all information contained in this prospectus assumes no exercise of over-allotment option.

13

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables set forth, for the periods and as of the dates indicated, our summary consolidated financial, operating and reserves data. The summary consolidated financial data presented below has been derived from our audited annual consolidated financial statements as of and for the years ended December 31, 2021, 2020 and 2019, prepared in accordance with IFRS, as issued by the IASB. This information should be read in conjunction with “Presentation of Financial and Other Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited annual consolidated financial statements included elsewhere in this prospectus. Historical results are not necessarily indicative of the results that may be expected in the future.

Consolidated statement of comprehensive income data

​	For the Year Ended December 31,
	2021		2020		2019
	(in US$ thousands, except as otherwise indicated)
Revenue	​	265,520	​	277,572	​	181,339
Cost of operations	​	(184,252)	​	(156,213)	​	(186,671)
Gross profit (loss)	​	81,268	​	121,359	​	(5,332)
Administrative and general expenses	​	(32,511)	​	(22,610)	​	(19,610)
Other (expense) income	​	526	​	(233)	​	849
Loss on disposal of assets	​	(3,125)	​	—	​	—
Foreign exchange gain (loss)	​	5,015	​	2,028	​	(1,377)
Operating profit (loss)	​	51,173	​	100,544	​	(25,470)
Finance income	​	5,532	​	3,992	​	6,704
Finance costs	​	(4,146)	​	(7,103)	​	(9,126)
Share of loss of investments accounted for using the equity method	​	(786)	​	(1,130)	​	(1,512)
Profit (loss) before income tax	​	51,773	​	96,303	​	(29,404)
Income tax credit (expense)	​	(18,601)	​	99,891	​	(20)
Profit (loss) for the year	​	33,172	​	196,194	​	(29,424)
Profit (loss) attributable to:	​	​	​	​	​	​
Owners of the Company	​	33,733	​	196,712	​	(28,754)
Non-controlling interest	​	(561)	​	(518)	​	(670)
Profit (loss) for the year	​	33,172	​	196,194	​	(29,424)
Other comprehensive (loss) income:	​	​	​	​	​	​
Exchange differences on loan designated as net investment	​	608	​	38,311	​	(12,078)
Exchange differences on translation from functional to presentation currency	​	(95,182)	​	(63,617)	​	34,600
Movement in other reserves	​	83	​	2	​	(23)
Other comprehensive share of investment accounted for using the equity method	​	(90)	​	(466)	​	(356)
Total other comprehensive (loss) income	​	(94,581)	​	(25,770)	​	22,143
Total comprehensive income (loss) for the year	​	(61,410)	​	170,424	​	(7,281)
Total comprehensive income (loss) attributable to:	​	​	​	​	​	​
Owners of the Company	​	(60,848)	​	170,942	​	(6,611)
Non-controlling interest	​	(561)	​	(518)	​	(670)
Total comprehensive income (loss) for the year	​	(61,409)	​	170,424	​	(7,281)
Earnings per share:	​	​	​	​	​
Weighted average number of shares (in millions of shares)	​	3,095	​	3,095	​	3,095
Profit (loss) per ordinary share – basic and diluted (US$)(1)	​	0.01	​	0.06	​	(0.01)

(1)

Calculated by dividing the net profit (loss) for the year attributable to owners of the Company by the weighted average number of shares outstanding during the year of 3,095,401,663 ordinary shares in each of 2021, 2020 and 2019. The Company currently has no diluted instruments in place.

14

Consolidated statement of financial position data

​	As of December 31,
	2021		2020		2019
	(in US$ thousands)
Assets	​	​	​	​	​	​
Non-current assets	​	​	​	​	​	​
Mining assets	​	708,902	​	773,275	​	798,395
Intangible assets	​	30,540	​	33,564	​	34,740
Property, plant and equipment	​	92,625	​	92,498	​	111,093
Loans receivable	​	19,063	​	16,506	​	16,916
Restricted cash investments and guarantees	​	18,432	​	18,090	​	15,885
Deferred tax asset	​	76,138	​	101,949	​	—
Total non-current assets	​	945,700	​	1,035,882	​	977,029
Current assets	​	​	​	​	​	​
Inventories	​	10,208	​	11,818	​	9,718
Trade and other receivables	​	82,816	​	133,893	​	70,130
Loans receivable	​	637	​	—	​	—
Cash and cash equivalents	​	140,595	​	62,986	​	43,393
Total current assets	​	234,256	​	208,697	​	123,241
Total assets	​	1,179,956	​	1,244,579	​	1,100,270
Equity and liabilities	​	​	​	​	​	​
Equity attributable to owners of the Company	​	​	​	​	​	​
Share capital	​	2,549,583	​	2,549,583	​	2,549,583
Other components of equity	​	(616,842)	​	(521,743)	​	(458,128)
(Accumulated losses)	​	(831,400)	​	(865,651)	​	(1,100,208)
Total equity attributable to owners of the Company	​	1,101,341	​	1,162,189	​	991,247
Non-controlling interests	​	(7,687)	​	(7,126)	​	(6,608)
Total equity	​	1,093,654	​	1,155,063	​	984,639
Non-current liabilities	​	​	​	​	​	​
Long-term borrowings	​	5,289	​	26,976	​	36,643
Share-based payment obligations	​	445	​	—	​	—
Decommissioning and rehabilitation provision	​	18,782	​	16,787	​	22,163
Total non-current liabilities	​	24,516	​	43,763	​	58,806
Current liabilities	​	​	​	​	​	​
Short-term borrowings	​	—	​	14,408	​	13,453
Share-based payment obligations	​	1,505	​	—	​	—
Trade payables and accrued liabilities	​	29,029	​	26,134	​	23,477
Revolving commodity facility	​	31,252	​	5,211	​	19,895
Total current liabilities	​	61,786	​	45,753	​	56,825
Total liabilities	​	86,302	​	89,516	​	115,631
Total equity and liabilities	​	1,179,956	​	1,244,579	​	1,100,270

15

Consolidated statement of cash flow data

​	For the Year Ended December 31,
	2021		2020		2019
	(in US$ thousands)
Cash and cash equivalents at the beginning of the year	​	62,986	​	43,393	​	38,093
Net cash generated from operating activities	​	120,107	​	52,798	​	8,941
Net cash used in investing activities	​	(20,082)	​	(10,995)	​	(4,574)
Net cash used in financing activities	​	(10,281)	​	(23,933)	​	(474)
Net increase in cash and cash equivalents	​	89,744	​	17,870	​	3,893
Exchange gain on cash and cash equivalents	​	(12,135)	​	1,723	​	1,408
Cash and cash equivalents at the end of the year	​	140,595	​	62,986	​	43,393

Other financial data

​	For the Year Ended December 31,
	2021		2020		2019
	(in US$ thousands, except as otherwise indicated)
EBITDA(1)	​	59,243	​	113,063	​	11,755
HEPS – basic and diluted (US$)(2)	​	0.01	​	0.06	​	(0.01)

(1)

We define EBITDA (earnings before interest, taxation, depreciation and amortization) as profit (loss) for the year, adjusted for income tax (credit) expense, depreciation and amortization and net finance costs.

The following table presents a reconciliation of EBITDA to profit (loss) for the year:

​	For the Year Ended December 31,
	2021		2020		2019
	(in US$ thousands)
Profit (loss) for the year	​	33,172	​	196,194	​	(29,424)
Income tax (credit) expense	​	18,601	​	(99,891)	​	20
Depreciation and amortization	​	8,856	​	13,649	​	38,737
Net finance (income) costs	​	(1,386)	​	3,111	​	2,422
EBITDA	​	59,243	​	113,063	​	11,755

(2)

HEPS has been calculated and disclosed in accordance with the JSE Listings Requirements, and in terms of circular 1/​2021 issued by the South African Institute of Chartered Accountants (SAICA). Disclosure of HEPS is not a requirement of IFRS, but it is a commonly used measure of earnings per share in South Africa that is more closely aligned to the operating activities of the entity. HEPS is calculated as headline earnings, which consists of profit after tax attributable to ordinary equity holders adjusted for amounts recognized in profit or loss relating to any change (whether realized or unrealized) in the carrying amount of an asset or liability that arose after the initial recognition of such asset or liability (all net of related tax and non-controlling interests) as defined in circular 1/​2021, divided by the weighted average number of ordinary shares in issue during the year.

16

The following table presents a reconciliation of headline earnings (loss) to profit (loss) for the year attributable to owners of the Company:

​	For the Year Ended December 31,
	2021		2020		2019
	(in US$ thousands, except as otherwise indicated)
Profit (loss) attributable to owners of the Company	​	33,733	​	196,712	​	(28,754)
Effect of remeasurement items net of tax:	​	​	​	​	​	​
Profit on disposal of fixed assets	​	(17)	​	(43)	​	—
Impairment of mining assets	​	—	​	—	​	278
Loss on mining assets sold	​	3,141	​	—	​	—
Tax effect	​	(875)	​	13	​	—
Headline earnings (loss)	​	35,982	​	196,682	​	(28,476)
Weighted average number of shares (in millions of shares)	​	3,095	​	3,095	​	3,095
HEPS – basic and diluted (US$)(a)	​	0.01	​	0.06	​	(0.01)

(a)

Calculated by dividing the headline earnings (loss) for the year by the weighted average number of shares outstanding during the year of 3,095,401,663 ordinary shares in each of 2021, 2020 and 2019.

Non-IFRS financial measures and reconciliations

We have disclosed certain non-IFRS financial measures in this prospectus, including Adjusted EBITDA, net debt and cash cost of operations. These non-IFRS financial measures are used as measures of liquidity and performance by our management and should not be considered as measures of liquidity and financial performance in accordance with IFRS. You should only rely on non-IFRS financial measures in a supplemental manner when making your investment decision. There is no standard definition of non-IFRS financial measures, and our definitions of any such non-IFRS financial measures may not be comparable to those used by other companies. For further information on why our management chooses to use these non-IFRS financial measures, and on the limits of using these non-IFRS financial measures, please see “Presentation of Financial and Other Information — Non-IFRS Financial Measures.”

Adjusted EBITDA

We define Adjusted EBITDA as EBITDA, excluding the impact of foreign exchange gain (loss) for the year, which relates to realized and unrealized foreign exchange rate variances recognized in the statement of profit (loss).

Adjusted EBITDA is not a measure required by or calculated in accordance with IFRS and should not be considered as a substitute for net profit (loss) for the year or any other measure of financial performance reported in accordance with IFRS or as a measure of operating cash flows or liquidity. You should rely primarily on our IFRS results, and use Adjusted EBITDA in a supplemental manner in making your investment decision.

17

The following table presents a reconciliation of Adjusted EBITDA to profit (loss) for the year:

​	For the Year Ended December 31,
	2021		2020		2019
	(in US$ thousands)
Profit (loss) for the year	​	33,172	​	196,194	​	(29,424)
Income tax (credit) expense	​	18,601	​	(99,891)	​	20
Depreciation and amortization	​	8,856	​	13,649	​	38,737
Net finance (income) costs	​	(1,386)	​	3,111	​	2,422
Foreign exchange gain (loss)	​	(5,015)	​	(2,028)	​	1,377
Adjusted EBITDA	​	54,228	​	111,035	​	13,132

Net debt

We define net debt as total borrowings (long-term borrowings, short-term borrowings plus the amount outstanding under the Investec Revolving Commodity Facility Agreement) less cash and cash equivalents (excluding restricted cash and cash equivalents). Net debt is not a measure required by or calculated in accordance with IFRS and should not be considered as a substitute for total borrowings or any other measure of liquidity reported in accordance with IFRS. You should rely primarily on our IFRS results, and use net debt in a supplemental manner in making your investment decision.

The following table presents a reconciliation of net debt to total loans and financing:

​	As of December 31,
	2021		2020		2019
	(in US$ thousands)
Long-term borrowings	​	5,289	​	26,976	​	36,643
Short-term borrowings	​	—	​	14,408	​	13,453
Amount outstanding under the revolving commodity facility	​	31,252	​	5,211	​	19,895
Total borrowings	​	36,541	​	46,595	​	69,991
Cash and cash equivalents	​	(140,595)	​	(62,986)	​	(43,393)
Net debt	​	(104,054)	​	(16,391)	​	26,598

Cash cost of operations

We define cash cost of operations as cost of operations adjusted for depreciation and amortization of operating assets and inventory adjustments. We define cash cost of operations per ounce as cash cost of operations divided by 4E ounces dispatched and sold. Cash cost of operations is not a measure required by or calculated in accordance with IFRS and should not be considered as a substitute for cost of operations. You should rely primarily on our IFRS results, and use cash cost of operations in a supplemental manner in making your investment decision.

The following table presents a reconciliation of cost of operations to cash costs of operations:

​	For the Year Ended December 31,
	2021		2020		2019
	(in US$ thousands, except as otherwise indicated)
Cost of operations	​	(184,252)	​	(156,213)	​	(186,671)
Depreciation and amortization of operating assets	​	7,956	​	13,383	​	37,546
Inventory adjustments	​	2,331	​	(2,175)	​	(843)
Cash cost of operations	​	(173,965)	​	(145,005)	​	(149,968)
Cash cost of operations per ounce (in US$)(1)	​	1,782	​	1,126	​	1,178

18

(1)

Calculated by dividing cash cost of operations for the year by the total 4E dispatched and sold for the year.

Operating data

​	For the Year Ended December 31,
	2021		2020		2019
Reef delivered to the ROM pad (tonnes)(1)	​	2,255,720	​	3,952,626	​	4,121,807
Reef processed (tonnes)(2)	​	3,114,647	​	3,414,661	​	3,870,515
Reef milled (tonnes)(3)	​	2,978,319	​	3,089,285	​	3,517,579
Average milled head grade (g/t)	​	1.42	​	1.79	​	1.57
Average recovery rate (%)	​	72	​	71	​	70
Average recovered grade (g/t)	​	1.01	​	1.29	​	1.11
4E dispatched and sold (ounces):	​	​	​	​	​	​
Platinum	​	62,534	​	82,110	​	81,825
Palladium	​	26,042	​	34,099	​	33,217
Rhodium	​	6,514	​	9,798	​	10,017
Gold	​	2,551	​	2,747	​	2,257
Total 4E dispatched and sold	​	97,641	​	128,754	​	127,316

(1)

“Reef delivered to the ROM pad” means the total reef tonnes including dilution mined from a series of benches in the open pit.

(2)

“Reef processed” means the reef tonnes mined that either upgraded using the Dense-Medium Separator (DMS) plant and/or milled. The total tonnes processed equal the tonnes mined, adjusted for unprocessed ore inventory.

(3)

“Reef milled” means upgraded and mined reef tonnes milled.

Mineral Reserves and Mineral Resources Data

P-S-M Project

The following tables set forth the aggregate Mineral Reserve and Mineral Resource estimates for our P-S-M Project effective at December 31, 2021 (based on the P-S-M Technical Report Summary). Mineral Resources are presented on an in-situ basis, while the Mineral Reserves are reported as RoM ore delivered to the RoM stockpile (open pits) or surface (underground mines).

Mineral Reserves

Reserve Area	Tonnage (Mt)		PGM Grade (g/t)				Contained PGM				Base Metal Grade (%)				Contained Cu + Ni (kt)
			4E		6E		(4E Moz)		(6E Moz)		Ni		Cu
West Pit	​	13.1	​	1.62	​	1.88	​	0.69	​	0.79	​	0.062	​	0.019	​	9.9
East Pit	​	20.5	​	1.56	​	1.82	​	1.0	​	1.2	​	0.060	​	0.009	​	14.0
Central Underground Block	​	12.8	​	4.76	​	6.05	​	2.0	​	2.5	​	0.020	​	0.004	​	2.7
East Underground Block	​	31.4	​	4.21	​	5.06	​	4.3	​	5.1	​	0.040	​	0.020	​	18.0
Total Probable Mineral Reserves	​	77.8	​	3.17	​	3.83	​	8.0	​	9.6	​	0.046	​	0.014	​	44.6

Notes:

(1)

Mineral Reserves are based on various modifying factors and assumptions and may need to be revised if any of these factors and assumptions change.

19

(2)

Mineral Reserves should not be interpreted as assurances of economic life.

(3)

Mineral Reserves (West and East Pits) are derived from an optimized pit using a 4E basket price of R21,000/oz without application of a cut-off grade.

(4)

Mineral Reserves (Underground Blocks) are reported at cut-off RoM grades of 2.32 g/t 4E and 2.67 g/t 4E for UG2 and PUP respectively. These are based on 4E basket prices of US$1,587/oz and US$1,336/oz and plant recoveries of 79% and 81% for the UG2 and PUP reefs respectively.

(5)

1 troy ounce = 31.1034768 g.

(6)

Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.

Mineral Resources (Exclusive of Mineral Reserves)

Resource Area

Tonnage (Mt)

PGM Grade (g/t)

Contained PGM

Base Metal Grade (%)

Contained Cu + Ni (kt)

4E

6E

(4E Moz)

(6E Moz)

Ni

Cu

Measured Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

West Pit

​

0.001

​

3.89

​

4.79

​

0.0001

​

0.0001

​

0.002

​

0.001

​

0.00

East Underground Block

​

0.3

​

5.76

​

7.06

​

0.05

​

0.07

​

0.018

​

0.004

​

0.07

Total Measured Mineral Resources

​

0.3

​

5.76

​

7.06

​

0.05

​

0.07

​

0.018

​

0.004

​

0.07

Indicated Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

West Pit

​

11.1

​

2.89

​

3.29

​

1.03

​

1.18

​

0.126

​

0.025

​

16.80

Central Underground Block

​

4.2

​

6.59

​

8.58

​

0.90

​

1.13

​

0.028

​

0.010

​

1.62

East Underground Block

​

42.7

​

3.70

​

4.33

​

5.07

​

5.81

​

0.089

​

0.027

​

49.45

Total Indicated Mineral Resources

​

58.0

​

3.75

​

4.44

​

7.00

​

8.12

​

0.092

​

0.025

​

67.87

Total Measured Indicated Mineral Resources

​

58.3

​

3.76

​

4.46

​

7.05

​

8.19

​

0.091

​

0.025

​

67.94

Inferred Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Central Underground Block

​

9.1

​

6.54

​

8.23

​

1.90

​

2.40

​

0.035

​

0.012

​

4.31

East Underground Block

​

96.9

​

4.59

​

5.41

​

14.29

​

16.85

​

0.080

​

0.025

​

102.37

West Pit low grade stockpiles

​

55.8

​

0.70

​

0.80

​

1.26

​

1.43

​

—

​

—

​

—

Total Inferred Mineral Resources

​

161.8

​

3.36

​

3.98

​

17.46

​

20.69

​

0.050

​

0.016

​

106.68

Notes:

(1)

Mineral Resources are not Mineral Reserves and do not meet the threshold for reserve modifying factors, such as estimated economic viability, that would allow conversion to Mineral Reserves. There is no certainty that any part of the Mineral Resources will be converted into Mineral Reserves.

(2)

The in-situ Mineral Resources are reported exclusive of Mineral Reserves.

(3)

Open pit optimization was based on an assumed 4E basket price of R21,000/oz, assumed mining and processing cost of R445/t and reported within a pit shell that is based on a 120% revenue factor.

(4)

The Central Underground in situ Mineral Resources are based on calculated 4E cut-off grades of 1.62 g/t and 1.15 g/t for the PUP and UG2 reefs, respectively. These are based on 4E basket prices of US$2,086/oz and US$3,037/oz, which include a 20% premium, and plant recoveries of 85% and 82% for the PUP and UG2, respectively.

(5)

The East Underground in-situ Mineral Resources are reported above 4E cut-off grades of 1.25 g/t (UG2), 1.69 g/t (MR PUP), 1.73 g/t (MRC) and 1.64 g/t (UPR). These are based on 4E basket prices of US$3,020/oz, US$2,230/oz, US$2,176/oz and US$2,292/oz respectively which include a 20% premium. A plant recovery of 82.8% was applied.

(6)

1 troy ounce = 31.1034768 g.

(7)

Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.

20

RoM Chromite Mineral Reserves and in-situ Mineral Resources (Exclusive of Mineral Reserves)

Mineral Reserves	Tonnage (Mt)		Grade (%)		Content (kt)
Probable Mineral Reserves	​	​	​	​	​
West Pit	​	4.8	​	11.9	574
East Underground Block	​	24.3	​	23.1	5,613
Probable Mineral Reserves	​	29.1	​	21.3	6,187

Mineral Resources	Tonnage (Mt)		Grade (%)		Content (kt)
Indicated Mineral Resources	​	​	​	​	​
West Pit	​	3.4	​	19.9	684
East Underground Block	​	23.6	​	29.4	6,944
Total Indicated Mineral Resources	​	27.0	​	28.2	7,628
Inferred Mineral Resources	​	​	​	​	​
Central Underground Block	​	11.7	​	26.5	3,110
East Underground Block	​	47.5	​	29.4	13,974
Total Inferred Mineral Resources	​	59.2	​	28.9	17,084

Notes:

(1)

Mineral Resources are not Mineral Reserves and do not meet the threshold for reserve modifying factors, such as estimated economic viability, that would allow conversion to Mineral Reserves. There is no certainty that any part of the Mineral Resources will be converted into Mineral Reserves.

(2)

The in-situ Mineral Resources are reported exclusive the RoM of Mineral Reserves.

(3)

Mineral Reserves are based on various modifying factors and assumptions and may need to be revised if any of these factors and assumptions change.

(4)

Mineral Reserves should not be interpreted as assurances of economic life.

(5)

Chromite grade and content refers to Cr2O3

(6)

1 troy ounce = 31.1034768 g.

(7)

Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.

Mphahlele Project

The following tables set forth the aggregate attributable Mineral Reserve and Mineral Resource estimates for our Mphahlele Project effective at December 31, 2021 (based on the Mphahlele Technical Report Summary).

Mineral Reserves

Reserve Area

Tonnage (Mt)

PGM Grade (g/t)

Contained PGM

Base Metal Grade (%)

Contained Cu + Ni (kt)

4E

6E

(4E Moz)

(6E Moz)

Ni

Cu

Mphahlele (UG2)

​

22.7

​

3.63

​

4.36

​

2.66

​

3.18

​

0.088

​

0.050

​

31.4

Total Probable Mineral Reserves

​

22.7

​

3.63

​

4.36

​

2.66

​

3.18

​

0.088

​

0.050

​

31.4

Notes:

21

(1)

Mineral Reserves, as RoM ore delivered to the surface crusher, are reported on an attributable basis, with only the 75% attributable to Company included.

(2)

Mineral Reserves are based on various modifying factors and assumptions and may need to be revised if any of these factors and assumptions change.

(3)

Mineral Reserves should not be interpreted as assurances of economic life.

(4)

Mineral Reserves are reported at a cut-off grade of 2.3 g/t 4E based on a 4E basket price of US$1,936/oz and a plant recovery of 83%.

(5)

1 troy ounce = 31.1034768 g.

(6)

Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.

Mineral Resources (Exclusive of Mineral Reserves)

Resource Area

Tonnage (Mt)

PGM Grade (g/t)

Contained PGM

Base Metal Grade (%)

Contained Cu + Ni (kt)

4E

6E

(4E Moz)

(6E Moz)

Ni

Cu

Measured Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Merensky

​

0.6

​

3.00

​

3.80

​

0.06

​

0.08

​

0.21

​

0.12

​

2.0

UG2

​

0.3

​

5.12

​

6.14

​

0.04

​

0.05

​

0.12

​

0.08

​

0.5

Total Measured Mineral Resources

​

0.9

​

3.61

​

4.47

​

0.10

​

0.13

​

0.18

​

0.11

​

2.5

Indicated Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Merensky

​

12.1

​

3.00

​

3.75

​

1.17

​

1.46

​

0.20

​

0.12

​

38.1

UG2

​

3.2

​

5.06

​

6.06

​

0.51

​

0.62

​

0.12

​

0.07

​

6.1

Total Indicated Mineral Resources

​

15.3

​

3.43

​

4.23

​

1.68

​

2.08

​

0.18

​

0.11

​

44.2

Total Measured and Indicated Mineral Resources

​

16.2

​

3.45

​

4.25

​

1.78

​

2.21

​

0.18

​

0.11

​

46.7

Inferred Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Merensky

​

23.3

​

3.12

​

3.91

​

2.33

​

2.92

​

0.20

​

0.12

​

73.8

UG2

​

25.6

​

5.11

​

6.12

​

4.21

​

5.04

​

0.12

​

0.07

​

48.8

Total Inferred Mineral Resources

​

48.9

​

4.16

​

5.06

​

6.54

​

7.96

​

0.16

​

0.10

​

122.7

Notes:

(1)

Mineral Resources are not Mineral Reserves and do not meet the threshold for reserve modifying factors, such as estimated economic viability, that would allow conversion to Mineral Reserves. There is no certainty that any part of the Mineral Resources will be converted into Mineral Reserves.

(2)

The in-situ Mineral Resources are reported on an attributable basis, with only the 75% attributable to the Company included.

(3)

The in-situ Mineral Resources are reported exclusive of any Mineral Reserves that may be derived from them.

(4)

1 troy ounce = 31.1034768 g.

(5)

The in-situ Mineral Resources are reported above a cut-off of 1.63 g/t 4E for the Merensky Reef and 1.38 g/t 4E for the UG2 Reef.

(6)

The cut-off grades are based on 4E basket prices of US$1,989/oz and US$2,797/oz and plant recovery factors of 87% and 83% for the Merensky and UG2 respectively.

(7)

Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.

22

Kruidfontein Project

The following table sets forth the aggregate in-situ Mineral Resource estimates for our Kruidfontein Project effective at December 31, 2021 (based on the Kruidfontein Technical Report Summary).

Mineral Reserves

There were no Mineral Reserves declared for the Kruidfontein Project at December 31, 2021.

Mineral Resources (Exclusive of Mineral Reserves)

Resource Area

Percent Attributable to SPM

Tonnage (Mt)

PGM Grade (g/t)

Contained PGM

Base Metal Grade (%)

Contained Cu + Ni (kt)

4E

6E

(4E Moz)

(6E Moz)

Ni

Cu

Inferred Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Merensky

​

100%

​

58.4

​

8.12

​

8.91

​

15.2

​

16.7

​

0.239

​

0.078

​

185.0

UG2

​

100%

​

90.4

​

5.52

​

6.76

​

16.0

​

19.6

​

0.064

​

0.003

​

60.2

Total Inferred Mineral Resources

​

​

​

148.8

​

6.54

​

7.60

​

31.2

​

36.3

​

0.132

​

0.032

​

245.2

Notes:

(1)

Mineral Resources are not Mineral Reserves and do not meet the threshold for reserve modifying factors, such as estimated economic viability, that would allow conversion to Mineral Reserves. There is no certainty that any part of the Mineral Resources will be converted into Mineral Reserves.

(2)

The in-situ Mineral Resources are reported exclusive of any Mineral Reserves that may be derived from them. There are no Mineral Reserves declared for the Kruidfontein Project.

(3)

1 troy ounce = 31.1034768 g.

(4)

There are no UG2 Mineral Resources below the determined 4E cut-off grade of 2.97 g/t.

(5)

Strict application of the PUP 4E cut-off grade of 4.85 g/t will result in the exclusion of less than 1% of the PUP Mineral Resources.

(6)

The cut-off grades are based on 4E basket prices of US$2,982/oz and US$2,206/oz and plant recovery factors of 75% and 79% for the UG2 and PUP respectively.

(7)

Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.

23

RISK FACTORS

This offering and an investment in our ordinary shares involve a high degree of risk. Before you decide to buy our ordinary shares, you should carefully consider the risks described below and all other information contained in this prospectus, including our financial statements and related notes. If any of the following risks occur; our business, results of operations and financial condition could be materially and adversely affected. In that event, the trading price of our ordinary shares would likely decline, and you might lose all or part of your investment.

Certain terms used in this section are defined under “Glossary of Terms.”

Risks related to our business and our industry

We rely on the Pilanesberg Platinum Mine.

To date, we have focused our cash resources and capacity on the Pilanesberg Platinum Mine’s (West Pit) production and operations. We are not yet producing at the Triple Crown Properties, the Mphahlele Project or any other project. Therefore, we are currently dependent on the operation of the Pilanesberg Platinum Mine for all of our revenue, profits and cash flows. If production at the Pilanesberg Platinum Mine were impaired or suspended for any reason, it would have a material adverse effect on our business, financial condition, results of operations and prospects, and the risks described below, as they relate to the Pilanesberg Platinum Mine, would have a particularly adverse impact on us. In addition, the West Pit mines a low-grade ore body. Mining, handling and processing low-grade ore in mining and mineral processing operations result in higher costs and lower profits than high-grade ore. If we are unable to develop our underground projects, which are higher grade than our existing operations, our prospects would be adversely affected.

We rely on a single third-party smelter, refiner and offtaker of the Pilanesberg Platinum Mine’s concentrate.

Substantially all of our revenue derives from the Impala Offtake Agreement, whereby Impala, as the third party, smelts, refines and subsequently purchases the Pilanesberg Platinum Mine’s concentrate. The price paid by Impala for the 6Es and base metals (nickel and copper) extracted from the Pilanesberg Platinum Mine’s concentrate is determined in accordance with a predetermined formula, linked to index prices and after the deduction of Impala’s smelting and refining costs and impurities. For more information about the Impala Offtake Agreement, see ‘‘Business — Material agreements — Impala Offtake Agreement.’’

Under the Impala Offtake Agreement, in the event of unfavorable market conditions with respect to Impala’s sale of the 6E or base metal products to the market and provided that a third-party appointed by both Impala and PPM certifies the reasonableness in the prevailing circumstances for Impala to defer the payment to PPM with respect to the unsold products affected by the market condition, Impala is entitled to defer the payment to PPM with respect to such product until they are actually sold. The Impala Offtake Agreement also contains customary “force majeure” provisions whereby parties may suspend or be relieved from performance upon specified circumstance that are not foreseeable, controllable or avoidable. In March 2020, Impala declared “force majeure” on the basis of COVID-19 and as a result concentrate deliveries for processing under the Impala Offtake Agreement were suspended for 6 weeks, with partial lifting of lockdown measures and the return to work by certain workers implemented from May 6, 2020. The Pilanesberg Platinum Mine was fully operational from May 10, 2020.

Any failure by Impala to fulfill its obligations under then Impala Offtake Agreement may have a material adverse effect on our business, results of operations, financial condition and prospects. Therefore, any impact on Impala’s ability to purchase the Pilanesberg Platinum Mine concentrate, including any constraints on its smelting capacity, or impact on its ability to further market the product to third parties, could have an adverse impact on us.

Unless it is extended by commercial agreement between the parties, the Impala Offtake Agreement is set to terminate on May 21, 2022. However, in the event that PPM does not deliver the specified minimum quantity of 6Es and base metals (nickel and copper) as stipulated in the Impala Offtake Agreement by May 21, 2022, Impala shall have the sole and absolute discretion to extend the Impala Offtake Agreement and require that PPM deliver the specified minimum quantity to Impala. We expect that PPM will not meet the

24

minimum quantity obligation originally envisioned by May 21, 2022 and that Impala will choose to extend the Impala Offtake Agreement and require that PPM continue to deliver under and in terms of the Impala Offtake Agreement so as to meet its minimum delivery obligations. Final delivery under the Impala Offtake Agreement is expected to occur around the end of 2022, which is before the scheduled delivery date of the Kell Processing Plant.

Until such time as the Kell Processing Plant is operational, we will need to enter into an alternative smelting and marketing arrangement in respect of our concentrate. There is no assurance that we and Impala will agree to mutually acceptable terms to renew the Impala Offtake Agreement, or at all. In addition, it may be challenging to locate a replacement offtaker in time in the event that the Impala Offtake Agreement is not extended, and changing our smelting and marketing counterparty may be disruptive and involve costs. Although we have begun negotiating with Trafigura to bridge the period between the end of the Impala Offtake Agreement and the commissioning of the Kell Processing Plant, we cannot guarantee that we will enter into a definitive offtake agreement with Trafigura. For additional information about the proposed Trafigura term sheet, see “Business — Material agreements — Trafigura term sheet.” Any failure to extend the term of the Impala Offtake Agreement or enter into an offtake agreement with a new offtaker may have a material adverse effect on our business, results of operations, financial condition and prospects.

Changes in the market price for PGMs, which in the past have fluctuated widely, affect the profitability of our PGM mining operations and the cash flows generated by those operations.

We generate all of our revenues from sales of our metals. Sales of 4E (platinum, palladium, rhodium and gold) contributed 90%, 93% and 91% to our total revenue from contracts with customers during 2021, 2020 and 2019, respectively.

We do not generally enter into commodity derivatives or other hedging arrangements in advance of the sale of our PGM production, although we may consider commodity derivatives or other hedging from time to time. In addition, the Investec Revolving Commodity Facility, which is utilized to finance up to 91% of our 4E deliveries in concentrate, allows us to receive cash proceeds for sales of 6Es and base metals (nickel and copper) to Impala under the Impala Offtake Agreement upon assay rather than having to wait for settlement from Impala (one month). This allows us to mitigate price risk between delivery of metal and payment. For more information about the Investec Revolving Commodity Facility, see “— Liquidity and capital resources — Indebtedness — Investec Revolving Commodity Facility Agreement.” Notwithstanding the above, we are generally fully exposed to changes in PGM prices, which could lead to reduced revenue should PGM prices decline, as our revenues are directly impacted by relevant metal prices.

In 2021, platinum prices fluctuated between US$911 per ounce and US$1,294 per ounce, palladium prices fluctuated between US$1,576 per ounce and US$3,000 per ounce and rhodium prices fluctuated between US$11,250 per ounce and US$29,800 per ounce.

Should PGM prices decline below our production costs, we may experience losses and, should this situation remain for an extended period, we may be forced to curtail or suspend some or all of our projects, operations and/or reduce operational capital expenditures. We might not be able to recover any losses incurred during, or after, such events. A sustained period of significant PGM price volatility may also adversely affect our ability to undertake new capital projects or to make other long-term strategic decisions. The use of lower PGM prices in reserve calculations and life-of-mine plans could also result in material impairments of our investment in PGM mining properties or a reduction in our Mineral Reserve estimates and corresponding restatements of our Mineral Reserves and increased amortization, reclamation and closure charges.

Moreover, the platinum, palladium and rhodium prices are forecast to increase due to safe haven demand and fears of Russian exports disruptions due to current flight bans, banking difficulties, current sanctions and potential of further sanctions resulting from the Russian invasion of Ukraine in February 2022. Addressing the potential for reduced PGM supply from Russia (CRU estimates that in 2020, Russia supplied 27% of mined PGMs), both security of supply concerns and sanctions could impact short and long-term metal flows. Thus far Russian producers have not been subject to sanctions that would prevent them selling platinum or palladium to Western customers, and restrictions already imposed on the international SWIFT payment notification system appear more likely to interrupt short term metal flows. This would

25

compound an already tight physical market and add to price volatility. However, security of supply and certificate of origin concerns could result in automakers to reduce their reliance on Russia, which could naturally result in additional platinum for palladium substitution longer-term.

In addition, changes in supply and demand drivers for PGMs may cause the prices of PGMs to fall over the short or long term. For example, relaxation in existing trade restrictions may lead to additional supply and therefore increase price pressure. In addition, PGM prices are linked to demand for catalytic converters in automobiles, among other things. Any economic downturn or other event that reduces the production or sale of automobiles, including the current shortage of semiconductors that is expected to have a long lasting adverse impact on car production, will likely impact the price of PGMs. Also, high PGM prices may cause demand destruction, which would cause the price of such PGMs to fall. In addition, the increase in the number of electric cars in the future may reduce the price for PGMs by reducing demand for catalytic converters (which require PGMs) used in gasoline-powered vehicles. For more information about the risk factors related to PGM demand, see “— Changes in consumer demand and preference for the commodities relevant to us could have a material adverse effect on our business, operations and financial performance”, “— PGM usage in hydrogen fuel cells may be less than expected which adversely affect demand for PGMs in particular platinum”, “— PGM production has historically been relatively inelastic to price due to PGMs being mined as a basket” and “— An oversupply of PGMs relative to demand may reduce PGM prices and adversely affect our results of operation and financial position”.

Any of the above could have a material adverse effect on our business, operating results and financial condition.

The prospectus contains certain third party views on the future price developments of certain metals (see, for example, “Industry”) but there is no certainty such views will be correct and actual price developments may be materially different. (see also “Cautionary Note Regarding Forward-Looking Statements”).

Changes in consumer demand and preference for the commodities relevant to us could have a material adverse effect on our business, operations and financial performance.

The PGM industry is subject to changes in manufacturing demands, consumer preferences, personal sentiments, perceptions and spending habits. Such factors include global financial and economic conditions, media coverage, consumer incomes and consumer preferences. Any change in consumer preferences, levels of consumer spending, changes to consumer preferences or otherwise, may have a material adverse effect on our results of operations or financial condition. A prolonged or significant economic contraction in Europe, North America, China or other key regions worldwide could put downward pressure on the market prices of PGMs, particularly if demand for PGMs declines in connection with reduced automobile demand.

Changes in demand drivers for PGMs may cause the prices of PGMs to fall over the short or long term. For example, PGM prices are linked to demand for catalytic converters in automobiles, among other things. Any economic downturn or other event that reduces the sale of automobiles will likely impact the price of PGMs. In addition, high PGM prices may cause demand destruction, which would cause the price of such PGMs to fall. Within the overall PGM market, demand for individual metals is influenced by factors such as the growth in demand for diesel-engine vehicles (which currently predominantly use platinum as their catalyst) relative to gasoline-engine vehicles (which currently predominantly use palladium as their catalyst). In addition, the increase in the number of electric cars in the future may reduce the price for PGMs by reducing demand for catalytic converters (which require PGMs) used in gasoline-powered vehicles.

Motor vehicle industry demand for PGMs is also driven by engine design specifications and, in particular, the size of vehicle engines as this influences the amount of PGMs required for their exhaust catalysts. A decrease in the engine size of vehicles being manufactured, resulting in reduced demand for each of the individual metals used for catalysis, will also therefore negatively affect the demand for PGMs. However, in order to meet new and increasingly more stringent emissions standards imposed by legislation on a country-by-country basis or by international agreements, original equipment manufacturers have historically reacted through design specifications which require increased loadings of PGMs compared to older designs. If global emissions standards cease to tighten, new emissions standards are deferred or existing standards are loosened by regulators or by legislation, the quantity of and demand for PGMs required for

26

new engine designs could decrease significantly. In addition, original equipment manufacturers’ design specifications typically become more efficient over time in achieving the desired level of emission reduction, thereby decreasing demand for PGMs even in the absence of a decrease in emissions requirements. This “thrifting” process, whether based on existing technological capabilities or new developments, may further reduce demand in the autocatalysis sector, undermining the market price for PGMs.

The jewelry industry comprises another significant source of demand for PGMs, principally platinum and palladium. Demand for PGMs within the jewelry sector may decrease due to declining consumer demand for luxury goods during periods of economic uncertainty. According to CRU, China is the world’s largest jewelry market, as well as home to much of the global jewelry manufacturing capacity and, therefore, demand for PGMs may be affected by economic, social and political conditions and other factors affecting levels of consumer spending in China. In addition, demand for platinum jewelry is subject to trends in fashion and consumer taste which may shift demand towards other precious metals, or prove cost-sensitive to higher PGM prices, further reducing the demand for PGMs.

Demand for PGMs also comes from a variety of industrial applications, including their use in the manufacture of flat screen televisions, as a catalytic agent in the petrochemical industry and in the production of fertilizers and phosphates. Demand for industrial uses of PGMs has been, and is likely to continue to be, reliant to a large degree on general macroeconomic conditions. Historically, industrial users have stockpiled and may continue to stockpile PGMs during periods of low PGM prices, which may reduce demand for PGMs during periods of high PGM prices or economic uncertainty. In addition, a change in technology in specific industrial applications to non-PGM based manufacturing processes, or an increase in recycling of PGMs from the scrapping of obsolete manufacturing capacity that contain PGMs, could lead to a reduction in PGM usage.

In addition, platinum, palladium and rhodium exchange-traded funds (ETFs) have added a further element of unpredictability and volatility to the pricing environment and may increase volatility in PGM prices, particularly during structurally tight markets. ETF investors may exhibit procyclical behavior, purchasing shares in ETFs during times of rising prices and selling holdings during periods of declining prices. This behavior may exacerbate short term price volatility. The market prices of platinum, palladium, rhodium and other PGMs have been, and may in the future be, subject to rapid short-term changes.

PGM production has historically been relatively inelastic to price due to PGMs being mined as a basket.

PGMs generally co-present in the same ore body and at relatively consistent grades in each ore body based on the region and reef. As a result miners are generally unable to materially change their rate of production for a specific PGM relative to another PGM. According to CRU, this has in the past and may in the future result in an inelastic supply response to pricing, which CRU refers to as the basket problem. CRU notes that lower platinum prices in the past have not resulted in a reduction in production resulting in an oversupply as producer decisions have been made based on the total revenue generated inclusive of other metals, particularly palladium and rhodium. As a result, significant price increases in one PGM can lead to an overall pricing environment where miners are incentivized to produce an oversupply of other PGMs.

An oversupply of PGMs relative to demand may reduce PGM prices and adversely affect our results of operation and financial position.

Oversupply of PGMs has in the past had and may in the future have a negative impact on PGM prices. Oversupply may result from various factors, including the release of PGMs into the market by Exchange Traded Funds (“ETFs”), de-stocking by PGM producers and others with PGM stockpiles, forced selling of PGMs held for investment purposes, and through increased production. Due to the concentration of PGM mining (particularly for platinum and rhodium) and processing in South Africa, a sizeable majority of global production is subject to similar social, political and local macroeconomic influences, such as wage inflation or labor market uncertainty, which could affect the future profitability, or viability, of some or all of the PGM producers in that country. These PGM producers may increase production levels to improve profitability or contain increases in unit costs arising from wage inflation or other factors, which could lead to oversupply.

Oversupply may also result from increased recycling levels, the impact of which is difficult to predict, as recycling is measured differently between PGM producers and various industry analysts. Recycling of

27

PGMs, particularly those contained in catalytic converters and jewelry, constitutes a secondary source of supply. The recycling of PGMs contained in catalytic converters has become more commercially attractive as the drive to recycle automobiles and other vehicles at the end of their useful lives has increased and is now mandated by legislation in some jurisdictions. This is particularly the case where the catalytic converter contains material amounts of PGMs, for example, in vehicles with larger engines or which were designed to comply with emissions control regimes at an early stage before thrifting reduced the PGM content. Supply from the jewelry sector may also increase as a result of increased amounts of platinum returning to the market through the recycling of jewelry, particularly during periods of high platinum prices. Recycling may adversely impact PGM prices by serving as an economic alternative supply of PGMs during periods of robust PGM prices.

Furthermore, if our competitors significantly increase their production, either from primary sources of supply or as by-products from the production of other metals, or if major new bodies of PGM bearing ore are discovered and brought into production, then in the absence of an increase in demand, the price of PGMs in general would likely fall. Global supply of PGMs could also increase as a result of significantly improved mining or refining techniques which increase worldwide production from existing mines, substantially increased recovery rates, or from the winding-up of ETFs and the corresponding release of such PGM holdings back into the market.

An oversupply of PGMs resulting from a combination of some or all of these factors could result in PGM prices falling to levels where production is not economically viable, which may require us to suspend further operations.

PGM usage in hydrogen fuel cells may be less than expected which adversely affect demand for PGMs in particular platinum.

The production of hydrogen fuel via electrolysis as well as the storage and consumption of hydrogen fuel requires PGMs as catalysts, specifically platinum, and depending on the process iridium, ruthenium and palladium. While currently a relatively small component of PGM demand, CRU expects the hydrogen economy to generate significant demand for PGMs, specifically platinum. The outlook of the hydrogen economy, including but not limited to the scope and timing of infrastructure development, technology adoption, government regulation and consumer behaviors, all may have an adverse impact on the long term demand for PGMs.

Weak or reduced demand for PGMs resulting from a combination of some or all of these factors may have a material adverse effect on our results of operations or financial condition.

The current global COVID-19 pandemic has significantly impacted the global economy and markets and is likely to continue to do so, which could adversely affect our business, financial condition, results of operations and prospects.

Given the rapid spread of COVID-19 since its emergence in December 2019, the World Health Organization (“WHO”) declared the outbreak of COVID-19 to be a global pandemic in March 2020. The first case of COVID-19 was recorded in South Africa on March 5, 2020, and a national state of disaster was declared on March 15, 2020. The COVID-19 pandemic has resulted in a widespread health crisis that has adversely impacted economies, financial markets and business operations worldwide, and the conduct of commerce generally. The ongoing pandemic has previously, and may continue to, disrupt operations, affect our workforce health, safety and productivity and increase volatility in metal prices and demand.

In parts of 2020, 2021 and 2022, governmental authorities in various jurisdictions imposed lockdowns or other restrictions to contain the virus, and many businesses suspended or reduced operations. Following the WHO’s declaration of a global pandemic, on March 23, 2020, the President of South Africa announced that South Africa would enter a 21-day national lockdown in an attempt to contain the spread of COVID-19. As a result, Pilanesberg Platinum Mine ceased or reduced operations for 42 days in 2020 during that initial hard lockdown imposed by the South African government, resulting in an estimated 16,509 4E ounces lost. On June 15, 2021, following the increasing rapid spread of COVID-19 in South Africa, the President of South Africa announced the emergence of a new variant and the introduction of further restrictions. On November 11, 2021, the emergence of a new variant was reported, namely the Omicron

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variant. The fourth wave broke out in late November to December 2021 and was driven by the Omicron variant. Even though there was a steep rise in infections, this wave was not accompanied by a similar rise in hospitalization and deaths. Additional waves and new variants may emerge from time to time. Even though the Company was able to operate at normal levels of production since the initial lockdown period in March and April 2020, there is no guarantee that this will remain the case as the virus is unpredictable and the future remains uncertain.

The South African government is targeting to vaccinate 70% of the population. As of February 28, 2022, 47.82% of the adult South African population had been vaccinated, according to the South African National Health Department. The continuation of existing (or the introduction of more) restrictive measures and the delayed rollout and effectiveness of vaccination programs in South Africa or globally could result in additional government-imposed lockdowns and suspended operation of our mines, the inability of our suppliers to deliver components or raw materials on a timely basis and limitations or prohibitions on management, employees, contractors and other important third-parties travelling to, or visiting, our operations in South Africa, each of which could adversely impact our business and results of operations. For more information about the South African government’s response to the COVID-19 pandemic, including the restrictions placed on the mining industry and our response, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Principal factors affecting our financial condition and results of operations — The COVID-19 pandemic.”

We may also experience difficulties related to employee productivity and absenteeism. As a result of COVID-19, we are required to and have implemented additional health and safety measures at our workplaces, mine sites and corporate offices to reduce risks to our employees and contractors and ensure compliance with regulations. These measures, however, may result in reduced productivity and increased costs due to social distancing, sanitization, compulsory PPE use, isolation of employees who may have had direct or indirect contact with COVID-19 and other operational measures to support efforts to slow the spread of the virus. We could also face increased healthcare costs in connection with testing and the potential cost of vaccinations. Absenteeism by ill, infected, isolated or quarantined employees or members of management and increased COVID-19 health and safety measures may also disrupt operations or adversely impact employee productivity. As of February 27, 2022, there were 279 reported cases of our employees, including contract workers, who tested positive for COVID-19, of whom 27 had recovered. We mourn five employees lost to the pandemic. For more information about the measures we have implemented to manage the risks of COVID-19, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Principal factors affecting our financial condition and results of operations — The COVID-19 pandemic.”

Finally, the effects of COVID-19 and associated governmental responses have adversely affected, and may continue to adversely affect, commodity price volatility due to material slowdowns in economic growth in a number of national economies, consumer sentiment and demand deterioration from affected customers and countries, supply disruption from key producing regions and logistical constraints impacting supply chains. According to CRU, the total global mine supply for platinum, palladium and rhodium decreased by 7.3% in 2020 compared to 2019, largely due to the impact of lockdown restrictions around the world reducing total demand for platinum, palladium and rhodium by 9.2%. Economic volatility or disruptions in the financial markets could also adversely affect our ability to obtain future debt or equity financing for acquisitions or development of our projects on acceptable terms. The South African government’s efforts to counter the economic effects of COVID-19 through liquidity and stimulus programs may be insufficient or ineffective in preventing or reducing the effects of a possible recession of the South Africa economy. It is difficult to determine the extent of the economic and market impacts from COVID-19 and the many ways in which they may negatively affect our business.

Although currently approved vaccines have been shown to be effective against the predominantly circulating variants, new SARS CoV-2 variants could be less impacted by existing vaccines. Should a new variant or variants emerge that are less impacted by existing vaccines, this could have a material adverse effect on our business, results of operations, financial condition and prospects.

There is uncertainty regarding the effects of COVID-19 and any new SARS-CoV-2 variants, the duration of the pandemic, new information that may emerge concerning the severity of the infection, the scope, duration and economic impact of actions taken to contain the spread of the virus or treat its impact,

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and the impact of each of these items on macroeconomic conditions and financial markets globally. Any of these factors could have a material adverse effect on our business, results of operations, financial condition and prospects.

The ongoing military conflict between Russia and Ukraine could have a material adverse effect on the global mining industry and our business, financial condition and results of operations.

In response to the Russian invasion of Ukraine in February 2022, the United States, the European Union and the United Kingdom, among others, have announced targeted economic sanctions on Russia, certain Russian citizens and enterprises, including financial measures such as freezing Russia’s central bank assets and limiting its ability to access its dollar reserves.

The continuation of the conflict may trigger a series of additional economic and other sanctions enacted by the United States and other countries. The potential impact of bans, sanction programs, and boycotts on our business is uncertain at the current time due to the fluid nature of the military conflict and international responses to it. In addition, the potential impacts include supply chain and logistics disruptions, financial impacts including volatility in PGM prices, foreign exchange rates and interest rates, inflationary pressures on raw materials and energy, heightened cybersecurity threats and other restrictions. See also “—​Changes in the market price for PGMs, which in the past have fluctuated widely, affect the profitability of our PGM mining operations and the cash flows generated by those operations” and “— Risks related to South Africa — Economic, political or social instability in South Africa may have a material adverse effect on our operations and profits.”

As a company that operates in the global mining industry, we monitor the developments to assess any potential future impacts that may arise as a result of the ongoing crisis. The adverse effects of the ongoing conflict between Russia and Ukraine, and/or economic sanctions and import and/or export controls to be imposed on the Russian government by the United States or others, and the above-mentioned adverse effect on the wider global economy and market conditions could have a material adverse effect on our business, financial condition and results of operations.

Our Mineral Reserves and Mineral Resources estimates may be materially different from mineral quantities we may ultimately recover, our estimates of life-of-mine may prove inaccurate and market price fluctuations and changes in operating and capital costs may render certain Mineral Reserves or Mineral Resources uneconomic to mine.

We report our Mineral Reserves and Mineral Resources in accordance with the requirements of the SAMREC Code (2016 Edition) which is consistent with the requirements of the Modernization of Property Disclosures for Mining Registrants set forth in subpart 1300 of Regulation S-K. Our reported Mineral Reserves represent our estimate of quantities of 6E and other metals that have the ability, and our reported Mineral Resources represent our estimate of quantities of 6E and other metals that have the potential to be economically mined and refined under anticipated geological and economic conditions. There are numerous uncertainties inherent in estimating quantities of Mineral Reserves and Mineral Resources and in projecting potential future rates of mineral production, including many factors beyond our control. The accuracy of any Mineral Reserve or Mineral Resource estimate is a function of a number of factors, including the quality of the methodologies employed, the quality and quantity of available data and geological interpretation and judgment, and is also dependent on economic conditions and market prices being generally in line with estimates.

Furthermore, estimates of different geologists and mining engineers may vary, and results of our mining and production subsequent to the date of an estimate may lead to revision of estimates due to, for example, fluctuations in the market price of ores and metals, reduced recovery rates or increased production costs due to inflation or other factors which may render Mineral Reserves and Mineral Resources containing lower grades of mineralization uneconomic to exploit and may ultimately result in a restatement of Mineral Reserves and/or Mineral Resources and may adversely impact future cash flows. Further, mineral estimates are based on limited sampling and, consequently, are uncertain as the samples may not be representative of the entire ore body and Mineral Resource. As a better understanding of an ore body is obtained, the estimates may change significantly. In addition, the Mineral Reserves we ultimately exploit may not conform to geological, metallurgical or other expectations and the volume and grade of ore recovered may be below

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the estimated levels. Mineral Reserves and Mineral Resources data is not indicative of future production. To mitigate this risk we appoint independent third parties, such as SRK Consulting, to review our Mineral Reserves and Mineral Resources on a cycle of at least once in every year. Similarly, all mining project feasibility studies are subject to independent reviews prior to any application for capital approval by our board of directors.

Substantial capital expenditure is required to identify and delineate Mineral Reserves and Mineral Resources through geological surveying and drilling, to identify geological features that may prevent or restrict the extraction of ore, to determine the metallurgical processes to extract the metals from the ore and, in the case of new properties, to construct mining and processing facilities.

There can be no assurance that we will in the long term be able to identify additional Mineral Reserves or Mineral Resources or continue to extend the mine life of our existing operations. Without such additional Mineral Reserves and Mineral Resources, any increase in the level of annual production would therefore shorten the life of our existing operations. Any failure to identify, delineate and realize Mineral Reserves and Mineral Resources in the future could have an adverse effect on our business, financial condition and results of operations.

Economic extraction of minerals from identified PGM deposits may not be viable.

The economic viability of a PGM deposit, including at any current project in which the Company has an interest, is dependent on several factors, not all of which are within our control. These include deposit attributes such as size and grade, structural complexity including faulting and potholing, government regulation, the prevailing price for PGMs, prevailing currency exchange rates, land tenure and titles, availability of capital, and other factors. The full effect of these factors, either alone or in combination, cannot be entirely predicted, and their impact may result in us not being able to economically extract minerals from any identified Mineral Resource.

The development of any of our mineral projects into commercially viable mines cannot be assured.

PGM development and exploration projects, such as the development of the Triple Crown Properties and the Mphahlele Project, have no operating history on which to base estimates of future commercial viability. Estimates of Mineral Resources and Mineral Reserves are largely based on the interpretation of geological data obtained from drill holes and other sampling techniques and feasibility studies. This information is used to calculate estimates of the capital cost and operating costs based on anticipated tonnage and grades of ore to be mined and processed, the configuration of the Mineral Resource, expected recovery rates, comparable facility and equipment operating costs, anticipated climatic conditions, and other factors. As a result, the actual capital cost, operating costs, and economic returns of any proposed mine may differ from those estimated, and such differences could have a material adverse effect on our business, results of operations, financial condition, and prospects. There can be no assurance that we will be able to complete the development of our mineral projects, or any of them, at all or on time or to budget due to, among other things, and in addition to those factors described above, changes in the economics of the mineral projects, delays in receiving required consents, permits and licenses (including mining licenses), the delivery and installation of plant and equipment and cost overruns, or that the current personnel, systems, procedures, and controls will be adequate to support our operations. For additional information about our environmental licensing requirements and the status of our environmental licenses, see “Regulatory — Environmental regulations” and “Description of Projects — P-S-M Project — Permitting requirements,” “— Mphahlele Project — Permitting requirements” and “— Kruidfontein Project — Permitting requirements.” Should any of these events occur, it would have a material adverse effect on our business, results of operations, financial condition and prospects.

In addition, the economic evaluation for the Mphahlele Project assumes that: (1) the market-related refining and smelting terms offered by Trafigura for toll-treating of PGM concentrate from the P-S-M Project until the end of 2027 will be realizable for the Mphahlele Project; and (2) these refining and smelting terms will be realisable for the LoM of the Mphahlele Project. For additional information about the proposed Trafigura term sheet relating to the P-S-M Project concentrate, see “Business — Material agreements — Trafigura term sheet.” We cannot guarantee that we will enter into a definitive offtake

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agreement relating to the Mphahlele concentrate on the same terms as the Trafigura term sheet, which could have a material adverse effect on our business, results of operations, financial condition and prospects.

We may experience unforeseen difficulties, delays or costs in implementing our business strategy and operational plan.

Our ability to grow our business will depend on the successful implementation of our existing and proposed strategic initiatives and operational plans at our historical operations, and development of our project pipeline including the Triple Crown Properties and the Mphahlele Project. For example, we are developing incremental PGM production that is expected to grow production by 326% from 98 koz 4E in 2021 to 417 koz 4E in 2030 based on the Technical Report Summaries, between our Western Limb (excluding Kruidfontein) and Eastern Limb properties. In addition, we are committed to the development of next generation PGM metal production at the Kell Processing Plant we intend to build.

The successful implementation of our strategic initiatives and operational plans, including the realization of our production growth forecasts described in the Technical Report Summaries, depends upon many factors, including those outside our control. We may prove unable to deliver on production targets and other strategic initiatives. Unforeseen difficulties, delays or costs may adversely affect the successful implementation of our business strategy and plans, and such strategy and plans may not result in the anticipated benefits. For example, a number of factors, which are discussed in more detail elsewhere in this section, such as, but not limited to, volatility in PGM pricing, operating costs, safety-related issues, organized labor action and technical issues may result in a failure to meet operations targets or strategic goals. Any such difficulties, delays or costs could prevent us from fully implementing our business strategy, which could have a material adverse effect on its business, operating results and financial condition. Furthermore, the economic analysis and cost estimates presented in the Technical Report Summaries are based on certain assumptions, projections and estimates that are subject to considerable uncertainties, and actual results may be less favorable than current estimates.

In addition, any existing or future initiatives may not be implemented as planned, turn out to be less effective than anticipated; only become effective later than anticipated or not be effective at all. Any of the above could have a negative impact on our business, operating results and financial condition.

When we further expand our current mining operations, we may experience problems associated with mineral exploration or developing mining projects.

Our ability to sustain or increase levels of PGM production is dependent in part on the successful expansion of our mining operations, including development of the Triple Crown Properties and the Mphahlele Project. The economic feasibility of such projects is based upon many factors, including, among others: the accuracy of Mineral Reserves and Mineral Resources estimates; metallurgical recoveries; capital and operating costs of such projects; government regulations relating to prices, taxes, royalties, land tenure, land use, importing, exporting and environmental protection; and PGM commodity prices. Projects to replace existing capacity or expansions are also subject to the successful completion of feasibility studies, the issuance of necessary governmental permits and the availability of adequate financing. If we are unable to execute such projects successfully, it could have an adverse effect on our business, financial condition and results of operations in the long term.

The PGM mining industry is capital intensive.

PGM mining requires a substantial amount of capital in order to identify and delineate Mineral Reserves and Mineral Resources through geological mapping and drilling, to identify geological features they may prevent or restrict the extraction of ore, to construct mining and processing facilities, expand production capacity (including by sinking or deepening existing shafts), to replenish reserves, to purchase, maintain and improve assets, equipment and infrastructure, to comply with legal or regulatory requirements or industry standards as well as to meet unexpected liabilities. Large amounts of capital are required to implement projects, and long-term production and processing requires both significant capital expenditure and ongoing maintenance expenditure. We expect to materially increase our capital expenditures to support the growth in our business and operations in South Africa, including the development of our Triple Crown Properties, the Mphahlele Project and the Kell Processing Plant.

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Our liquidity requirements arise primarily from the need to fund our capital expenditure program and existing operations. Our principal source of liquidity has been equity and free cash flow. These cash flows have been fundamental to the funding of our existing operations and maintaining a pipeline of projects. Our cash flows may be adversely affected by a number of factors, which are discussed in more detail elsewhere in this section, such as, but not limited to, PGM prices resulting from market supply and demand dynamics, real increases in operating expenses such as electricity and changes in production due to declines in operational productivity.

Our business plan is based on, among other things, expectations as to capital expenditures and if we are unable to fund those capital expenditures we will not achieve the targets set forth in our business plan or be able to develop future capital projects. If we are unable to fund our planned capital expenditure projects as a result of our operations being unable to generate sufficient cash flow or as a result of difficulties in raising debt or equity funding to support future capital expenditures and investments, we may no longer be able to complete existing capital projects. In addition, we may be unable to develop new capital projects so as to continue production at cost-effective levels. Furthermore, any such reduction in capital expenditure may cause us to forego some of the benefits of any future increases in commodity prices, as it is generally costly or impossible to resume production immediately or complete a deferred expansionary capital expenditure project, which in the longer term may adversely affect our results of operations or financial condition.

We may require additional capital in the future, and no assurance can be given that such capital will be available at all or available on terms acceptable to us.

As of December 31, 2021, we had consolidated cash and cash equivalents of US$141 million and working capital of US$172 million. We make, and will continue to make, substantial capital expenditures related to exploration activities, development and production. Historically, we have financed these expenditures primarily with equity offerings. We intend to use our existing cash balance, available facilities, operating cash flows and the proceeds of this offering as described under “Use of Proceeds.”

If we are unable to fund our planned capital expenditure projects as a result of our operations being unable to generate sufficient cash flow or as a result of difficulties in raising debt or equity funding to support future capital expenditures and investments, we may no longer be able to complete existing capital projects. In addition, we may be unable to develop new capital projects so as to continue production at cost-effective levels. Furthermore, any such reduction in capital expenditure may cause us to forego some of the benefits of any future increases in commodity prices, as it is generally costly or impossible to resume production immediately or complete a deferred expansionary capital expenditure project, which in the longer term may adversely affect our results of operations or financial condition.

Our capital expenditures financed by borrowing additional funds may increase our leverage and make it more difficult for us to satisfy our obligations, limit our ability to obtain additional financing to operate our business, require us to dedicate a substantial portion of our cash flow to payments on our debt, which may reduce our ability to use our cash flow to fund working capital, capital expenditures and other general corporate requirements, and place us at a competitive disadvantage relative to some of our competitors that have less debt.

In addition, we may have additional capital requirements to the extent we identify and decide to proceed or accelerate exploration activities, develop future mining operations, or take advantage of opportunities for acquisitions, joint ventures or other business opportunities. We may also incur major unanticipated liabilities or expenses. There can be no assurance that we will be able to obtain necessary financing in a timely manner on acceptable terms, if at all.

A number of our development projects rely on underground mining extraction methods which differ from our current open cast mining operations.

The underground mines we plan to develop on the Triple Crown Properties and the Eastern Limb will rely on underground mining extraction methods. Each of the projects will require development of surface portals and underground declines to access the Mineral Reserves. Underground development activities and operating conditions are different from open pit mining, and we may face challenges due to our lack of operating experience with respect to underground mines. There can be no guarantee that we will be able to

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develop underground projects on time or on budget and operate them in a manner that is consistent with our pre-feasibility or feasibility studies.

The Kell Processing Plant, including deployment of the Kell Process Technology at a commercial scale, may not be successful, which could have a material adverse effect on us.

Kellplant, a wholly-owned subsidiary of KTSA, plans to construct the first Kell Processing Plant using the Kell Process Technology, which we expect will transform the processing of PGM concentrates into saleable metal in greener and less energy intensive manner. Construction of the initial Kell Processing Plant is scheduled to begin in May 2022, and we expect to commission the plant in the fourth quarter of 2023. There is no guarantee that the Kell Processing Plant will be commissioned on time or on budget or will deliver the performance we anticipate. We must obtain certain permits and licenses to construct and operate the Kell Processing Plant. See “Description of Projects — P-S-M Project — Permitting requirements.” In addition, we need to enter into an arrangement with a market participant who will sell the metal produced by the Kell Processing Plant and there is no guarantee we will be able to do so or of the terms of any such agreement.

A definitive feasibility study evaluating the use of the Kell Process Technology on our concentrate was undertaken by Simulus Engineers in Australia in 2013. Based on a concentrate feed rate of 110 ktpa, the study demonstrated positive economics from a robust process. Extended pilot plant trials were undertaken between 2014 and 2016. The pilot plant was able to repeat the results achieved in the previous laboratory tests. Nevertheless,as a whole the Kell Process Technology is yet to be industrialized in the mining sector. There can be no guarantee that operation at a commercial scale will deliver the same recoveries and costs and environmental benefits as demonstrated at the pilot plant scale and as outlined in the feasibility study and as described in this prospectus and actual results may differ materially.

Development expenditures for the Kell Processing Plant are estimated in the P-S-M Report at approximately R1.70 billion (excluding contingency and on a 100% cost basis), funding for which is expected to be divided approximately equally between debt and equity financing. SPM’s share of the total project cost is estimated at R708 million, which represents SPM’s 41.67% share of the total capital requirement, comprising 50% of the project debt funding (with the balance carried by the IDC) and 33.3% of the project equity funding (with the balance divided equally between Lifezone and the IDC). SPM’s funding requirement for the Kell Processing Plant is expected to be met with cash from our balance sheet or debt facilities. There is a risk that the other parties will fail to meet their funding commitments to the Kell Processing Plant, which could delay the project while we attempt to procure alternative funding sources are procured.

It is possible the Kell Processing Plant will be unsuccessful, which could result in a loss of our investment in the development and associated impairment change, the need for further optimization of the process flowsheet, adjustment of the equipment selection or other changes to the project, which may result in increases in capital cost and operating cost, and delays in achieving commercial operation.

We may not be able to source sufficient concentrate for use in the Kell Processing Plant.

We do not anticipate that the concentrate produced from our own operations initially will be sufficient to supply the Kell Processing Plant. Accordingly, we intend to source third party concentrate for processing in the Kell Processing Plant. We may not be able to source such concentrate at a reasonable cost, in sufficient quantities or on agreeable terms to fully utilize the capacity of the Kell Processing Plant, which would have an adverse impact on our returns from such investment.

We rely on Lifezone to provide technical and operational expertise in operating the Kell Processing Plant.

Although Kelltech has perpetual and exclusive rights to use and sub-license the Kell Process Technology within the SADC License Area for processing PGMs, Kelltech will continue to depend on Lifezone’s technical and operational expertise in commercializing and successfully implement the Kell Process Technology, including the expertise provided by Mr. Keith Liddell and others. Under a technical service agreement between Lifezone and KTSA dated June 10, 2020 (the “Lifezone-KTSA Technical Services Agreement”), Lifezone provides services in engineering development, plant design and research and development required for the development of the Kell Processing Plant and the utilization of Kell Process Technology in the respective licensed territory. Although the Lifezone-KTSA Technical Services Agreement

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does not have a termination date, after January 1, 2023, either party may terminate it by providing the other party with a minimum of six months’ advance notice. We expect to rely on Lifezone for technical and operational expertise after such date. In addition, on October, 24, 2021, Lifezone and Kellplant entered into a technical services agreement (the “Lifezone-Kellplant Technical Services Agreement” and, together with the Lifezone-KTSA Technical Services Agreement, the “Lifezone Technical Services Agreements”), pursuant to which Lifezone provides an extensive list of technical services to Kellplant for purposes of, and in connection with, the design, construction, development, commissioning and operation of the Kell Processing Plant. Lifezone shall provide the aforementioned services until the Kell Processing Plant reaches commercial production. For additional information regarding the Lifezone Technical Services Agreements, see “Related Party Transactions — Kell agreements — Services agreements.”

If the Lifezone Technical Services Agreements are terminated, then there may be an adverse impact on our ability to realize the benefits of the Kell Processing Plant and therefore an adverse impact our operations.

If we fail to comply with our obligations under license or technology agreements with third parties, we may be required to pay damages and we could lose license rights that are critical to our business.

We license certain intellectual property rights, including technologies and data from third parties, that are important to our business, and in the future we may enter into additional agreements that provide us with licenses to valuable intellectual property rights or technology. For example, Kelltech has been granted by Lifezone an exclusive license to use Kell Process Technology within specific territories in the SADC License Area, and a non-exclusive license to sell the products produced by the Kell Process Technology. For additional information regarding the Kell licensing agreements, see “Business — Intellectual property and technology” and “Related Party Transactions — Kell agreements — Licensing arrangements.”

If we fail to comply with any of the obligations under our license agreements, we may be required to pay damages and the licensor may have the right to terminate the license. Termination by the licensor would cause us to lose valuable rights, and could prevent us from selling our products and services, or inhibit our ability to commercialize future products and services. Our business would suffer if any current or future licenses terminate, if the licensors fail to abide by the terms of the license, if the licensors fail to enforce licensed patents against infringing third parties, if the licensed intellectual property rights are found to be invalid or unenforceable, or if we are unable to enter into necessary licenses on acceptable terms. In addition, our rights to certain technologies are licensed to us on a non-exclusive basis. The owners of these non-exclusively licensed technologies are therefore free to license them to third parties, including our competitors, on terms that may be superior to those offered to us, which could place us at a competitive disadvantage. Moreover, our licensors may own or control intellectual property rights that have not been licensed to us and, as a result, we may be subject to claims, regardless of their merit, that we are infringing, misappropriating or otherwise violating the licensor’s rights. In addition, the agreements under which we license intellectual property rights or technology from third parties are generally complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property rights or technology, or increase what we believe to be our financial or other obligations under the relevant agreement. Any of the foregoing could have a material adverse effect on our competitive position, business, financial condition, and results of operations.

Our PGM exploration projects may not be successful and are highly speculative in nature.

Exploration for PGMs is highly speculative in nature, and there is no guarantee of exploration success. Our exploration in South Africa involves many risks, and success in exploration is dependent on several factors including, but not limited to, quality of management, quality and availability of geological expertise and availability of exploration capital.

Exploration activity is usually followed by more costly feasibility studies and bankable feasibility studies and these may indicate that a project is not viable. As a project moves from the exploration phase to the bankable feasibility stage the costs involved become more significant. As such, mining development projects typically require a number of years and significant expenditure during the development phase before production is possible. It is not possible to provide any assurances that any project would be completed on time or to budget.

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Estimates of Mineral Reserves and Mineral Resources are based upon the interpretation of geological data obtained from drill holes. Feasibility studies derive estimates of cash operating costs based upon anticipated tonnage and grades of ore to be mined and processed, the configuration of the orebody, expected recovery rates, comparable facility and equipment operating costs, anticipated climatic conditions and other factors.

References to Mineral Reserves and Mineral Resources figures are estimates and there can be no assurance that they will be recovered or that they can be brought to profitable production. Mineral Reserve and Mineral Resource estimates may require revision based on actual production experience. A decline in the market price for PGMs may render Mineral Reserves containing relatively low grades of mineralization uneconomic and may in certain circumstances ultimately lead to a restatement of Mineral Reserves or Mineral Resources.

As a result of the above, we cannot give any assurance that our future exploration efforts will result in the discovery of Mineral Reserves or Mineral Resources or result in the discovery of any Mineral Resource suitable for economic extraction.

Due to the mature infrastructure at our mining operations, unplanned breakdowns, statutorily mandated modifications and stoppages may result in production delays, increased costs and industrial accidents.

Infrastructure at our operations, the concentrator plant, tailings scavenging plant and chrome plant at the Pilanesberg Platinum Mine, are relatively mature. Maintaining this infrastructure requires skilled people, capital allocation, management and regular, planned maintenance. More than normal maintenance and care are required once a shaft or a processing plant has reached the end of its intended lifespan or needs modification to comply with the applicable regulatory standards. Incidents resulting in production delays, increased costs or industrial accidents may occur. For example, during the inspection of the tailings thickener, as part of the 2021 annual maintenance shutdown of the Pilanesberg Platinum Mine concentrator, it was observed that the integrity of a portion of the concrete floor expansion joint sealing arrangement was in an unsatisfactory state which compromised the reliability of the facility with the potential to cause major unplanned business interruption. Following the recommendation of the specialist civil contractor technical representative and the consulting structural engineer, a decision was taken to undertake sealing repair work which resulted in an operational downtime of a total of 33 days, at a total repair cost of R5.6 million. As we only have one concentrator plant, we rely on functioning as scheduled. There is also a risk that delays in procuring critical spares for major repairs may result in disruptions to production. Such incidents may have a material adverse effect on our business, operating results and financial condition.

We have identified material weaknesses in our internal control over financial reporting, and if we fail to establish and maintain effective internal controls over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations, and/or prevent fraud and/or file our periodic reports as a public company in a timely manner.

Prior to this offering, we had limited accounting personnel, resources and processes necessary to address our internal control over financial reporting and procedures in an unlisted environment. In that context, our management has not completed an assessment of the effectiveness of our internal control over financial reporting.

We will be a public company in the United States subject to the Sarbanes-Oxley Act after the completion of this offering. Section 404 of the Sarbanes-Oxley Act requires that we include a management’s report on our internal control over financial reporting in our annual report on Form 20-F, subject to phase-in accommodations for newly-listed companies. Under the current rules of the SEC, starting with our second annual report following our initial public offering we will be required to perform system and process evaluation and testing of our internal controls over financial reporting to allow management to assess the effectiveness of our internal controls. In addition, once we cease to be an ‘emerging growth company’ as such term is defined in the JOBS Act, which may be up to five full fiscal years following the date of this offering, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting.

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In conjunction with the audit of our consolidated financial statements, we identified material weaknesses in our internal control over financial reporting as of December 31, 2021 and 2020, which are described below. A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim condensed consolidated financial statements will not be prevented or detected on a timely basis. The material weaknesses identified relate to our insufficient accounting resources and processes necessary to comply with the reporting and compliance requirements of a public company and include the following: (a) we do not have a formally designed, documented and tested control framework over all our key processes yet; (b) greater level of supervision needed in relation to financial reporting for a public company; (c) inadequate level of segregation of duties across business processes and individuals; (d) inadequate supply chain management process, including sufficient policies and procedures based on industry benchmarking; and (e) inadequate information systems and associated infrastructure, including but not limited to: (1) managing access to our systems and data; (2) end-user computing controls; and (3) computer operations controls.

These material weaknesses did not result in a misstatement to our consolidated financial statements included herein. However, each of the material weaknesses described above could have resulted in a misstatement of one or more account balances or disclosures that would result in a material misstatement to the annual or interim condensed consolidated financial statements that would not be prevented or detected, and, accordingly, we determined that these control deficiencies constitute material weaknesses.

We are in the process of adopting a remediation plan to improve our internal control over financial reporting, including increasing the depth and experience within our finance team, designing and implementing improved processes and internal controls, including benchmarking against industry standards and retaining outside consultants with extensive technical expertise. Our remediation plan includes at a high level: (a) the engagement of an independent third party service provider to assist with the business process documentation and implementation of the controls framework to be compliant with Section 404 of the Sarbanes-Oxley Act (such independent third party has been engaged); (b) hiring additional staff, including an Internal Audit Manager (who has been hired); (c) clear process flows and work flows, including review controls (which are in the process of being updated and put in place); and (d) creating adequate information systems and associated infrastructure. The information system has been selected and the implementation of these new systems is planned to start in the third quarter of 2022. Once the framework has been implemented, we would need to test the operational effectiveness of the controls, before we can conclude as a company. We cannot provide an estimate of the time required or costs expected to be incurred in connection with implementing our remediation plan. Remediation measures and ongoing reporting obligations may be time consuming, costly, and might place significant demands on our financial, operational resources and systems. We may be unable to complete our evaluation testing and any required remediation in a timely manner.

During the documenting and testing of our internal control procedures, in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, we may identify other weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could, in turn, limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our ordinary shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions.

Actual and potential supply chain shortages and increases in the prices of production inputs may have a material adverse effect on our operations and profits.

Our results of operations may be affected by the availability and pricing of raw materials and other essential production inputs, including, for example, equipment, explosives, fuel, steel, cyanide and other

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reagents required at our mining and processing operations. The price and quality of raw materials may be substantially affected by changes in global supply and demand, along with weather conditions, governmental controls and other factors. A sustained interruption in the supply of any of these materials could require us to find acceptable substitute suppliers and could require us to pay higher prices for such materials. The prices of certain of our production inputs are impacted by, among other things, the prices of oil and steel, which may be volatile. Any significant increase in the prices of these materials will increase our operating costs and affect production considerations.

Power stoppages, fluctuations, usage constraints as well as limited access to sufficient water may force us to halt or curtail operations or increase costs.

Our operations are dependent on electricity supplied by Eskom, a state-owned electricity utility company that historically held a monopoly in the South African market, including ventilation and hoisting in the underground environment. Prolonged power outages, disruption, or shortage in supply to our operations would have a material adverse impact on production and employee safety. Over the past decade, electricity supply in South Africa has been constrained, with multiple power disruptions and load shedding constraints. After a strike at Eskom in June 2018, Eskom commenced load shedding (i.e., a controlled process that responds to unplanned events in order to protect the electricity power system from a total blackout.) to protect the national system from a total blackout. Eskom has since increased implementation of load shedding due to severe constraints placed on the generation system due to various constraints on its power generation units, including unplanned outages. Load shedding is expected to increase in the short to medium term, particularly as South African economy recovers from COVID-19. There is no assurance that Eskom’s efforts to protect the national power grid will prevent a complete nationwide blackout, which would have a material adverse effect on our business, operating results and financial condition. There is an evident increase in self-generation in the mining industry in South Africa by means of the development of solar photovoltaic and biomass generation facilities, which we are evaluating. However, this mitigation measure is subject to significant capital and operating expenditure and the obligation to apply to NERSA for a generation license.

During certain periods of load shedding, Eskom has burned significant amounts of diesel to run its gas turbines and asked large power users to curtail their power demand. This has contributed to Eskom’s ongoing financial difficulties and above inflation tariff applications to the NERSA. Although Eskom applied to NERSA for a 19.9% average increase in electricity tariffs, NERSA granted Eskom an 8.76% increase for the 2020 to 2021 financial year and a 13.87% increase for the 2021 to 2022 financial year. Eskom has expressed concern that these increases may not be adequate to prevent future electricity interruptions, and indicated that it intends to challenge NERSA’s decision not to grant the requested tariff increase. In several instances, the court has ruled in Eskom’s favor, allowing retrospective recovery through tariff increases. It is anticipated that Eskom will pursue further tariff increase applications, which will result in further tariff uncertainty and price increases.

In February 2019, the President of South Africa announced the vertical unbundling of Eskom. While full state ownership will be maintained, the unbundling is expected to result in the separation of Eskom’s generation, transmission and distribution functions into separate entities, which may require legislative and/or policy reform. It is expected that this process will take time to implement, causing continued poor reliability of the supply of electricity, instability in prices, and a possible tariff increase above inflation, which are expected to continue through the unbundling process. Should we experience further power tariff increases, our operating results and financial condition may be adversely impacted.

The South African Department of Public Enterprises is developing a recovery program in an attempt to improve the reliability of power supply in South Africa. However, there can be no assurance that this program will provide sufficient supply for the needs of the country or for us to run our operations at full capacity or at all.

In addition to our dependence on electricity, our operations also require significant amounts of water. We are dependent on the availability of water in our areas of operations and in particular on the ability to be provided with a sufficient allocation of water to enable it to conduct our business. The impact of climate change on the long term availability of water is a major consideration for us, particularly in light of the fact that our operations are located in historically water scarce areas. In addition to a decrease in the

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supply of water as a result of shifting rainfall patterns, an increase in the population growth and urban development in the areas surrounding our operations is expected to lead to increasing demands on the existing water supply which, coupled with inadequate upgrades to existing water infrastructure, may cause water shortages in relation to our areas of operations. If we cannot be supplied with sufficient water we could suffer from a reduction in our operating capacity. See also “— Risks related to environmental, social and governance matters — Our operations are subject to water use regulation, which could impose significant costs and burdens.”

Unexpected operational accidents and natural disasters may adversely affect our operations.

Our operational processes may be subject to operational accidents such as underground mine and processing plant fires and explosions, damages caused by abnormal wear, inclement weather, incorrect operation, rock bursts, cave-ins or falls of ground, collapse of pit walls, flooding, loss of power supply, environmental pollution and mechanical critical equipment failures. Our operations may also be subject to unexpected natural disasters such as earthquakes which could adversely affect our ability to produce and deliver PGMs and in general our business, financial condition and results of operations.

The occurrence of one or more of these events may result in the death of, or personal injury to, personnel, the loss of mining equipment, damage to or destruction of mineral properties or production facilities, disruptions in production, increased costs, environmental damage and potential legal liabilities, all of which could have an adverse effect on our business financial condition and results of operations.

If we lose senior management or are unable to hire and/or retain sufficient technically skilled employees, our business may be materially adversely affected.

Our ability to continue to operate, innovate, implement continuous improvement or expand depends on, among other things, our ability to retain and attract senior management and key employees with appropriate knowledge and skills, experience and other competencies as may be required to remain a competitive business and to achieve our business strategy over the long term. For additional information regarding our employees, see “Business — Employees.”However, the mining industry in South Africa continues to experience a shortage of qualified senior management and technically skilled employees. We may be unable to hire or retain (due to departure or unavailability) appropriate senior management, technically skilled employees or other management personnel, or we may have to pay and award higher levels of remuneration (sign-on packages, gross packages and short- and long-term incentives) than we currently do. To the extent that we are unable to hire or retain appropriate management and technically skilled personnel, or if there are not adequate succession plans in place, this could have a material adverse effect on our business, result in the imposition of fines and have a negative effect on production levels, operating results and financial position.

Because all of our operations are currently concentrated in the Western Limb of the Bushveld Complex, disruptions in this and neighboring regions could have a material adverse impact on our operations.

Due to the geographic concentration of our existing operations in the Western Limb of the Bushveld Complex, in close proximity to the town of Rustenburg in the North West Province any adverse economic, political or social conditions affecting this region or surrounding regions, as well as natural disasters or coordinated strikes or other work stoppages, could have a material adverse effect on our business, operating results and financial condition.

Our insurance coverage may not adequately satisfy all potential claims in the future.

Although we have an insurance program, we may become subject to liability for pollution, occupational illness or other hazards against which we have not been insured, cannot insure or are insufficiently insured, including those relating to past mining activities. Our existing property and liability insurance contains specific exclusions and limitations on coverage. Should we suffer a major loss, which is insufficiently covered, future earnings could be affected. In addition, certain classes of insurance may not continue to be available at economically acceptable premiums. As a result, in the future, our insurance coverage may not fully cover the extent of claims against it or any cross-claims made.

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We are subject to exchange rate and interest rate fluctuations, which may be harmful to our business.

We are exposed to exchange rate risk because we have assets and liabilities and future cash flows and earnings denominated in non-functional currencies. See “— Risks related to South Africa — Because PGMs and gold are generally sold in U.S. dollars, while the majority of our production and a substantial amount of our PGM production costs are denominated in South African rand, our operating results and financial condition will be materially affected if there is a material change in the value of the South African rand.” In addition, a portion of our debt is subject to interest rate fluctuations, including fluctuations in the Johannesburg Interbank Average Rate (“JIBAR”); and the South African prime interest rate (“S.A. Prime”). See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Quantitative and qualitative disclosures about market risk.” Fluctuations in exchange rates and interest rates are caused by several factors that are beyond our control.

If exchange rates or interest rates, such as JIBAR and S.A. Prime, increase significantly, our finance expenses will increase, and our ability to obtain financings may decrease, which may materially adversely affect our results of operations.

We use third-party providers and contractors, and the lack of availability, or failure to properly perform services, of one or more of these third-party providers and contractors may adversely affect us.

The lack of availability of, or failure to properly perform services by, one or more third-party providers and contractors, which we depend on, could result in a decrease in our production or delays in the development of projects, which in turn could impact our results of operations and financial condition. In particular, a number of resources are only available through a limited number of third parties and, lead-times, work slowdowns, stoppages, or other labor-related developments or disputes involving such third parties or contractors are out of our control. There can be no assurance that we will be able to secure in a timely manner, on commercially acceptable terms or at all, the provision of all the services that we will need to execute our exploration and development plans, or that such arrangements (both current and planned) will be sufficient for our future needs or will not be interrupted. In addition, we may incur liability to third parties as a result of the actions of our contractors.

In addition, certain of the services we require are, or may in the future be, available on commercially reasonable terms only from a limited number of providers, and we may encounter difficulties in securing the services of specialized contractors due to high demand for those services. As a result, we are dependent on external contractors performing satisfactorily and fulfilling their obligations. While we are not aware of any specific matters, our business and development plans may be adversely affected by any failure or delay by third parties in supplying these services, by any change to the terms on which these services are made available, or by the failure of such third-party providers to provide services that meet our quality or volume requirements. If we are obliged to change a provider of such services, we may experience additional costs, interruptions to production, or other adverse effects on our business. There is a risk that we may not be able to find adequate replacement services on commercially acceptable terms, on a timely basis, or at all.

The occurrence of one or more of these risks could have a material adverse effect on our business, results of operations, financial condition, and prospects. We currently rely on outside contractors to perform key roles, such as drilling and blasting, as well as loading and hauling. In the medium term, the success of our operations and activities remains dependent to a significant extent on the efforts and abilities of outside contractors, particularly in relation to loading and hauling activities, and therefore our operations remain significantly reliant on their performance.

Should we be unable to acquire or retain providers of key services on favorable terms, or should there be interruptions to, or inadequacies with, any services provided, we may need to incur capital and operating expenditure. This could have a material adverse effect on our business, results of operations and financial condition.

We may be unable to compete successfully for employees, exploration, resources, capital funding, equipment and contract exploration, development and construction services with other mining companies.

The mining industry is competitive in all of its phases, and many of our competitors have greater financial resources and a longer operating history than us. We may also encounter competition from other

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mining companies in our efforts to hire experienced mining professionals. In addition, competition for exploration resources at all levels is intense. Increased competition could adversely affect our ability to attract necessary capital funding, to acquire it on acceptable terms, or to acquire suitable producing properties or prospects for PGM exploration in the future. Increases in PGM prices have in the past, and could in the future, encourage increases in mining exploration, development, and construction activities, which results in increased demand for and cost of contract exploration, development, and construction services and equipment.

Increased demand for, and cost of, services and equipment could cause project costs to increase materially, resulting in delays if services or equipment cannot be obtained in a timely manner due to inadequate availability, and increased potential for scheduling difficulties and cost increases due to the need to coordinate the availability of services or equipment. Any of these outcomes could materially increase project exploration, development, or construction costs, result in project delays, or both. As a result of this competition, we may be unable to maintain or acquire attractive mining properties or attract better or more qualified employees.

Any acquisition, partnership or joint venture that we make or enter into could disrupt our business and harm our results of operations and financial condition.

We evaluate, and expect in the future to evaluate, potential strategic acquisitions of, and partnerships or joint ventures with, complementary businesses, services or technologies. We may not, however, be able to identify appropriate acquisition, partnership or joint venture targets in the future, and our efforts to identify such targets may result in a loss of time and financial resources. In addition, we may not be able to negotiate or finance such future acquisitions successfully, enter into partnerships or joint ventures successfully or on favorable terms, or to effectively integrate acquisitions into our current business, and we may lose customers or personnel as a result of any such strategic transaction (in particular the customers and personnel of an acquired business). The process of integrating an acquired business, technology, service, or product into our business may divert management’s attention from our core business. It may result in unforeseen operating difficulties and expenditures and generate unforeseen pressures and strains on our organizational culture. Moreover, we may be unable to realize the expected benefits, synergies or developments that we initially anticipate from such a strategic transaction.

Financing an acquisition or other strategic transaction could result in dilution to existing shareholders from issuing equity securities or convertible debt securities, or a weaker balance sheet from using cash or incurring debt, and equity or debt financing may not be available to us on favorable terms, if at all. In addition, in regard to an acquisition, it is possible that the goodwill that has been attributed, or may be attributed, to the target may have to be written down if the valuation assumptions are required to be reassessed as a result of any deterioration in the underlying profitability, asset quality and other relevant matters. There can be no assurance that we will not have to write down the value attributed to goodwill in the future, which would adversely affect our results of operations and net assets.

The integration of any acquired assets requires management capacity. There can be no assurance that our current management team has sufficient capacity, or that it can acquire additional skills to supplement that capacity, to integrate any acquired or new assets and operations and to realize cost and operational efficiencies at the acquired assets or maintain those at the existing operations.

Furthermore, we may be unable to complete a proposed transaction if we are unable to obtain required regulatory approvals, including the applicable regulatory authorities in the various jurisdictions in which we or a potential acquisition target operate. Even if we are able to obtain regulatory approval, such approval could be subject to certain conditions, which could prevent us from competing for certain customers or in certain lines of business. In addition, we may face contingent liabilities in connection with our acquisitions and joint ventures, including, among others, (1) judicial or administrative proceeding or contingencies relating to the company, asset or business acquired, including civil, regulatory, tax, labor, social security, environmental and intellectual property proceedings or contingencies; and (2) financial, reputational and technical issues, including with respect to accounting practices, financial statement disclosures and internal controls, as well as other regulatory or compliance matters, all of which we may not have identified as part of our due diligence process and that may not be sufficiently indemnifiable under the relevant acquisition or

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joint venture agreement. We cannot guarantee that any acquisition, partnership or joint venture we make will not have a material adverse effect on our business, results of operations and financial condition.

We recognize revenue on a provisional price basis which may result in significant revisions in later periods.

Revenue is recognized when the buyer, pursuant to a sales contract, obtains control of the product, which constitutes the performance obligation. The sales price and quantities are determined on a provisional basis at the date of delivery. Adjustments to the sales price occurs based on movements in the metal market price, metal content quantities and exchange rate, which represent variable transaction price components, up to the date of final pricing and assays. Final pricing is based on the monthly average market price in the month of settlement. The period between provisional invoicing and final pricing is typically between three and five months.

Adjustments in respect of final assayed quantities and/or prices arising between the date of recognition and the date of settlement are recognized in the period in which the adjustment arises and reflected through revenue and receivables. These adjustments may be significant and not within our control.

If any of our operations do not perform in line with our expectations, we may be required to write down the carrying value of its investment, which could affect our profitability and the ability to pay dividends.

Under IFRS, we are required to test the carrying value of long-term assets or cash-generating units for impairment at least annually and more frequently if we have reason to believe that our expectations for the future cash flows generated by these assets may no longer be valid. If the results of operations and cash flows generated by our PGM operations are not in line with our expectations, we may be required to write down the carrying value of the investment and mineral rights. Any write-down could materially affect our business, operating results, operations and financial condition.

We use information, communication, and technology systems, which record personal data. Failure of these systems, or the failure to protect personal data, could significantly impact our business and operations.

We use and are reliant on various internal and external information, communication and technology system applications to support our business activities, mining applications, and other applications. Damage or interruption of our information, communication and technology systems, whether due to accidents, human error, natural events, or malicious acts, may lead to important data being irretrievably lost, exposed or damaged, thereby adversely affecting our business, operating results and financial condition. Such threats are persistent and evolve quickly, and we have in the past and may in the future experience such cybersecurity threats. We have taken measures to protect our data and to protect our computer systems from attack but these measures may not prevent unauthorized access to our systems or theft of our data. Since the techniques used to obtain unauthorized access to or to sabotage information technology systems change frequently and are often not recognized until after they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures.

The information security management system protecting our information, communication and technology infrastructure and network may be subject to security breaches (e.g., cybercrime or activists) or other incidents that could result in misappropriation of funds, increased health and safety risks to people, disruption to our operations, environmental damage, loss of intellectual property, disclosure of commercially or personally sensitive information, legal or regulatory breaches and liability, other costs and reputational damage. Given the increasing sophistication and evolving nature of this threat, we cannot rule out the possibility of them occurring in the future. An extended failure of critical system components, caused by accidental or malicious actions, including those resulting from a cybersecurity attack, could result in a significant environmental incident, commercial loss, interruption to operations, loss of access to critical data or systems, unfavorable publicity, damage to our reputation, difficulty in marketing our services, allegations that we have not performed our contractual obligations, indemnification obligations, regulatory investigations, fines or penalties, litigation or other claims by affected parties and possible financial obligations for liabilities and damages related to the theft or misuse of our information and other business delays or disruptions, any of which could have an adverse effect on our business, financial condition, results of operations and reputation. Further, we could be forced to expend significant financial and operational resources in response to a security breach, including repairing system damage, increasing security protection

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costs by deploying additional personnel and modifying or enhancing our protection technologies, investigating and remediating any information security vulnerabilities and defending against and resolving legal and regulatory claims, all of which could divert resources and the attention of our management and key personnel away from our business operations and adversely affect our business, financial condition and results of operations. Further, and notwithstanding any contractual rights or remedies we may have, because we do not control our vendors, including their security measures and the processing of information by our vendors, we cannot ensure the integrity or security of measures they take to protect personal information and prevent data loss or other cyber incidents. Our cybersecurity insurance may not be sufficient to cover actual losses, or may not apply to the circumstances relating to any particular loss. We also cannot ensure that any limitations of liability provisions in our customer agreements, contracts with vendors and other contracts for a security lapse or breach or other security-related matter would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim.

We receive, generate, store and otherwise process sensitive information, such as personal information. We face a number of risks relative to protecting this critical information, including loss of access risk, inappropriate use or disclosure, inappropriate modification, and the risk of our being unable to adequately monitor, audit and modify our controls over our critical information. This risk extends to the third-party vendors and subcontractors we use to manage this sensitive data.

On July 1, 2020, the South African Protection of Personal Information Act 4 of 2013 (as amended from time to time) (“POPI”) came into effect. Organizations were afforded a one-year grace period within which to align their activities with POPI, which came to an end on July 1, 2021. From this date, the responsible person (i.e., the Group) must ensure that it processes personal information in accordance with the principles contained in POPI. The ‘processing’ of personal information refers to the manner in which a data subject’s personal information is collected, received, recorded, collated, stored, updated or modified, retrieved, altered, used, transmitted or distributed, merged, linked, degraded, erased or destructed in South Africa. In addition, POPI includes provisions relating to the processing of ‘special personal information’, which includes information concerning a data subject’s religious or philosophical beliefs, race or ethnic origin, trade union membership, political persuasion, health or sex life and criminal behavior or biometric information.

Any person who believes that we have failed to comply with our obligations under POPI may lodge a complaint with the Information Regulator, who is required to investigate the complaint. In conducting this investigation, the Information Regulator may summon and enforce the appearance of persons before the Information Regulator, compel the production of documents, access any premises, conduct interviews, and carry out any inquiries at the premises that the Information Regulator deems fit.

Upon completion of the investigation, the Information Regulator may refer the complaint to the Enforcement Committee for consideration, a finding in respect of the complaint, and a recommendation in respect of the proposed action to be taken by the Information Regulator in respect of the complaint. Based on the recommendations of the Enforcement Committee, the Information Regulator may issue the responsible party with an enforcement notice directing the responsible party to take specific measures or to stop processing personal information. The Information Regulator may also impose an administrative fine.

In addition to the above, a person is guilty of an offense if they:

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obstruct or hinder the Information Regulator from performing their duties and functions under POPI, including obstructing the execution of a warrant;

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fail to comply with an enforcement notice or summons;

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fail to give effect to the requirements relating to the processing of personal information; and

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recklessly and without consent obtain and disclose an account number of a data subject to another person.

Any person found guilty of such an offense may be liable for a fine and/or imprisonment.

A data subject may institute civil proceedings against any responsible party for breaching any provision of POPI, which also limits the defenses that may be raised by the responsible party. The court hearing the matter awards damages as compensation for loss suffered by the data subject as well as aggravated damages, interest, and costs.

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We cannot guarantee that our POPI compliance efforts will be deemed appropriate or sufficient by regulatory authorities or the courts. Moreover, we may have difficulty adapting our systems and processes to the new legislation. The changes have impacted, and could further adversely impact, our business by increasing our operational and compliance costs. Our or our third-party vendors’ failure to comply with applicable data protection laws and regulations could result in, and have resulted in, claims, disputes, proceedings, government enforcement actions (which could include civil or criminal penalties), loss in customers and suppliers, private litigation and/or adverse publicity, monetary penalties or other liabilities, and could increase our costs of doing business, distract our management, require us to change our operations and could negatively affect our operating results and business. Claims that we have violated individuals’ privacy rights, failed to comply with data protection laws, or breached our contractual obligations or privacy policies, even if we are not found liable, could be expensive and time consuming to defend, could result in adverse publicity and could have a material adverse effect on our business, financial condition and results of operations. We may also be contractually required to indemnify and hold harmless third parties from the costs or consequences of non-compliance with any laws, rules and regulations or other legal obligations relating to privacy or consumer protection or any inadvertent or unauthorized use or disclosure of data that we store or handle as part of operating our business.

Our business may be subject to high fixed costs in the future, which may impact our profitability.

Historically, our principal operating costs have been labor costs (including independent contractors), load and haul, drilling, blasting, rock breaking/crushing, electricity, reagents/grinding media and diesel and are incurred principally in South African rand. Of our total operational costs for the years ended December 31, 2021 and 2020, we categorize 24% and 25%, respectively, as fixed as these did not vary significantly with our production rate. We categorize overburden and waste removal, reef hauling and drilling and blasting expenses as variable, and these comprised 92% and 95% of our total mining costs for the years ended December 31, 2021 and 2020, respectively. Of our total plant operation costs for each of the years ended December 31, 2021 and 2020, we categorize 61% as variable. We expect that our fixed costs will increase with the development of our planned underground operations, as our labor costs will shift from third party contractors to own labor. Higher fixed costs increase the risk that a relatively small change in productivity as a result of, for example, strikes or other work stoppages could have a disproportionate effect on operating and financial results. In addition, above-inflation increases in fixed costs such as labor or electricity costs, may cause parts of our resources to become uneconomical to mine and lead to the closure of marginal sections of our operations. This would impact planned production levels and declared reserves and could have a material adverse effect on our business, operating results and financial condition.

Amendments to the South African loss carry forward rules could have an adverse effect on our financial results.

Our principal operating subsidiaries are South African tax residents. The loss carry-forward rules are regulated by section 20 of the South African Income Tax Act No. 58 of 1962 (as amended from time to time) (the “South African Income Tax Act”). In determining taxable income as per enacted legislation, corporate taxpayers must set off their full extent of the balance of assessed loss carried forward from the preceding tax year against their income, with any unutilized assessed loss balance carried forward to future years of assessment to be set off against future income.

In an attempt to broaden the corporate income tax base, the South African Taxation Laws Amendment Act No. 20 of 2021 was promulgated on January 19, 2022, resulting in the amendment of section 20 of the South African Income Tax Act regulating use of assessed losses by companies. Pursuant to this amendment, companies are permitted to set-off the balance of an assessed loss carried from the prior year of assessment (i.e. the historic position), but only to the extent that the set-off does not exceed the higher of R1 million and 80% of the amount of taxable income determined for that year (before taking into account such balance of assessed loss). The unutilized balance of assessed loss will be carried forward to the following year of assessment. The amended loss utilization provisions will apply to years of assessment which end on or after March 31, 2023.

Once the amendment to section 20 of the South African Income Tax Act comes into operation, we may experience delays in the utilization of the balance of our assessed losses carried forward, which could have an adverse effect on our financial results.

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We may not be successful in obtaining, maintaining, enforcing, defending and protecting our intellectual property or other proprietary rights, including our unpatented proprietary knowledge and trade secrets, or in avoiding claims that we infringed, misappropriated or otherwise violated the intellectual property rights of others.

Our business and our ability to compete effectively depend on our ability to obtain, maintain, protect and enforce our intellectual property rights, confidential information and know-how. We rely on intellectual property laws in South Africa and other countries, as well as confidentiality procedures, cybersecurity practices and contractual provisions and restrictions, to protect the intellectual property rights and other proprietary rights relating to our products, proprietary processes and proprietary technology. Despite our efforts to obtain, maintain, protect and enforce our intellectual property rights and other proprietary rights, there can be no assurance that these protections will be available in all cases or will be adequate to prevent our competitors or other third parties from copying, accessing or otherwise obtaining and using our technology, intellectual property rights or other proprietary rights, products or processes without our permission. Further, there can be no assurance that our competitors will not independently develop products or processes that are substantially equivalent or superior to ours or design around our intellectual property rights and other proprietary rights. In each case, our ability to compete could be significantly impaired.

We may, over time, increase our investment in protecting our intellectual property rights through patent, trademark, copyright and other intellectual property filings, which could be expensive and time-consuming. We may not be able to obtain registered intellectual property protection for our products or processes and even if we are successful in obtaining effective patent, trademark, trade secret and copyright protection, it is expensive to maintain these rights in terms of application and maintenance costs, and the time and costs required to defend our rights could be substantial. Moreover, our failure to develop and properly manage new intellectual property rights could hurt our market position and business opportunities.

In addition, these measures may not be sufficient to offer us meaningful protection or provide us with any competitive advantages. We will not be able to protect our intellectual property rights if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property rights. Moreover, any changes in, or unexpected interpretations of, intellectual property laws may compromise our ability to enforce our trade secret and intellectual property rights. If we are unable to adequately protect our intellectual property rights and other proprietary rights, our competitive position and our business could be harmed, as third parties may be able to commercialize and use products and technologies that are substantially the same as ours to compete with us without incurring the development and licensing costs that we have incurred. Any of our owned or licensed intellectual property rights could be challenged, invalidated, circumvented, infringed, misappropriated or violated, our trade secrets and other confidential information could be disclosed in an unauthorized manner to third parties, or our intellectual property rights may not be sufficient to permit us to take advantage of current market trends or to otherwise provide us with competitive advantages, which could result in costly redesign efforts, discontinuance of some of our offerings or other competitive harm.

We believe that we have sufficient intellectual property rights to allow us to conduct our business without incurring liability to third parties. However, we or our products may nonetheless infringe, misappropriate or otherwise violate the intellectual property rights of third parties, or we may determine in the future that we may be required to enter into costly license agreements or require other rights to intellectual property rights held by third parties. Such a license or other rights may not be available to us on commercially reasonable terms or at all, in which case we may be prevented from using, providing or manufacturing certain products, services or use brands as we see fit. We may in the future become involved in lawsuits to protect or enforce our intellectual property rights. An adverse result in any litigation proceeding could harm our business.

Tax regulations and challenges by tax authorities could have a material adverse effect on us and we may be subject to challenges by tax authorities.

We have a footprint in a number of countries, are subject to numerous tax regulations in various jurisdictions and are regularly examined in this regard. Changes in our global mix of earnings could affect our effective tax rate. Furthermore, changes in tax laws could result in higher tax-related expenses and payments. Legislative changes in any of the countries in which our businesses operate could materially impact our tax receivables and liabilities as well as deferred tax assets and deferred tax liabilities. Additionally, the uncertain tax environment in some regions in which our businesses operate may limit our ability to successfully

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challenge adverse determination by any local tax authorities. Some of our businesses operate in countries with complex tax rules, which may be interpreted in a variety of ways and could affect our effective tax rate. Future interpretations or developments of tax regimes or a higher than anticipated effective tax rate could have a material adverse effect on our tax liability, return on investments and business operations.

In addition, we and our businesses operate in, are incorporated in and are tax residents of, various jurisdictions. The tax authorities in the various jurisdictions in which we and our businesses operate, or are incorporated, may disagree with and challenge our assessments of our transactions, tax position, deductions, exemptions, where we or our subsidiaries or businesses are tax resident, application of tax treaties or the content of these, or other matters. If we, or our businesses, are unsuccessful in responding to any such challenge from a tax authority, we, or our businesses, may be required to pay additional taxes, interest, fines or penalties, we, or our businesses, may be subject to taxes for the same business in more than one jurisdiction or may also be subject to higher tax rates, withholding or other taxes. A successful challenge could potentially result in payments to the relevant tax authority of substantial amounts that could have a material adverse effect on our financial condition and results of operations.

Even if we, or our businesses, are successful in responding to challenges by taxing authorities, responding to such challenges may be expensive, consume time and other resources, or divert management’s time and focus from our operations or businesses or from the operations of our businesses. Therefore, a challenge as to our, or our businesses, tax position or status or transactions, even if unsuccessful, may have a material adverse effect on our business, financial condition, results of operations or liquidity or the business, financial condition, results of operations or liquidity of our businesses.

Our holding company structure makes us dependent on the operations of our subsidiaries.

The Company is a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey. The Company’s material assets are its direct and indirect equity interests in its subsidiaries. The Company is, therefore, dependent on payments, dividends and distributions from its subsidiaries for funds to pay the Company’s operating and other expenses and to pay future cash dividends or distributions, if any, to holders of the ordinary shares, and the Company may have tax costs in connection with any dividend or distribution. Furthermore, exchange rate fluctuation will affect the U.S. dollar value of any distributions our subsidiaries make with respect to our equity interests in those subsidiaries. See “— Risks related to South Africa — Because PGMs and gold are generally sold in U.S. dollars, while the majority of our production and a substantial amount of our PGM production costs are denominated in South African rand, our operating results and financial condition will be materially affected if there is a material change in the value of the South African rand” and “Dividend Policy.”

Risks related to legal, regulatory and compliance matters

Our operations are subject to the imposition of several regulatory costs, which may have a material adverse effect on our business, operations and profits.

In recent years, governments, communities, non-governmental organizations (“NGOs”) and trade unions have sought and, in some cases, have implemented greater cost imposts on the mining industry, including through the levying of additional taxes and royalties. This resource nationalism, whether in the form of cost imposts, interference in project management, mandatory social investment requirements, local content requirements or creeping expropriation could impact the global mining industry and our business, operating results and financial condition.

In December 2017, during the ANC national conference, the ANC (the current ruling political party in South Africa) resolved that, as a matter of policy, the ANC should, in order to address historical wrongs of land dispossession, as well as ensuring fair access to land and empowering the majority of South Africans, pursue the expropriation of land (and any improvements) without compensation, provided that such expropriation is carried out without destabilizing the agricultural sector, endangering food security or undermining economic growth and job creation. A multi-party ad hoc parliamentary committee was constituted to consider possible amendments to the provisions of section 25 of the South African Constitution. The committee adopted Draft Constitution Eighteenth Amendment Bill, 2019, as revised (the “Draft 18th Amendment”), which sought to amend section 25 of the South African Constitution so as to provide explicitly

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that an amount of nil compensation is a legitimate option for the purposes of expropriation aimed at land reform and, more specifically, to empower South Africans to be productive participants in land ownership, food security and agricultural reform programs. The Draft 18th Amendment was tabled for adoption on September 8, 2021 in the National Assembly, but failed to garner the required two-third majority to pass on December 7, 2021. The bill therefore lapsed, requiring it to be re-introduced in the National Assembly by the South African Constitutional Review Committee. However, it is anticipated that this committee will now undertake further deliberations and may need to undergo further rounds of public participation in order to general public support. To be implemented, any amendment to the South African Constitution must by adopted by the National Assembly as well as six of the nine provinces of the South African National Council of Provinces, and the President of South Africa must assent thereto.

If any land in respect of which we hold mining or prospecting rights is expropriated, this could have a material adverse effect on our business, operating results and financial condition.

Notwithstanding the above, section 5(3) of the South African Mineral and Petroleum Resources Development Act No. 28 of 2002 (as amended from time to time) (“MPRDA”) allows a prospecting, mineral or exploration right holder to ‘enter’ the land to which such right relates without the need to own the land. However, regulations 16(1)(b) and 39(2)(b) of the EIA Regulations, 2014, which regulate the public participation process in respect of applications for environmental authorizations for an applicant for a mineral right under the MPRDA, were recently amended (GN 517 of 11 June 2021) to require an applicant of an environmental authorization relating to a mineral right to submit the written consent of the landowner, if the applicant is not the owner or person in control of the land on which the activity is to be undertaken. The EIA Regulations, 2014 constitute delegated legislation and therefore must fall within the ambit of the empowering legislation. The recent amendments are arguably ultra vires since neither NEMA or the MPRDA require landowner consent in respect of mining or prospecting activities. A right granted in terms of the MPRDA is deemed to be a limited real right but the exercise of this right remains “subject to…any relevant law” in terms of section 23(6) of the MPRDA, which law may include the law relating to land use planning in any particular municipal jurisdiction. The law relating to land use in a particular municipal jurisdiction may prescribe the need for land use consent and the ability to obtain this consent is often dependent on obtaining the land owner’s consent.

In South Africa, the ANC has adopted two recommended approaches to interacting with the mining industry. The first approach looks at, among other things, greater state intervention in the mining industry, including the revision of existing royalties, the imposition of new taxes and an increase in the South African government’s holdings in mining companies. The second approach looks at the South African government taking a more active role in the mining industry, including through the introduction of a state mining company to be involved in new projects either through partnerships or individually.

The ANC has proposed policies which, if adopted, may impose additional restrictions, obligations, operational costs, taxes or royalty payments on mining companies, including the Group, any of which could have a material adverse effect on our business, operating results and financial condition.

In 2013, the Minister of Finance appointed the Davis Tax Committee to look into and review inter alia the current mining tax regime. The committee’s first interim report on mining, which was released for public comment on August 13, 2015, proposed no changes to the royalty regime but recommended the discontinuation of the upfront capital expenditure write-off regime in favor of an accelerated capital expenditure depreciation regime. On November 13, 2017, following a period of public comment, the Davis Tax Committee published its final report which largely reaffirmed its initial recommendations. The South African National Treasury will continue to consider the Davis Tax Committee’s final recommendations. It is not clear at this stage which, if any, of the recommendations will be adopted as legislation. Changes made to tax legislation will impact, either directly or indirectly, on our cost structure.

Any of the above could have a material adverse effect on our business, operating results and financial condition.

Our mining and prospecting rights are subject to legislation, which could impose significant costs and burdens.

Mining or prospecting right holders are required to comply with the provisions of the MPRDA, and the terms and conditions on which the right was granted. Prospecting right holders are required to conduct

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prospecting operations in line with what is contemplated in their approved prospecting work program. For further information on the legislative requirements in relation to mining and prospecting rights under the MPRDA, see “— Our mineral rights in South Africa could be altered, suspended, or canceled for a variety of reasons, including uncertainties associated with national and local legislation”. Mining right holders are required to conduct mining operations in line with what is contemplated in their approved mining work program and environmental management program. Furthermore, mining right holders are required to implement the program set out in their approved social and labor plans (“SLPs”), which is geared towards the socioeconomic development of host mine communities, creating employment and increasing training of employees. For further information on our SLPs, see “— Risks related to environmental, social and governance matters — Mining companies are increasingly required to operate in a sustainable manner and to provide benefits to affected communities. Failure to comply with these requirements could result in our reputation in the communities in which we operate deteriorating.” Prospecting fees are payable in accordance with the MPRDA. Royalties are payable on the transfer of a mineral in terms of the Royalty Act. In terms of the Royalty Act, refined minerals attract a maximum royalty of 5% of the gross sales of the extractor (with a minimum of 0.5%), and unrefined minerals attract a maximum royalty of 7% of the gross sales of the extractor (with a minimum of 0.5%). There is the possibility that the Minister of Finance could change the mineral royalty percentage. This possibility creates uncertainty and may impede accurate business and financial planning, which could have a material adverse effect on our results of operations, financial condition and/or prospects.

Our mineral rights in South Africa could be altered, suspended, or canceled for a variety of reasons, including uncertainties associated with national and local legislation.

Various national and local laws govern our mineral rights, policies and regulations in South Africa, which are characterized by significant uncertainties associated with both their formulation as well as implementation. Should we breach any of our obligations in respect of our mining rights, such rights could be altered, suspended, or canceled. Furthermore, if we are found not to be in compliance with certain of the other requirements stipulated in the MHSA, MPRDA or Environmental Laws this may have a material adverse effect on our business, results of operations, financial position and/or growth prospects.

Our prospecting and mining rights may be adversely affected by the DMRE granting competing rights.

A mining and/or prospecting right entitles the holder thereof to the exclusive right to mine and/or prospect (as the case may be) for prescribed minerals over a prescribed area of land. It is possible that third parties are granted mining and/or prospecting rights in respect of associated minerals on areas covered by our prospecting/mining rights.

In addition, our prospecting and mining rights may be adversely affected by the DMRE granting competing rights to third parties over areas covered by our rights. Under South African law it is possible for mining/prospecting rights in respect of the same area of land to be granted in respect of different minerals. The MPRDA does not contain any provisions regulating the mining of different minerals occurring in association, or which must of necessity be mined, together with other minerals (commonly referred to as ‘associated minerals’). We do not, in all cases, hold the rights in respect of all associated minerals occurring in the PGM ore body and, as such, third parties may be granted mining and/or prospecting rights in respect of such associated minerals on the areas covered by our prospecting and/or mining rights. In order for third parties to be granted such rights, a consultation process must be followed. During this process, we would have the right to object to the application, but there can be no assurance that such an objection would be successful. Subsequent to the granting of the competing rights, there is also an opportunity for us to submit an internal administrative appeal in terms of section 96 of the MPRDA, as read with regulation 74 of the MPRDA Regulations. To the extent that such rights are granted, our operations may be adversely affected to the extent that we are required to accommodate the third party’s prospecting/mining operations. Holders of rights to associated minerals may obstruct our mining activities or claims in respect of associated minerals mined by us. In addition, South Africa does not have a reliable cadastre system. As a result, the DMRE often erroneously grants rights in respect of land and minerals for which a pre-existing right already exists. In the event that the DMRE had to grant conflicting rights in this manner over the land and minerals for which we have already been granted rights, then we will have to follow internal appeal procedures, High Court

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interdict (or injunction) proceedings, and ultimately High Court review proceedings in order to have the conflicting grant set aside. In this regard, we may be subjected to costly and protracted legal proceedings.

In this regard, although we have the right to mine PGMs on portions 9 and 15 of the farm Ruighoek, Batlhako Ferrochrome (Pty) Ltd and Ntuane Chrome Mines (Pty) Ltd have rights to mine chrome on portions 9 and 15 of farm Ruighoek respectively. In respect of the remaining extent of the farm Rietfontein, we hold a right to prospect for all minerals (excluding chrome) and tailings whilst Lanxess Chrome Mining Proprietary Limited (“Lanxess”) holds a mining right for chrome. However, this mining right was unlawfully amended during the course of 2015 to include minerals in respect of which we hold a prospecting right. This amendment only came to our attention during May 2021. We have now lodged an internal appeal against the decision to include minerals in the mining right of Lanxess in conflict with our existing prospecting right. Moreover, the chromite rights over the Mphahlele Project area were granted to the Mphahlele Community Development Trust (“MCDT”). Accordingly, any chromite that is mined incidentally by the Mphahlele Project from the UG2 ores or that ends up in the tailings therefore belongs to the MCDT.

We are subject to legislation, regulations and policies and compliance with current and future administrative, regulatory and other obligations could result in increased costs.

Our operations and exploration and development activities are subject to laws and regulations governing various matters. These include laws and regulations relating to environmental protection, including the management of natural resources, management and use of hazardous substances and explosives, exploration, development of mines, production and post-closure reclamation and rehabilitation, exports, price controls, repatriation of capital and exchange controls, taxation, mining royalties, labor standards and occupational health and safety, including mine safety and historic and cultural preservation.

The costs associated with compliance with these laws and regulations are substantial, and possible future laws and regulations, changes to existing laws and regulations could cause additional expense, capital expenditures, restrictions on or suspensions of our operations and delays in the development of its mining assets. Moreover, certain laws and regulations may allow governmental authorities and private parties who have a substantial and direct interest in the mining operations or the consequences of the mining operations to bring lawsuits based upon damages to property and injury to persons (for example, resulting from the environmental and health and safety impacts of our past and current operations), and could lead to the imposition of substantial damages awards, fines, penalties or other civil or criminal sanctions.

Environmental laws and regulations change frequently and are generally becoming more stringent across the global mining industry. If our environmental compliance obligations were to change as a result of changes to the legislation or in certain assumptions we make to estimate liabilities, or if unanticipated conditions were to arise in connection with our operations, our expenses and provisions would increase to reflect these changes. If material, these expenses and provisions could adversely affect our business, operating results and financial condition.

Uncertainty and future disputes regarding authority within the Bakgatla, as well as investigations into its management, financial affairs and past transactions, may materially adversely affect our operations and delay execution and implementation of our strategy and result in other adverse consequences for us.

The Bakgatla are a significant B-BBEE shareholder of the Company and in the past the Company has acquired certain mining rights, whether directly or indirectly, from the Bakgatla or its affiliates (including pursuant to transactions whereby the Bakgatla became a major shareholder in the Company). Our dealings with the Bakgatla have been with the traditional council and/​or its appointed representatives. Following ongoing disputes regarding traditional succession and the management of the financial affairs of the Bakgatla, the Premier of the North West province of South Africa (“Premier”) established a commission of inquiry in July 2016 (“Baloyi Commission”) with a mandate to investigate, inter alia, the role of senior traditional leaders of the Bakgatla and the flow of financial benefits in transactions conducted with third parties on behalf of the Bakgatla (including commercial transactions conducted by the Bakgatla when Mr. Molefe John Pilane was the Kgosi (tribal leader), with third parties and alleged improper diversion of funds). The Baloyi Commission report, which is publicly available, was published in August 2019 and contains a series of findings and recommendations concerning, inter alia, governance, leadership, commercial and financial dealings, accountability, transparency and financial reporting. Amongst these recommendations, the Baloyi

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Commission recommended that an administrator be appointed to conduct the affairs of the Bakgatla temporarily (“Administrator”), following which the Premier published a notice on December 20, 2019 in which it was confirmed that Mr. Phineas Tjie was appointed as the Administrator of the Bakgatla. On July 7, 2020, the recognition of Mr. Molefe John Pilane, who is a former member of our board of directors, as Kgosi of the Bakgatla was withdrawn, and Mr. Rangwane Ramono Pilane Linchwe was recognized as the Kgosi. Mr. Phineas Tjie, as Administrator, is now the duly authorized representative of the Bakgatla. The Administrator’s authority has been extended until July 6, 2022. Uncertainty and future disputes regarding authority and governance within the Bakgatla may materially adversely affect our operations and delay execution and implementation of our strategy.

The Baloyi Commission examined various commercial transactions that the Bakgatla and its affiliates entered into with third parties. This included an aspect of a transaction whereby PPM, a subsidiary of the Company, acquired certain rights in respect of Sedibelo West (which has since been mined out) from the Bakgatla in 2012 (the completion of which was conditioned on an approval from the DMRE, the South African government department that regulates mining). The Baloyi Commission report refers to a payment that an affiliate of the Bakgatla was said to have made to a consultant in connection with facilitating the issuing of such approval and recommended that this payment warranted further investigation. While the Baloyi Commission does not allege any wrongdoing by the Company (or knowledge, on the part of the Company, of any potential wrongdoing by the Bakgatla, its leaders or affiliates), and the Baloyi Commission’s primary focus appears to have been the improper diversion of Bakgatla funds that should have been used for the benefit of the Bakgatla community, any further investigation into this payment (or the broader Sedibelo West transaction), or the management, financial affairs and past transactions of the Bakgatla or its affiliates, could have adverse financial, reputational or legal consequences for us. See too “--Our failure to comply with applicable anti-corruption, anti-bribery, anti money laundering and similar laws and regulations could negatively impact our reputation and results of operations.”

Our operations and profits have been and may be adversely affected by labor unrest and union activity and compliance with labor legislation.

As of December 31, 2021, we had approximately 1,859 employees, of whom 662 were permanent employees and the remainder were mining contractors. Most of our workforce is unionized. Organized labor dynamics in the mining sector, particularly in South Africa, are volatile and uncertain and, as such, they have had, and may in the future have, a material adverse impact on our operations, production and financial performance. We are due to renegotiate our current 3-year agreement with our principal union, the National Union of Mineworkers, in 2022.

Although management believes that we presently have good relations with our employees, there can be no guarantees that wage negotiations will not be accompanied by strikes, work stoppages or other disruptions. A major disagreement or prolonged wage or compensation negotiations between management and employees may result in unauthorized absences, work stoppages, equipment sabotage, and/or picketing at our facilities and mining operations. Activist unions and rivalries between unions may destabilize labor relations in our facilities and mining operations, and lead to unplanned labor action. Significant labor disputes and work stoppages may disrupt our operations. We may be forced to shut down mining operations as a result of industrial action in the future. If we experience labor-related interruptions at any of our operations, or increased employment-related costs, these may have a material adverse effect on our business, results of operations, financial condition, and/or prospects.

On November 27, 2018, the President of South Africa signed into law the NMWA, the Labour Laws Amendment Act, the BCEA Amendment Act, all of which became effective on January 1, 2019, save for the Labour Relations Act, which became effective on March 1, 2019, with some provisions only being effective on April 1, 2020.

The NMWA introduced a national minimum wage of R20 per hour, while the BCEA Amendment Act introduces enforcement mechanisms for the provisions of the NMWA. With effect from March 1, 2021, the national minimum wage is R21.69 per hour. The Labour Relations Act amended the Labour Relations Act No. 66 of 1995, instituting changes mainly related to collective bargaining, the extension of bargaining council agreements to non-parties by the Labour Minister, the prescribing of picketing rules, including providing for the extension of the meaning of ballot for a strike or lock-out to include a secret vote and the

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creation of an advisory arbitration panel to resolve strikes or lock-outs that are, among other things, violent or cause national or local crisis affecting the conditions for the normal social and economic functioning of the community or society. The Labour Laws Amendment Act also amended the Unemployment Insurance Act to allow employees to claim benefits in the event of parental adoption and surrogacy leave. Furthermore, the EEA creates obligations and administrative requirements in respect of non-discrimination and equity in employment matters. Fines of up to R2.7 million or 10% of turnover related to our operations, whichever is greater, may be imposed in the event of repeated non-compliance with certain provisions of the EEA.

Non-compliance with any of the above could have a material adverse effect on our business, operating results and financial condition.

We are subject to risks associated with litigation and regulatory proceedings, which could have a material adverse effect on our business, operating results and financial condition.

We may be involved, from time to time, as a party in various lawsuits, arbitrations, regulatory proceedings or other disputes.

Increasing attention on climate change issues may also lead to an increase in complaints and litigation on grounds of contribution to, or failure to mitigate the effects of, climate change. For instance, the High Court of South Africa, Gauteng Provincial Division, Pretoria recently considered, in the case of EarthLife Africa, Johannesburg v Minister of Environmental Affairs and Others, the impact of a coal-fired power plant on global climate and its contribution to climate change should it continue to be operated until 2060. This was the first case of this nature to be adjudicated by South African courts and paves the way for additional litigation relating to the impacts of various actions on climate change. Following this case, the Minister of DFFE published a notice inviting consultation on her intention to publish the National Guideline for Consideration of Climate Change Implications in Applications for Environmental Authorisations, Atmospheric Emission Licences and Waste Management Licences (GN. 559 of June 25, 2021). Although these guidelines will not apply retrospectively to our current authorizations, once published, the guidelines will be considered in any prospective applications made by us for the applicable licenses, as mining operations often emit greenhouse gas emissions. Consequently, to avoid the risks associated with climate change litigation, we would be required to manage our climate change impacts responsibly, which may result in considerable expenses being incurred.

Additionally, there is an increase in the number of class action claims in respect of damages allegedly caused by contraventions of regulatory obligations, including in historical occupational health risks such as silicosis, pneumoconiosis or tuberculosis.

There has also been more community-based litigation against mining companies, including us. For example, in 2018, the Constitutional Court of South Africa in the case of Maledu and Others v Itereleng Bakgatla Mineral Resources (Pty) Limited and Another recognized the direct descendants of the 13 original occupiers of the Wilgespruit farm as holders of informal land rights and refused an interdict by the Company’s subsidiary, IBMR, against such occupiers. Following the aforementioned judgement, IBMR and PPM entered into a settlement agreement and relocation agreements with the Lesetlheng Community for purposes of relocating relevant members of the Lesetlheng Community from the Wilgespruit farm to alternate farming lands, in exchange for which the Lesetlheng Community has agreed to provide PPM and IBMR unhindered access to the Wilgespruit farm. For additional information regarding these agreements, see “Business — Lesetlheng settlement and relocation agreements.”

Litigation, arbitration, regulatory proceedings and other types of disputes involve inherent uncertainties and, as a result, we face risks associated with adverse judgments or outcomes in these matters. Even in cases where we may ultimately prevail on the merits of any such dispute, we may face significant costs defending our rights, lose certain rights or benefits during the pendency of any such litigation, arbitration, regulatory proceeding or other dispute, or suffer reputational damage as a result of our involvement therein. There can be no assurance as to the outcome of any litigation, arbitration, regulatory proceeding or other dispute, and the adverse determination of material litigation could have a material adverse effect on our business, operating results and financial condition. See also “— Risks related to environmental, social and governance matters — Our operations are subject to environmental, health and safety regulations, which could impose

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additional costs and compliance requirements, and we may face claims and liability for breaches, or alleged breaches, of such regulations and other applicable laws” and “Business — Legal Proceedings.”

Our failure to comply with applicable anti-corruption, anti-bribery, anti-money laundering and similar laws and regulations could negatively impact our reputation and results of operations.

The legal and regulatory framework in which we operate is complex, and our governance and compliance policies and processes may not prevent potential breaches of law or accounting or other governance practices. Our operating and ethical codes, among other standards and guidance, may not prevent instances of fraudulent behavior and dishonesty, nor guarantee compliance with legal and regulatory requirements.

We are required to comply with anti-corruption laws and regulations imposed by governments around the world with jurisdiction over our operations, which may include South African anti-bribery and corruption legislation, the Prevention of Corruption (Bailiwick of Guernsey) Law, 2003 (as amended) and the Criminal Justice (Proceeds of Crime) (Bailiwick of Guernsey) Law, 1999, as well as the laws of the other countries (e.g., the U.S. Foreign Corrupt Practices Act and the UK’s Bribery Act 2010) where we do business or have a close connection. These laws and regulations may restrict our operations, trade practices, investment decisions and partnering activities. These and other applicable laws prohibit us and our officers, directors, employees and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to “foreign officials” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. We are subject to the jurisdiction of various governments and regulatory agencies around the world, which may bring our personnel and representatives into contact with “foreign officials” responsible for issuing or renewing permits, licenses or approvals or for enforcing other governmental regulations.

Our failure to successfully comply with these laws and regulations may expose us to reputational harm, as well as significant sanctions, including criminal fines, imprisonment, civil penalties, disgorgement of profits, injunctions and debarment from government contracts, as well as other remedial measures. Investigations of alleged violations can be expensive and disruptive. We continuously develop and maintain policies and procedures designed to comply with applicable anti-corruption, anti-bribery, anti-money laundering and similar. However, there can be no guarantee that our policies and procedures will effectively prevent violations by our employees or business partners acting on our behalf, for which we may be held responsible, and any such violation could adversely affect our reputation, business, results of operations, and financial condition.

Risks related to environmental, social and governance matters

Mining companies are increasingly required to operate in a sustainable manner and to provide benefits to affected communities. Failure to comply with these requirements could result in our reputation in the communities in which we operate deteriorating.

The continued success of our existing operations and future projects are in part dependent on the broad support of, and healthy relationships within, the respective local communities, in addition to conducting operations in a manner that is not detrimental to the environment. If it is perceived that we do not continue in respecting or advancing the safety, and economic and social progress, of the host communities in which we operate, or if we fail to effectively continue to engage with communities and relevant stakeholders, our reputation and shareholder value could be damaged. This could have a negative impact on our “social license to operate,” and have a material adverse effect on our business, results of operations, financial position and/or growth prospects.

Host communities often reside near mining operations in South Africa. There are several farmers and other occupiers on areas covered by our prospecting/mining rights. The ability of mining companies to commence new, or advance existing, operations are dependent on agreeing the terms of relocation for affected community members. Failure to agree such terms could adversely impact our social license to operate and may result in protracted delays in operations as well as the potential suspension and/or cancellation of the affected mining right(s). For example, in 2018, the Constitutional Court of South Africa in the case of Maledu and Others v Itereleng Bakgatla Mineral Resources (Pty) Limited and Another recognized the direct descendants of the 13 original occupiers of the Wilgespruit farm as holders of informal land rights

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and refused an interdict by the Company’s subsidiary, IBMR, against such occupiers. Following the aforementioned judgement, IBMR and PPM entered into a settlement agreement and relocation agreements with the Lesetlheng Community for loss of use of the Wilgespruit farm, in exchange for purposes of relocating relevant members of the Lesetlheng Community from the Wilgespruit farm to alternate farming lands, in exchange for which the Lesetlheng Community has agreed to provide PPM and IBMR unhindered access to the Wilgespruit farm. For additional information regarding these agreements, see “Business — Lesetlheng settlement and relocation agreements.”

In addition, the global adoption of environmental and social governance principles now driving sustainable finance and impact investment will have a potentially adverse impact on the ability of mining companies not only to raise new capital but also to retain investment. Mining companies in South Africa are under pressure to demonstrate that, while they seek a satisfactory return on investment for shareholders, the environment, human rights and other key sustainability issues are responsibly managed and stakeholders, such as employees and host communities, also benefit from their commercial activities. The potential consequences of these pressures and the adverse publicity in cases where companies are believed not to be creating sufficient social and economic benefit or are perceived to not be responsibly managing other sustainability issues, may result in additional operating costs, higher capital expenditures, reputational damage, active community opposition (possibly resulting in delays, disruptions and stoppages), allegations of human rights abuses, legal suits, regulatory intervention and investor withdrawal.

It has become common in South Africa for communities surrounding mines to look to the mines to better the standards of living in the area. It is also common for such communities to engage in protest action in response to particular issues or concerns associated with the operation of the mine, which may affect access to the mines, production, create strained relationships with communities and various stakeholders, and may negatively impact the safety of communities and employees. The consequences of negative community reactions could therefore have a material adverse impact on the cost, profitability and ultimately the viability of an operation. Such events could lead to disputes with national or local governments or with local communities or any other stakeholders and give rise to material reputational damage. If our operations are delayed or shut down as a result of political and community instability, our earnings may be impacted and the long-term value of our business could be adversely affected. Even in cases where no action adverse to us is taken, the uncertainty associated with such political or community instability could negatively impact the perceived value of our assets and mining investments and, consequently, have a material adverse effect on our financial condition. The MPRDA stipulates that every mining right holder is required to prepare and implement an SLP, the purpose of which is to promote employment, advance social and economic welfare, contribute to transforming the mining industry, and ensure that mining companies contribute to the development of the areas where, and the communities in which, they operate. In terms of regulation 46(e) of the MPRDA Regulations, mining companies are required to provide financially for local economic development programs (which, in terms of clause 2.6.2 of the Mining Codes, should be at least 1% of net profit after tax), human resource development programs (which, according to clause 2.3 of the 2018 Mining Charter, should amount to at least 5% of a mining company’s wage bill) and for retrenchments. The 2018 Mining Charter (as was the case with the previous versions) requires mining companies to provide financially to ensure decent and affordable housing is provided to employees, alternatively by providing rental subsidies, home ownership subsidies or living out allowances. Failure to comply with any of our obligations as set out in an SLP could adversely impact our social license to operate and may result in the suspension and/or cancellation of the affected mining right(s).

We are subject to global resource nationalism trends which encompass a range of measures, such as seeking the greater participation of historically disadvantaged or indigenous people, expropriation or taxation, whereby governments seek to increase the economic benefits derived by their countries from their natural resources.

We are subject to the potential impact of resource nationalism trends. These measures include a government holding a stake directly in companies holding mineral projects, increased taxation of mineral projects and requiring companies to meet domestic beneficiation requirements, such as local processing rules, export taxes or restrictions, or charges on unprocessed ores. In addition, the South African government has also been seeking the greater participation of HDSAs in the mining sector.

We cannot predict the outcome or timing of any amendments or modifications to policy or applicable regulations or the interpretation thereof, the implementation of new policies or regulations and the impact

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these may have on our business. As a result, political, legal, social and economic conditions in South Africa can have a significant effect on our business, financial condition and results of operations.

Our mineral rights are subject to compliance with certain B-BBEE requirements which, if changed, could impose significant costs and burdens and which impose certain ownership requirements.

Our operations in South Africa are subject to legislation regulating mineral rights. The MPRDA is the core legislation that legislates for the right to prospect and mine for minerals in South Africa. The MPRDA also seeks the entry and participation, into the mining industry of South Africa, of HDSAs, the beneficiaries of B-BBEE.

The MPRDA requires mining companies to apply for the right to mine and/or prospect. In order to qualify for these rights, applicants need to satisfy the South African government that they will comply with the B-BBEE requirements of the MPRDA and the 2018 Mining Charter. The B-BBEE requirements are aimed at redressing historical racial imbalances and including historically disadvantaged South Africans in the ownership and management of mining companies. The B-BBEE requirements are also aimed at addressing human resources development, procurement, employment equity and rural and local community development requirements. Additionally, as a condition of our mining rights in South Africa, we must ensure sufficient HDSA participation in our management and core and critical skills. Failure to do so could result in fines or the loss or suspension of our mining rights. Legislation also requires us to take proactive steps to achieve an equitable representation of HDSAs at all occupational levels and to report on the extent to which its plan is being achieved.

Several the B-BBEE requirements associated with the participation of HDSAs in mining companies are subject to possible amendment and review by the South African government, as well as disputes in relation to the interpretation of such requirements. If we, as the holder of mining rights, do not comply with the requirements of the MPRDA or the material terms and conditions of such mining rights, including the relevant B-BBEE requirements, our mining rights may be terminated or suspended. In addition, we may, in the future, be required to incur significant costs to implement changes to our management and shareholding structure in order to comply with any amended requirements as a result of changes in law and any B-BBEE requirements, and the interpretation of such new laws and requirements. This may have a material adverse effect on our business, results of operations, financial position and/or growth prospects.

There is no assurance that any steps we have already taken or might take in the future will ensure the retention of our existing mining rights, the successful renewal of our existing mining rights, the granting of applications for new mining rights, or that the terms of renewals of our mining rights would not be significantly less favorable than the terms of our current mining rights. Any further adjustment to the ownership structure of our South African mining assets in order to meet B-BBEE requirements could have a material adverse effect on the value of our securities.

Any adjustment to the ownership structure of our mining assets in order to meet B-BBEE requirements could have a material adverse effect on the value of our securities. Further, we may, in the future, incur significant costs or have to issue additional shares as a result of changes in the interpretation of existing laws and guidelines or the imposition of new laws relating to HDSA ownership requirements. This may have a material adverse effect on our business, operating results and financial condition.

For further details, see the section entitled “Regulatory Overview.”

For further information in relation to changes in law, see “— Risks related to legal, regulatory and compliance matters — Our mineral rights in South Africa could be altered, suspended or cancelled for a variety of reasons, including uncertainties associated with national and local legislation.”

The dilution of our current B-BBEE partner could have an adverse effect on our mineral rights.

An application for a judicial review of the 2018 Mining Charter instituted by the Minerals Council against the Minister of Mineral Resources and Energy in the High Court of South Africa, Gauteng Provincial Division, Pretoria, was commenced in early May 2020. On September 21, 2021, the High Court ruled in favor of the Minerals Council in its application to review and set aside certain provisions of the 2018 Mining Charter, including provisions in the 2018 Mining Charter suggesting that new and further B-BBEE

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ownership transactions will need to be concluded at the point of renewal of a mining right. The High Court also held that the 2018 Mining Charter is a policy document, as opposed to law and it reviewed and set aside those provisions of the 2018 Mining Charter that undermined the “Once Empowered, Always Empowered” principle. For more information about the 2018 Mining Charter and the High Court ruling, see “Regulatory Overview — The Mineral and Petroleum Resources Development Act — Black Economic Empowerment.”

The Minister of Mineral Resources and Energy decided not to appeal this judgement despite the DMRE’s discontent with it. However, there remains a risk that the DMRE may, despite the High Court’s ruling, regard a dilution of our current B-BBEE partner at any time after the publication of the 2018 Mining Charter as a breach of the 2018 Mining Charter. This may lead to adverse regulatory action, including the potential suspension of our mining operations or suspension or termination of our mining rights. Any operational disruption and/or legal proceedings to have such coercive steps appealed, reviewed and set aside could have a material adverse effect on our business, results of operations and financial condition.

In addition, there is a risk that the DMRE will continue to apply the 2018 Mining Charter rigidly, in spite of it having been declared a mere policy, in respect of new applications for mineral rights and in respect of applications for the incorporation of mining or prospecting areas into existing mineral rights pursuant to section 102 of the MPRDA, lodged prior to, and remaining pending, as at the publication of the 2018 Mining Charter. In this context, we are in the process of making an application to the DMRE, in terms of section 102 of the MPRDA, to incorporate an area situated on the Kruidfontein farm, remainder and portions 1 and 2 of the Middelkuil farm and remainder and portions 1 and 2 of the Modderkuil farm, which area is seen as a future expansion to our contiguous mining area. There is consequently a risk that the section 102 applications will not be granted on the basis that we are not sufficiently empowered in accordance with the 2018 Mining Charter.

Our operations are subject to environmental, health and safety regulations, which could impose additional costs and compliance requirements, and we may face claims and liability for breaches, or alleged breaches, of such regulations and other applicable laws.

Our operations are subject to compliance with various environmental, health and safety laws, regulations, permitting requirements and standards in South Africa.

Section 24 of the South African Constitution grants citizens of South Africa the right to an environment that is not harmful to human health or wellbeing, and to the protection of that environment for the benefit of present and future generations through reasonable legislation and other measures.

The NEMA Amendment Act, which came into operation on September 2, 2014, amended section 24R of NEMA to provide that every holder of a mining right will remain responsible for any environmental liability, pollution or ecological degradation, the pumping and treatment of polluted or extraneous water and the management and sustainable closure thereof, notwithstanding the issuing of a closure certificate. Further, we are required to fund environmental rehabilitation and remediation costs either by making a deposit administrated by the Minister of Mineral Resources and Energy, contributions into South African environmental trust funds or by securing a financial guarantee from a bank, insurer or underwriter see — “Our actual costs of reclamation and mine closure may exceed current estimates, which may, along with the inability to safely close redundant operations, adversely affect our business.” We have incurred, and may in the future incur, significant costs to comply with environmental, health and safety requirements imposed under existing or new legislation, regulations or permit requirements, or to comply with changes in existing laws and regulations or the manner in which they are applied. These costs could have a material adverse effect on our business, results of operations and financial condition.

We may in the future also be subject to litigation and other costs, as well as actions by authorities relating to environmental, health and safety matters, including mine closures, the suspension of operations and prosecution for mining accidents, as well as significant penalties and fines for non-compliance. There are various pieces of legislation enacted and implemented since 1996, in addition to the South African Constitution and NEMA, granting legal standing to a wide range of interest groups to institute legal proceedings to enforce their environmental rights, which are enforceable against private entities as well as the South African government. In the future, we may also be subject to litigation in South Africa brought

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by members of the community affected by environmental-related impacts, as well as NGOs and public bodies. In this regard, recent case law in South Africa has provided a precedent for private prosecution by environmental NGOs for environmental infringements. It should be noted that our Western Limb assets, being our mines operated in the North West Province of South Africa, are situated in close proximity to declared nature reserves as well as private game farms. The owners of the game farms and NGOs are defensive of the area, to protect its pristine qualities for the purposes of tourism and thus actively take legal action to curtail the progressive encroachment of new mines or from mines desirous of expanding their existing footprint. Similarly, the private game farm owners as well as the State have plans to expand the protected areas, which may inhibit our future expansions.

The Minister of Mineral Resources and Energy is obliged, in terms of the NEMA Amendment Act, to appoint environmental mineral resource inspectors who will monitor the compliance of mining companies, as well enforce provisions of NEMA insofar as it relates to prospecting, exploration, mining or production.

As environmental laws and regulations are becoming more complex and stringent, our environmental management plans and/or programs and other environmental licenses may be the subject of increasingly strict interpretation or enforcement, or become more comprehensive, which could result in increased capital or operating expenditure or financial or other penalties and/or the suspension or loss of our rights. For example, we face increasing challenges and costs at our operations to comply with our statutory obligations in terms of applicable environmental law and regulations, as well as license and authorization requirements. We could face material cost overruns in meeting these compliance obligations. The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition, and/or prospects.

The core health risks associated with our mining operations arise from occupational exposure and community environmental exposure to silica dust, noise and certain hazardous substances, including toxic gases and harmful particulates. The most significant occupational diseases affecting our workforce include lung diseases (such as silicosis, tuberculosis, a combination of the two and chronic obstructive airways disease) as well as noise-induced hearing loss. Past and current employees may be awarded compensation for occupational illnesses (and injuries) in accordance with the legislative regime applicable to the illness contracted.

In the case of occupational diseases such as silicosis, employees retain the right to seek additional compensation from their employer in a civil action under common law (either as individuals or as a class) for the shortfall of their claims, to the extent that such claims are not fully satisfied under the statutory workers compensation regime (which, due to the low thresholds set by statute, is often the case).

In May 2018, several South African gold mining companies agreed to a class action settlement agreement that provides compensation to all eligible workers suffering from silicosis and tuberculosis, who worked in certain South African gold mines from March 12, 1965 to the effective date of the settlement agreement. There is no guarantee that civil claims will not be brought against us in the future for damages allegedly suffered in connection with alleged contraventions of legal or regulatory obligations, including class actions related to alleged historical occupational health risks such as silicosis, pneumoconiosis or tuberculosis. This may, in turn, impact our production and result in material liabilities stemming from any successful claims for compensation against us, in addition to material reputational harm to us and our operations. In addition, we expect to incur additional costs as we continuously review our engineering controls and monitoring systems in order to continuously reduce dust exposure as far as is reasonably practicable. Any, or all, of these health risks could have a material adverse effect on our results of operations, financial condition and/or prospects.

Furthermore, the MHSA specifically provides employees with the ability to act in the interest of their own safety and the safety of their colleagues, including the right to leave a workplace, or to refuse to perform work, which, with reasonable justification, they believe to be dangerous. In the event that this right is exercised in the future, this may result in delays to our operations and planning, particularly where employees’ safety concerns may require some time to be rectified or engagement with employees is required to demonstrate that concerns have been addressed. Furthermore, allegations of adverse safety conditions may be initiated by the labor unions which, even if unsubstantiated, may result in reputational damage to us, lead to a regulatory investigation and/or an enforcement action.

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Additionally, due to the nature of our operations, our employees and contractors are exposed to varying degrees of risk in the workplace. These risks may include exposure to dangerous situations, machinery or materials and/or health hazards and have the potential to result in disease, personal injury or death. We are responsible for the health, safety and security of our employees, (including third-party personnel) working at sites and persons who are not employed by us but may be directly affected by our operations under our management and, accordingly, must implement adequate health and safety systems and procedures. Health and safety incidents can result in loss of life, losses and liabilities, work stoppages (as a result of stoppage orders from the MHSI or otherwise), serious damage to equipment or property or environmental damage. These risk factors can, singularly or in combination, have a material effect on our reputation, results of operations, and financial condition. In the event of disease, injury or death arising out of the negligence of an employer or its employees, a risk of criminal and, in certain circumstances, civil litigation exists. In the case of a work-related fatality, an employer may be subjected to criminal charges in a court of law. Furthermore, such incidents can result in violations of various health and safety laws and regulations that could have a material adverse effect on our results of operations, financial condition and/or prospects.

If new regulations, potential litigation or changes to health and safety laws increase the burden of compliance or the penalties for non-compliance, this may cause us to incur further significant costs and could have a material adverse effect on our business, operating results and financial position.

Regulators, such as the DMRE, can and do issue, in the ordinary course of operations, instructions, such as orders issued in terms of section 54 of the MHSA, following safety incidents or accidents to partially or completely halt operations at affected mines. Historically, safety orders, such as orders issued in terms of section 54 of the MHSA, have been more prevalent in the PGM industry and, as such, our operations are at a heightened risk of being affected by stoppages resulting from such orders. PPM recorded one section 54 instruction during the course of 2019. While the instruction was issued in terms of section 54 of the MHSA, no instruction was issued in relation to any stoppage and production continued. PPM was, however, required to fix all deviations, conduct a comprehensive audit on all the findings and submit a compliance report to the DMRE. PPM complied with the instruction and a compliance report was submitted to the DMRE on July 25, 2019. In addition, South Africa’s Deputy Minister of Mineral Resources and Energy has stated that the ministry may increase sanctions, including closures, for mines in which fatalities occur because of violations of health and safety rules.

It is our policy to halt production at our operations when serious accidents occur in order to assess the situation and, if necessary, retrain workers. In addition, there can be no assurance that unions will not take industrial action in response to such accidents, which could lead to losses in our production. Any additional stoppages in production, or increased costs associated with such incidents, could have a material adverse effect on our business, operating results and financial condition. Such incidents may also negatively affect our reputation with, among others, employees, unions and regulators.

Our actual costs of reclamation and mine closure may exceed current estimates, which may, along with the inability to safely close redundant operations, adversely affect our business.

Under section 24P of NEMA and the 2015 Financial Provisioning Regulations, companies engaged in mining activities, such as the Group, are required to set aside financial provisions for the costs associated with the rehabilitation, closure and ongoing post-decommissioning management of negative environmental impacts arising from such mining company’s prospecting, exploration, mining or production activities. As of December 31, 2021 and 2020, we made a provision of US$18.8 million and US$16.8 million, respectively, in our audited annual consolidated financial statements in respect of our financial provisioning obligations. There is however no guarantee that the actual costs of rehabilitation and remediation of environmental impacts will accord with our provisioning or that the estimated costs will not increase in the future when our respective mine closure plans are updated in detail. If our actual mine closure costs significantly exceed its estimates, this may have a material adverse effect on our business, our operating results and/or financial condition.

The 2015 Financial Provisioning Regulations specify various procedures for how financial provision is to be made, audited and reviewed. Existing mining right holders were entitled to a transitional deferral from

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the application of the assessment provisions under the 2015 Financial Provisioning Regulations. Existing mining right holders are required to comply with the requirements set out in the 2015 Financial Provisioning Regulations by June 19, 2022.

Failure to comply with section 24P of NEMA and the 2015 Financial Provisioning Regulations is a criminal offence, and a holder of a mining right may be liable upon conviction to a fine not exceeding R10 million or to imprisonment for a period not exceeding 10 years, or to both such a fine or such imprisonment. Such non-compliance may also give rise to the potential suspension of mining operations or the suspension or termination of our mineral rights.

The regulation of financial provisioning is currently in a state of uncertainty as the 2015 Financial Provisioning Regulations are expected to be replaced by a new set of regulations in the near future. Revised drafts of regulations were published in 2017, 2019 and 2021, but are yet to be finalized.

As currently drafted, the proposed new financial provisioning regulations, the 2019 Financial Provisioning Regulations, will alter the way companies calculate financial provisioning. Although the 2015 Financial Provisioning Regulations have brought about a number of changes to the previous regime under the MPRDA regarding financial provisioning, it is likely that compliance with the new regulations will substantially increase the required quantum of financial provisioning made by companies with existing operations and provided for in the operating budget of applicants and holders of mining rights, rather than by the financial vehicles historically used by mining companies to provide for these provisions.

The reason for this increase in financial provisioning is mainly attributable to the change which specifies that latent or residual environmental impacts, which may become known in the future, will include the pumping and treatment of polluted or extraneous water.

The cost impact to us of maintaining the existing financial guarantees is expected to be approximately 1.2% (blended average) of the full value of the guarantees payable annually, and a further approximate 5.1% of the value of the guarantees will be paid annually into an investment account with funds becoming available only when these costs are actually incurred. If the 2019 Financial Provisioning Regulations are brought into force on their current terms, it is presently estimated that an additional annual charge (costs) of R1.5 million per annum may arise to us, assuming broadly similar terms to what is currently available in the market.

Regulation of GHG emissions and climate change issues may materially adversely affect our operations.

Energy is a significant input and cost to our mining operations, with our principal energy sources being electricity and purchased petroleum products. Several governments or governmental bodies, including the United Nations Framework Convention on Climate Change and the South African government have introduced or are contemplating regulatory changes in response to the potential impact of climate change.

The South African government introduced a carbon tax under the Carbon Tax Act with effect from June 1, 2019. The first phase of the Carbon Tax Act applies to Scope 1 emissions which was initially meant to run from June 1, 2019 to December 31, 2022 will be extended by three years for the period January 1, 2023 to December 31, 2025. The basic rate for the tax period January 1, 2022 to December 31, 2022 is R144 per tonne of CO2e emissions. Allowances under the Carbon Tax Act result in an effective carbon tax rate ranging from R7.20 to R57.60 per tonne of CO2e emitted, escalating at the consumer price index plus 2% per annum until the end of the first phase. The South African government indicated that a review of the impact of carbon tax will be conducted before the second phase, after at least three years of implementation of the carbon tax. The impact and possible changes to the amount of carbon tax in future years has been projected by the South African government (see “Industry Overview — Environmental regulations —  Atmospheric emissions licenses”) and may have a more significant impact on our operations than anticipated.

The impact of carbon tax on entities is both direct (where the entity has a carbon tax liability) or indirect (where suppliers to the entity are subject to carbon tax and increase the prices of their goods due to the carbon tax). Our principal energy sources include electricity where the electricity generator is subject to carbon tax. At present electricity generators are able to deduct from their carbon tax liability the renewable energy premium (amounts which they pay to entities which supply them with renewable energy) and the environmental levy (an electricity generation levy which is levied upon electricity generators). As a result of

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these deductions, electricity generators such as Eskom do not have any carbon tax liability. As a result of the extension of the first phase to December 31, 2025, the electricity price neutrality commitment will also be extended until December 31, 2025. However, following the review of the carbon tax at the end of the first phase it is possible that these arrangements may change which could then result in an increase in the price of electricity and accordingly our costs.

Simultaneously with the introduction of the carbon tax under the Carbon Tax Act, a carbon fuel levy was introduced under the Customs and Excise Act No. 91 of 1964, as part of the current South African fuel levy regime. The carbon fuel levy now includes a carbon levy, which applies to stationary and non-stationary mobile emissions resulting from the use of liquid fuels, mostly petrol and diesel. The carbon fuel levy on diesel, which came into effect on June 5, 2019, is R0.09 per liter. In addition, a notice published in the South African Government Gazette on May 31, 2019, provided that the carbon fuel levy was excluded from the diesel refund regime. As such, a person who becomes liable for the carbon fuel levy, will not be able to claim a refund on the R0.09 per liter of diesel paid in respect of the carbon fuel levy on diesel.

In addition, the DFFE has published draft bills for comment that will impose so-called “carbon budgets” on entities in identified high-emitting industries, including mining (the “Climate Change Bill”). The “carbon budgets” are intended to operate as statutory limits for greenhouse gas emissions, emissions in excess of which will attract a higher carbon tax rate. The South African National Treasury and the DFFE have reviewed various options for aligning the carbon tax with the carbon budgets, with the most recent proposal being that emissions below the carbon budget will be taxed according to the current tax design, and those exceeding the carbon budget will be taxed at a much higher rate. Since the Climate Change Bill has not been promulgated, the Carbon Tax Act has not been drafted to reflect this alignment at this stage. Once the Climate Change Bill is assented to as an act of Parliament, the Carbon Tax Act can then be amended, accordingly. It is proposed that a higher carbon tax rate of R640 per tonne of carbon dioxide equivalent will apply to greenhouse gas emissions exceeding the carbon budget.

There can be no assurance that we will be able to meet our voluntary targets relating to GHG emissions or comply with targets that may be imposed on the mining industry by external regulators. Furthermore, additional, new and/or different regulations in this area, such as the imposition of stricter limits than those currently contemplated, could be enacted; all of which could have a material adverse effect on our business, results of operations, financial condition, and prospects. Furthermore, the potential physical impacts of climate change on our operations are highly uncertain and may adversely impact the cost, production and financial performance of our operations.

Our operations are subject to water use regulation, which could impose significant costs and burdens.

South Africa is a water-scarce country, where the demand for water exceeds natural water availability in several river basins. As a result, our operations are subject to regulatory controls on usage and disposal of water. Under South African law, mining operations are subject to water use licenses and/or authorizations that govern each operation’s water usage and that require, among other things, mining companies to achieve and maintain certain water quality limits regarding all water discharges. We may therefore face increasing competition for water uses both in respect of surface and groundwater, which will not only have implications from a water allocation and entitlement perspective but may result in higher operating costs from a tariff perspective, as water use charges may increase. If water scarcity becomes acute, this would raise risks in relation to the sustainability of supply, and there may be a need for us to implement new technology in order to use water more efficiently. Under South African law, mining companies are subject to integrated water use licenses (“IWULs”) and/or other water use authorizations that govern a mining company’s water usage. Additionally, these IWULs and other water authorizations require, among other things, the operations to achieve and maintain certain water quality limits regarding all water discharges and impacts. IWULs are subject to regular reviews, and there may be stricter conditions imposed upon a mining company in South Africa in the event of a change in environmental circumstances, which would make compliance with such licenses increasingly challenging. Any failure by us to achieve or maintain compliance with the requirements of any of our IWULs with respect to any of our operations, including poor water management and control of current operating mines and redundant operations, could result in our being subject to substantial claims, penalties, fees and expenses, significant delays in operations, or the suspension or withdrawal of our entitlement to use water and negatively impact operating licenses. This could have a material adverse effect on our reputation, business, results of operations, financial condition and/or prospects.

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Due to the nature of open cast and underground mining and the extensive environmental footprint of our operations, environmental hazards, industrial accidents, seismic activity, mining accidents and pollution may result in operational disruptions such as work stoppages, which could result in increased production costs as well as financial and regulatory liabilities.

Mining by its nature involves significant risks and hazards, including environmental hazards, as well as industrial and mining accidents. These include, for example, seismic events, fires, cave-ins and blockages, flooding, discharges of gasses and toxic substances, contamination of water, air or soil resources, unusual and unexpected rock formation affecting ore or wall rock characteristics, ground or slope failures, rock bursts, wildfires, radioactivity and other accidents or conditions resulting from mining activities, including, among others, blasting and the transport, storage and handling of hazardous materials. In addition, production, in general, is negatively affected in the summer months, with high rainfall and inclement weather conditions affecting mining in an open pit environment.

We have experienced, and continue to remain at risk of experiencing, environmental and other industrial hazards, as well as industrial and mining accidents. Any such incidents could have a material adverse effect on our business, operating results and financial condition.

Seismic activity is of particular concern in the underground mining environment. Seismic events have intermittently in the past caused death and injury to employees and contractors, and can result in safety-related stoppages. Additionally, seismic activity has also caused a loss of mining equipment, damage to and destruction of mineral properties and production facilities, monetary losses, environmental damage and potential legal liabilities.

Furthermore, there is the risk that relevant regulators, such as the DMRE in South Africa, may impose fines and work stoppages (known as section 54 stoppages) for non-compliant mining operating procedures and activities, which could reduce or halt production until lifted. The occurrence of any of these events could delay or halt production, increase production costs and result in financial and regulatory liability for us, which could have a material adverse effect on our business, results of operations, and financial condition. See also “— Our operations are subject to environmental, health and safety regulations, which could impose additional costs and compliance requirements, and we may face claims and liability for breaches, or alleged breaches, of such regulations and other applicable laws.”

In addition, the relevant environmental authorities have issued and may issue administrative directives and compliance notices in the future, to enforce the provisions of the relevant statutes (including, but not limited to, NEMA, the NWA, the NEMAQA and the Waste Act in South Africa), to take specific anti-pollution measures, continue with those measures and/or to complete those measures. The authorities may also order the suspension of part, or all of, our operations if there is non-compliance with legislation. Contravention of some of these statutes may also constitute a criminal offense and an offender may be liable for a fine or imprisonment, or both, in addition to administrative penalties.

As a result, the occurrence of any of these events may have a material adverse effect on our business, results of operations and financial condition.

Theft of PGM concentrate and production inputs, may occur on some of our properties. These activities are difficult to control, can disrupt our business and can expose us to liability.

We have experienced illegal and artisanal mining activities and theft of precious metals bearing materials (which may be by employees or third parties) at our properties. The activities of illegal and artisanal miners could lead to reduction of Mineral Reserves and/or Mineral Resources, potentially affecting the economic viability of mining certain areas and shortening the lives of the operations as well as causing possible operational disruption, project delays, disputes with illegal miners and communities, pollution or damage to property for which we could potentially be held responsible, leading to fines or other costs. Rising PGM prices may result in an increase in PGM theft. The occurrence of any of these events could have a material adverse effect on our business, operating results and financial condition.

Social unrest, sickness or natural or man-made disaster at informal settlements in the vicinity of some of our operations may disrupt our business or may lead to greater social or regulatory impositions on us.

There are several informal settlements located in the vicinity of some of our operations. These settlements are populated by mining company employees (including our employees), the families of mining

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company employees and others. In recent years, the size of these settlements has grown substantially. Poor living conditions in these settlements may lead to the spread of disease or other health hazards, which may increase absences or affect the productivity of employees. The population of such settlements or the surrounding communities may also demand jobs, social services or infrastructure from the local mining operations, including the Group. Any such demands or other demands from these communities may lead to increased costs or regulatory burdens on us. Such demands may also lead to protests or other actions that may hinder our ability to operate.

In addition, on December 11, 2019, the DMRE published the Reviewed Housing and Living Conditions Standard for the minerals industry, which is applicable to an existing or new mining right holder providing housing and living conditions to mine employees. The new standard came into effect on the date of publication. We are evaluating the impacts of the Reviewed Housing and Living Conditions Standard on our operations and may be required to revise our current housing and living condition plans to align with the new standard, which could result in increased costs.

Any of the above factors could have a material adverse effect on our business, reputation, results of operations and financial condition.

The failure of a tailings storage facility could negatively impact our business, reputation, operating results and financial condition.

Mining companies face inherent risks in their operation of tailings storage facilities. Tailings storage facilities are structures built for the containment of fine mining waste, known as tailings. This waste, which consists mainly of material that is extracted during mining but not used in the production of metals, must be disposed of in an appropriate manner so as not to impact the safety of the workforce and communities or cause environmental damage. However, the use of tailings storage facilities exposes us to certain risks, among them seepage of decanted tailings water or acid mine drainage and the failure of a dam at a tailings storage facility. Tailings storage facilities designed with upstream constructed embankments may present greater risk, particularly where the facility is located in a high seasonal rainfall area and where the embankments are constructed using reclaimed tailings materials. For example, in January 2019, the dam of a Brazilian mining company’s tailings storage facility (not associated with us) failed, releasing muddy tailings downstream, reaching and flooding certain communities, causing multiple deaths and extensive property and environmental damage in the surrounding area. This dam failure followed another similar incident in Brazil in 2015 and in Canada in 2014. The dam failure in 2019 resulted in the immediate stoppage of that company’s mining operations pursuant to an order by government authorities. The occurrence of a dam failure at our tailings storage facility could also lead to the loss of human life and/or extensive property and permanent environmental damage, leading to the need for large expenditures on contingencies and on recovering the regions and people affected and the payment of penalties, fines or other money damages.

We maintain measures to manage our dams’ safety, including compliance with the International Council on Mining and Metals’ Tailings Governance Position Statement and undertake routine reviews by independent international consulting companies. However, we cannot guarantee the effectiveness of our designs, construction quality or regular monitoring throughout our operations or that these measures will prevent the failure of one or more of our tailings dams or that such potential failure will be detected in advance.

The failure of a dam at a tailings storage facility could lead to multiple legal proceedings and investigations, which could include securities class actions, criminal proceedings and public civil actions (against the Company and/or individuals) for significant amounts of damages. Furthermore, the elimination of the “conventional” practice of storing wet tailings (e.g. alternatively filtering, “dry” stacking and compacting the tailings) could require the research, development and deployment of new technologies, which could lead to additional large expenditures. As a result of the recent dam failures described above or as a result of future dam failures, additional environmental and health and safety laws and regulations may be forthcoming globally, including in South Africa, which may ban or curtail any storage of wet tailings or the construction or use of upstream tailings dams. In addition, changes in industry standards, laws and regulations may impose more stringent conditions in connection with the licensing process of projects and operations and increased criminal and civil liability for companies, officers and contractors. For example,

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the ICMM, the United Nations Environment Programme (“UNEP”) and the Principles for Responsible Investment (“PRI”) have co-convened a global tailings review to establish an international tailings standard (Global Tailings Standard).

The occurrence of any of the above mentioned risks could have a material adverse effect on our business, results of operations and financial condition.

Risks related to South Africa

Economic, political or social instability in South Africa may have a material adverse effect on our operations and profits.

Our mining operations are located in South Africa. Changes to, or increased instability in the economic, political or social environment in South Africa or surrounding countries could create uncertainty, which discourages investment in the region and may affect investments in us. In addition, socio-political instability and unrest may also disrupt our business and operations, compromise safety and security, increase costs, affect employee morale, impact our ability to deliver our operational plans, create uncertainty regarding mining licenses, and cause reputational damage; any of which could have a material adverse effect on our business, results of operations and financial condition.

In March 2019, the President of South Africa, Cyril Ramaphosa, announced that South Africa would move forward with the nationalization of the SARB. Following the announcement, government officials made various contradictory statements regarding the government’s plans to nationalize the SARB, which have created uncertainty around this issue. In November 2020, the Standing Committee on Finance invited stakeholders and interested parties to submit written submissions on the South African Reserve Bank Amendment Bill, which amends the South African Reserve Bank Act No. 90 of 1989, which bill, inter alia, proposes that state should be made the sole holder of the shares in the SARB. Submissions were received in this regard. While the SARB’s independence is constitutionally guaranteed, any economic or political instability caused by any nationalization process, whether or not fully or partially completed, may create issues with the movement of funds into or out of South Africa and impact the general business environment in South Africa. Any negative impact on the South African economy could adversely affect our business, operating results and financial condition.

Community disruptions could result in access to our mining operations being obstructed, our property being damaged and production being interrupted. In addition, while the South African government has stated that it does not intend to nationalize mining assets or mining companies, certain opposition political parties have stated publicly that the government should embark on a program of nationalization. See “— Risks related to legal, regulatory and compliance Matters — Our operations are subject to the imposition of several regulatory costs, which may have a material adverse effect on our business, operations and profits.” Any threats, or actual proceedings, to nationalize any of our assets could cause a cessation or curtailment of our operations, resulting in a material adverse effect on our business, operating results and financial condition. If any of these risks materialize, this could cause a rapid decline in the value of our securities, thereby possibly causing investors to lose their respective investments.

In addition, the ongoing legal battles and civil action relating to former South African President Jacob Zuma’s corruption charges, fuelled by job layoffs and economic inequality worsened by the COVID-19 pandemic, lead to unprecedented civil unrest in July 2021.

On June 29, 2021, following repeated absences from the court, Jacob Zuma was sentenced to 15 months in prison for contempt of court after he refused to appear at a commission the South African government appointed to investigate alleged corruption during his time in office. On July 9, 2021, the same day the Pietermaritzburg High Court upheld Jacob Zuma’s conviction and prison sentence for contempt of court, public unrest began in the form of riots, mass looting, violence and acts of destruction, mainly in the KwaZulu-Natal and Gauteng provinces. The riots, looting, and widespread violence continued for several days and quickly escalated, resulting in the deployment of the South African National Defence Force to assist law enforcement agencies in quelling the unrest.

The unrest had far-reaching, adverse impacts across various industries and sectors, including impacts on logistic networks as a result of road closures, supply chain disruptions (including food, fuel, and medical

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supply shortages), and resulted in the suspension of the COVID-19 vaccine rollout in several areas. Hundreds of properties were destroyed, and businesses were forced to shut down. On July 20, 2021, the acting Minister in the Presidency, Khumbudzo Ntshavheni, citing the South African Property Owners Association’ estimate, noted that the unrest could cost a loss of R50 billion ($3.4 billion) to South Africa’s national economy and placed at least 150,000 jobs at risk. It is estimated that at least 330 people died in connection with the unrest.

High levels of unemployment and a shortage of critical skills in South Africa, despite increased government expenditure on education and training, remain issues that impact the local economy. In particular, the effects of COVID-19 have, and continue to impact, stability in South Africa. For further information on the impact of COVID-19, see “— Risks related to our business and our industry — The current global COVID-19 pandemic has significantly impacted the global economy and markets, and is likely to continue to do so, which could adversely affect our business, results of operations, financial condition and prospects.” With the recent civil unrest and looting, coupled with the effects of COVID-19, the national unemployment rate as of the start of 2021 was just over 32%. In the third quarter of 2021, this figure was almost 48% for black South Africans and 74% for youth. Several other political and economic factors have led to, and may continue to lead, to further downgrades in national credit ratings, and may adversely affect the South African mining industry as a whole, as well as our operations.

More specifically, South African mining companies are experiencing increasing trends of incitement and violence towards mines, breaches of perimeter security, vandalism and robbery, the annexation of waste rock dumps, as well as the intimidation and murder of mine employees.

In addition, economic and political instability and geopolitical events in regions outside of South Africa , including the United Kingdom’s exit from the EU, the emergence of a trade war between the United States and China and the invasion of Ukraine by Russia in February 2022 (and the retaliatory measures that have been taken, or could be taken in the future, by the United States and other countries) may result in unavoidable uncertainties and events that could: negatively affect the risk appetite for investments in the equity markets, South Africa and mining companies in particular; cause volatility in currency exchange rates, commodity prices, interest rates, and worldwide political, regulatory, economic or market conditions; and contribute to instability in political institutions, regulatory agencies, and financial markets. Any of these factors could have a material adverse effect on our business, operating results and financial condition.

A further downgrade of South Africa’s credit rating may have an adverse effect on our cost of funding and ability to secure financing.

Prior to 2017, the challenges facing the mining industry and various other sectors in South Africa were some of the factors that resulted in the downgrading of South Africa’s sovereign credit rating to non-investment grade by Standard & Poor’s, Fitch Ratings, and Moody’s. As of May 21, 2021, Standard & Poor’s and Fitch Ratings affirmed South Africa’s long-term sovereign credit rating at BB-, which is three notches below investment grade. As of May 24, 2021, Moody’s maintained South Africa’s credit rating at Ba2 (per its downgrade on November 21, 2020), which is two notches below investment grade. These downgrades, and the risk of further downgrades, may have a material adverse effect on the South African economy as many pension funds and other large investors are required by internal rules to sell securities once two separate agencies rate South Africa as non-investment grade. This may restrict our future access to international financing and could have a material adverse effect on our business, results of operations, financial condition and/or prospects.

Because PGMs and gold are generally sold in U.S. dollars, while the majority of our production and a substantial amount of our PGM production costs are denominated in South African rand, our operating results and financial condition will be materially affected if there is a material change in the value of the South African rand.

PGMs and gold are principally sold throughout the world in U.S. dollars, but our costs of production at our operations in South Africa are primarily incurred in South African rand. Recent volatility in the South African rand has made our costs and results of operations less predictable than when currency exchange rates are more stable. The South African rand has experienced significant devaluation against

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the U.S. dollar, falling from R10.34 per US$1.00 as of December 31, 2013, to R15.54 per US$1.00 as of December 31, 2015, before strengthening again to R14.00 per US$1.00 as of December 31, 2019. On March 27, 2020, following Moody’s downgrade of South Africa’s sovereign credit rating to non-investment grade, the value of the South African rand was further devalued to R17.62 per US$1.00, followed by a gradual strengthening in the second half of fiscal 2020. Following Moody’s downgrade on March 27, 2020, the South African rand strengthened by 16.6% against the U.S. dollar to R14.62 per US$1.00 as of December 31, 2020. In 2021, the South African rand continued to appreciate against the U.S. dollar, reaching R15.90 per US$1.00 as of December 31, 2021. Any significant increase or appreciation of the South African rand against the U.S. dollar would increase our operating costs in U.S. dollar terms and reduce revenue in South African rand terms, which could materially adversely affect our results of operations, and financial condition. Conversely, a weakening of the South African rand may result in higher inflation in South Africa, which would increase the prices we pay for products and services. In light of these factors and the likely impact on cash flow, our management regularly re-evaluates its current growth capital expenditure plans. Certain projects may be deferred or placed on care and maintenance until commodity prices sustainably improve and/or currency exchange rate volatility has subsided. Should a strong South African rand/U.S. dollar exchange rate persist without a corresponding gain in commodity prices, we may consider increasing operational flexibility by adjusting mine plans, reducing capital expenditure, or selling assets and, if necessary, consider options to increase funding flexibility. All of these factors could have a material adverse effect on our business, operating results and financial condition.

South African Exchange Control Regulations could materially constrain our financial flexibility.

South Africa’s existing Exchange Control Regulations restrict the ability of South African companies to convert or transfer sums in foreign currencies to or from South Africa. Transactions between South African residents (including companies) and non-residents (excluding residents of the CMA) are subject to exchange controls enforced by the SARB.

As a result, our ability to raise or deploy loan funding outside the CMA is currently subject to consent from either the SARB, or where such authority has been delegated, an “Authorised Dealer” with full capacity at an approved bank operating in South Africa, particularly any debt funding that we may require from offshore lenders. These limitations placed on flowing all funds in an unregulated manner could hinder our financial and strategic flexibility, particularly our ability to raise funds outside South Africa. In addition, the ability to generate cash flows at the level of Sedibelo and other non-South African Group companies depends on the ability of our South African Group subsidiaries to upstream funds.

In February 2020, the Minister of Finance announced a new capital flow management system in the 2020 Budget Speech, in terms of which all foreign-currency transactions will be allowed, except for a risk-based list of capital flow measures. The 2021 Budget Speech on February 24, stated the new capital flow management framework would continue to be developed and that new regulations in this regard will be published “shortly.” To date, the new framework and regulations have not yet been published, although there has been an ongoing relaxation of current exchange controls with a view to easing controls and implementing a prudential-based system.

There is no assurance that restrictions on currency exchange will not be reinstated or implemented in the future or that these restrictions will not limit the ability of our subsidiaries to transfer cash or borrow from outside the CMA, which could have a material adverse effect on our business, results of operations, financial condition and prospects.

Our business, results of operations, and financial condition may be adversely affected by inflation.

South Africa has historically experienced high rates of inflation. Inflation, as well as government efforts to combat inflation, had significant negative effects on the South African economy. Inflation rates were 4.5% in 2018, 4.1% in 2019, 3.2% in 2020 and 4.4% in 2021, as measured by the World Bank Group. The South African government’s measures to control inflation have often included maintaining tight monetary policy with high interest rates, thereby restricting the availability of credit and reducing economic growth. Inflation, actions that may be implemented to combat inflation and public speculation about any possible additional actions also may contribute materially to economic uncertainty in South Africa and accordingly weaken investor confidence, thus adversely impacting our ability to access the international capital markets.

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Conversely, more lenient government policies and interest rate decreases may trigger increases in inflation and, consequently, growth volatility and the need for sudden and significant interest rate increases, which could negatively affect our business.

South Africa may experience high levels of inflation in the future, which may increase our costs, such as labor and energy. Inflationary pressures may also curtail our ability to access international financial markets and may lead to further government intervention in the economy. This may include the introduction of government policies that may materially and adversely affect the overall performance of the South African economy, which in turn may materially and adversely affect us.

HIV/AIDS, tuberculosis and other contagious diseases pose risks to us in terms of lost productivity and increased costs.

The prevalence of HIV/AIDS in South Africa poses risks to us in terms of potentially reduced productivity and increased medical and other costs. Compounding this are the concomitant infections, such as tuberculosis, that can accompany HIV illness, particularly during the latter stages, and cause additional healthcare-related costs. Further, certain underlying health conditions, including conditions that compromise the immune system, such as HIV/AIDS, have worsened outcomes among individuals infected with COVID-19. See “— Risks related to our business and our industry — The current global COVID-19 pandemic has significantly impacted the global economy and markets and is likely to continue to do so, which could adversely affect our business, results of operations, financial condition and prospects.” Additionally, the spread of contagious diseases such as respiratory diseases is exacerbated by communal housing. The spread of such diseases could impact employees’ productivity, treatment costs and, therefore, operational costs.

If there is a significant increase in the prevalence of HIV/AIDS infection and related diseases among the workforce, this may have a material adverse effect on our business, results of operations and financial condition.

The costs of healthcare services may increase in the future depending on underlying legislation and the profile of our employees.

Healthcare costs in South Africa have increased in recent years. Healthcare, and particularly occupational healthcare, is provided by Discovery, Bonitas and Medihelp. There is a risk that the cost of providing such services could change in the future, depending on, among other things, the nature of underlying legislation and the profile of employees. This cost, should it transpire, is difficult to estimate. Significant increases in the costs of healthcare provided to our employees at our facilities or mandated contributions to any national healthcare fund could have an adverse effect on our business, financial condition and results of operations.

Risks related to our incorporation in the Island of Guernsey

The Company may be subject to the Guernsey Income Tax (Substance Requirements) (Implementation) Regulations 2018.

The Guernsey Income Tax (Substance Requirements) (Implementation) Regulations 2018 (the “Guernsey Substance Regulations”) which were made by the Policy & Resources Committee in Guernsey took effect on January 1, 2019.

Under the Guernsey Substance Regulations, the Company is classified as a “pure equity holding company,” which requires the Company to demonstrate “adequate” economic substance in Guernsey.

The Guernsey Substance Regulations were subsequently amended by:

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the Income Tax (Substance Requirements) (Implementation) (Amendment) Regulations, 2018, which were made by the Policy & Resources Committee on December 19, 2018, taking effect from January 1, 2019;

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the Income Tax (Substance Requirements) (Implementation) (Amendment) Regulations, 2019, which were made by the Policy & Resources Committee on July 29, 2019, taking effect from August 1, 2019; and

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•

the Income Tax (Substance Requirements) (Implementation) (Amendment) Regulations, 2020, which were made by the Policy & Resources Committee on September 10, 2020, taking effect from October 1, 2020.

The Guernsey Substance Regulations may be further amended in the future and as a result, the Company may be required to employ additional individuals or engage additional service providers in Guernsey, which may result in increased annual administrative costs for the Company.

Because the Company is incorporated under the laws of the Island of Guernsey, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

The Company is incorporated under the laws of the Island of Guernsey. The rights of holders of Ordinary Shares which are set out in the Articles are governed by Guernsey law. These rights may differ from the rights of shareholders in US corporations.

As a result, it may be difficult for investors to effect service of process within the United States upon the Company’s directors or officers, or enforce judgments obtained in the United States courts against the Company’s directors or officers based on civil liabilities under United States securities laws. The Company has been advised that there is doubt as to the enforceability in Guernsey of judgments of the United States courts of civil liabilities predicated solely upon the laws of the United States, including the federal securities laws. As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of our board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

See “Enforceability of Civil Liabilities” for additional information on your ability to enforce civil claim against the Company and its executive officers and directors named in this prospectus.

Risks related to our ordinary shares and this offering

There is no existing market for our ordinary shares, and we do not know whether one will develop to provide you with adequate liquidity. If our share price fluctuates after this offering, you could lose a significant part of your investment.

As of the date of this prospectus, there is no public market for our ordinary shares. If an active trading market does not develop, you may have difficulty selling any of our ordinary shares that you buy. We cannot predict the extent to which investor interest in the Company will lead to the development of an active trading market on the NYSE, or how liquid that market might become. The initial public offering price for our ordinary shares will be determined by negotiations between us, the selling shareholders and the underwriters and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell our ordinary shares at prices equal to or greater than the price paid by you in this offering. In addition to the risks described above, the market price of our ordinary shares may be influenced by many factors, some of which are beyond our control, including:

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the failure of financial analysts to cover our ordinary shares after this offering or changes in financial estimates by analysts;

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actual or anticipated variations in our results of operations;

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changes in financial estimates by financial analysts, or any failure by us to meet or exceed any of these estimates, or changes in the recommendations of any financial analysts that elect to follow our ordinary shares or the shares of our competitors;

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announcements by us or our competitors of significant contracts or acquisitions;

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future sales of our shares; and

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investor perceptions of us and the industries in which we operate.

In addition, the stock market in general has experienced substantial price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of particular companies affected. These broad market and industry factors may materially harm the market price of our ordinary shares,

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regardless of our operating performance. In the past, following periods of volatility in the market price of certain companies’ securities, securities class action litigation has been instituted against these companies. This litigation, if instituted against us, could adversely affect our financial condition or results of operations. If a market does not develop or is not maintained, the liquidity and price of our ordinary shares could be seriously harmed.

We do not anticipate paying dividends before we achieve significant production of our growth development projects and, as a result, your ability to achieve a return on capital of your investment may depend on appreciation in the price of our ordinary shares.

In our development phase, we have never declared or paid any cash dividends on our ordinary shares and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. In addition, our ability to pay cash dividends is not currently, but may in the future be, limited by the terms of our credit agreements, and any future credit or other agreements may contain terms prohibiting or limiting the amount of dividends that may be declared or paid on our ordinary shares. Accordingly, investors must rely on sales of their ordinary shares after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

The market price of our ordinary shares could be negatively affected by future sales of our ordinary shares.

After this offering, there will be           shares of our ordinary shares outstanding (or      if the underwriters exercise their option in full). Sales by us or our shareholders of a substantial number of ordinary shares in the public market following this offering, or the perception that these sales might occur, could cause the market price of our ordinary shares to decline or could impair our ability to raise capital through a future sale of, or pay for acquisitions using, our equity securities.

The Company, its directors and executive officers and shareholders representing    % of the Company’s total capital stock prior to this offering have agreed with the underwriters that, subject to limited exceptions, for a period of 180 days after the date of this prospectus, they will not directly or indirectly offer, pledge, sell, contract to sell, grant any option to purchase or otherwise dispose of any ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares, or in any manner transfer all or a portion of the economic consequences associated with the ownership of ordinary shares, or cause a registration statement covering any ordinary shares to be filed except for the ordinary shares offered in this offering, without the prior written consent of the designated representatives of the underwriters, who may, in their sole discretion and at any time without notice, release all or any portion of the shares subject to these lock-up agreements.

In addition, to the extent that we issue additional ordinary shares under our post-IPO long-term equity incentive plan, there will be further dilution to investors participating in this offering. The maximum aggregate number of shares that may be issued at any time pursuant to awards under this plan is expected to be equivalent to 5% of the total number of issued shares immediately following this offering. The maximum number of shares that may be allocated to an individual participant in respect of all unvested awards under this plan may not exceed 1% of the total number of issued shares immediately following this offering. For more information, see “Management — Long-term incentive plans — Long-term incentive plan 2022 (post-IPO plan).” Following this offering, we intend to file a registration statement on Form S-8 under the Securities Act registering the shares under our share option plans. Shares included in this registration statement will be available for sale in the public market immediately after such filing, subject to vesting provisions, except for shares held by affiliates who will have certain restrictions on their ability to sell. If a large number of our ordinary shares or securities convertible into our ordinary shares are sold in the public market after they become eligible for sale, the sales could reduce the trading price of our ordinary shares and impede our ability to raise future capital.

If we do not meet the consensus expectations, if analysts do not publish research or if they issue unfavorable opinions or downgrade our ordinary shares, the price of our ordinary shares could decline.

The trading market for our ordinary shares may rely, in part, on the research and reports that equity research analysts publish about us and our business. The analysts’ estimates are based upon their own

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opinions and may be different from our estimates or expectations. If our results of operations are below the estimates or expectations of public market analysts and investors, our share price could decline. Moreover, the price of our ordinary shares could decline if one or more securities analysts downgrade our ordinary shares or if those analysts issue other unfavorable opinions or cease publishing reports about us or our business.

Following the closing of this offering, the significant beneficial owners of our shares may have a significant influence over matters requiring shareholder approval, which could delay or prevent a change of control.

Following the closing of this offering, the largest beneficial owners of our shares, each of which currently beneficially owns more than 10% of our outstanding shares, will beneficially own in the aggregate    % of our ordinary shares (or    % if the underwriters exercise their over-allotment option in full). As a result, these shareholders individually could exert significant influence, and if they were to act together could exert a controlling influence, over our operations and business strategy and would have sufficient voting power to control the outcome of matters requiring shareholder approval. These matters may include:

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the composition of our board of directors, which has the authority to direct our business and to appoint and remove our officers;

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approving or rejecting a merger, consolidation or other business combination;

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raising future capital; and

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amending our Governing Documents, which govern the rights attached to our ordinary shares.

This concentration of ownership of our ordinary shares could delay or prevent proxy contests, mergers, tender offers, open-market purchase programs or other purchases of our ordinary shares that might otherwise give you the opportunity to realize a premium over the then-prevailing market price of our ordinary shares. This concentration of ownership may also adversely affect our share price.

New investors in our ordinary shares will experience immediate and substantial book value dilution after this offering.

The initial public offering price of our ordinary shares will be substantially higher than the pro forma net tangible book value per outstanding ordinary share immediately after this offering. Based on an assumed initial public offering price of US$      per share (the midpoint of the price range set forth on the cover of this prospectus) and our net tangible book value as of December 31, 2021, if you purchase our ordinary shares in this offering you will pay more for your shares than the amounts paid by our existing shareholders for their shares and you will suffer immediate dilution of approximately US$      per share in pro forma net tangible book value. As a result of this dilution, investors purchasing ordinary shares in this offering may receive significantly less than the full purchase price that they paid for the shares purchased in this offering in the event of a liquidation. See “Dilution.”

We have broad discretion over the use of proceeds we receive in this offering and may not apply the proceeds in ways that increase the value of your investment.

Our management will have broad discretion in the application of the net proceeds from this offering and, as a result, you will have to rely on the judgment of our management with respect to the use of these proceeds. Our management may spend a portion or all of the net proceeds in ways that not all shareholders approve of, or that may not yield a favorable return. Management failure to apply these funds effectively could harm our business.

Requirements associated with being a public company in the United States will require significant resources and management attention.

Requirements associated with being a public company in the United States will require significant resources and management attention. After the completion of this offering, we will become subject to certain reporting requirements of the Exchange Act, and the other rules and regulations of the SEC, and the NYSE. We will also be subject to various other regulatory requirements, including the Sarbanes-Oxley Act. We expect these rules and regulations to increase our legal, accounting and financial compliance costs

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and to make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain directors’ and officers’ liability insurance, which could make it more difficult for us to attract and retain qualified members of our board of directors. We cannot predict or estimate the amount of additional costs we will incur as a public company or the timing of such costs.

In addition, complying with rules and regulations and the increasingly complex laws pertaining to public companies will require substantial attention from our senior management, which could divert their attention away from the day-to-day management of our business. These cost increases and the diversion of management’s attention could materially and adversely affect our business, results of operations, and financial condition. We will also need to hire additional personnel to support our financial reporting function and may face challenges in doing so.

We may lose our foreign private issuer status which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur significant additional legal, accounting and other expenses.

We are a foreign private issuer and therefore we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable to U.S. domestic issuers. If in the future we are not a foreign private issuer as of the last day of the second fiscal quarter in any fiscal year, we would be required to comply with all of the periodic disclosure, current reporting requirements and proxy solicitation rules of the Exchange Act applicable to U.S. domestic issuers. In order to maintain our current status as a foreign private issuer, either (a) a majority of our ordinary shares must be either directly or indirectly owned of record by non-residents of the United States or (b)(i) a majority of our directors and executive officers may not be U.S. citizens or residents, (ii) more than 50% of our assets cannot be located in the United States and (iii) our business must be administered principally outside the United States. If we were to lose this status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We may also be required to make changes in our corporate governance practices in accordance with various SEC and stock exchange rules. The regulatory and compliance costs to us if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the costs we would incur as a foreign private issuer. As a result, we expect that a loss of foreign private issuer status would increase our legal and financial compliance costs and would make some activities highly time consuming and costly. These rules and regulations could also make it more difficult for us to attract and retain qualified executive directors and non-executive directors.

As a foreign private issuer, we are permitted to, and we will, follow certain home country corporate governance practices instead of otherwise applicable NYSE requirements, which may, in the future, result in less protection than is accorded to investors under rules applicable to domestic U.S. issuers.

As a foreign private issuer, we are permitted to, and we will, follow certain home country corporate governance practices instead of those otherwise required under NYSE rules for U.S. domestic issuers, provided that we disclose any significant ways in which our corporate governance practices differ from those followed by domestic companies under NYSE listing standards. See “Management — Foreign Private Issuer Status” for more information.

As a result of our reliance on the corporate governance exemptions available to foreign private issuers under NYSE rules, you will not have the same protection afforded to shareholders of companies that are subject to all of NYSE’s corporate governance requirements. Availing ourselves of any of these exemptions, as opposed to complying with the requirements that are applicable to a U.S. domestic registrant, may provide less protection to you than is accorded to investors under NYSE’s corporate governance rules. Therefore, any foreign private issuer exemptions we avail ourselves of in the future may reduce the scope of information and protection to which you are otherwise entitled as an investor.

As a foreign private issuer we will not be subject to the provisions of Regulation FD or U.S. proxy rules and will be exempt from filing certain Exchange Act reports.

As a foreign private issuer, we will be exempt from several requirements under U.S. securities laws that apply to public companies that are not foreign private issuers. In particular, we will be exempt from the rules

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and regulations under the Exchange Act, related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file annual and current reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act and we will generally be exempt from filing quarterly reports with the SEC under the Exchange Act. We will also be exempt from the provisions of Regulation FD, which prohibits the selective disclosure of material nonpublic information to, among others, broker-dealers and holders of a company’s securities under circumstances in which it is reasonably foreseeable that the holder will trade in such company’s securities on the basis of the information. Even though we intend to comply voluntarily with Regulation FD, these exemptions and leniencies will reduce the frequency and scope of information and protections to which you are entitled as an investor.

We are not required to comply with the proxy rules applicable to U.S. domestic filers, including the requirement applicable to emerging growth companies to disclose the compensation of our Chief Executive Officer and other two most highly compensated executive officers on an individual, rather than an aggregate, basis.

In order to maintain our current status as a foreign private issuer, either (a) more than 50% of our outstanding voting securities must be directly or indirectly owned of record by non-residents of the United States or (b)(i) a majority of our executive officers or directors may not be U.S. citizens or residents, (ii) more than 50% of our assets cannot be located in the United States and (iii) our business must be administered principally outside the United States. Following the completion of this offering or at some other time thereafter, U.S. residents may directly or indirectly own more than 50% of our outstanding voting securities. If so, we will cease to qualify as a foreign private issuer if we do not meet the requirements set forth in (b) above.

Although we have elected to comply with certain U.S. regulatory provisions, our loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer would be significantly higher. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. We would also be required to follow U.S. proxy disclosure requirements, including the requirement to disclose more detailed information about the compensation of our senior executive officers on an individual basis. We may also be required to modify certain of our policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers.

We are an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make our ordinary shares less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and may remain an emerging growth company for up to five years. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, and not being required to report Critical Audit Matters under Public Company Accounting Oversight Board (PCAOB) Standards in the auditor’s report, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In this prospectus, we have not included all of the executive compensation-related information that would be required if we were not an emerging growth company. We cannot predict whether investors will find our ordinary shares less attractive if we rely on these exemptions. If some investors find our ordinary shares less attractive as a result, there may be a less active trading market for our ordinary shares and our share price may be more volatile.

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Emerging markets are subject to greater risks, and an investment in the Company may not be suitable for all investors as a result.

Emerging markets, including South Africa, are generally subject to greater risks, including legal, regulatory, economic and political risks, than more developed markets. Accordingly, investors should exercise particular care in evaluating the risks involved and should consider whether, in light of these risks, investing in the shares of a company whose assets and operations are based in an emerging market is appropriate. Investment in a company whose assets and operations are based in an emerging market is generally suitable only for sophisticated investors who fully appreciate the significance of the risks involved. Investors are therefore urged to consult with their own legal and financial advisers before making an investment in the Company.

As a public company, we will be obligated to develop and maintain proper and effective internal control over financial reporting in order to comply with Section 404 of the Sarbanes-Oxley Act. We may not complete our analysis of our internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in us and, as a result, the value of our ordinary shares. In addition, because of our status as an emerging growth company, we are not required to obtain an attestation from our independent registered public accounting firm as to the effectiveness of our internal control over financial reporting.

Once we register our shares with the SEC as a public company and following this public offering, we will be required by Section 404 of the Sarbanes-Oxley Act to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting in our second annual report following the completion of this public offering. The process of designing and implementing internal control over financial reporting required to comply with this requirement is time consuming, costly and complicated. If during the evaluation and testing process we identify one or more other material weaknesses in our internal control over financial reporting or determine that existing material weaknesses have not been remediated, our management will be unable to assert that our internal control over financial reporting is effective. See “— Risks related to our business and our industry — We have identified material weaknesses in our internal control over financial reporting, and if we fail to establish and maintain effective internal controls over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations, prevent fraud and/or file our periodic reports as a public company in a timely manner”. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act.

Even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may issue a report that is qualified if it is not satisfied with our controls or the level at which our controls are documented, designed, operated or reviewed. However, our independent registered public accounting firm will not be required to issue an attestation report on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until the later of the filing of our second annual report following the completion of this offering or the date we are no longer an “emerging growth company,” as defined in the JOBS Act. Accordingly, you will not be able to depend on any attestation concerning the effectiveness of our internal control over financial reporting from our independent registered public accounting firm for the foreseeable future.

We cannot be certain as to the timing of completion of our evaluation, testing and any remediation actions or the impact of the same on our operations. If we are not able to implement the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or with adequate compliance, our independent registered public accounting firm may issue an adverse opinion due to ineffective internal controls over financial reporting, and we may be subject to sanctions or investigation by regulatory authorities, such as the SEC. As a result, there could be a negative reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. In addition, we may be required to incur costs in improving our internal control system and the hiring of additional personnel. Any such action could negatively affect our results of operations and cash flows.

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USE OF PROCEEDS

We estimate that our net proceeds from this offering, after deducting the underwriting discount and estimated offering expenses payable by us, will be approximately US$      million, or approximately US$      million if the underwriters exercise their over-allotment option in full. This estimate assumes: (1) an offering price of US$      per ordinary share in the offering, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus; and (2) that the ordinary shares being sold in the South African offering are offered at the South African rand equivalent of that price.

We will not receive any proceeds from the sale of ordinary shares by the selling shareholders.

A US$1.00 increase (decrease) in the assumed initial public offering price of US$      per ordinary share (which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus), would increase (decrease) the net proceeds to us from this offering by approximately US$      million, assuming that the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1,000,000 shares in the number of ordinary shares offered by us would increase (decrease) the net proceeds to us from this offering by approximately US$      million, assuming that the assumed initial public offering price remains the same, and after deducting underwriting discounts and estimated offering expenses payable by us.

We anticipate that we will use the net proceeds we receive from this offering, including any net proceeds we receive from the exercise of the underwriters’ option to acquire additional ordinary shares in the offering, to pursue our expansion objectives and for general corporate purposes, as follows: (1) approximately US$        (or US$        , assuming the over-allotment option is exercised in full) to        ; (2) approximately US$      (or US$        , assuming the over-allotment option is exercised in full) to        ; and (3) approximately US$        (or US$        , assuming the over-allotment option is exercised in full) to       .

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DIVIDEND POLICY

We may declare a dividend to be paid to the holders of our ordinary shares in proportion to their respective shareholdings. However, we have never declared or paid any cash dividends on our ordinary shares, and we do not anticipate paying dividends before we achieve significant production of our growth development projects. In addition, our future credit or other financing agreements may contain terms prohibiting or limiting the amount of dividends that may be declared or paid on our ordinary shares. Any decision to declare and pay dividends will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, solvency, and such other factors that our board of directors may consider relevant. We currently intend to retain future earnings to finance operations and expand our business.

The payment of dividends may also be limited by the Companies Law, which permits the payment of dividends only if our board of directors is satisfied on reasonable grounds that the company will, immediately after the payment of dividends, satisfy the “solvency test,” which means that a company is able to pay its debts as they become due and the value of a company’s assets is greater than the value of its liabilities. For purposes of the Companies Law, “debts” includes fixed preferential returns on shares ranking ahead of those in respect of which a dividend is made (except where that fixed preferential return is expressed in the memorandum or articles of incorporation as being subject to the power of our board of directors to pay dividends), but does not include debts arising by reason of the authorization, and “liabilities” includes the amount that would be required, if a company were to be dissolved after the dividend, to repay all fixed preferential amounts payable by a company to holders, at that time or on earlier redemption (except where such fixed preferential amounts are expressed in the memorandum or articles as being subject to the power of our board of directors to pay dividends) but, subject to any debts, does not include dividends payable in the future. Under the Companies Law, the payment of dividends is determined by our board of directors and does not require the approval of the shareholders of a company unless the company’s memorandum or articles provide otherwise. Our Governing Documents do not require shareholder approval of a dividend and provide that the payment of a dividend may be determined by our board of directors, subject to the provisions of the Companies Law.

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CAPITALIZATION

The following table sets forth our total capitalization (defined as the sum of our total borrowings and total equity) as of December 31, 2021, as follows:

•

on an actual basis;

•

on an as adjusted basis to give effect to the issuance and sale of ordinary shares in this offering and the receipt of approximately           in estimated net proceeds to us, assuming (1) an offering price of US$      per ordinary share in the offering, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus and (2) that the ordinary shares being sold in the South African offering are offered at that price.

The Reverse Share Split will have no impact on our total capitalization as no monies will be received and no new obligations will be incurred.

You should read this information in conjunction with our audited annual consolidated financial statements and the related notes appearing at the end of this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section, and other financial information contained in this prospectus.

​	As of December 31, 2021
	Actual		As Adjusted(1)
	(in US$ thousands)
Long-term borrowings	​	​	​	​
Unsecured	​	5,289
Secured	​	—	​
Total long-term borrowings	​	5,289	​	​
Short-term borrowings	​	​	​	​
Unsecured	​	—	​	​
Secured	​	—	​	​
Total short-term borrowings	​	—	​
Revolving commodity facility	​	31,252	​	​
Total borrowings	​	36,541	​	​
Equity attributable to owners of the Company	​	​	​	​
Share capital	​	2,549,583	​	​
Other components of equity	​	(616,842)	​	​
(Accumulated losses) / Retained profit	​	(831,400)	​	​
Total equity attributable to owners of the Company	​	1,101,341	​	​
Non-controlling interests	​	(7,687)	​	​
Total equity	​	1,093,654	​	​
Total capitalization(2)	​	1,130,195	​	​

(1)

As adjusted to give effect to the issuance and sale of ordinary shares in this offering and the receipt of approximately           in estimated net proceeds, assuming (1) an offering price of US$      per ordinary share in the offering, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus and (2) that the ordinary shares being sold in the South African offering are offered at that price.

(2)

Total capitalization is defined as the sum of our total borrowings and total equity.

A US$1.00 increase (decrease) in the assumed initial public offering price of US$      per ordinary share (which is the midpoint of the estimated offering price range set forth on the cover page of this

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prospectus), would increase (decrease) our total equity and total capitalization by approximately US$      million, assuming that the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and estimated offering expenses payable by us.

We will not receive any proceeds from the sale of ordinary shares by the selling shareholders.

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DILUTION

If you purchase our ordinary shares offered by this prospectus, your interest will be diluted to the extent of the difference between the initial public offering price per ordinary share and the pro forma consolidated net tangible book value per ordinary share after accounting for the issuance and sale of our ordinary shares in this offering. See “Risk Factors — Risks related to our ordinary shares and this offering — New investors in our ordinary shares will experience immediate and substantial book value dilution after this offering.”

Consolidated net tangible book value per ordinary share is defined as total assets (excluding mining assets and intangible assets) less total liabilities, divided by the number of ordinary shares outstanding. Our consolidated net tangible book value as of December 31, 2021 was US$      per ordinary share, corresponding to consolidated net tangible book value of US$354.2 million, divided by           , the total number of our ordinary shares outstanding as of December 31, 2021, after giving effect to the Reverse Share Split.

After giving effect to the sale by us of the                 ordinary shares offered by us in this offering (assuming the underwriters do not elect to exercise their over-allotment option), and considering an offering price of US$      per ordinary share (the midpoint of the range set forth on the cover of this prospectus), after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma consolidated net tangible book value estimated as of December 31, 2021 would have been approximately US$      million, representing US$      per ordinary share. This represents an immediate increase in consolidated net tangible book value of US$      per ordinary share to existing shareholders and an immediate dilution in net tangible book value of US$      per share to new investors purchasing our ordinary shares in the global. Dilution for this purpose represents the difference between the price per ordinary share paid by these purchasers and the pro forma consolidated net tangible book value per ordinary share immediately after the completion of this offering.

The following table illustrates this dilution to new investors purchasing our ordinary shares in this offering.

Assumed initial public offering price per ordinary share	US$
Consolidated net tangible book value per ordinary share as of December 31, 2021, after giving effect to the Reverse Share Split	US$
Increase in consolidated net tangible book value per ordinary share attributable to existing shareholders	US$
Pro forma consolidated net tangible book value per share after this offering	US$
Dilution per ordinary share to new investors in this offering	US$
Percentage of dilution in consolidated net tangible book value per ordinary share to new investors	​	%

Each US$1.00 increase (decrease) in the offering price per ordinary share would increase (decrease) our pro forma consolidated net tangible book value after this offering by US$      per ordinary share and the dilution per ordinary share to new investors in this offering by US$      per ordinary share.

The actual offering price per ordinary share is not based on the pro forma consolidated net tangible book value of our ordinary shares, but will be established based through a bookbuilding process. The foregoing tables assume no exercise of the over-allotment option.

If the underwriters exercise their over-allotment option in full in this offering, our pro forma consolidated net tangible book value after this offering would be US$      per ordinary share, the increase in our consolidated net tangible book value per ordinary share attributable to existing shareholders would be US$      and the dilution to new investors in this offering would be US$      per ordinary share, in each case assuming an initial public offering price of US$      per ordinary share (the midpoint of the range set forth on the cover of this prospectus).

The following table summarizes, as of December 31, 2021, the differences between the number of purchased ordinary shares, the total consideration paid in cash and the average price per ordinary share

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that existing shareholders paid, on the one hand, and new investors are paying in this offering, on the other hand. The calculation below is based on an assumed initial public offering price of $      per ordinary share, the midpoint of the range set forth on the cover of this prospectus, before deducting underwriting discounts and estimated offering expenses payable by us.

​	Shares Purchased				Total Consideration			Average Price Per Share
	Number		Percent		Amount	Percentage
Existing shareholders	​	​	​	%	US$	​	%	US$
New investors	​		​	%	US$	​	%	US$
Total	​		​	100%	US$	​	100%	US$

To the extent that we issue additional ordinary shares under our post-IPO long-term equity incentive plan, there will be further dilution to investors participating in this offering. The maximum aggregate number of shares that may be issued at any time pursuant to awards under this plan is expected to be equivalent to 5% of the total number of issued shares immediately following this offering. The maximum number of shares that may be allocated to an individual participant in respect of all unvested awards under this plan may not exceed 1% of the total number of issued shares immediately following this offering. For more information, see “Management — Long-term incentive plans — Long-term incentive plan 2022 (post-IPO plan).”

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EXCHANGE RATES

While the Company maintains its books and records in U.S. dollars, the presentation currency for the Company’s individual and consolidated financial statements, as a holding company, the Company’s material assets are its direct and indirect equity interests in its subsidiaries, and the Company is therefore dependent upon the results of operations of its subsidiaries, which are denominated primarily in South African rand. The exchange rates discussed in this section have been obtained from The Standard Bank of South Africa. See “Risk Factors — Risks related to our business and our industry — Our holding company structure makes us dependent on the operations of our subsidiaries” and “Risk Factors — Risks related to South Africa — Because PGMs and gold are generally sold in U.S. dollars, while the majority of our production and a substantial amount of our PGM production costs are denominated in South African rand, our operating results and financial condition will be materially affected if there is a material change in the value of the South African rand” and “Presentation of Financial and Other Information — Financial Statements.”

South Africa

In recent years, the value of the South African rand as measured against the U.S. dollar has declined considerably. The South African rand declined from R14.43 per US$1.00 at December 31, 2018 to R14.62 per US$1.00 at December 31, 2020, but increased in 2021, to R15.90 per US$1.00 at December 31, 2021. The exchange rate between the South African rand and the U.S. dollar was R14.69 per US$1.00 as of April 19, 2022. There can be no assurance that the South African rand will not further depreciate against the U.S. dollar or other currencies in the future.

The following table sets forth, for the periods indicated, the high, low, average and period-end exchange rates for the purchase of U.S. dollars expressed in South African rand per U.S. dollar. The average rate is calculated by using the average of reported exchange rates by The Standard Bank of South Africa on each day during a monthly period and on the last day of each month during an annual period.

Year	Period-end		Average(1)		Low		High
2017	​	12.38	​	13.32	​	12.27	​	14.49
2018	​	14.43	​	13.25	​	11.52	​	15.50
2019	​	14.12	​	14.45	​	13.31	​	15.43
2020	​	14.62	​	16.46	​	14.02	​	19.23
2021	​	15.90	​	14.78	​	13.42	​	16.19

Month	Period-end		Average(1)		Low		High
November 2021	​	16.19	​	15.53	​	14.90	​	16.19
December 2021	​	15.90	​	15.87	​	15.55	​	16.08
January 2022	​	15.56	​	15.52	​	15.10	​	16.05
February 2022	​	15.35	​	15.23	​	14.97	​	15.55
March 2022	​	14.52	​	15.00	​	14.51	​	15.40
April 2022 (through April 19)	​	14.49	​	14.63	​	14.48	​	14.75

Source: The Standard Bank of South Africa Limited.

(1)

Represents the average of the exchange rates on the closing of each day during the period.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our audited annual consolidated financial statements as of and for the years ended December 31, 2021, 2020 and 2019, included elsewhere in this prospectus, as well as the information presented under “Presentation of Financial and Other Information,” and “Prospectus Summary — Summary Consolidated Financial and Other Data.”

The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of events may differ materially from those expressed or implied in such forward-looking statements as a result of various factors, including those set forth in “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.”

Overview

We are an established South African producer of PGMs, with a portfolio of high-quality PGM growth projects and an exclusive license within a majority of the SADC region for a next-generation processing technology that we believe will facilitate the production of finished metal with a lower environmental impact than traditional smelting. For the years ended December 31, 2021 and 2020, we produced and sold 98 koz and 129 koz, respectively, of 4E. According to the Technical Report Summaries, our production is forecast to grow by 326% to 417 koz 4E per annum in 2030, based on our life-of-mine plans, which require material increases to our capital and operating expenditures and are based on estimates of mineral reserves and resources and commodity price and exchange rate forecasts, amongst others. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Principal factors affecting our financial condition and results of operations — Capital expenditures,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Capital expenditures” and “Description of Projects.”

We currently operate the Pilanesberg Platinum Mine on the Western Limb of the Bushveld Complex, an open pit mining operation which commenced production in March 2008. The Bushveld Complex is a well-established producing region for PGMs, which according to CRU contained approximately 91% of the world’s PGM-bearing ore in 2020 and represented 70%, 34%, and 78% of global platinum, palladium and rhodium production in 2020, respectively.

We are advancing two high quality PGM expansion projects: (1) the development of the Triple Crown Properties, a wholly-owned brownfield expansion of the Pilanesberg Platinum Mine, including a new underground section of the mine to allow us to access attractive mineral resources; and (2) the greenfield Mphahlele Project on the Eastern Limb of the Bushveld Complex, in which we hold a 75% interest. We believe these projects are high quality as they are higher grade than our existing operations and shallower than the underground mines of our competitors. Further, we believe that our ability to leverage our existing Pilanesberg Platinum Mine footprint and regional (third party and owned) infrastructure will make these new projects very capital efficient. According to the Technical Report Summaries, our Western Limb properties (excluding Kruidfontein) and Eastern Limb properties are forecast to result in steady-state average production of 278 koz and 152 koz 4E per annum from 2030 to 2040, respectively. According to the SFA (Oxford) Report, the operation of the Triple Crown Properties, once developed, will reposition us as one of the lowest cost producers in the PGM sector.

Currently, substantially all of our PGM in concentrate is sold to a third party for conversion into finished metal through an energy intensive traditional smelting process. Going forward, we plan to forward integrate to refine our PGMs independently. Through our 50% holding in Kelltech, we are in the process of developing a 110 ktpa Kell Processing Plant to be located near our existing Pilanesberg Platinum Mine operations. We expect that the Kell Processing Plant will process our concentrate, as well as refine third party concentrate, into metal using a more environmentally-friendly hydrometallurgical process as compared to traditional smelting. The Kell process follows four basic sequential steps, all of which are well-proven and commonly used in the metallurgical industry and provide high recoveries of base and precious metals. Our Kell Processing Plant will be the first of its kind at commercial scale, but we believe the capabilities of the technology have already been well established.

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We are committed to operating our business and engaging with our community in line with industry best-practice ESG principles, which include plans to: (1) align our business with the United Nations Sustainable Development Goals; (2) prepare our annual sustainability reports in accordance with the Global Reporting Initiative Standards, which assist companies in communicating and disclosing their impacts on inter alia environmental issues, human rights and corruption; (3) register to participate in voluntary disclosure programs, such as the Church of England Tailings Disclosure Programme; (4) strengthen our environmental management at our operations to comply with the IFC Performance Standards on Environmental and Social Sustainability; and (5) procure a dedicated supply of renewable energy for our operations. To this end we appointed a Chief ESG Officer effective December 1, 2021. To date, we have significantly improved our safety and environmental performance since 2011 through enhanced controls and procedures with no major reportable incidents for over three years. We are an active participant in our local community, whose members comprised approximately 64% of our workforce as of December 31, 2021 and which is a key 26% shareholder of the Company through the Tribal Authority structure. The local community is an essential partner for the success of our business and our continuous focus on the wellbeing of our work force has helped us achieve over six million fatality-free shifts worked over the past twelve years. In addition, we successfully negotiated with a farming community which occupied a portion of the Wilgespruit farm to gain full access to our mining properties. This has been an invaluable experience and has deepened our ability to work with a range of community stakeholders. We are actively evaluating ways we can further improve our environmental and carbon footprint, including the possibility of building solar plants at both the Pilanesberg Platinum Mine and Mphahlele and the use of alternate fuel sources both in the processing plants and in our mining vehicles, to reduce or eliminate our reliance on grid electricity and diesel. For more information about our ESG program, see “Business — Environmental, social and governance matters.”

We are led by a strong management team, with extensive experience working together to build and operate PGM assets in South Africa, as well as in underground and open pit mining. Our Chief Executive Officer Erich Clarke, Chief Financial Officer, Elmarie Maritz, Chief Operating Officer, Casper Badenhorst, Executive Corporate Affairs and Human Capital, Christian Phephenyane, and other members of our senior management team, have managed our business since 2014 and bring expertise from other notable PGM operators in South Africa, including Lonmin plc, Northam Platinum Limited, Anglo American Platinum Limited and Impala.

For the year ended December 31, 2021, we:

•

produced and sold 97.6 koz 4E, consisting of 62.5 koz, 26.0 koz, 6.5 koz and 2.6 koz of contained platinum, palladium, rhodium and gold, respectively, in the form of concentrate;

•

generated revenue of US$266 million; and

•

incurred cost of operations of US$184 million.

For the year ended December 31, 2020, we:

•

produced and sold 128.8 koz 4E, consisting of 82.1 koz, 34.1 koz, 9.8 koz and 2.8 koz of contained platinum. palladium, rhodium and gold, respectively, in the form of concentrate;

•

generated revenue of US$278 million; and

•

incurred cost of operations of US$156 million and managed down costs during the COVID-19 pandemic and a compulsory care and maintenance period as a result of lockdowns enforced on businesses in South Africa, reflecting cost discipline during a period of uncertainty.

Principal factors affecting our financial condition and results of operations

Our performance and results of operations have been and we expect will continue to be affected by a number of factors, including the market price of PGMs and associated metals, factors affecting our operating costs and the South African rand/U.S. dollar exchange rate. In this section, we set forth the principal factors that our management believes have had an effect on our past results, or that our management expects are likely to have an effect on our future results.

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Metal prices and demand

We generate all of our revenues from sales of our metals. Sales of 4E (platinum, palladium, rhodium and gold) contributed 90%, 93% and 91% to our total revenue from contracts with customers during 2021, 2020 and 2019, respectively.

We do not generally enter into commodity derivatives or other hedging arrangements in advance of the sale of our PGM production, although we may consider commodity derivatives or other hedging from time to time. In addition, the Investec Revolving Commodity Facility, which is utilized to finance up to 91% of our 4E deliveries in concentrate, allows us to receive cash proceeds for sales of 6Es and base metals (nickel and copper) to Impala under the Impala Offtake Agreement upon assay rather than having to wait for settlement from Impala (one month). This allows us to mitigate price risk between delivery of metal and payment. For more information about the Investec Revolving Commodity Facility, see “—Liquidity and capital resources — Indebtedness — Investec Revolving Commodity Facility Agreement.” Notwithstanding the above, we are generally fully exposed to changes in PGM prices, which could lead to reduced revenue should PGM prices decline, as our revenues are directly impacted by relevant metal prices.

Historically, 4E prices have been subject to wide fluctuations and are affected by numerous factors beyond our control, including international economic and political conditions, the global regulatory environment with respect to automotive emissions legislation, levels of supply and demand, the availability and costs of substitutes, inventory levels maintained by producers and others, as well as speculative activities of participants in the commodities markets and currency exchange rates, particularly the rand to the US dollar. Moreover, the platinum, palladium and rhodium prices are forecast to increase due to safe haven demand and fears of Russian exports disruptions due to current flight bans, banking difficulties and potential of further sanctions resulting from the Russian invasion of Ukraine in February 2022. Addressing the potential for reduced PGM supply from Russia (CRU estimates that in 2020, Russia supplied 27% of mined PGMs), both security of supply concerns and sanctions could impact short and long-term metal flows. Thus far Russian producers have not been subject to sanctions that would prevent them selling platinum or palladium to Western customers, and restrictions already imposed on the international SWIFT payment notification system appear more likely to interrupt short term metal flows. This would compound an already tight physical market and add to price volatility. However, security of supply and certificate of origin concerns could result in automakers to reduce their reliance on Russia, which could naturally result in additional platinum for palladium substitution longer-term. See also “Risk Factors — Risks related to our business and industry — Changes in the market price for PGMs, which in the past have fluctuated widely, affect the profitability of our PGM mining operations and the cash flows generated by those operation” and “—The ongoing military conflict between Russia and Ukraine could have a material adverse effect on the global mining industry and our business, financial condition and results of operations.”

In addition, platinum, palladium and rhodium exchange-traded funds (ETFs) have added a further element of unpredictability and volatility to the pricing environment and may increase volatility in PGM prices, particularly during structurally tight markets. ETF investors may exhibit pro-cyclical behavior, purchasing shares in ETFs during times of rising prices and selling holdings during periods of declining prices. This behavior may exacerbate short term price volatility. The market prices of platinum, palladium, rhodium and other PGMs have been, and may in the future be, subject to rapid short-term changes. For example, global semiconductor chip shortages have slowed car production, which in turn, has reduced demand for, and the price of platinum in recent periods.

Platinum

The volatility of the price of platinum is illustrated in the platinum price table below (which shows the annual high, low and average of the market price of platinum). Over the period from January 1, 2019 to December 31, 2021, the platinum price has fluctuated between a high price of US$1,294 per ounce and a low price of US$593 per ounce.

​	US$/ounce
	High		Low		Average
2019	​	977	​	782	​	863
2020	​	1,068	​	593	​	879
2021	​	1,294	​	911	​	1,090

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Source: London Metal Exchange.

The market price of platinum was US$1,068 per ounce on December 31, 2020 and US$962 per ounce on December 31, 2021.

Palladium

The volatility of the price of palladium is illustrated in the palladium price table below (which shows the annual high, low and average of the market price of palladium). Over the period from January 1, 2019 to December 31, 2021, the palladium price has fluctuated between a high price of US$3,000 per ounce and a low price of US$1,267 per ounce.

​	US$/ounce
	High		Low		Average
2019	​	1,971	​	1,267	​	1,538
2020	​	2,781	​	1,557	​	2,194
2021	​	3,000	​	1,576	​	2,396

Source: London Metal Exchange.

The market price of palladium was US$2,342 per ounce on December 31, 2020 and US$1,928 per ounce on December 31, 2021.

Rhodium

The volatility of the price of rhodium is illustrated in the rhodium price table below (which shows the annual high, low and average of the market price of rhodium). Over the period from January 1, 2019 to December 31, 2021, the rhodium price has fluctuated between a high price of US$29,800 per ounce and a low price of US$2,460 per ounce.

​	US$/ounce
	High		Low		Average
2019	​	6,150	​	2,460	​	3,902
2020	​	17,050	​	5,160	​	11.216
2021	​	29,800	​	11,250	​	20,047

Source: Johnson Matthey

The market price of rhodium was US$17,050 per ounce on December 31, 2020 and US$14,150 per ounce on December 31, 2021.

Gold

The volatility of the price of gold is illustrated in the gold price table below (which shows the annual high, low and average of the market price of gold). Over the period from January 1, 2019 to December 31, 2021, the gold price has fluctuated between a high price of US2,066 per ounce and a low price of US$1,270 per ounce.

​	US$/ounce
	High		Low		Average
2019	​	1,792	​	1,270	​	1,394
2020	​	2,066	​	1,477	​	1,771
2021	​	1,946	​	1,682	​	1,799

Source: London Metal Exchange.

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The market price of gold was US$1,887 per ounce on December 31, 2020 and US$1,820 per ounce on December 31, 2021.

4E Basket Price

The basket price for the 4E is commonly referred to in the platinum mining industry as the “4E basket price.” We believe the South African rand-denominated price of the 4E basket is a useful price for tracking the combined impact of metal prices and the South African rand-to-U.S. dollar exchange rate. The table below shows the annual high, low and average of the South African rand-denominated price of the 4E basket per ounce. Over the period from January 1, 2019 to December 31, 2021, the 4E basket price has fluctuated between a high price of R59,160 per ounce and a low price of R14,915 per ounce.

​	R/ounce
	High		Low		Average
2019	​	24,244	​	14,915	​	19,003
2020	​	41,528	​	22,855	​	34,659
2021	​	59,160	​	26,645	​	40,316

Source: Calculated from 4E sources above combined with actual prill split of metal content in 4E.

The South African rand-denominated price of the 4E basket was R40,490.26 per ounce on December 31, 2020, and R34,326.12 per ounce on December 31, 2021.

If income from metal sales falls for an extended period below the company’s total cash costs at its operations, we could determine that it is not economically feasible to continue production at some or all of its operations. Declining 4E prices may also force a reassessment of the feasibility of a particular exploration or development project or projects and could lead to the curtailment or suspension of such projects. A sustained decrease in 4E prices may force us to reduce expenditures and undertake measures to address its cost base. In addition, the use of lower metal prices in ore reserve estimates and life-of-mine plans could result in material write-downs of the company’s investment in mining properties and increase amortization, environmental rehabilitation and mine closure charges.

The key drivers and recent trends of the principal metals that we produce are discussed below. For further information on the drivers and trends affecting these metals, see “Industry Overview.”

PGMs are essential inputs into the production of autocatalysts that transform harmful emissions from an engine’s combustion of gasoline or diesel, including carbon monoxide (“CO”), hydrocarbons (“HC”), nitrogen oxides (“Nox”) and particulate matter (“PM”) into less harmful substances. PGMs are also used to varying degrees in jewelry and general industrial use application as well as in the emerging hydrogen economy where they act as both a catalyst in the production of hydrogen from water and in the eventual conversion of hydrogen back into electricity.

The automotive sector, and in particular autocatalysts, dominate demand for rhodium and palladium. Autocatalysts are utilized in 100% of gasoline and diesel ICEs as well as approximately 95% of hybrid electric vehicles according to CRU. Platinum sees much more diverse consumer sectors, given its usage in jewelry and as an investment vehicle. According to CRU, as of 2021 autocatalysts comprise approximately 26% of the demand for platinum, 72% of the demand for palladium, and 91% of the demand for rhodium. As a result a key driver of PGM demand is both the number of vehicles utilizing autocatalysts as well as the amount of PGMs per autocatalyst in each vehicle.

Platinum

Platinum is utilized in a diverse range of end markets including autocatalysts, jewelry, glass, chemical, petroleum refining, hard discs, and other niche applications. The annual average price of platinum on the London Metal Exchange in 2021 was US$1,090/oz, approximately 24% higher than the average in 2020. In 2021, the price of platinum reached a high of US$1,294/oz and a low of US$911/oz.

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Palladium

Palladium is primarily utilized in gasoline autocatalysts, with secondary uses in the electronics, chemical and dental industries. The annual average price of palladium on the London Metal Exchange in 2021 was US$2,396/oz, approximately 9% higher than the average in 2020. In 2021, the price of palladium reached a high of US$3,000/oz and a low of US$1,576/oz.

Rhodium

Rhodium is primarily utilized in gasoline autocatalysts. The annual average price of rhodium on Johnson Matthey in 2021 was US$20,047/oz, approximately 79% higher than the average in 2020. In 2021, the price of rhodium reached a high of US$29,800/oz and a low of US$11,250/oz.

Commercial terms and Impala Offtake Agreement

Substantially all of our reported revenues are derived from the Impala Offtake Agreement.

On August 23, 2018, PPM and Impala entered into the Impala Offtake Agreement for a three-year term (effective from May 22, 2019), pursuant to which PPM has agreed to sell and deliver to Impala for treatment and processing, on an exclusive basis, a specified minimum quantity of 6Es and base metals (nickel and copper) in concentrate as derived from all ore mined at the Pilanesberg Platinum Mine and all concentrate produced at the Pilanesberg Platinum Mine to which PPM shall have title or shall be the owner. The parties have agreed that Impala will be responsible for the smelting and refining of the concentrate delivered to it, on the basis that: (i) the fee payable for the smelting and refining of the concentrate is determined in accordance with a predetermined formula; and (ii) PPM is liable to pay such fee to Impala. The price paid by Impala for the 6Es and base metals extracted from the concentrate is determined in accordance with a predetermined formula, linked to index prices, taking into consideration the quality of the 6Es and base metals extracted from the flotation concentrate, less the aforementioned smelting and refining fee referred herein. Unless it is extended by commercial agreement between the parties, the Impala Offtake Agreement is set to terminate on May 21, 2022. However, in the event that PPM does not deliver the specified minimum quantity of 6Es and base metals (nickel and copper) as stipulated in the Impala Offtake Agreement by May 21, 2022, Impala shall have the sole and absolute discretion to extend the Impala Offtake Agreement and require that PPM deliver the specified minimum quantity to Impala.

We expect that PPM will not meet the minimum quantity obligation originally envisioned by May 21, 2022 and that Impala will choose to extend the Impala Offtake Agreement and require that PPM continue to deliver under and in terms of the Impala Offtake Agreement so as to meet its minimum delivery obligations. Final delivery under the Impala Offtake Agreement is expected to occur around the end of 2022, which is before the scheduled delivery date of the Kell Processing Plant. Until such time as the Kell Processing Plant is operational, we will need to enter into an alternative smelting and marketing arrangement in respect of our concentrate. There is no assurance that we and Impala will agree to mutually acceptable terms to renew the Impala Offtake Agreement, or at all. In addition, it may be challenging to locate a replacement offtaker in time in the event that the Impala Offtake Agreement is not extended, and changing our smelting and marketing counterparty may be disruptive and involve costs. Although we have begun negotiating with Trafigura to bridge the period between the end of the Impala Offtake Agreement and the commissioning of the Kell Processing Plant, we cannot guarantee that we will enter into a definitive offtake agreement with Trafigura. For additional information about the proposed Trafigura term sheet, see “Business — Material agreements — Trafigura term sheet.” Any failure to extend the term of the Impala Offtake Agreement or enter into an offtake agreement with a new offtaker may have a material adverse effect on our business, results of operations, financial condition and prospects. For more information, see “Risk Factors — Risks related to our business and our industry — We rely on a single third-party smelter, refiner and offtaker of the Pilanesberg Platinum Mine’s concentrate.”

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Production volumes, ore grade, recovery rates and sales volumes

Our production volumes, the ore grade from our mines, the percentage of metal recovered metal sold affect our business performance. The table below sets forth certain measures of our operational performance for the periods indicated.

​	For the Year Ended December 31,				​
	2021		2020		2019
Reef delivered to the ROM pad (tonnes)(1)	​	2,255,720	​	3,952,626	​	4,121,807
Reef processed (tonnes)(2)	​	3,114,647	​	3,414,661	​	3,870,515
Reef milled (tonnes)(3)	​	2,978,319	​	3,089,285	​	3,517,579
Average milled head grade (g/t)	​	1.42	​	1.79	​	1.57
Average recovery rate (%)	​	72	​	71	​	70
Average recovered grade (g/t)	​	1.01	​	1.29	​	1.11
4E dispatched and sold (ounces):	​	​	​	​	​	​
Platinum	​	62,534	​	82,110	​	81,825
Palladium	​	26,042	​	34,099	​	33,217
Rhodium	​	6,514	​	9,798	​	10,017
Gold	​	2,551	​	2,747	​	2,257
Total 4E dispatched and sold	​	97,641	​	128,754	​	127,316

(1)

“Reef delivered to the ROM pad” means the total reef tonnes including dilution mined from a series of benches in the open pit.

(2)

“Reef processed” means the reef tonnes mined that either upgraded using the Dense-Medium Separator (DMS) plant and/or milled. The total tonnes processed equal the tonnes mined, adjusted for unprocessed ore inventory.

(3)

“Reef milled” means upgraded and mined reef tonnes milled.

Our milling volumes in 2021 were lower than milling volumes in 2020 mainly due to low mining flexibility in the West Pit. This may continue until the East Pit reaches steady state production. Heavy rains in the wet season made it more difficult to sustain reef production to the RoM pad, which ultimately constrain milling rates. Metal output was constrained by low settling rates in the flotation plant due to high clay content in the mill feed, and the 40 production days lost due to the extended annual maintenance during the third quarter of 2021. The commencement of mining operations at the East Pit is imperative to sustain metal output. Mill throughput is expected to remain constrained until the East Pit reaches steady state and all oxidized reef from opening up the pit is processed.

Our mining volumes in 2020 were impacted due to the national lockdown in South Africa that was instituted on March 26, 2020 as a result of the COVID-19 pandemic. Mining operations resumed production during the last week of April, whereas the concentrator resumed operations on May 5, 2020. As a result, for the year ended December 31, 2020 reef delivered to the ROM pad and reef processed declined 4% and 12%, respectively, when compared to the year ended December 31, 2019. Reef milled through our plant also declined 12% over the same period.

Lower reef volumes were offset by a year over year increase in average mill head grade from 1.57g/t to 1.79g/t, a 14% increase as well as improved metal recoveries. As a result of the increased grade and improve recoveries 4E ounces dispatched and sold increased 1% to 128.8 koz for the year ended December 31, 2020.

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The table below summarizes our historical 4E produced and sold:

​	Payable Production
	(ounces)
Year	​	​
2009	​	27,685
2010	​	60,067
2011	​	69,946
2012	​	105,601
2013	​	149,193
2014	​	154,412
2015	​	176,014
2016	​	165,461
2017	​	132,691
2018	​	150,375
2019	​	127,316
2020	​	128,754
2021	​	97,641

Currency fluctuations

Our operations are located in South Africa, and the metals we sell are priced in U.S. dollar terms in international markets; however, we are paid in South African rand. Appreciation of the rand against the U.S. dollar results in our revenues and operating margins decreasing. Conversely, should the rand depreciate against the U.S. dollar, revenues and operating margins would increase. The impact on profitability of any change in the rand / U.S. dollar exchange rate can be substantial. As a general rule, we do not enter into long-term currency hedging arrangements and are mainly exposed to the spot market exchange rate.

In recent years, the value of the South African rand as measured against the U.S. dollar has declined considerably. The South African rand declined from R14.43 per US$1.00 at December 31, 2018 to R14.62 per US$1.00 at December 31, 2020, but increased in 2021, to R15.90 per US$1.00 at December 31, 2021. The exchange rate between the South African rand and the U.S. dollar was R14.69 per US$1.00 as of April 19, 2022. For further information, see “Exchange Rates” and “Risk Factors — Risks related to South Africa — Because PGMs and gold are generally sold in U.S. dollars, while the majority of our production and a substantial amount of our PGM production costs are denominated in South African rand, our operating results and financial condition will be materially affected if there is a material change in the value of the South African rand.”

Operating costs

Historically, our principal operating costs have been labor costs (including independent contractors), load and haul, drilling, blasting, rock breaking/crushing, electricity, reagents/grinding media and diesel and are incurred principally in South African rand. Of our total operational costs for the years ended December 31, 2021 and 2020, we categorize 24% and 25%, respectively, as fixed as these did not vary significantly with our production rate. We categorize overburden and waste removal, reef hauling and drilling and blasting expenses as variable, and these comprised 92% and 95% of our total mining costs for the years ended December 31, 2021 and 2020, respectively. Of our total plant operation costs for each of the years ended December 31, 2021 and 2020, we categorize 61% as variable. Our principal operating costs are affected by inflation, including our labor costs which are renegotiated every two years with the unions, as well as the costs for electricity, steel and other grinding media which generally increase ahead of inflation.

We expect that our fixed costs will increase with the development of our planned underground operations, as our labor costs will shift from third party contractors to own labor. See “Risk Factors — Risks related to our business and our industry — Our business may be subject to high fixed costs in the future, which may impact our profitability.”

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Our cash cost of operations for the year ended December 31, 2021 was US$1,782 per ounce dispatched and sold, compared to US$1,126 per ounce dispatched and sold for the year ended December 31, 2020 and US$1,178 per ounce dispatched and sold for the year ended December 31, 2019. The increase in cash cost of operations from 2020 to 2021 was primarily due to a decrease in the reef mined at a lower grade resulting in lower ounces dispatched and sold. The decrease in cash cost of operations from 2019 to 2020 was primarily due to higher grades and recoveries allowing higher production from lower mined volumes, partially offset by increased operating costs resulting from the shutdowns as a result of the COVID-19 pandemic and a depreciation of the South African rand against the U.S. dollar. Cash costs of operations is a non-IFRS financial measure. For more information, please see “Presentation of Financial and Other Information — Non-IFRS Financial Measures.” For a reconciliation of cash cost of operations to cost of operations, see “Prospectus Summary — Summary consolidated financial and other data — Non-IFRS financial measures and reconciliations.”

Capital expenditures

Large amounts of capital are required to implement projects, and long-term production and processing requires both significant capital expenditure and ongoing maintenance expenditure. In 2021, 2020 and 2019, our capital expenditures totaled US$16 million, US$10 million and US$9 million, respectively. Our capital expenditures primarily relate to sustaining capital spend to maintain our plant operations and funds invested in the growth plans for the current operations through the preparation of bankable feasibility studies.

We expect to increase our capital expenditures to support the growth in our business and operations in South Africa, including the development of our Triple Crown Properties, the Mphahlele Project and the Kell Processing Plant. For additional information, see “— Capital expenditures.”

Our liquidity requirements arise primarily from the need to fund our capital expenditure program. Our principal source of liquidity has been equity and free cash flow. These cash flows have been fundamental to the funding of our existing operations and maintaining a pipeline of projects. Our cash flows may be adversely affected by a number of factors, which are discussed in more detail elsewhere in the section entitled “Risk Factors,” such as, but not limited to, PGM prices resulting from market supply and demand dynamics, real increases in operating expenses such as electricity and changes in production due to declines in operational productivity. See, for example, “Risk Factors — Risks related to our business and our industry — The PGM mining industry is capital intensive” and “— We may require additional capital in the future, and no assurance can be given that such capital will be available at all or available on terms acceptable to us.”

The COVID-19 pandemic

The COVID-19 pandemic has resulted in the implementation of measures by government authorities and businesses to contain and limit the spread of COVID-19, and that has increased economic uncertainty. Our management constantly assesses the impact of the COVID-19 pandemic on our operations and financial condition in order to implement measures designed to mitigate any such impact. COVID-19 remains a risk, and there is a possibility of additional waves of infection and variants in South Africa.

The first case of COVID-19 was recorded in South Africa on March 5, 2020. The government declared a national state of disaster through the Disaster Management Act (“DMA”) on March 15, 2020. On March 23, 2020, the President of South Africa announced that as one of the measures to attempt to contain the spread of COVID-19, South Africa would enter a 21-day national lockdown beginning on March 26, 2020, which resulted in national restrictions on most activities, including almost all mining, with only care and maintenance and essential service being permitted. In response, we implemented a care and maintenance plan on site, with no production conducted between March 26, 2020 and April 16, 2020. An amended DMA release on April 16, 2020 included a provision for mining operations to restart at a maximum capacity of 50%. As a result, we initiated the return of 50% of our labor force using a staggered approach to ensure regulatory compliance and safety of our employees. We recalled our management team between April 16, 2020 and April 21, 2020 and our engineering personnel from April 22, 2020 onwards. We focused on critical care and maintenance at our concentrator operations during this period with the aim of ramping up production thereafter. Production ramp-up at our mining operations and concentrator commenced on April 27, 2020 and May 5, 2020, respectively. Further amended DMA regulations released on April 29, 2020 permitted open

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pit mining operations up to a baseline of 50% and thereafter scaling up to 100% labor capacity. We initiated the return of our remaining workforce between April 29, 2020 and May 5, 2020. In total, the Pilanesberg Platinum Mine ceased or reduced operations for 42 days in 2020 during that initial hard lockdown imposed by the South African government, resulting in an estimated 16,509 4E ounces lost.

On December 18, 2020, the President of South Africa announced the emergence of a new variant, with concerns that this variant spreads more rapidly than other strains of the virus. On June 15, 2021, following the increasing rapid spread of COVID-19 in South Africa, the President of South Africa announced the emergence of a further new variant and the introduction of further restrictions. On November 11, 2021, the emergence of a new variant was reported, namely the Omicron variant. The fourth wave broke out in late November to December 2021 and was driven by the Omicron variant. Even though there was a steep rise in infections, this wave was not accompanied by a similar rise in hospitalization and deaths. Additional waves and new variants may emerge from time to time. Even though the Company was able to operate at normal levels of production since the initial lockdown period in March and April 2020, there is no guarantee that this will remain the case as the virus is unpredictable and the future remains uncertain. Nevertheless, so far since the initial lockdown period in March and April 2020, we have been able to operate at normal levels of production.

The South African government is targeting to vaccinate 70% of the population . The South African government has adopted a three phase vaccination rollout strategy. Phase 1 focused on frontline healthcare workers. Phase 2 focused on essential workers, persons in congregate settings, persons over 60 years and persons over 18 years with co-morbidities. Phase 3 focuses on persons older than 18 years. Following the completion of phase 1 and 2, rollout for Phase 3 commenced on September 1, 2021. Nevertheless, there is no certainty as to whether these targets will be met within the aforesaid timelines. As of February 28, 2022, 47.82% of the adult South African population had been vaccinated, according to the South African National Health Department.

We have the following standard COVID-19 safeguards and implementing additional health and safety measures at our workplaces, mine sites and corporate offices, to ensure the health and safety of our employees and contractors, as well as compliance with regulations. We have been managing COVID-19 related health risks through the following measures:

•

A risk awareness campaign through various communication channels;

•

Identification of high-risk employees;

•

Compulsory use of preventative personal protection equipment, which includes face masks, increased handwashing, and social distancing;

•

Sanitation of common areas and surfaces on a regular basis during the day;

•

Placement of hand sanitizers and additional handwashing stations at the surface areas of the mine;

•

Limited group meetings and, where possible, meetings are conducted virtually in the form of tele- or video conferences; and

•

Implementation of a comprehensive employee wellness monitoring and support program.

As of February 27, 2022, there were 279 reported cases of our employees, including contract workers, who tested positive for COVID-19, of whom 27 had recovered. We mourn five employees lost to the pandemic.

On a macroeconomic level, the effects of COVID-19 and associated governmental responses have adversely affected workforces, consumer sentiment, economies and financial markets with a number of national economies having entered recessions and some having experienced material slowdowns in economic growth. As a result, the total global mine supply for platinum, palladium and rhodium decreased by 7.3% in 2020 compared to 2019, largely due to the impact of lockdown restrictions around the world reducing total demand for platinum, palladium and rhodium by 9.2%, according to CRU.

For additional information about the potential ongoing risks to us relating to COVID-19, see “Risk Factors — Risks related to our business and our industry — The current global COVID-19 pandemic

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has significantly impacted the global economy and markets and is likely to continue to do so, which could adversely affect our business, financial condition, results of operations and prospects.”

Principal components of results of operations

Revenue

We generate all of our revenues from sales of our metals: 6E (platinum, palladium, rhodium, gold, iridium and ruthenium) and other base metals (copper, nickel and chrome). Sales of 4E (platinum, palladium, rhodium and gold) contributed 90%, 93% and 91% to our total revenue from contracts with customers during 2021, 2020 and 2019, respectively.

Revenue is recognized when the buyer, pursuant to a sales contract, obtains control of the product, which constitutes the performance obligation. The sales price and quantities are determined on a provisional basis at the date of delivery. Adjustments to the sales price occurs based on movements in the metal market price, metal content quantities and exchange rate, which represent variable transaction price components, up to the date of final pricing and assays. Final pricing is based on the monthly average market price in the month of settlement. The period between provisional invoicing and final pricing is typically between three and five months. Revenue on provisionally priced sales is initially recorded at the monthly average market price in the month of sale and the assayed quantities. Adjustments in respect of final assayed quantities and/or prices arising between the date of recognition and the date of settlement are recognized in the period in which the adjustment arises and reflected through revenue and receivables.

All of our revenues reported are derived from the Impala Offtake Agreement and minor chrome sales in the spot market. Unless it is extended by commercial agreement between the parties, the Impala Offtake Agreement is set to terminate on May 21, 2022. However, in the event that PPM does not deliver the specified minimum quantity of 6Es and base metals (nickel and copper) as stipulated in the Impala Offtake Agreement by May 21, 2022, Impala shall have the sole and absolute discretion to extend the Impala Offtake Agreement and require that PPM deliver the specified minimum quantity to Impala.

We expect that PPM will not meet the minimum quantity obligation originally envisioned by May 21, 2022 and that Impala will choose to extend the Impala Offtake Agreement and require that PPM continue to deliver under and in terms of the Impala Offtake Agreement so as to meet its minimum delivery obligations. Final delivery under the Impala Offtake Agreement is expected to occur around the end of 2022, which is before the scheduled delivery date of the Kell Processing Plant. Until such time as the Kell Processing Plant is operational, we will need to enter into an alternative smelting and marketing arrangement in respect of our concentrate. There is no assurance that we and Impala will agree to mutually acceptable terms to renew the Impala Offtake Agreement, or at all. In addition, it may be challenging to locate a replacement offtaker in time in the event that the Impala Offtake Agreement is not extended, and changing our smelting and marketing counterparty may be disruptive and involve costs. Although we have begun negotiating with Trafigura to bridge the period between the end of the Impala Offtake Agreement and the commissioning of the Kell Processing Plant, we cannot guarantee that we will enter into a definitive offtake agreement with Trafigura. For additional information about the proposed Trafigura term sheet, see “Business — Material agreements — Trafigura term sheet.” Any failure to extend the term of the Impala Offtake Agreement or enter into an offtake agreement with a new offtaker may have a material adverse effect on our business, results of operations, financial condition and prospects. For more information, see “Risk Factors — Risks related to our business and our industry — We rely on a single third-party smelter, refiner and offtaker of the Pilanesberg Platinum Mine’s concentrate.”

Cost of operations

Cost of operations consists of:

•

On-mine operations costs: Materials and mining costs, which were 98% outsourced for each of the years ended December 31, 2021 and 2020, respectively, and include load and haul, drilling, blasting, diesel, labor and mining overheads.

•

Mining technical services: Labor and rock breaking and crushing costs, which were 73% and 72% outsourced for the years ended December 31, 2021 and 2020, respectively.

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•

Concentrator plant operations costs: Materials and other costs and expenses for utilities, which include labor, power, reagents, grinding media, engineering, water and overheads.

•

Beneficiation costs: Smelting and refining costs.

•

Other costs: Transportation, salaries, depreciation and amortization.

Administrative and general expenses

Administrative and operating expenses consist of employee expenses (including salaries, benefits and other personnel charges), general operating expenses (including safety, security, environmental, legal and other compliance), amortization and depreciation, consulting and professional fees, royalty tax and audit fees.

Foreign exchange gain (loss)

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies, are generally recognized in profit or loss, except for the foreign exchange gain (loss) on specific intercompany loan(s) which are recognized in other comprehensive income. The majority of transactions and monetary assets and liabilities in the Group is carried by companies with the South African rand as functional currency.

Finance income

Finance income consists primarily of interest earned on our cash, cash equivalents and restricted bank deposits.

Finance costs

Finance costs consist primarily of bank charges, interest paid on our long-term loans and interest and commitment fees paid on the Investec Revolving Commodity Facility.

Income tax credit (expense)

Income tax expense for the year comprises current and deferred taxation.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date in countries where the Company’s subsidiaries operate and generate taxable income.

Deferred taxation is recognized using the liability method, on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. However, deferred tax is not recognized if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit nor loss. Deferred taxation is determined using tax rates (and laws) that have been enacted or substantively enacted by the reporting date and are expected to apply when the related deferred taxation asset is realized or the deferred taxation liability is settled. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously. A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. Additional income taxes that arise from the distribution of dividends are recognized at the same time that the liability to pay the related dividend is recognized. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group, and it is probable that the temporary difference will not reverse in the foreseeable future.

90

On February 23, 2022, the South African corporate income tax rate changed from 28% to 27%, effective for years of assessment ending on or after March 31, 2023. The change in tax rate is considered to be substantively enacted after year-end. The impact on the deferred tax asset recognized as a result of the change in the South African corporate income tax rate is estimated to be US$2.7 million which will be expensed during the first quarter of 2022.

Segment information

Our executive officers, consisting of the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief ESG Officer and Corporate Affairs and Human Capital Executive, are the chief operating decision maker (“CODM”) within the meaning of IFRS 8 — Segment reporting and use the information and recommendations received from the Chief Executive Officer and his management team. Operating segments were determined based on the reports reviewed by the CODM that are used to make strategic decisions.

The CODM considers the business from an operating perspective. The Group operates in one geographic segment, South Africa, and the CODM evaluates the performance of the business as one operating segment, the mining operations. The administrative operations are considered by management to form part of the main mining operations segment due to the fact that these are support operations to the mining operations segment. As a result, these costs are included in the operating segment measures of profit and loss - being EBITDA. For more information about EBITDA, including a reconciliation of EBITDA to consolidated profit (loss) for the year, see “Presentation of Financial and Other Information—EBITDA” and “Prospectus Summary—Summary consolidated financial and other data.”

Results of operations

Year ended December 31, 2021 compared to the year ended December 31, 2020

The following table sets forth our statement of profit or loss data for the years ended December 31, 2021 and 2020:

​	For the Year Ended December 31,				​	​
​	2021		2020		Variation
​	(in US$ thousands)				​	​
Revenue	​	265,520	​	277,572	​	(4.3)%
Cost of operations	​	(184,252)	​	(156,213)	​	17.9%
Gross profit	​	81,268	​	121,359	​	(33.0)%
Administrative and general expenses	​	(32,511)	​	(22,610)	​	43.8%
Other (expense) income	​	526	​	(233)	​	n.m.
Loss on disposal of assets	​	(3,125)	​	—	​	n.m.
Foreign exchange gain	​	5,015	​	2,028	​	147.3%
Operating profit	​	51,173	​	100,544	​	(49.1)%
Finance income	​	5,532	​	3,992	​	38.6%
Finance costs	​	(4,146)	​	(7,103)	​	(41.6)%
Share of loss of investments accounted for using the equity method	​	(786)	​	(1,130)	​	(30.4)%
Profit before income tax	​	51,773	​	96,303	​	(46.2)%
Income tax credit (expense)	​	(18,601)	​	99,891	​	n.m.
Profit for the year	​	33,172	​	196,194	​	(83.1)%

n.m. = not meaningful.

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Revenue

​	For the Year Ended December 31,				​	​
​	2021		2020		Variation
​	(in US$ thousands)				​	​
Platinum	​	66,033	​	66,571	​	(0.8)%
Palladium	​	56,236	​	78,506	​	(28.4)%
Rhodium	​	106,720	​	110,879	​	(3.8)%
Gold	​	4,159	​	4,718	​	(11.8)%
4E	​	233,148	​	260,674	​	(10.6)%
Other minerals	​	25,785	​	18,216	​	41.6%
Total revenue from contracts with customers	​	258,933	​	278,890	​	(7.2)%
Commodity price adjustment	​	6,587	​	(1,318)	n.m.
Total revenue	​	265,520	​	277,572	​	(4.3)%

n.m. = not meaningful.

Revenue decreased by US$12.1 million, or 4.3%, from US$277.6 million in 2020 to US$265.5 million in 2021. This decrease was achieved primarily due to a 24% decrease in 4E ounces dispatched and sold, as a result of a 21% decrease in the average milled head grade in 2021. Delayed access to the East Pit combined with waterlogged areas in the West Pit resulted in space constraints limiting reef development and reef faces available for mining. Intermittent feed to the concentrator during the third quarter of 2021 had an impact on both PGM production and chrome produced. This result was partially offset by a 19% increase in the average South African rand-denominated 4E basket price year-on-year and a 10% appreciation of the South African rand in 2021 as compared to the U.S. dollar.

Cost of operations

​	For the Year Ended December 31,				​	​
​	2021		2020		Variation
​	(in US$ thousands)				​	​
On-mine operations	​	​	​	​	​	​
Materials and mining costs	​	(90,733)	​	(70,821)	​	28.1%
Total on-mine operations costs	​	(90,733)	​	(70,821)	​	28.1%
Concentrator plant operations	​	​	​	​	​	​
Materials and other costs	​	(31,878)	​	(27,931)	​	14.1%
Utilities	​	(16,912)	​	(14,457)	​	17.0%
Total concentrator plant operations	​	(48,790)	​	(42,388)	​	15.1%
Beneficiation	​	​	​	​	​	​
Smelting and refining costs	​	(12,835)	​	(13,068)	​	(1.8)%
Total beneficiation costs	​	(12,835)	​	(13,068)	​	(1.8)%
Other costs	​	​	​	​	​	​
Transportation	​	(435)	​	(509)	​	(14.5)%
Salaries	​	(21,172)	​	(18,219)	​	16.2%
Total other costs	​	(21,607)	​	(18,728)	​	15.4%
​	​	(173,965)	​	(145,005)	​	20.0%
Amortization and depreciation of operating assets	​	(7,956)	​	(13,383)	​	(40.6)%
Inventory adjustments	​	(2,331)	​	2,175	n.m.
Total cost of operations	​	(184,252)	​	(156,213)	​	17.9%

n.m. = not meaningful.

92

Cost of operations increased by US$28.0 million, or 17.9%, from US$156.2 million in 2020 to US$184.3 million in 2021. This increase was primarily driven by: (1) a US$19.9 million increase in on-mine operations costs, as a result of a 6% increase in waste hauled and tonnes blasted against 2020; the increased cost of mining at deeper levels of the West Pit and the additional haulage from the further north pit deliver reef to the concentrator; (2) a US$6.4 million increase in concentrator plant costs, as a result of an increase in the cost of utilities (water and electricity), the usage and price of depressants in the floatation circuit to treat difficult material and the accelerated use of grinding media due to slower milling throughput at times of intermittent plant feed due to mining constraints and the treatment of material with elevated clay content; (3) a US$4.5 million increase in the cost of the inventory on the RoM pad utilised in processing and not replaced; and (4) a US$3.0 million increase in salary costs, as a result of the approval and implementation of the 2021 long-term incentive plan, as described under “Management — Long-term incentive plans.” These increases were partially offset primarily by: (a) a US$5.4 million decrease in amortization and depreciation of operating assets, as a result of an extended life-of-mine due to an increase in market price and lower actual production volumes in 2021 as compared to 2020; and (b) a US$0.2 million decrease in beneficiation costs due to lower ounces dispatched.

Cost of operations, when measured in South African rand, increased by 7% in 2021 as compared to 2020. The decrease was driven by a 17.9% increase on a U.S. dollar basis, offset by a 10% appreciation of the South African rand on rand-denominated costs.

Administrative and general expenses

​	For the Year Ended December 31,				​	​
​	2021		2020		Variation
​	(in US$ thousands)				​	​
Employee expenses	​	(10,943)	​	(8,832)	​	23.9%
Other administrative and general expenses	​	(5,320)	​	(2,316)	​	129.7%
Consulting and professional fees	​	(3,805)	​	(2,041)	​	86.4%.
Community projects	​	(3,586)	​	(2,274)	​	57.7%
Security	​	(1,867)	​	(1,786)	​	4.5%
Insurance fees	​	(1,350)	​	(691)	​	95.4%
Royalty expense	​	(1,269)	​	(1,363)	​	(6.9)%
Consumables	​	(1,268)	​	(1,172)	​	8.2%
Amortization and depreciation	​	(900)	​	(266)	​	238.3%
IT related costs	​	(857)	​	(572)	​	49.8%
Learnerships and bursaries	​	(500)	​	(705)	​	(29.1)%
Audit fees	​	(483)	​	(294)	​	64.3%
Rehabilitation and management fees	​	(363)	​	(298)	​	21.8%
Total administrative and general expenses	​	(32,511)	​	(22,610)	​	43.8%

n.m. = not meaningful.

Administrative and general expenses increased by US$9.9 million, or 43.8%, from US$22.6 million in 2020 to US$32.5 million in 2021. This increase was mainly due to: (1) costs incurred to relocate farmers from Wilgespruit and related community development investments; (2) above-market inflation increases combined with limited coverage capacity offered by insurers compared to the prior year; (3) the 2021 long-term incentive plan that was introduced in 2021; and (4) an increase in consulting and legal fees, which are ongoing and relate to the settlement of the Wilgespruit land matter, the expansion plans for the operations on the Western Limb, legal matters relating to the Kell beneficiation plant and the SARS diesel rebate matter described under “Business — Legal proceedings — Diesel tax dispute.” These increases were partially offset

93

primarily by a credit of R11.5 million received from Rand Mutual Assurance insurance benefits for injuries sustained on duty in 2020. The insurer adjusted the risk factor to their rate calculation, which resulted in a recovery of past fees.

Loss on disposal of assets

During the quarter ended June 30, 2021, we sold the mining data for the Grootboom project located on the Eastern Limb of the Bushveld Complex for R0.1 million. The cumulative expenditure to date on the project of R44.3 million was written off to profit/loss during the six-month period ended June 30, 2021. As a result, we recorded a loss on disposal of assets of US$3.1 million in 2021.

Foreign exchange gain

Foreign exchange gain increased by US$3.0 million, or 147.3%, from US$2.0 million in 2020 to US$5.0 million in 2021, due to a foreign exchange gain recorded on foreign denominated loans primarily due to the 10% appreciation of the South African rand in 2021 as compared to the U.S. dollar.

Finance income

Finance income increased by US$1.5 million, or 38.6%, from US$4.0 million in 2020 to US$5.5 million in 2021. The increase was primarily due to an increase in interest earned on a higher cash and cash equivalents balance. This increase was partially offset primarily by: (1) a change in interest terms (from the South African prime interest rate to 0%) on a loan to Magalies Water, which change was implemented in July 2020 as part of a concession by Magalies Water to charge a zero-rate for water use at PPM until the loan is repaid; and (2) a decrease in the average South African prime interest rate in 2021 as compared to 2020.

Finance costs

Finance costs decreased by US$3.0 million, or 41.6%, from US$7.1 million in 2020 to US$4.1 million in 2021. The decrease was primarily due to: (1) no interest paid on the R500 million IDC Loan from June 1, 2021, with the loan being settled in full; and (2) lower utilization of the Investec Revolving Commodity Facility during 2021. The Investec Revolving Commodity Facility was undrawn from April 2021 to May 2021.

Income tax (expense)

Income tax changed from a tax credit of US$99.9 million in 2020 to a tax expense of US$18.6 million in 2021.

The South African taxation rate in 2021 and 2020 was 28%. The Group’s effective tax rate credit in 2021 was 36%, as compared to 104% in 2020, mainly as a result of the recognition of previously unrecognised deferred tax assets in 2020.

For a reconciliation of income tax expense applicable to the loss from operating activities before income tax at the statutory income tax rate to income tax expenses at the Group’s effective rate at year-end, see note 18 to our audited annual consolidated financial statements included elsewhere in this prospectus.

Profit for the year

As a result of the foregoing, profit for the year decreased from US$196.2 million in 2020 to US$33.2 million in 2021.

Year ended December 31, 2020 compared to the year ended December 31, 2019

The following table sets forth our statement of profit or loss data for the years ended December 31, 2020 and 2019:

94

​	For the Year Ended December 31,				Variation
	2020		2019
	(in US$ thousands)				​	​
Revenue	​	277,572	​	181,339	​	53.1%
Cost of operations	​	(156,213)	​	(186,671)	​	(16.3)%
Gross profit (loss)	​	121,359	​	(5,332)	​	n.m.
Administrative and general expenses	​	(22,610)	​	(19,610)	​	15.3%
Other (expense) income	​	(233)	​	849	​	(127.4)%
Foreign exchange gain (loss)	​	2,028	​	(1,377)	​	n.m.
Operating profit (loss)	​	100,544	​	(25,470)	​	n.m.
Finance income	​	3,992	​	6,704	​	(40.5)%
Finance costs	​	(7,103)	​	(9,126)	​	(22.2)%
Share of loss of investments accounted for using the equity method	​	(1,130)	​	(1,512)	​	(25.3)%
Profit (loss) before income tax	​	96,303	​	(29,404)	​	n.m.
Income tax credit (expense)	​	99,891	​	(20)	​	n.m.
Profit (loss) for the year	​	196,194	​	(29,424)	​	n.m.

n.m. = not meaningful.

Revenue

​	For the Year Ended December 31,				Variation
	2020		2019
	(in US$ thousands)				​	​
Platinum	​	66,571	​	69,633	​	(4.4)%
Palladium	​	78,506	​	53,572	​	46.5%
Rhodium	​	110,879	​	39,900	​	177.9%
Gold	​	4,718	​	2,958	​	59.5%
4E	​	260,674	​	166,063	​	57.0%
Other minerals	​	18,216	​	17,379	​	4.8%
Total revenue from contracts with customers	​	278,890	​	183,442	​	52.0%
Commodity price adjustment	​	(1,318)	​	(2,103)	​	(37.3)%
Total revenue	​	277,572	​	181,339	​	53.1%

Revenue increased by US$96.2 million, or 53.1%, from US$181.3 million in 2019 to US$277.6 million in 2020. This growth was achieved primarily due to:

•

a 1% increase in 4E ounces dispatched and sold, as a result of a 14% increase in the average milled head grade in 2020, offset by a 12% reduction in reef volume milled; and

•

a 76% increase in the average South African rand-denominated 4E basket price year-on-year, partially offset by the 14% depreciation of the South African rand in 2020 as compared to the U.S. dollar.

95

Cost of operations

​	For the Year Ended December 31,				Variation
	2020		2019
	(in US$ thousands)				​	​
On-mine operations	​	​	​	​	​	​
Materials and mining costs	​	(70,821)	​	(68,132)	​	3.9%
Total on-mine operations costs	​	(70,821)	​	(68,132)	​	3.9%
Concentrator plant operations	​	​	​	​	​	​
Materials and other costs	​	(27,931)	​	(31,005)	​	(9.9)%
Utilities	​	(14,457)	​	(15,884)	​	(9.0)%
Total concentrator plant operations	​	(42,388)	​	(46,889)	​	(9.6)%
Beneficiation	​	​	​	​	​	​
Smelting and refining costs	​	(13,068)	​	(14,333)	​	(8.8)%
Total beneficiation costs	​	(13,068)	​	(14,333)	​	(8.8)%
Other costs	​	​	​	​	​	​
Transportation	​	(509)	​	(563)	​	(9.6)%
Salaries	​	(18,219)	​	(20,051)	​	(9.1)%
Total other costs	​	(18,728)	​	(20,614)	​	(9.1)%
​	​	(145,005)	​	(149,968)	​	(3.3)%
Amortization and depreciation of operating assets	​	(13,383)	​	(37,546)	​	(64.4)%
Inventory adjustments	​	2,175	​	843	​	158.0%
Total cost of operations	​	(156,213)	​	(186,671)	​	(16.3)%

Cost of operations decreased by US$30.5 million, or 16.3%, from US$186.7 million in 2019 to US$156.2 million in 2020. This decrease was primarily driven by: (1) a US$24.2 million decrease in amortization and depreciation of operating assets, as a result of an extended life-of-mine due to an increase in market price and good progress made in gaining access to the Wilgespruit farm for the second open pit operation (East Pit), which resulted in the amount of depreciation spread over a longer period; and (2) a US$4.5 million decrease in concentrator plant operations as a result of lower tonnes milled (lower plant throughput), which was due to the days lost during the COVID shutdown, and takes into consideration a depreciation of the South African rand to the U.S. dollar in translating to presentation currency. These decreases were partially offset primarily by an increase in on-mine operations cost, as a result of a 22% increase in waste hauled in 2020.

Cost of operations, when measured in South African rand, decreased by 5% in 2020 as compared to 2019. The decrease was driven by a 16.3% decline on a U.S. dollar basis, offset by a 14% depreciation of the South African rand on rand-denominated costs.

96

Administrative and general expenses

​	For the Year Ended December 31,				Variation
	2020		2019
	(in US$ thousands)				​	​
Employee expenses	​	(8,832)	​	(7,295)	​	21.1%
Other administrative and general expenses	​	(2,316)	​	(2,439)	​	(5.0)%
Community projects	​	(2,274)	​	(3,970)	​	(42.7)%
Consulting and professional fees	​	(2,041)	​	—	​	n.m.
Security	​	(1,786)	​	(1,568)	​	13.9%
Royalty expense	​	(1,363)	​	(861)	​	58.3%
Consumables	​	(1,172)	​	(11)	​	n.m.
Learnerships and bursaries	​	(705)	​	(623)	​	13.2%
Insurance fees	​	(691)	​	(613)	​	12.7%
IT related costs	​	(572)	​	(461)	​	24.1%
Rehabilitation and management fees	​	(298)	​	(317)	​	(6.0)%
Audit fees	​	(294)	​	(262)	​	12.2%
Amortization and depreciation	​	(266)	​	(1,190)	​	(77.6)%
Total administrative and general expenses	​	(22,610)	​	(19,610)	​	15.3%

n.m. = not meaningful.

Administrative and general expenses increased by US$3.0 million, or 15.3%, from US$19.6 million in 2019 to US$22.6 million in 2020. This increase was mainly due to an increase in consulting and legal fees and employment incentives and COVID-19 related costs. Consulting and legal fees are ongoing and relate to both the settlement of the Wilgespruit land matter and the cost incurred for the expansion plans for the operations at the Pilanesberg Platinum Mine.

Foreign exchange gain (loss)

Foreign exchange gain (loss) changed from a loss of US$1.4 million in 2019 to a gain of US$2.0 million in 2020, due to foreign exchange gain (loss) recorded on foreign denominated loans. The revaluation of foreign denominated loans during 2019 and 2020 were influenced by the volatility of the South African rand as well as the volume of transaction accounted for against the foreign denominated loans. This resulted in a net foreign exchange loss and gain for 2019 and 2020, respectively.

Finance income

Finance income decreased by US$2.7 million, or 40.5%, from US$6.7 million in 2019 to US$4.0 million in 2020. The decrease was primarily due to a weaker rand exchange rate used to convert to presentation currency, a decrease of 3% in the South African prime interest rate since December 31, 2019, and R10 million finance income recognized in 2019 on a credit note received from Eskom.

Finance costs

Finance costs decreased by US$2.0 million, or 22.2%, from US$9.1 million in 2019 to US$7.1 million in 2020. The decrease was primarily due to a weaker rand exchange rate used to convert to presentation currency, a decrease of 3% in the South African prime interest rate since December 31, 2019 and lower utilization of the Investec Revolving Commodity Facility during 2020.

Income tax (expense)

Income tax changed from a tax expense of US$20,000 in 2019 to a tax credit of US$99.9 million in 2020.

97

The South African taxation rate in 2020 and 2019 was 28%. The Group’s effective tax rate credit in 2020 was 104%, as compared to 0% in 2019, mainly as a result of the recognition of previously unrecognized deferred tax assets from the Pilanesberg Platinum Mine’s return to profitability thereby making it probable that the deferred tax asset will be realized in the foreseeable future.

For a reconciliation of income tax expense applicable to the loss from operating activities before income tax at the statutory income tax rate to income tax expenses at the Group’s effective rate at year-end, see note 18 to our audited annual consolidated financial statements included elsewhere in this prospectus.

Profit (loss) for the year

As a result of the foregoing, profit (loss) for the year changed from a loss of US$29.4 million in 2019 to a profit of US$196.2 million in 2020.

Liquidity and capital resources

We are a holding company with no material assets other than our direct and indirect equity interests in our subsidiaries. We are, therefore, dependent on payments, dividends and distributions from our subsidiaries for funds to pay our operating and other expenses and to pay future cash dividends or distributions, if any, to holders of the ordinary shares. Deterioration in the financial condition, earnings or cash flow of our subsidiaries for any reason could limit or impair their ability to pay such dividends or distributions, and we may have tax costs in connection with any dividend or distribution. Additionally, our principal subsidiary operates in South Africa, and as a result, is currently subject to exchange controls enforced by the SARB that may restrict its ability to upstream funds. Furthermore, exchange rate fluctuation will affect the U.S. dollar value of any distributions our subsidiaries make with respect to our equity interests in those subsidiaries. We currently anticipate that any such restrictions or fluctuations will not impact our ability to meet our cash obligations. For further discussion, see “Risk Factors — Risks related to our business and our industry — Our holding company structure makes us dependent on the operations of our subsidiaries,” “— Risks related to South Africa — Because PGMs and gold are generally sold in U.S. dollars, while the majority of our production and a substantial amount of our PGM production costs are denominated in South African rand, our operating results and financial condition will be materially affected if there is a material change in the value of the South African rand” and “— South African Exchange Control Regulations could materially constrain our financial flexibility.” As of December 31, 2021, we had unrestricted cash and cash equivalents of US$140.6 million. We believe that our current available cash and cash equivalents, the Investec Revolving Commodity Facility Agreement and the projected cash flows from our operating activities will be sufficient to meet our working capital requirements and capital expenditures in the ordinary course of business for the next 24 months from December 31, 2021.

Working capital

As at December 31, 2021, our total working capital was US$172.5 million, composed of: (1) the sum of unrestricted cash and cash equivalents (US$140.6 million), inventory (US$10.2 million), loan receivables (US$637 thousand) and trade and other receivables (US$82.8 million); less (2) the sum of the outstanding balance under the Investec Revolving Commodity Facility (US$31.3 million), the short term portion of the 2021 long-term incentive plan liability (US$1.5 million) and trade payables and accrued liabilities (US$29.0 million).

As at December 31, 2020, our total working capital was US$162.9 million, composed of: (1) the sum of unrestricted cash and cash equivalents (US$63.0 million), inventory (US$11.8 million) and trade and other receivables (US$133.9 million); less (2) the sum of short term borrowings (US$14.4 million), trade payables, accrued liabilities (US$26.1 million) and the outstanding balance under the Investec Revolving Commodity Facility (US$5.2 million).

Our cash and cash equivalents are held in short-term and liquid interest-earning deposits at reputable financial institutions within South Africa and in the United Kingdom.

As part of working capital management and ensuring sufficient cash is available for operational needs, the Investec Revolving Commodity Facility is utilized on a continuous basis. For more information about the Investec Revolving Commodity Facility, see “—Indebtedness.”

98

Restrictions on the repayments of inter-group loans

The Company’s principal subsidiary, Platinum Investor Consortium Proprietary Limited (“PIC”), operates in South Africa and as a result is subject to SARB Exchange Control Regulations. Any repayment of foreign currency loans by a South African company to an offshore company is subject to prior approval by the SARB.

The shareholder loan from the Company to PIC amounted to US$1.7 billion (R26.9 billion) as of December 31, 2021. The loan has been used to fund the development of PPM and the acquisition of PGM assets on the Western Limb in 2012.

Cash flows

The following table shows the generation and use of cash for the periods indicated:

​	For the Year Ended December 31,
	2021		2020		2019
	(in US$ thousands)
Cash and cash equivalents at the beginning of the year	​	62,986	​	43,393	​	38,093
Net cash generated from operating activities	​	120,107	​	52,798	​	8,941
Net cash used in investing activities	​	(20,082)	​	(10,995)	​	(4,574)
Net cash used in financing activities	​	(10,281)	​	(23,933)	​	(474)
Net increase in cash and cash equivalents	​	89,744	​	17,870	​	3,893
Exchange gain on cash and cash equivalents	​	(12,135)	​	1,723	​	1,408
Cash and cash equivalents at the end of the year	​	140,595	​	62,986	​	43,393

Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020

Operating activities

Net cash flows generated from operating activities increased by US$67.3 million, or 127.5%, from US$52.8 million in 2020 to US$120.1 million in 2021. This increase was primarily due to the change in trade and other receivables from an increase of US$61.4 million in 2020 to a decrease of US$49.5 million in 2021, primarily as a result of decreased PGM sales in 2021 primarily due to a decrease in the average milled head grade, which was partially offset primarily by improved platinum, palladium and rhodium market prices combined with a stronger South African rand. These effects were partially offset primarily by a decrease in profit before income tax of US$44.5 million from US$96.3 million in 2020 to US$51.8 million in 2021, as discussed above.

Investing activities

Net cash flows used in investing activities increased by US$9.1 million, or 82.6%, from US$11.0 million in 2020 to US$20.1 million in 2021. This increase was primarily due to:

•

an increase of US$8.1 million in the purchase of property, plant and equipment, from US$5.9 million in 2020 to US$14.1 million in 2021; and

•

an increase of US$1.8 million in loans granted to Kelltech and its subsidiaries, from US$2.7 million in 2020 to US$4.6 million in 2021.

These effects were partially offset primarily by a decrease of US$0.8 million in the purchase of mining assets, from U$1.7 million in 2020 to US$0.9 million in 2021.

Financing activities

Net cash flows used in financing activities decreased by US$13.7 million, or 57.0%, from US$23.9 million in 2020 to US$10.3 million in 2021. This decrease was primarily due to a net increase of US$41.5 million mainly relating to proceeds from the Investec Revolving Commodity Facility in 2021,which was partially offset by a net outflow of US$27.8 million mainly relating to the settlement of the IDC Loan in 2021.

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Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019

Operating activities

Net cash flows generated from operating activities increased by US$43.9 million, from US$8.9 million in 2019 to US$52.8 million in 2020. This increase was primarily due to the aggregate effect of the following:

•

profit before income tax of US$96.3 million in 2020, as compared to a loss of US$29.4 million in 2019, as discussed above; and

•

an increase of US$61.4 million in trade and other receivables in 2020, primarily as a result of a higher PGM sales due to the improved platinum, palladium and rhodium market prices combined with a weaker South African rand.

Investing activities

Net cash flows used in investing activities increased by US$6.4 million, or 140.4%, from US$4.6 million in 2019 to US$11.0 million in 2020. This increase was primarily due to:

•

a change in funds (invested in) released from restricted cash, from U$4.4 million released from restricted cash in 2019 to US$1.5 million invested in restricted cash, primarily as a result of a reduction in the requirements to hold certain levels of restricted cash related to the closure liability; and

•

US$2.7 million in loans granted to Kelltech in 2020.

These effects were partially offset primarily by: (1) a decrease in the purchase of mining assets of US$1.8 million from U$3.5 million in 2019 to US$1.7 million in 2020; and (2) an increase in loans repaid by external parties of US$0.4 million, from US$0.8 million in 2019 to US$1.2 million in 2020.

Financing activities

Net cash flows used in financing activities increased by US$23.5 million, from US$0.5 million in 2019 to US$23.9 million in 2020. This increase was primarily due to:

•

a decrease of US$31.8 million in proceeds from the Investec Revolving Commodity Facility in 2020, which was partially offset by a decrease of US$19.6 million in repayments under the Investec Revolving Commodity Facility in 2020; and

•

an aggregate US$11.3 million in principal and interest paid on the IDC Loan.

Restricted cash

We had restricted cash investments and guarantees, forming part of its non-current assets, totalling US$18.4 million as of December 31, 2021 (US$18.1 million as of December 31, 2020). The movement in restricted cash was a result of a monthly contribution of US$126,000 (R2 million) up to September 30, 2021, and a weaker rand exchange rate used to convert to presentation currency. A contribution payment holiday was granted to us by Lombard Insurance (“Lombard”) for a 12-month period until September 30, 2022. This cash is held by Rand Merchant Bank, a division of First Rand Bank Limited, in long-term deposits and ceded in favor of Lombard. Lombard provides us with guarantees for both Eskom Holdings Limited (the South African state utility provider) and the DMRE. The facility with Lombard was 50% cash-backed as of December 31, 2021.

We had restricted cash investments and guarantees forming part of our non-current assets totaling US$18.1 million as of December 31, 2020 (US$15.9 million as of December 31, 2019). The movement in the restricted cash was a result of a weaker rand exchange rate used to convert to presentation currency, which was offset by a monthly contribution of US$137,000 (R2 million) relating to the environmental guarantee collateral with Lombard. Lombard provides us with guarantees for both Eskom and the DMRE. This cash is held by Rand Merchant Bank on long-term deposits and ceded in favor of Lombard. The facility with Lombard is 57% cash-backed as of December 31, 2020.

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Indebtedness

As of December 31, 2021, we had total borrowings outstanding of US$5.3 million, consisting solely of long-term borrowings. In addition, we were party to the Investec Revolving Commodity Facility Agreement, the outstanding balance of which as of December 31, 2021 was US$31.3 million.

The following table sets forth our short-term and long-term borrowings outstanding as of the dates indicated:

​	As of December 31,
	2021		2020		2019
	(in US$ thousands)
Short-term borrowings:	​	​	​	​	​
IDC Loan(1)	​	—	​	14,408	​	13,453
​	​	—	​	14,408	​	13,453
Long-term borrowings:	​	​	​	​	​
Corridor Mining Loan(2)	​	5,289	​	5,365	​	5,135
IDC Loan(1)	​	—	​	21,611	​	31,508
​	​	5,289	​	26,976	​	36,643
Total borrowings	​	5,289	​	41,384	​	50,096

(1)

Loan of R500 million from the IDC. On June 1, 2021, we prepaid the outstanding principal balance and accrued interest on this loan. We also released the collateral securing the IDC Loan. For more information, see “Related Party Transactions—Agreements with shareholders and affiliates—IDC loan.”

(2)

The loan was provided by Corridor Mining Resources Proprietary Limited is a wholly-owned subsidiary of Limpopo Economic Development Agency, an agency of the Limpopo Provincial Government, Republic of South Africa. The Limpopo Economic Development Agency holds a non-controlling interest in the company that holds the Mphahlele mining right. The loan was to fund exploration costs of the Mphahlele project. The first draw on the loan was made on February 28, 2007 and the last one on April 3, 2009. This long-term loan bears interest at the South African prime overdraft rate until otherwise agreed by the parties. As of December 31, 2021 R22 million capital and R62 million interest was outstanding in respect of the loan. The loan is to be repaid from the proceeds generated by the Mphahlele project in Tameng Mining and Exploration Proprietary Limited, a subsidiary of Mahube Mining Proprietary Limited, once the project is developed and on stream producing positive cashflows.

The following is a description of our material indebtedness as of December 31, 2021:

Investec Revolving Commodity Facility Agreement

On March 31, 2017, SPM and PPM entered into the Investec Revolving Commodity Facility Agreement with Investec, pursuant to which, inter alia, Investec made available a renewable 364-day revolving commodity financing facility in an aggregate amount not exceeding R400 million. On April 1, 2021, the aggregate amount available under the Investec Revolving Commodity Facility was increased to R900 million. In terms of the Investec Revolving Commodity Facility Agreement, Investec will finance up to 89.3% of the expected quantity of 6Es and base metals (nickel and copper) derived from the concentrate and which is delivered by PPM to Impala, although the Investec Revolving Commodity Facility has been utilized to finance up to 91% of the 4E deliveries in recent years.

PPM is entitled to draw down on the facility provided that, certain conditions contemplated in the Investec Revolving Commodity Facility Agreement are met and interest on each advance is based on JIBAR plus a margin. In consideration for this facility, PPM has ceded: (1) all of its rights, title and interest in and to all payments rights under the Impala Offtake Agreement; and (2) all proceeds due to PPM arising from any hedging agreements entered into by PPM with Investec in respect of the forward price of the expected quantity of 6Es and base metals to be processed by Impala in respect, of such advance. In

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addition, the Company guaranteed PPM’s obligations under the Investec Revolving Commodity Facility Agreement. As of December 31, 2021, the outstanding balance under the Investec Revolving Commodity Facility Agreement was US$31.3 million.

The outstanding balance bears interest at JIBAR plus 0.50% and is available up to November 30, 2022. We are in the process of renewing the Investec Revolving Commodity Facility.

Liquidity risk

Our consolidated liquidity position is managed to ensure sufficient liquid funds are available to meet financial commitments in a timely and cost-effective manner. Our management continually reviews the liquidity position including cash flow forecasts to determine the forecast liquidity position. We invest excess funds in deposit structures and accounts and fixed income funds.

The contractual undiscounted cash flow maturity analysis of payables as of December 31, 2021 was as follows:

​	As of December 31, 2021
	Between 1-12 months		Between 12-24 months		Greater than 24 months		Total
	(in US$ thousands)		​	​	​	​	​	​
Long-term borrowings(1)	​	—	​	—	​	5,672	​	5,672
Short-term borrowings	​	—	​	—	​	—	​	—
Trade payables and accrued liabilities	​	29,031	​	—	​	—	​	29.031
Investec Revolving Commodity Facility	​	31,252	​	—	​	—	​	31,252
Total financial liabilities	​	60,283	​	—	​	5,672	​	65,955

(1)

Includes interest on all outstanding debt. Payments are estimated for variable rate and variable term debt based on effective interest rates as of December 31, 2021, and expected payment dates.

Capital expenditures

In 2021, 2020 and 2019, our capital expenditures totaled US$16 million, US$10 million and US$9 million, respectively. Our capital expenditures primarily relate to sustaining capital spend to maintain our plant operations and funds invested in the growth plans for the current operations through the preparation of bankable feasibility studies.

We expect to increase our capital expenditures to support the growth in our business and operations in South Africa, including the development of our Triple Crown Properties, the Mphahlele Project and the Kell Processing Plant.

The Technical Report Summaries estimate the capital cost for the P-S-M Project (including SPM’s share of the capital cost to construct the Kell Processing Plant and associated infrastructure), the Mphahlele Project and the Kruidfontein Project to be R17.7 billion, R10.9 billion and R18.9 billion, respectively.

Development expenditures for the Kell Processing Plant are estimated in the P-S-M Report at approximately R1.70 billion (excluding contingency and on a 100% cost basis), funding for which is expected to be divided approximately equally between debt and equity financing. SPM’s share of the total project cost is estimated at R708 million, which represents SPM’s 41.67% share of the total capital requirement, comprising 50% of the project debt funding (with the balance carried by the IDC) and 33.3% of the project equity funding (with the balance divided equally between Lifezone and the IDC). SPM’s funding requirement for the Kell Processing Plant is expected to be met with cash from our balance sheet or debt facilities.

For additional detail about estimated capital costs of our expansion projects, see “Description of Projects.”

We expect to meet our capital expenditure needs for the foreseeable future from our operating cash flow, our existing cash and cash equivalents, and with the net proceeds of this offering.

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Contractual obligations

The following summarizes our contractual obligations as of December 31, 2021, excluding our indebtedness, which is described above under “—Liquidity and Capital Resources — Liquidity risk”:

​	Payments Due By Period
	Less than 1 year		1-3 years		More than 3 years		Total
	(in US$ thousands)
Mining costs(1)	​	30,352	​	—	​	—	​	30,352
Open purchase orders	​	10,398	​	—	​	—	​	10,398
Total	​	40,750	​	—	​	—	​	40,750

(1)

Committed mining expenses include the estimated cost that will be incurred by the main mining contractors to carry out the opencast mining operations for the required notice period, should the contract with the main mining contractor be cancelled.

Critical accounting estimates and judgments

The preparation of financial statements requires judgments, estimates, and assumptions from management that affect the application of accounting policies and reported amounts of assets, liabilities, revenue, and expenses. Actual results may diverge from these estimates, and estimates and assumptions are reviewed continuously. Revisions to accounting estimates are recognized in the year in which the estimates are revised and in any future years affected. The primary areas in which estimates and judgements are applied are as follows:

Joint arrangements

We have applied IFRS 11 — Joint Arrangements to all joint arrangements. Under IFRS 11 investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations of each investor. The economic substance of the arrangement arising from the contractual terms agreed between the parties and other facts and circumstances plays a key role in determining the classification of a joint arrangement.

Kelltech is the Group’s primary joint arrangement, for which management has applied judgment in determining it should be accounted for as a joint venture under IFRS 11. Kelltech holds exclusive rights to use and sub-license certain technology for the processing of PGMs within the South African Development Community Region. The other 50% interest in Kelltech is held by Lifezone Limited, the developer and exclusive owner of the technology. Under the joint arrangement, any plant that is developed using the technology will be used by the Group to process its concentrate (which it has committed to provide) as well as the concentrate from other third-party mining operations. Kelltech’s current activities are in the research and development phase relating to the use of this technology including the design and commissioning of an integrated processing plant. The Group has begun to advance a loan to Kelltech to fund feasibility studies, test work and other development costs. The joint arrangement with Kelltech is structured through a separate vehicle, and the right to use the technology belongs to Kelltech and the creditors of Kelltech would not have recourse to the joint venture parties. Joint ventures are accounted for using the equity method.

Impairment of non-current assets

Management uses the guidance in IAS 36 — Impairment of assets when assessing whether indicators for impairment exist for mining assets, intangible assets, and property, plant and equipment. Management applies judgment in considering whether there is an impairment indicator by taking into consideration the following: operating loss results for operations, the availability of capital funds for maintenance, the volatility in the ZAR: USD exchange rate and the changes in metal price forecasts.

Management estimates and uses certain key assumptions in calculating the recoverable amount using the fair value less cost of disposal method. This model relies on discounted cash flows, which uses key assumptions comprising both current and future PGM prices, ZAR:USD exchange rates, forecasted costs,

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and weighted average cost of capital (“WACC”) as the applied discount rate, which is based on ZAR:USD exchange rates, and inflation, which is based on the most recent information available in the market. On a periodic basis management updates life of mine (“LoM”) plans to consider ways to optimize the value of projects over their lives which can impact the key assumptions noted above. Management performed sensitivity analyses, although there were no indicators of impairment, and concluded that there is no impairment.

Inventory

Metal inventory is held in a wide variety of forms across the value chain reflecting the stage of refinement. Prior to production as final metal, the inventory is always contained within a carrier material. As such, inventory is typically sampled and assays taken to determine the metal content and how this is split by metal. Measurement and sampling accuracy can vary quite significantly depending on the nature of the vessels and the state of the material. Management’s judgement is applied to determine as accurately as possible at which stage of completion work in progress inventory is at each reporting date, and estimates which costs should be included for valuation at the specific stage of completion.

Decommissioning and rehabilitation provision

We assess our mine rehabilitation provision annually in accordance with the requirements of National Environmental Management Act, No. 107 of 1998, as amended. Significant estimates and assumptions are made in determining the provision for mine rehabilitation as there are numerous factors that will affect the ultimate liability payable. These factors include estimates of the extent of the decommissioning required, and costs of rehabilitation activities, impact of technological changes, future regulatory changes, cost increases, and changes in discount rates. Actual costs incurred in future periods could differ materially from the estimates. Additionally, future changes to environmental laws and regulations, life-of-mine estimates and discount rates could affect the carrying amount of this provision. Management exercises judgement in determining the remaining LoM at the date of reporting based on assumptions such as estimated future market prices for PGM’s, the ZAR:USD exchange rate and choosing an appropriate discount rate. The provision represents management’s best estimate of the present value of the rehabilitation costs anticipated to be incurred at the end of the mine’s life.

Mineral Reserves and Mineral Resources

The estimation of Mineral Reserves impacts the depreciation of certain categories of property, plant and equipment (deferred stripping costs, decommissioning assets and producing mines), the recoverable amount of mining assets and property, plant and equipment and the timing of rehabilitation expenditure. The Mineral Reserves and Mineral Resources statement is prepared by an independent expert that complies with the South African Code for Reporting of Exploration Results, Mineral Resources and Mineral Reserves (SAMREC Code, 2016 Edition).

Factors impacting the determination of Proved Mineral Reserves and Probable Mineral Reserves are:

•

variance in the grade of mineral reserves (ie differences between actual grades mined and grades modelled);

•

differences between actual commodity prices and commodity price assumptions;

•

unforeseen operational issues at mine sites; and

•

changes in capital, operating, mining, processing and reclamation costs, discount rates and foreign exchange rates.

Expectations regarding future profitability would impact the decision to continue mining and consequently, the continued classification as proved and probable mineral reserves. These key estimates and judgments impact the Group’s determination of its proved and probable mineral reserves, and are reassessed and adjusted accordingly.

Carrying value of property, plant and equipment

Management has elected to depreciate deferred stripping, decommissioning assets, and producing mines using the ore tonnes mined as the units of production (“UOP”) methodology and plant and equipment

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using the ore tonnes processed UOP methodology. Mobile and other equipment are depreciated over the shorter of the estimated useful life of the asset or the estimate of LoM based on Proved and Probable Mineral Reserves.

The calculation of the UOP rate of depreciation could be impacted to the extent that actual production in the future is different from current forecast production based on Proved and Probable Mineral reserves. This would generally result from the extent that there are significant changes in any of the factors or assumptions used in estimating mineral reserves. Management uses judgment in revisions of the LoM of its operations by evaluating reputable forecasts of PGM market prices, the ZAR:USD exchange rate and in turn consults specialist consultants to assist with future mine planning which may impact the carrying value or rate of depreciation and amortization of property, plant and equipment.

Changes in Proved and Probable Mineral Reserves will impact the useful lives of the assets depreciated on the UOP method. For purposes of calculating depreciation, the following LoM applies: West Pit 6.5 years (2020: 8 years) and East Pit 7.5 years (2020: 10 years). Any changes in the LoM are accounted for prospectively as a change in estimate.

The Group reviews and tests the carrying value of long-lived assets annually or when events or changes in circumstances suggest that the carrying amount may not be recoverable by comparing the recoverable amounts to these carrying values.

Deferred tax asset recognition

Management uses the guidance in IAS 12 — Income Taxes when assessing whether a deferred tax asset shall be recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized. Management estimates future taxable income using assumptions such as production volume, PGM prices, ZAR:USD exchange rates, and inflation are based on the most recent information available from technical work undertaken and in the market. In fiscal year 2021 management estimated that it is probable that foreseeable taxable profits will be available to be utilized against the temporary differences and henceforth, has recognized the full amount of its deferred tax assets.

Changes in accounting policy and disclosure

New and amended standards adopted

We have applied the following standards and amendments for the first time for their annual reporting period commencing January 1, 2021:

•

Interest Rate Benchmark Reform — Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16.

The amendment listed above did not have any impact on the amounts recognized in the current period and are not expected to affect future periods significantly.

Standards, interpretations and amendments that are available for early adoption

Amendments to IAS 8 — Accounting Policies, Changes in Accounting Estimates and Errors

The amendments provide guidance to distinguish between accounting policies and accounting estimates. The amendments are effective for annual periods beginning on or after January 1, 2023 and are not expected to significantly impact the Group.

IFRS 1 — Presentation of Financial Statements

The amendments provide guidance in deciding which accounting policies to disclose in their financial statements. The amendments are effective for annual periods beginning on or after January 1, 2023 and are not expected to significantly impact the Group.

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IAS 12 — Income Taxes

The amendments address potential issues of inconsistency and interpretation by users in respect of the initial recognition exemption. The amendments are effective for annual periods beginning on or after January 1, 2023 and are not expected to significantly impact the Group.

JOBS Act

We are an emerging growth company under the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. Given that we currently report and expect to continue to report under IFRS as issued by the IASB, we will not be able to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is permitted or required by the IASB.

Off-balance sheet arrangements

As of December 31, 2021, we had US$31 million in guarantees to the DMRE and Eskom, of which US$18 million was funded.

Quantitative and qualitative disclosures about market risk

We are exposed to credit risk and market risk in the ordinary course of our business. Credit risk represents risk that we will suffer a financial loss due to the other party of a financial instrument not discharging its obligation. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk is primarily a result of fluctuations in foreign currency exchange rates, commodity prices and interest rates.

Our board of directors has the overall responsibility for the establishment and oversight of our risk management framework. Our executive officers are responsible for developing and monitoring our risk management policies. Our executive officers regularly report to our board of directors on their activities. From time to time, we use derivative financial instruments to hedge certain identified risk exposures, as deemed necessary by our executive officers. We do not acquire, hold or issue derivative instruments for trading purposes.

For more information about our financial risks, including our risk management policies, see note 25.3 to our audited annual consolidated financial statements included elsewhere in this prospectus.

Credit risk

We have reduced our exposure to credit risk by dealing with a limited number of approved counterparties. We approve these counterparties according to our risk management policy and ensure that they are of good credit quality. The carrying value of the financial assets represents our combined maximum credit risk exposure.

As of December 31, 2021, there was a significant concentration of credit risk represented in restricted cash investments and guarantees, cash and cash equivalents and trade receivables balance. With respect to trade receivables, as of December 31, 2021, our primary customer, Impala, has complied with all contractual sales terms and has not at any stage defaulted on amounts due. For more information, see “Risk Factors — Risks related to our business and our industry — We rely on a single third-party smelter, refiner and offtaker of the Pilanesberg Platinum Mine’s concentrate.”

In order to maximize credit protection, cash and cash equivalents are placed with a variety of good-quality financial institutions. The credit rating spread of these institutions can be summarized as follows:

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​	As of December 31,
	2021		2020		2019
	(in US$ thousands)
AA+	​	74,859	​	28,343	​	18,916
AA	​	53,725	​	51,157	​	38,544
BBB+	​	30,443	​	1,440	​	1,799
Other	​	—	​	136	​	19
Total cash and cash equivalents and restricted cash investments and guarantees	​	159,027	​	81,076	​	59,278

Market risk

Foreign currency exchange risk

We operate internationally and are exposed to foreign exchange risk arising from various currency exposures. The Company’s functional currency and the functional currency of most of its subsidiaries is the South African rand.

Foreign exchange risk arises from future commitments, assets and liabilities that are denominated in a currency that is not the functional currency. Most of our purchases are denominated in South African rand.

However, certain long lead-capital items are denominated in U.S. dollars, British pounds, euros or Australian dollars. We hold most of our cash in South African rand. As of December 31, 2021, 22% of cash held was in U.S. dollars. The influence of the macroeconomic climate on currencies of emerging markets like South Africa is evident in the volatility of the South African rand during 2021. International commodity prices are quoted in U.S. dollars, which exposes our revenue cash flows to foreign exchange variances.

The following significant exchange rates were applied as of the dates and during the periods indicated:

​	Average rate						Spot rate as of December 31,
​	2021		2020		2019		2021		2020		2019
USD 1 = ZAR	​	14.78	​	16.47	​	14.45	​	15.90	​	14.62	​	14.12

The Group’s exposure to foreign currency risk as of the following dates was as follows:

​	As of December 31,
	2021		2020		2019
	(in US$ thousands)
Cash and cash equivalents	​	30,443	​	3,334	​	1,527
Loans receivable	​	14,863	​	12,369	​	—
Total	​	45,306	​	15,703	​	1,527

The following table summarizes the sensitivity of financial instruments held at balance date to movements in the exchange rate of the South African rand to the U.S. dollar, with all other variables held constant. The U.S. dollar-denominated instruments have been assessed using the sensitivities indicated in the table. These are based on reasonably possible changes, over a financial year, using the observed range of actual historical rates for the preceding two-year period.

​	For the Year Ended December 31,
	2021		2020		2019
	(in US$ thousands)
Impact on statement of profit or loss (pre-tax)	​	​	​	​	​
USD/ZAR increase by 20% (2020: 20%; 2019: 30%)	​	7,551	​	2,617	​	25
USD/ZAR decrease by 20% (2020: 20%; 2019: 20%)	​	(19,417)	​	(6,730)	​	(27)

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Commodity price risk

Commodity price risk arises from the effect on current and future earnings due to fluctuations in commodity prices, in particular the price of PGMs. Most of these prices are determined in U.S. dollars and are internationally determined in the open market. We regularly measure exposure to commodity price risk by stress-testing our forecast financial position to changes in PGM prices. We review our exposure with reference to the 4E basket price. We do not actively hedge future commodity prices against price fluctuations. The Pilanesberg Platinum Mine operation recognizes revenue at the month-end, during which delivery of concentrate has occurred at the month’s average commodity price for the contained metal.

Revenue is recognized at the average commodity price for the month on the date of sale and adjusted at each month end to the latest commodity price until revenue quantities are agreed with the customer (usually 3 to 5 months).

On March 31, 2017, we entered into the Investec Revolving Commodity Facility Agreement, whereby Investec finances up to 89.3% of the expected quantity of 6Es and base metals derived from the concentrate and which is delivered by PPM to Impala. The respective commodity prices and exchange rates are determined on each drawdown date and denominated in South African rand. This facility is repaid within two to four months. On settlement date, the drawdown is revalued using average commodity prices and exchange rates for the calendar month before settlement date. These fair value adjustments amounted to a loss of US$956 thousand during the year ended December 31, 2021 (2020: profit of US$80 thousand; 2019: profit of US$147 thousand).

The following 4E basket prices were applied during the year:

​	Average for the Year Ended December 31,
	2021		2020		2019
	(in US$ thousands)
4E basket price USD	​	2,679	​	2,031	​	1,300
USD 1 = ZAR	​	14.78	​	16.47	​	14.45
4E basket price ZAR	​	39,484	​	33,143	​	18,775

In addition to the Investec Revolving Commodity Facility Agreement, trade receivables of US$77.8 million for the year ended December 31, 2021 (2020: US$132.2 million; 2019: US$63.1 million) are exposed to movements in commodity prices. Fair value adjustments on trade receivables are recognized in revenue, as commonly practiced in the metals industry.

The following table summarizes the sensitivity of financial instruments held at reporting date to movements in the relevant forward commodity price, with all other variables held constant. The sensitivities are based on reasonably possible changes, over a financial year, using observed ranges of actual historical rates.

​	For the Year Ended December 31,
	2021		2020		2019
	(in US$ thousands)
Impact on statement of profit or loss (pre-tax)	​	​	​	​	​
Increase by 10% in 4E basket price	​	4,491	​	12,846	​	6,766
Decrease by 20% in 4E basket price	​	(16,509)	​	(37,969)	​	(13,531)

Interest rate risk

Interest rate risk is the risk that our financial position will be adversely affected by movements in interest rates. Our main interest rate risk arises from short and long-term loans. Restricted cash investments and guarantees and cash holdings are subject to interest rate risk in the country in which they are held on deposit. All other financial assets and liabilities are non-interest bearing.

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We currently do not engage in any hedging or derivative transactions to manage interest rate risk. In conjunction with external advice, management consideration is given on a regular basis to alternative financing structures with a view to optimizing our funding structure. Restricted cash investments and guarantees as well as cash and cash equivalents are exposed to movements in USD and ZAR cash deposit rates.

The following table summarizes the sensitivity of the financial instruments held at reporting date, following a movement in variable interest rates, with all other variables held constant. The sensitivities are based on reasonably possible changes over a financial year, using the observed range of actual historical rates.

​	For the Year Ended December 31,				​
	2021		2020		2019
	(in US$ thousands)				​
Impact on statement of profit or loss (pre-tax)	​	​	​	​	​
Increase of 1% in prime overdraft rate	​	815	​	(164)	​	(266)
Decrease of 0.5% in prime overdraft rate	​	(408)	​	82	​	133

The impact is calculated on the net financial instruments exposed to variable interest rates as at reporting date and does not consider any repayments of long or short-term borrowings.

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INDUSTRY OVERVIEW

Overview

PGMs are a family of six transitional metal elements that, structurally and chemically, are very similar. They are: platinum, palladium, rhodium, iridium, ruthenium and osmium. PGMs possess unique properties, such as their inertness, excellent corrosion and oxidation-resistance, biocompatibility, high melting temperature, good conductivity and strong catalytic properties.

The three major PGMs — platinum, palladium and rhodium — currently have four primary end uses: (1) automotive, in particular emissions treatment catalysts (“autocatalysts”); (2) jewelry; (3) general industrial uses; and (4) the hydrogen economy. Demand for rhodium and palladium is dominated by autocatalysts, while demand for platinum stems from more diverse consumer sectors, given its usage in jewelry and use as an investment vehicle. CRU forecasts that while the hydrogen economy has a limited impact on the demand for PGMs as of 2021, it will have a significant impact over the longer term.

Supply of PGMs is concentrated among a small number of countries. CRU estimates that in 2020, South Africa supplied 51% of mined PGMs, followed by Russia supplying 27%, with the remaining 22% supplied from Zimbabwe, Canada, USA and other countries. Global PGM mineral reserves are even more concentrated with South Africa hosting approximately 91% of the world’s PGM-bearing ore, while Russia and Zimbabwe host 6% and 2%, respectively.

PGMs are co-mined with each other and with metals such as nickel, copper and chrome, and so supply decisions do not necessarily reflect market fundamentals for a specific metal. According to CRU this results in an inelastic supply response to pricing, which CRU refers to as the basket problem. This basket problem can be seen most prominently in an inability for suppliers to increase rhodium production in response to historically high prices.

Prices of PGMs have shown significant volatility in recent years due to impacts to supply and demand from COVID-19 as well as specific impacts on individual PGMs. More recently, PGM prices have increased due to the ongoing military conflict between Russia and Ukraine. The following table provides a high level view of recent pricing of the key PGMs including annual lows, highs and annual averages.

​

2019

2020

2021

YTD 2022(1)

High

Low

Average

High

Low

Average

High

Low

Average

​

​

​

​

(US$/ounce)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Platinum

​

977

​

782

​

863

​

1,068

​

593

​

878

​

1,294

​

911

​

1,090

​

1,151

931

1,023

Palladium

​

1,971

​

1,267

​

1,538

​

2,781

​

1,557

​

2,194

​

3,000

​

1,576

​

2,396

​

3,015

1,854

2,333

Rhodium

​

6,150

​

2,460

​

3,902

​

17,050

​

5,160

​

11,216

​

29,800

​

11,250

​

20,047

​

22,200

14,500

18,273

Sources: London Metal Exchange, Johnson Matthey.

(1)

Through April 19, 2022.

Demand for the major PGMs: platinum, palladium and rhodium

The automotive sector, and in particular autocatalysts, dominate demand for rhodium and palladium. Platinum sees much more diverse consumer sectors, given its usage in jewelry and as an investment vehicle. According to CRU, as of 2021 autocatalysts comprise approximately 26% of the demand for platinum, 72% of the demand for palladium, and 91% of the demand for rhodium.

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​	Platinum (Moz)						Palladium (Moz)						Rhodium (Moz)
	2020		2025		2030		2020		2025		2030		2020		2025		2030
Autocatalyst demand	​	2,224	​	3,410	​	4,655	​	8,497	​	10,800	​	11,185	​	925	​	1,325	​	1,580
Hydrogen demand	​	64	​	152	​	636	​	0	​	0	​	0	​	0	​	0	​	0
Jewelry demand	​	1,137	​	1,426	​	1,497	​	84	​	85	​	72	​	0	​	0	​	0
Other demand	​	5,497	​	6,011	​	6,404	​	2,970	​	3,175	​	3,230	​	80	​	86	​	62
Total demand	​	8,922	​	10,999	​	13,193	​	11,551	​	14,060	​	14,487	​	1,005	​	1,411	​	1,642
Annual growth	2020 – 2030 CAGR: 4.0%						2020 – 2030 CAGR: 2.3%						2020 – 2030 CAGR: 5.0%

Source: CRU Report.

Autocatalysts are filtration devices that transform harmful emissions from an engine’s combustion of gasoline or diesel, including carbon monoxide (“CO”), hydrocarbons (“HC”), nitrogen oxides (“Nox”) and particulate matter (“PM”) into less harmful substances such CO2, nitrogen and water. As of 2021, the predominant engine combustion technologies are fueled either by gasoline or diesel (or a derivative of either). Different autocatalysts are used depending on the fuels using in the engine, but internal combustion engines, hybrids and plug-in hybrids generally use autocatalysts made from a combination of PGMs. In general, gasoline catalysts are palladium rich, while diesel catalysts are platinum rich. Rhodium is particularly good at managing Nox emissions.

In recent years, emissions legislation standards in major autos markets have tightened for CO, HC, Nox and PM mass and number limits. Examples of such regulations include China 6, Euro 6 and North American Heavy Duty Vehicle Greenhouse Gas Emissions Phase 1 regulations. The following tables provide an overview of the historical progression of emissions regulations in key consuming markets and CRU’s view of the timing of future adoptions.

Light Duty Vehicles (“LDV”) Legislative Overview

Source: CRU Report.

Heavy Duty Vehicles (“HDV”) On-Road Legislative Overview

Source: CRU Report.

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In addition to the tightening of emissions legislation, testing processes are more rigorous. As such not only have theoretical standards changed, but vehicles true emissions are now more accurately measured. In September 2015, it was discovered that certain auto OEMs had violated the Clean Air Act by equipping over 590,000 diesel vehicles with “defeat devices” that were able to determine when an emission test was being undertaken and switch the vehicle into a mode that reduced emissions to pass the test and effectively circumvent U.S. federal emissions tests. In response, testing procedures and requirements have evolved to better track the emissions generated by new vehicles. The most notable evolution is shift from lab based emissions testing under controlled conditions to real driving emissions (“RDE”) testing. According to CRU, these more rigorous tests generate higher emissions, meaning higher PGM loadings must be employed to meet even the same headline emissions standards.

Real Driving Emissions Testing Standards

​	Temperature	Distance	Time	Speed	Elevation
NEDC (EU)	20-30°C	11km	20 mins	Max 120 km/h	0m
WLTP (global)	20-30˚X	23κµ	30 µινσ	Max 131 km/h	0m
RDE (EU/China)	-7˚X -35˚X	90km	90-120 mins	Max 160 km/h	0-1300m

Source: CRU Report.

Historically, any tightening of emissions legislation and more rigorous testing has led to automotive original equipment manufacturers (“OEMs”) raising PGM loadings in autocatalysts in order to maintain regulatory compliance. According to CRU, this phase of load increases is usually followed by a period of modest thrifting where OEMs seek to reduce the cost of catalysts until the next batch of legislation is introduced leading to a further increase in PGM loadings. According to CRU platinum ounces per catalyst from 2020 to 2030 is expected to increase 53% and 32% in North America and Western Europe respectively.

The following charts show the phased increases in PGM ounces per catalyst to meet increasingly stricter emissions regulations in North America and Western Europe.

PGM ounces per Catalyst & Emissions Legislation — North America

Source: CRU Report.

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PGM ounces per Catalyst & Emissions Legislation — Western Europe

Source: CRU Report.

PGM ounces per Catalyst & Emissions Legislation — China

Source: CRU Report.

The expected increased adoption of battery electric vehicles (“BEVs”) means that autocatalysts will be used on a declining share of vehicles. Yet despite a rapidly rising BEV share of total vehicles sold, CRU expects internal combustion engine (“ICE”) cars gasoline and diesel vehicles to maintain a significant share of total automotive demand. The pace of change is slow; and hybrids represent a gradual bridging technology that still uses autocatalysts, which according to CRU require a higher PGM loading to accommodate more cold starts. ICEs will consequently decrease but still be ubiquitous in the coming decade and as such require after treatment installations containing PGMs. CRU expects that the percentage of all automotive vehicles sold that incorporate autocatalysts into their emission control systems will fall from 97% in 2020, to 79% in 2030 and 58% by 2040.

The following table provides an overview of automotive sales (including light duty vehicles (“LDVs”), heavy duty vehicles (“HDVs”) and buses), market share by powertrain and average annual growth rates.

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Automotive Sales Forecast by Powertrain

​	Share of Automotive Sales Requiring Autocatalysts	Automotive Sales (Millions)				Market Share				CAGR
		2020		2030		2020		2030		2020 – 2030
ICE Petrol	100%	​	61	​	53	​	75%	​	50%	​	-1.4%
ICE Diesel	100%	​	14	​	14	​	17%	​	13%	​	-0.1%
HEV	Approximately 95%	​	3	​	12	​	4%	​	11%	​	13.8%
PHEV	Approximately 95%	​	1	​	6	​	1%	​	5%	​	17.6%
BEV	0%	​	2	​	22	​	3%	​	21%	​	24.9%
FCEV	0%	​	0	​	0	​	0%	​	0%	​	15.8%
PFCEV	0%	​	0	​	0	​	0%	​	0%	​	33.9%
Autocatalyst Usage	​	​	97%	​	79%	​	​	​	​	​	​

Source: CRU Report.

Due to the varying price profiles, emissions legislations and powertrain choices, the dynamics between the three main PGMs in autocatalysts uses will change and contribute to substitution trends between platinum, palladium and rhodium. In autocatalysts, platinum and palladium can be substituted for one another in near 1:1 ratios according to CRU, but substitutions for rhodium are more challenging since rhodium remains the only PGM metal capable of curbing Nox emissions.

Palladium is most easily substituted with platinum in the cooler portions of the autocatalyst system, which according to CRU make up one quarter of the PGMs in an average exhaust system, typically the underfloor catalysts which include the resonator and muffler sections. Platinum is a less effective substitute in the higher temperature sections of the autocatalyst system such as the close-coupled catalyst in the exhaust manifold, which according to CRU represents three quarters of the total PGM usage in an average exhaust system.

Illustrative PGM weighting across the autocatalyst after treatment process

Source: CRU Report

In recent years as a result of Dieselgate, there has been a shift away from diesel back to gasoline ICEs, leading to increased demand for palladium compared to platinum given its relative effectiveness in gasoline ICEs. As a result, industry participants have sought to develop new catalysts that better balance demand with sources of supply of these metals. One such initiative is a collaboration between BASF, Implats and Sibanye to develop a Tri-Metals Catalyst in gasoline vehicles which would introduce platinum to the current palladium and rhodium dominated catalysts, an effort to substitute a portion of existing rhodium loadings with palladium and a portion of existing palladium loadings with platinum.

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The Tri-Metal catalysts face a number of challenges in the face of strict emission standards and RDE testing that according to CRU have to date resulted in limited market adoption, these are:

•

inferior CO & Nox light-off: a catalyst’s light-off is the minimum temperature required to initiate catalytic reactions; and so by having a higher temperature requirement in the new Tri-Metal Catalyst, they are less capable of removing emissions from cold-starts;

•

poorer high-speed Nox conversion: higher engine speeds provide greater air flow, and so less time for the emissions catalysis to take place; by varying the quantities of Pt:Pd:Rh in the catalyst, engineers can increase (or in this case, reduce) the speed and efficiency of certain reactions; and

•

lower durability: by operating in high temperature environments with strong air flow, autocatalysts gradually have their PGMs stripped away from the substrate and lost out of the exhaust, reducing the catalyst’s ongoing efficacy

A key impact to PGM demand from autocatalysts in 2021 has been the unexpected shortage of integrated circuits, commonly referred to as semiconductors for use in automotive OEMs. According to CRU the lack of supply has primarily been driven by a faster than expected recovery in products utilizing semiconductors such as electronics that experienced strong demand from an accelerated work from home trend and growth in the internet of things, at a time when supply was curtailed due to COVID-19 production shutdowns and impacts to transportation elements of the global supply chain, particularly shipping container availability and shipping times. CRU expects the impacts of the semiconductor shortage is limited to 2021 and early 2022 and is not likely to have a material impact on the long term outlook for PGMs.

•

From the vantage point of Q4 2021, new chip wafer fabrication capacity is slowly being added to the global pool, and the new wafers are steadily progressing through back-end processes such as packaging and testing; at the same time, demand for electronic devices has tailed off following a lifting of lockdown restrictions across much of the world. Together, these factors imply that the automotive sector is likely at — or not far from — the peak of the chip-crisis.

•

Some OEMs have managed tangential supply chains by building the entire vehicle except for the missing chips: this costs working capital, but allows for quicker vehicle completion and sales once shipments of chips are delivered. Other OEMs have sold vehicles without non-essential chips, offering their customers a retrofit of these appliances at a later date. Nevertheless, the timing of sales has been adversely affected, and this has had an upstream impact on PGM prices in the short term. However, consumer demand has been steady, with long queues forming for popular models, leading us to believe that sales will undergo a catch-up period once the chip shortage is resolved, which could make 2022 a good year for PGM prices, as these return to pre-crisis trends

Aggregate PGM demand in autocatalysts is expected by CRU to drive aggregate annual growth of 2.3% per annum from 2019 to 2030 and 4.1% per annum from 2020 to 2030 for platinum, palladium and rhodium. PGM demand in 2020 was adversely impacted by COVID-19 relative to 2019, but CRU expects a strong recovery of demand in 2021 and a reversion to the long term growth trends. All three main PGMs are expected to see a growth in demand, however due to the demand factors outlined above, CRU expects platinum’s lower cost to see greater relative demand growth driven by substitution from palladium use in gasoline vehicles. CRU expects continued strong growth in rhodium usage based on its lack of substitutability in key uses (i.e. Nox catalysis).

The following charts shows CRU’s expected annual growth in global PGM demand in autocatalysts as well as the PGM demand split in autocatalysts.

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Global PGM demand in autocatalysts

​	2019 demand (koz)		2020 demand (koz)		2030 demand (koz)		CAGR 2019-2030		CAGR 2020-2030
Platinum	​	2,858	​	2,224	​	4,655	​	4.5%	​	7.7%
Palladium	​	9,672	​	8,497	​	11,185	​	1.3%	​	2.8%
Rhodium	​	1,023	​	925	​	1,580	​	4.0%	​	5.5%
Total	​	13,553	​	11,646	​	17,420	​	2.3%	​	4.1%

Source: CRU Report.

Source: CRU Report.

Non-automotive PGM demand drivers — platinum

Non-automotive demand for platinum comprises approximately 72% of total PGM demand according to CRU. Key industrial uses include jewelry, glass, chemical, petroleum refining, hard discs and other industries. The following table summarizes CRU’s view of the key trends in each of these uses of platinum.

Industrial Use	Platinum Favorable Characteristic and Key Trends
Jewelry	• Strength and resistance to tarnish. • Largest market China driven by fabrication industry. • Demand driven by economic spending and preference vs. gold.

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Industrial Use	Platinum Favorable Characteristic and Key Trends
Glass	• Widely used in the production of display glass with rhodium owing to its high temperature tolerance and inert nature. • Fiberglass is widely used in automotive, due to its light weight and high strength, insulation in the construction industry and as components for photovoltaic (solar) panels and wind turbines.
Chemical	• Steady source of demand from growth in production of paraxylene, nitric acid, ‘active pharmaceutical ingredients’ and silicones.
Petroleum Refining	• Utilized in ‘reforming’ and ‘isomerization’, which create the higher octane components for gasoline
Hard Discs	• Commonly used to provide thermal stability and to enhance data storage capability in hard disk drives. • Platinum and minor PGM ruthenium have enabled hard disk manufacturers to produce massive leaps forward in storage density. • Solid state drives use interconnected flash memory chips and therefore do not utilize platinum.
Other Industries	• Used in a wide array of other, niche applications. • Healthcare devices such as surgical instruments, hearing devices, cardiac rhythm management, knee and hip implants, spinal fixation instruments and stents are an emerging source of demand that may all use platinum metal or compounds.

Source: CRU Report.

Non-automotive PGM demand drivers — palladium

Non-automotive demand for palladium comprises approximately 24% of total PGM demand according to CRU. Key industrial uses include electronics, chemical and dental. The following table summarizes CRU’s view of the key trends in each of these uses of palladium.

Industrial Use	Palladium Favorable Characteristic and Key Trends
Electronics	• Wide usage in multi-layer ceramic capacitors, widely utilized in consumer electronics including computers, digital televisions, automotive vehicles and smartphones. • 5G enabled products use higher volumes of these capacitors, as do automotive electronics and electrification.
Chemical	• Used in the production of vinyl acetate monomer, purified terephthalic acid, hydrogen peroxide, catchment gauzes in nitric acid synthesis, and for removal of acetylene during the production of methyl ethylene glycol from coal. • Palladium salts are also used for electro plating purposes.
Dental	• Used to be particularly prominent in Japan, also stimulated with subsidies. • However, this has been in decline for years due to substitution from more esthetically pleasing ceramic materials.

Source: CRU Report.

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The hydrogen value chain as a source of PGM demand

The hydrogen value chain comprises the production of hydrogen using electrolysers, distribution & storage and thirdly utilization. Platinum is used in all three phases, while palladium as well as minor PGMs iridium and ruthenium complement in different combinations depending on the phase as follows:

•

Production: The electrolysis process requires iridium and platinum

•

Distribution & Storage: Platinum, palladium and ruthenium form highly active catalysts for (de)hydrogenation, which operate at lower temperatures and the low pressures of the hydrogen

•

Consumption: Further downstream, fuel cells employ platinum and ruthenium to catalyze the reaction of hydrogen to water

The following graphic provides a visual representation of the hydrogen value chain and the PGMs used in each respective phase.

Overview of the Hydrogen Economy Value Chain

Source: CRU Report.

Hydrogen production has been classified into four categories, each distinguished through a color coding system to reflect the source of electricity used in the electrolysis process. According to CRU, the different color codings in hydrogen production keep track of the various ways in which it is produced, and the associated costs and can be summarized as follows:

•

“Grey” Hydrogen:   Fuel based production consisting of either natural gas, coal or biomass with or without carbon capture and storage (“CCS”). The fuel based system employs steam reforming or gasification techniques to separate the hydrogen out, with resultant other gases and pollutants such as CO2. In cases where no CCS is utilized, this technique is typically described as grey.

•

“Blue” Hydrogen:   Blue hydrogen is a term describing the same production techniques used in grey hydrogen, but refers specifically to cases where CCS is applied in the steam reforming or gasification process.

•

“Green” Hydrogen:   Green hydrogen is produced using an electricity system that relies on either renewables or nuclear power generation. The most well-known and widely discussed electricity system

118

is electrolysis, which splits water into oxygen and H2, with no waste product other than heat. When generated from renewables, this is considered a clean, sustainable and green method of hydrogen generation; in cases where the energy is generated from nuclear, its sometimes referred to as “red” hydrogen.

CRU expects that growth in hydrogen production will be primarily grey until replaced by committed and funded blue and green projects. According to CRU there is going to be more than 20,000 terawatt hours of hydrogen production by 2050, of which roughly half will be green. Today there is roughly 2,500 terawatt hours of hydrogen production, which is primarily grey.

Fortescue Metals Group Limited founder, Mr. Andrew Forrest launched a new green hydrogen initiative called GH2 on September 23, 2021, in a push to speed up development of the clean fuel to help curb global warming. GH2’s goal is to ensure that by 2050 a quarter of the world’s energy comes from green hydrogen.

In furtherance of this initiative Fortescue Metals Group Limited, through its subsidiary Fortescue Future Industries, has stated that it aims to produce 15 million tonnes a year of green hydrogen by 2030.

Hydrogen consumption continues to evolve and to date has been utilized in a diverse range of applications. According to CRU, hydrogen is expected to find its end use primarily in transportation end markets. While Fuel Cell Electric Vehicles (“FCEVs”) are widely quoted as a competitor or alternative to BEVs in transportation, CRU believes FCEVs likely hold more merits in HDVs and buses, where vehicles regularly can return to a central hub or follow established routes that has the necessary infrastructure to refuel FCEVs. As a result, the PGM loading per vehicle is expected to be relatively high given the disproportionate weighting towards larger vehicles. Fuel cells have already begun to make a mark on the transportation sector, led by advocates such as Toyota, Hyundai and Honda, and the limitations of its efficiency, costs, ease of use, roll out of infrastructure, and other factors are all being actively investigated.

CRU also anticipates hydrogen will likely be used in industry, such as in steel or cement making, to reduce their carbon footprint. It is also investigated as a fuel source in power turbines, and as a blend with natural gas for heating and cooking purposes.

The following chart presents CRUs view of annual shipments of PGM containing fuel cells based on megawatts by end market through 2030. CRU forecasts an increase from 2,200 MW in 2020 to 27,300 in 2030, a 1,141% increase or growth rate of 28.6% per annum.

Annual Shipments of PGM Containing Fuel Cells by End Market
(MW of Capacity)

Source: CRU Report.

In order to support the demand for hydrogen fuel cells, primarily from transportation applications, CRU forecasts 100GW of installed electrolysis capacity by 2030 with 40GW in Europe, 30GW in China and 30GW in other regions. This amount of electrolysis capacity is expected to require approximately 684 koz

119

per annum of platinum by 2030. When combined with demand from fuel cells, CRU forecasts total platinum demand of approximately 1.3 Moz by 2030 from the hydrogen economy. This represents an annual growth rate of 85% per annum from 2019 through 2030. The following charts show CRU’s expected growth in installed electrolysis capacity by region and the growth in platinum demand from fuel cell and electrolysers.

Announced Capacity by Region
(Gigawatts of Accumulated Capacity)

Source: CRU Report.

Platinum Demand from Fuel Cells & Electrolysers
(kozpa)

Source: CRU Report.

Summary demand outlook for the major PGMs

In summary, continued demand growth is forecast for the major PGMs, but at different rates and subject to demand substitution in the medium term and potential strong sources of growth later in this decade. The following charts shows CRU’s demand expectations for each of platinum, palladium and rhodium.

Platinum:   Diverse end-use profile with strong tailwinds from palladium to platinum substitution and new sources of long-term demand from the rapidly growing hydrogen economy.

120

Total Platinum Demand by End-Use
(kozpa)

Source: CRU Report.

Palladium:   Primarily dependent on autocatalyst demand, which is expected to see growth 4.7% annual growth from 2020 to 2025 before flattening out due to platinum substitution and higher BEV penetration in new automotive sales.

Total Palladium Demand by End-Use
(kozpa)

Source: CRU Report.

Rhodium:   Demand is concentrated in autocatalysts, however it cannot readily be substituted with other PGMs because of its unique ability to address Nox emissions in ICEs and is therefore expected to continue to benefit from anticipated tightening of emissions legislation.

121

Total Rhodium Demand by End-Use
(kozpa)

Source: CRU Report.

Supply for the major PGMs: platinum, palladium and rhodium

The supply of PGMs is comprised of mined material and recycled material. For the year ended December 31, 2020, CRU estimates that total supply of 22,370 Moz, mined supply contributed 12,895 Moz or 57.6%, with the remaining 9,475 Moz or 42.4% supplied through recycling. CRU expects that by 2030, total PGM supply will be 31,526 Moz, reflecting an annual growth rate of 3.5% per year. Of this 32,526 Moz supply, CRU forecasts 58.6% will be supplied from mines, with the remaining 41.4% will come from recycled sources. The following table provides an overview of CRUs view of total supply by each of the three major PGMs (platinum, palladium, rhodium) and the implied annual growth.

​	Platinum (Moz)						Palladium (Moz)						Rhodium (Moz)
	2020		2025		2030		2020		2025		2030		2020		2025		2030
Mined supply	​	5,471	​	6,949	​	8,632	​	6,705	​	8,155	​	9,507	​	719	​	832	​	930
Recycled supply	​	4,545	​	5,240	​	5,320	​	4,592	​	5,635	​	6,305	​	338	​	500	​	833
Total supply	​	10,016	​	12,189	​	13,952	​	11,297	​	13,790	​	15,812	​	1,057	​	1,332	​	1,762
Annual growth	2020 – 2030 CAGR: 3.4%						2020 – 2030 CAGR: 3.4%						2020 – 2030 CAGR: 5.2%

Source: CRU Report.

Mined supply of PGMs

The supply of mined production of PGMs involves two primary steps, the mining and production of a PGM concentrate, and then the further refining of this concentrate into PGM metals and associated metals including gold and base metals.

Mined supply of PGMs is concentrated among a small number of countries. CRU estimates that in 2020, South Africa supplied 51% of mined PGMs, followed by Russia supplying 27%, with the remaining 22% supplied from Zimbabwe, Canada, USA and other countries. Global PGM mineral reserves are even more concentrated with South Africa hosting approximately 91% of the world’s PGM-bearing ore, while Russia and Zimbabwe host 6% and 2%, respectively.

In South Africa, three companies account for approximately 75% of mined platinum concentrate, but approximately 90% of platinum metal production. In Russia, PGM production is concentrated and almost entirely produced by Norilsk Nickel.

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South Africa supply trend — mining / concentrates

South African production of PGM’s has historically been sourced from three orebodies, commonly referred to as reefs. These three reefs are known as the Merensky Reef, the UG2 Reef, and Platreef. The latter of these has waned in importance over time and is largely depleted as of 2020. The following charts show the evolution of the share of production from the key South African ore bodies from 2000 to 2020.

Source: CRU Report, citing Heraeus and SFA (Oxford).

The reefs vary in their individual PGM content, as such trends in the amount of material extracted at each reef has an impact on the trends in supply of different PGMs from South African mined supply. The Merensky reef is significantly platinum dominant (~57%) according to CRU. The ore also benefits from superior grade, and a higher saleable base metals (nickel, copper and cobalt) content. However, CRU expects that the Merensky Reef is rapidly following Platreef to depletion in most existing operations. Looking ahead, even deeper mines will be required to access the Merensky reef, resulting in development capital and higher operating costs.

The UG2 reef is still platinum dominant (44%) but to a lesser extent than ore from the Merensky reef according to CRU. While lower in platinum content, on average, the UG2 reef contains the highest proportion of rhodium a 6E PGM basis, 8% vs 4% and 3% for Merensky and Platreef respectively. UG2 also hosts a greater percentage of the minor PGMs ruthenium and iridium, representing a combined 20% versus 9% on average in the Merensky reef. The following charts compares the typical PGM and gold metal split in the UG2 reef and the Merensky reef:

Source: CRU Report, citing Heraeus and SFA (Oxford).

CRU expects that the lower platinum exposure and higher exposure to rhodium, ruthenium and iridium is giving proposed (or mothballed) UG2 operations a better investment proposition in the current pricing climate. Similarly, existing deep mines that may otherwise have been facing potential life of mine

123

decisions given a high relative cost when compared to other operations, are according to CRU more likely to continue operating while revenue contribution from the minor PGMs remains elevated.

South Africa supply trends — processing capacity

CRU estimates that PGM processing capacity in South Africa was approximately 11 Moz Pt+Pd+Rh in 2020, comprising smelters and refineries operated by four companies: Anglo American, Impala, Sibanye-Stillwater and Northam / Heraeus. The majority of this capacity is supplied from each company’s own PGM operations: in 2020 and on a platinum basis, CRU estimates that 78% of material processed in Africa was wholly- or majority-owned, versus 10% for parties in joint ventures with these four PGM majors, and just 12% of the processed material volumes arose from third party operations. CRU estimates a similar capacity to be available from existing processors in 2025. New capacity from Sedibelo’s Kell process offers incremental capacity going forward.

The following chart provides approximate PGM processing capacity in South Africa.

Approximate PGM Processing Capacity in South Africa (2020 in Moz)

Source: CRU Report.

Russian PGM mined supply

PGM production in Russia is almost entirely undertaken by Norilsk, CRU estimates in 2020 Norilsk produced more than 99% of Russian supply. Russian PGM production is significantly palladium dominant as compared to South African production. CRU estimates that the average PGM mix is 74% palladium, 18% platinum, 2% rhodium and 6% other.

Norilsk’s PGMs are mined as a secondary from the primary targets of nickel, cobalt and copper. In the current price environment, PGM’s make a larger contribution of revenue and CRU notes they are bigger driver of the investment decision in new project development. Norilsk has issued production guidance through 2023, which according to CRU is expected to be relatively flat through 2023. Beyond 2023, CRU notes that Norilsk has a number of uncommitted projects including the Oktyabrsky and Taimyrsky expansions and the Komsomolsky project that have the potential to expand nickel, copper and associated PGMs from 2025.

Norilsk’s main operations the Taimr Peninsula and Kola Peninsula are located in the Arctic Circle. Incidents, such as a 21,000 tonne diesel spill in 2020 and pollution concerns at Norilsk operations and are according to CRU expected to result in increased remedial investment and potential smelter shutdowns.

The basket nature of mined supply and resulting price inelasticity

PGMs are co mined with each other and with metals such as nickel, copper and chrome, and so supply decisions do not necessarily reflect market fundamentals for a specific metal. According to CRU this results in an inelastic supply response to pricing, which CRU refers to as the basket problem. This basket problem can be seen most prominently in an inability for suppliers to increase rhodium production in response to historically high prices, while platinum supply has not historically responded to periods of lower prices.

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The following charts provide an indexed view of global production of the major PGMs against prices on a real 2020 basis.

Index of Global Production and Prices (real 2020), 2015 = 100

Source: CRU Report.

Mined supply summary metrics

CRU expects mined supply of the major PGMs to grow at an annual rate of approximately 3% to 2030 from 2019 levels. The mix of platinum, palladium and rhodium and the supply by key producing nation as a percentage of total mined supply is expected to remain relatively constant. The following charts provide CRUs view on mined supply growth by major PGM and producing nation.

Source: CRU Report.

CRU notes that the 3% assumed growth, such that by 2030 approximately one-quarter of overall mined PGM supply will come from projects that are currently uncommitted. Further, the forecast is predicated on an ability for existing operations to offset expected declining ore grades with minor expansions at existing sites. CRU notes these assumed expansions and extensions will require the timely allocation of capital.

The basket nature of mined supply means that producer price expectations will play an important role in capital allocation. As a result of the basket 4E PGM price, For instance, in the event that the higher relative share of platinum production in South African operations disincentivized investment in new production, CRU notes there could be extremely large impacts to the supply of the minor PGMs (particularly rhodium and iridium) that are largely produced in South Africa.

PGM production costs associated with mined supply

South African PGM producers total cash costs per platinum ounce ranges from approximately R20,000 to R40,000 according to the SFA (Oxford) Report. While our existing PPM operations are 4th quartile in terms of cost according to the SFA (Oxford) Report, SFA estimates that the development of the Triple Crown Properties will reposition us as one of the lowest cost producers in the PGM sector (assuming static operations of our competitors), as shown in the chart below:

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Source: SFA (Oxford) Report.

This repositioning is in large part due to the relatively shallow depth of the Central and East Underground Blocks which comprise a significant portion of Sedibelo’s production by 2030. The mine plan for the Central and East Underground Blocks contemplates mining activity will occur at depths shallower than 800 meters through 2060. This compares to other mines on the Western Limb of the Bushveld Complex with similar grades which generally mine at deeper depths and in certain cases have maximum depths of approximately 3,000 meters as shown in the table below. Additionally, our ability to leverage existing surface infrastructure at the Pilanesberg Platinum Mine, further reducing the incremental costs associated with its growth plans.

Operator	Mine	Maximum Depth (meters)
Sedibelo	East Block	650
​	Central Block	800
Sibanye Stillwater	Kroondal	450
​	Marikana	1,287
​	Rustenberg	1,350
​	Mimosa	1,812
Anglo American	Modikwa	450
​	Mototolo	450
​	Kroondal	450
​	Amandelbult	1,300
​	Unki	2,267
Northam	Eland	1,600
​	Booysendal	2,000
​	Zondereinde	3,000

Recycling as a source of supply for PGMs

Recycled PGM supply comes from both end of life autocatalysts, diesel particulate filters and after treatment catalysts, as well as the recycling of petrochemical catalysts, glass and jewelry. Recycled PGMs

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can be bifurcated into open loop systems and closed loop systems. Autocatalysts form part of an ‘open loop’ recycling process, whereby PGMs are returned to the broader market in the form of fungible PGM metals as an addition to supply. Other types of PGM recycling such as petrochemical catalyst, glass or jewelry typically form ‘closed loop’ cycles, meaning the recovered PGMs are usually returned to the manufacturer for reuse; consequently, they are viewed by CRU as a subtraction to demand rather than an addition to supply. Closed loop players typically only purchase PGMs during expansions, or else to replace process losses.

The following chart provides CRUs forecast for recycled PGMs by source:

Recycled PGMs by Source
(koz)

Source: CRU Report.

Recycled supply of PGMs from recycled autocatalysts by their nature are influenced by the mix of ICE/​diesel purchases many years prior to the point of recycling. CRU expects platinum as a percentage of PGMs sourced from recycled autocatalysts to decline over time due to downward trending diesel sales profile following Dieselgate and the ~2010 change in autocatalyst formulations that saw platinum largely substituted by the then much cheaper palladium.

The following chart provides CRUs forecast for recycled PGMs by source:

Recycled PGMs by Source
(koz)

Source: CRU Report.

Market balance for the major PGMs — platinum, palladium, rhodium

CRU’s supply and demand estimates result in different outlooks for the key PGMs. CRU supplements their supply and demand estimates with an assumed change in metal held in inventory to determine a net

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market balance. A positive market balance is indicative of excess supply and all else equal should put pressure on prices, while a negative market balance is indicative of insufficient supply and all else equal should put upward pressure on prices. The following tables provide CRUs expectations for net market balance for the three key PGMs.

Platinum Net Market Balance

​	2015		2016		2017		2018		2019		2020		2021		2022		2023		2024		2025		2026		2027		2028		2029		2030
Total Fabrication Demand	​	10,346	​	10,007	​	9,945	​	10,333	​	9,934	​	8,922	​	9,787	​	10,097	​	10,391	​	10,557	​	10,710	​	11,490	​	11,853	​	12,289	​	12,822	​	13,195
Total Supply	​	10,325	​	10,298	​	10,444	​	10,814	​	10,761	​	9,334	​	11,152	​	11,635	​	11,384	​	11,780	​	12,189	​	12,563	​	12,966	​	13,338	​	13,799	​	13,952
Fabrication Balance	​	(21)	​	291	​	499	​	481	​	827	​	412	​	1,365	​	1,537	​	993	​	1,224	​	1,479	​	1,072	​	1,113	​	1,049	​	977	​	757
Stock Movements	​	453	​	582	​	281	​	(35)	​	978	​	1,248	​	—	​	—	​	—	​	—	​	—	​	285	​	285	​	285	​	285	​	285
Net Market Balance	​	(473)	​	(291)	​	218	​	516	​	(150)	​	(836)	​	1,365	​	1,537	​	993	​	1,224	​	1,479	​	787	​	828	​	764	​	692	​	472

Source: CRU Report.

Palladium Net Market Balance

​	2015		2016		2017		2018		2019		2020		2021		2022		2023		2024		2025		2026		2027		2028		2029		2030
Total Fabrication Demand	​	11,128	​	11,402	​	11,758	​	12,284	​	12,917	​	11,551	​	13,012	​	13,430	​	14,136	​	14,409	​	14,525	​	14,516	​	14,425	​	14,395	​	14,501	​	14,487
Total Supply	​	10,605	​	10,533	​	11,181	​	11,517	​	12,011	​	11,297	​	11,608	​	12,448	​	12,717	​	13,277	​	13,790	​	14,253	​	14,862	​	14,278	​	15,586	​	15,812
Fabrication Balance	​	(523)	​	(869)	​	(577)	​	(767)	​	(906)	​	(254)	​	(1,404)	​	(982)	​	(1,419)	​	(1,132)	​	(735)	​	(263)	​	437	​	883	​	1,085	​	1,325
Stock Movements	​	(789)	​	(757)	​	(627)	​	(569)	​	(132)	​	(200)	​	—	​	—	​	—	​	—	​	—	​	50	​	50	​	50	​	100	​	100
Net Market Balance	​	265	​	(111)	​	51	​	(199)	​	(775)	​	(54)	​	(1,404)	​	(982)	​	(1,419)	​	(1,132)	​	(735)	​	(313)	​	387	​	833	​	985	​	1,225

Source: CRU Report.

Rhodium Net Market Balance

​	2015		2016		2017		2018		2019		2020		2021		2022		2023		2024		2025		2026		2027		2028		2029		2030
Total Fabrication Demand	​	918	​	1,000	​	1,032	​	1,043	​	1,155	​	1,005	​	1,187	​	1,236	​	1,304	​	1,377	​	1,411	​	1,446	​	1,476	​	1,521	​	1,577	​	1,642
Total Supply	​	1,061	​	1,051	​	1,115	​	1,135	​	1,162	​	1,057	​	1,111	​	1,184	​	1,181	​	1,262	​	1,332	​	1,411	​	1,488	​	1,536	​	1,651	​	1,762
Fabrication Balance	​	143	​	51	​	83	​	92	​	7	​	52	​	(77)	​	(52)	​	(123)	​	(116)	​	(79)	​	(34)	​	12	​	15	​	74	​	120
Stock Movements	​	(5)	​	5	​	(20)	​	(50)	​	60	​	110	​	(10)	​	(10)	​	(10)	​	(5)	​	(5)	​	(5)	​	5	​	10	​	10	​	20
Net Market Balance	​	148	​	46	​	103	​	142	​	(53)	​	(58)	​	(67)	​	(42)	​	(113)	​	(111)	​	(74)	​	(29)	​	7	​	5	​	64	​	100

Source: CRU Report.

Chrome — Supply and demand drivers

Chrome ore, or chromite is primarily sourced from three continents: Africa, Europe and Asia. The vast majority of chromite is consumed in ferrochrome production, with demand largely driven by China.

Chromite production saw a 20% decline in 2020 from 2019 levels according to CRU, but is expected to increase 23% in 2021 owing to a relatively quick recovery from Covid-19 as well as government support of the manufacturing sector in China according to CRU. The following chart provides historical chromite production by region and CRU’s forecast through 2025:

Chromite Production, 2016-2025 kt

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Source: CRU Report.

Ferrochrome production saw a 12% decline in 2020 from 2019 levels according to CRU, but is expected to increase 17% in 2021 again owing to a relatively quick recovery from COVID-19 as well as government support of the manufacturing sector in China according to CRU. The following chart provides historical ferrochrome production by region and CRU’s forecast through 2025:

Ferrochrome Production, 2016-2025 kt

Source: CRU Report.

CRU expects that over the longer term that the marginal tonne of chrome ore will be supplied by miners in India, and as a result their cost of production will be an important driver of future prices. CRU estimates that by 2030, the delivered cost to China from chrome ore produced in India will be US$207/t in real 2020 terms. The following chart show the relative cost of chrome ore mines in 2030, not adjusted for grade:

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Economic Costs of Chrome Ore Mines in 2030 (Real 2020 $/t)

Source: CRU Report.

Iridium — Supply and Demand Drivers

Iridium is a critical element in several niche products, including temperature-resistant crucibles used to grow synthetic crystals, which are then used for light-emitting diodes (LEDs), electronics and telecommunications systems. Due to its high melting point and resistance to chemical attack, iridium is the preferred material for crucibles used in the production of high purity single crystals of various metal oxides. A variety of crystals are grown by a number of different techniques. The principal method of growth involves the pulling of a single crystal from a pool of molten salts contained in the crucible. Iridium metal also finds use in high-performance spark plugs, medical devices and iridium-coated electrodes for navel ballast systems. Iridium compounds are sparingly used in the production of organic light-emitting diodes (OLEDs), a common backlighting for phones and televisions. According to CRU, beyond the short term, iridium has upside potential from its use in electrolysis. The rapid emergence of the hydrogen economy has propelled government induced funding for ‘green’ hydrogen generation, which is driven by electrolysis.

According to CRU, South Africa accounts for 81% of global iridium mine supply of approximately 240,000 ounces. In 2020, Johnson Matthey estimated that 31% of total iridium end use demand came from the electrical sector, 26% from the electrochemical and 13% from automotive. CRU estimates that if 95% of all targeted electrolysis capacity comes from PEM electrolyzers over the coming decade, despite thrifting loadings by 5% per annum, total iridium demand from PEM electrolyzers alone would overtake the entire supply of iridium by as much as 30% by 2030.

Ruthenium — Supply and Demand Drivers

Ruthenium finds uses in electrical applications (transistors), as well as the electro-chemical and chemical industries. It is also a significant additive to 4th generation nickel-rhenium superalloys, which are used in high temperature turbine blades for jet aircraft and oil/gas power generation. Ruthenium can also be used in PEM electrolysers, but generally iridium is preferred. As such, ruthenium has seen less of an upside in its price trajectory in recent months, which was largely driven by the Amplats ACP outages, as well as perhaps some rising enthusiasm for minor PGMs used in the future hydrogen economy.

According to CRU, South Africa accounts for 90% of global ruthenium mine supply of approximately one million ounces.

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BUSINESS

Overview

We are an established South African producer of PGMs, with a portfolio of high-quality PGM growth projects and an exclusive license within a majority of the SADC region for a next-generation processing technology that we believe will facilitate the production of finished metal with a lower environmental impact than traditional smelting. For the years ended December 31, 2021 and 2020, we produced and sold 98 koz and 129 koz, respectively, of 4E. According to the Technical Report Summaries, our production is forecast to grow by 326% to 417 koz 4E per annum in 2030, based on our life-of-mine plans, which require material increases to our capital and operating expenditures and are based on estimates of mineral reserves and resources and commodity price and exchange rate forecasts, amongst others. For more information, see “— Principal factors affecting our financial condition and results of operations — Capital expenditures,” “— Capital expenditures” and “Description of Projects.”

We currently operate the Pilanesberg Platinum Mine on the Western Limb of the Bushveld Complex, an open pit mining operation which commenced production in March 2008. The Bushveld Complex is a well-established producing region for PGMs, which according to CRU contained approximately 91% of the world’s PGM-bearing ore in 2020 and represented 70%, 34%, and 78% of global platinum, palladium and rhodium production in 2020, respectively.

We are advancing two high quality PGM expansion projects: (1) the development of the Triple Crown Properties, a wholly-owned brownfield expansion of the Pilanesberg Platinum Mine, including a new underground section of the mine to allow us to access attractive mineral resources; and (2) the greenfield Mphahlele Project on the Eastern Limb of the Bushveld Complex, in which we hold a 75% interest. We believe these projects are high quality as they are higher grade than our existing operations and shallower than the underground mines of our competitors. Further, we believe that our ability to leverage our existing Pilanesberg Platinum Mine footprint and regional (third party and owned) infrastructure will make these new projects very capital efficient. According to the Technical Report Summaries, our Western Limb properties (excluding Kruidfontein) and Eastern Limb properties are forecast to result in steady-state average production of 278 koz and 152 koz 4E per annum from 2030 to 2040, respectively. According to the SFA (Oxford) Report, the operation of the Triple Crown Properties, once developed, will reposition us as one of the lowest cost producers in the PGM sector.

Currently, substantially all of our PGM in concentrate is sold to a third party for conversion into finished metal through an energy intensive traditional smelting process. Going forward, we plan to forward integrate to refine our PGMs independently.Through our 50% holding in Kelltech, we are in the process of developing a 110 ktpa Kell Processing Plant to be located near our existing Pilanesberg Platinum Mine operations. We expect that the Kell Processing Plant will process our concentrate, as well as refine third party concentrate, into metal using a more environmentally-friendly hydrometallurgical process as compared to traditional smelting. The Kell process follows four basic sequential steps, all of which are well-proven and commonly used in the metallurgical industry and provide high recoveries of base and precious metals. Our Kell Processing Plant will be the first of its kind at commercial scale, but we believe the capabilities of the technology have already been well established.

We are committed to operating our business and engaging with our community in line with industry best-practice ESG principles, which include plans to: (1) align our business with the United Nations Sustainable Development Goals; (2) prepare our annual sustainability reports in accordance with the Global Reporting Initiative Standards, which assist companies in communicating and disclosing their impacts on inter alia environmental issues, human rights and corruption; (3) register to participate in voluntary disclosure programs, such as the Church of England Tailings Disclosure Programme; (4) strengthen our environmental management at our operations to comply with the IFC Performance Standards on Environmental and Social Sustainability; and (5) procure a dedicated supply of renewable energy for our operations. To this end we appointed a Chief ESG Officer effective December 1, 2021. To date, we have significantly improved our safety and environmental performance since 2011 through enhanced controls and procedures with no major reportable incidents for over three years. We are an active participant in our local community, whose members comprised approximately 64% of our workforce as of December 31, 2021 and which is a key 26% shareholder of the Company through the Tribal Authority structure. The local community is an essential

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partner for the success of our business and our continuous focus on the wellbeing of our work force has helped us achieve over six million fatality-free shifts worked over the past twelve years. In addition, we successfully negotiated with a farming community which occupied a portion of the Wilgespruit farm to gain full access to our mining properties. This has been an invaluable experience and has deepened our ability to work with a range of community stakeholders. We are actively evaluating ways we can further improve our environmental and carbon footprint, including the possibility of building solar plants at both the Pilanesberg Platinum Mine and Mphahlele and the use of alternate fuel sources both in the processing plants and in our mining vehicles, to reduce or eliminate our reliance on grid electricity and diesel. For more information about our ESG program, see “— Environmental, social and governance matters.”

We are led by a strong management team, with extensive experience working together to build and operate PGM assets in South Africa, as well as in underground and open pit mining. Our Chief Executive Officer Erich Clarke, Chief Financial Officer, Elmarie Maritz, Chief Operating Officer, Casper Badenhorst, Executive Corporate Affairs and Human Capital, Christian Phephenyane, and other members of our senior management team, have managed our business since 2014 and bring expertise from other notable PGM operators in South Africa, including Lonmin plc, Northam Platinum Limited, Anglo American Platinum Limited and Impala.

For the year ended December 31, 2021, we:

•

produced and sold 97.6 koz 4E, consisting of 62.5 koz, 26.0 koz, 6.5 koz and 2.6 koz of contained platinum, palladium, rhodium and gold, respectively, in the form of concentrate;

•

generated revenue of US$266 million; and

•

incurred cost of operations of US$184 million.

For the year ended December 31, 2020, we:

•

produced and sold 128.8 koz 4E, consisting of 82.1 koz, 34.1 koz, 9.8 koz and 2.8 koz of contained platinum. palladium, rhodium and gold, respectively, in the form of concentrate;

•

generated revenue of US$278 million; and

•

incurred cost of operations of US$156 million and managed down costs uring the COVID-19 pandemic and a compulsory care and maintenance period as a result of lockdowns enforced on businesses in South Africa, reflecting cost discipline during a period of uncertainty.

Our competitive strengths

We believe that we have the following competitive strengths:

Established operator with a long track record of safe production and continuous improvement

Our Pilanesberg Platinum Mine operations commenced production in March 2008 and has operated continuously since then. Since 2009, we have produced more than 1.4 Moz 4E in concentrate. We operate in an established mining jurisdiction that benefits from existing infrastructure and access to a highly skilled local labor force. We have grown our average annual 4E production over the last five years to 127 koz, which represents a 21% increase from our production in 2012, while maintaining zero fatalities, through a range of initiatives including:

•

enhanced supervisory, technical and safety, health, environment and quality skills to deliver six million fatality-free shifts worked;

•

consolidated regional operations and mineral deposits into the Pilanesberg Platinum Mine;

•

commissioned a tailings scavenging plant in 2016 to increase recoveries; and

•

added a chromite recovery plant in 2017 to increase by-product production.

We expect a step-change increase in scale driven by a portfolio of high quality, low cost PGM projects

We are developing incremental PGM production that is expected to grow production by 326% from 98 koz 4E in 2021 to 417 koz 4E in 2030 based on the Technical Report Summaries, between our Western

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Limb (excluding Kruidfontein) and Eastern Limb properties. The material assumptions underlying our production growth forecast include material increases to our capital and operating expenditures, as well as estimates of mineral reserves and resources and commodity price and exchange rate forecasts, amongst others. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Principal factors affecting our financial condition and results of operations — Capital expenditures,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Capital expenditures” and “Description of Projects.” We believe our development projects benefit from some of the highest quality ore bodies in the region due to their relatively high grade, shallow depth and close proximity to one another (contiguous projects).

Our underground PGM operations are expected to be among the shallowest in South Africa, which avoids the need for vertical shafts that are both capital and time intensive to develop. According to the SFA (Oxford) Report, the development of the Triple Crown Properties will reposition us as one of the lowest cost producers in the PGM sector. This is principally due to the relatively shallow depth of the Central and East Underground Blocks. The mine plan for the Central and East Underground Blocks contemplates mining activity will occur at depths shallower than 800 meters through 2060. This compares to other mines on the Western Limb of the Bushveld Complex with similar grades which generally mine at deeper depths and in certain cases have maximum depths of approximately 3,000 meters. Ore from our Triple Crown Properties will be processed through our existing Pilanesberg Platinum Mine concentrator, significantly reducing capital costs and accelerating our development timeline. In September 2021, we secured access via the Wilgespruit farm, facilitating direct access to our planned mining area, which we estimate will save a further US$154 million in development capital, which we have factored into our capex plans as presented herein. Additionally, the development of our Triple Crown Properties benefits from an expedited regulatory approval process as we expect to be able to apply the existing Pilanesberg Platinum Mine environmental permits and mining rights to the development of these properties.

Our Mphahlele Project is located near to existing third-party operations that mine and process ore with similar characteristics. The project area is mainly rural and sufficient land is available for infrastructure, plant and tailings dams. Established towns of Polokwane and Mokopane (respectively 50 km and 70 km away) provide urban amenities and sources of skilled and unskilled labor. Bulk raw water and power supplies for the project are readily available. The shallow nature of the underground mining operation, supported by existing infrastructure in the area is expected to reduce the time from the start of development to first production.

Strong growth profile is supported by significant mineral resources

Our Western Limb properties (excluding Kruidfontein) and Eastern Limb properties are expected to exploit our significant Mineral Resource base, representing approximately 47.3 Moz of our total of 78.5 Moz contained 4E in-situ Mineral Resources (inclusive of Mineral Reserves) attributable to the Company at December 31, 2021. According to the P-S-M Technical Report Summary, our Western Limb properties (excluding Kruidfontein) contained 4E in-situ Mineral Resources (inclusive of Mineral Reserves) of 35.7 Moz at December 31, 2021 (all of which are attributable to the Company), which we believe will facilitate an extension beyond the current 10 year life-of-mine of our existing PPM operations. According to the Mphahlele Technical Report Summary, our Eastern Limb properties contained 4E in-situ Mineral Resources (inclusive of Mineral Reserves) attributable to the Company of 11.6 Moz at December 31, 2021.

Furthermore, we may pursue the Kruidfontein Project after developing the Central Underground Block and the East Underground Block, which we expect would further extend the life-of-mine of our overall Western Limb operations. According to the Kruidfontein Technical Report Summary, Kruidfontein contained Inferred 4E in-situ Mineral Resources of 31.2 Moz at December 31, 2021 (all of which are attributable to the Company).

We anticipate that during the period from 2030 to 2040, steady-state production will average 278 koz 4E per annum at our Western Limb properties (excluding Kruidfontein) and 152 koz 4E per annum at our Eastern Limb properties, according to the Technical Report Summaries.

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Direct, first-mover access to proprietary Kell Process Technology driving “greener” PGM production

The Kell Process Technology is a “green” hydrometallurgical process alternative to traditional smelting, and its use eliminates the most environmentally-harmful step of metal production. Specifically, the Kell Process Technology uses less electricity, does not use cyanide, has lower water consumption and produces lower greenhouse gas emissions than the traditional PGM smelting process. We believe that the Kell Process Technology also provides us an attractive ability to recover higher amounts of metals that would otherwise accrue to the smelter processing our concentrate or incur chrome penalties on SADC concentrates. Kelltech has contracted exclusive rights to use and sub-license the Kell Process Technology in the SADC License Area. We completed an updated definitive feasibility study in the fourth quarter of 2020 for a 110 ktpa Kell Processing Plant at the Pilanesberg Platinum Mine to process PGM concentrates. The first Kell Processing Plant is expected to commence production of PGM metal in 2024 and is expected to process concentrates from the entirety of our P-S-M Project. KTSA’s ability to sub-license the Kell Process Technology will allow third party facilities in the SADC License Area to use the process, for which we will have the ability to earn royalties pro rata based on our 50% shareholding in Kelltech.

Strong cash generation to self-fund our growth pipeline

We believe our capital efficient development growth plan for the Western Limb (i.e., P-S-M Project, which excludes Kruidfontein), Eastern Limb (i.e., Mphahlele Project) and Kell Processing Plant can be funded with limited external capital. According to the Technical Report Summaries, cash from operations is forecast to exceed our development expenditures for our P-S-M and Mphahlele Projects. For further details about our expected capital costs, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Principal factors affecting our financial condition and results of operations — Capital expenditures,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Capital expenditures” and “Description of Projects.” We expect to meet our funding requirements for our P-S-M Project, Mphahlele Project and Kell Processing Plant with cash from our balance sheet, including proceeds from this offering, reinvestment of future P-S-M cash flows and debt facilities.

Proven commitment to industry best-practice ESG principles

We are committed to delivering industry best-practice environmental and safety performance, local community development and strong corporate governance. We have reduced minor environmental incidents by 85% since 2015 with no reportable environmental incidents since 2017. Our local community is a 26% shareholder and represents approximately 64% of our workforce as of December 31, 2021. We believe the Kell Process Technology can deliver an improved environmental footprint for our industry given lower energy consumption and reduced greenhouse gas emissions. In addition, we have recently appointed a Chief ESG Officer to strengthen our capacity in this area. This decision underlines our commitment to placing ESG at the center of our business. For more information about our ESG program, see “Business — Environmental, social and governance matters.”

Highly experienced management team with an established track record at the same organizations

Our management team has extensive experience working together to build and operate PGM assets in South Africa, and at Sedibelo specifically. Our Chief Executive Officer, Erich Clarke, Chief Financial Officer, Elmarie Maritz, Chief Operating Officer, Casper Badenhorst, Executive Corporate Affairs and Human Capital, Christian Phephenyane and our senior management team, have managed our business since 2014. Core members of our operational management team have extensive experience in the PGM sector having worked together for more than 10 years, bringing expertise from other operators including Lonmin plc, Northam Platinum Limited, Anglo American Platinum Limited and Impala.

Our business strategies

Our objective is to maximize shareholder value through capital efficient growth and deployment of the Kell Process Technology to facilitate greener metals production while adhering to industry best-practice ESG principles. Our key strategies to achieve this objective are described below:

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Continue to drive efficiency and execution at our current open pit operations at the Pilanesberg Platinum Mine

Production activities at the East Pit commenced in the first quarter of 2022 pursuant to being granted unfettered access to the land. We expect to produce approximately 1.0 Moz 4E during the next seven years, predominantly from the open pit operations at our existing West Pit and the new East Pit.

Leverage our existing processing facilities at the Pilanesberg Platinum Mine to deliver capital efficient growth from our brownfield Triple Crown Properties

We expect the development of the East Pit and our attractive and low cost underground mine to further increase the scale and life-of-mine of our Western Limb operations. Once our underground operations are in production, for example, we plan to reconfigure our existing Merensky process plant to treat 160 ktpm of mostly UG2 material from the underground operations and the existing UG2 plant will then be used to process 67 ktpm of low grade stockpiled material.

Commission the initial 110 ktpa Kell Processing Plant to produce “green” PGM metal rather than PGM concentrate

Construction of the initial Kell Processing Plant is scheduled to begin in May 2022, and we expect to commission the plant in the fourth quarter of 2023. The Kell Processing Plant will allow us to process our PGM concentrate into PGM metal, increasing our share of the PGM value chain, eliminating our need to rely on the smelting operations of competing producers, and improving the environmental impact of PGMs metal production in South Africa. The P-S-M Technical Report Summary reflects the improved payable metal prices we expect to receive from processing our concentrate through the Kell Processing Plant. We intend to process both our own PGM concentrates as well as to enter into arrangements to process third-party concentrate.

License Kell Process Technology in the SADC License Area providing royalty income and expand the technologies’ application to other metals

We believe we are uniquely positioned to facilitate the evolution of our industry to a greener and more profitable higher-yielding production route. We have exclusive rights to sub-license the Kell Process Technology to other PGM concentrate producers in the SADC License Area with an addressable market of 3.6 Mtpa, equivalent to 33 of the capacity of our initial Kell Processing Plant. We are further evaluating the application of the Kell Process Technology on other traditionally complex ore types such as refractory gold deposits in East Africa. In exchange for third party use of the Kell Process Technology, we expect to have the right to receive a royalty income stream on future production.

Continue demonstrating our commitment to continuous strategic improvement

We are committed to the continuous evaluation of opportunities to improve and expand our operations. Potential strategic initiatives are at various stages in the evaluation process and include exploring the viability of using more sustainable and cleaner power sources, evaluating opportunities to develop our large mineral resource inventory which are not included in our current expansion projects, and optimizing the way in which we monetize our chromite and cobalt by-products.

Differentiate our greener PGM production with an increasingly carbon conscious customer base

We believe that the reduced environmental footprint of PGMs produced using the Kell Process Technology will lead to them being a preferred source of material for carbon conscious OEMs and consumers, which may lead to premium pricing over time as seen in other metals such as aluminum. PGMs play a critical role in reducing vehicle emissions and as catalysts in the growing hydrogen fuel cell market. We believe our PGM production process will further these decarbonization efforts.

Continuously improve our commitment to industry best-practice ESG principles

We are committed to making a positive impact on our local communities, our workforce and the environment in which we operate. We work closely with our local community which represents 64% of our

135

workforce as of December 31, 2021 and holds a 26% shareholding in the Company. We actively invest in our relationship through infrastructure projects, such as roads and medical facilities and promote local entrepreneurship. We have an excellent health and safety record and a well entrenched health and safety culture. We are committed to consistent improvements to our strong environmental performance through continued stringent compliance and through planned investments in the Kell Processing Plant. For more information about our ESG program, see “Business — Environmental, social and governance matters.”

Implement a robust capital allocation framework

We are committed to maximizing shareholder returns through a robust capital allocation framework that balances our strong production growth profile with returns of capital to shareholders. Following the substantial development of the Triple Crown Properties and the Mphahlele Project, we will continue to seek attractive opportunities to deploy capital but also believe that we will be in a position to return excess capital to our shareholders.

Our corporate structure

The following chart sets forth our simplified corporate structure as of the date of this prospectus.

History and development of the Group

The Group commenced operations in 1999 to take advantage of the opportunities arising from the amendments to South African mining legislation, in particular the requirement to convert old order prospecting rights and/or mining rights to prospecting rights and/or mining rights pursuant to Schedule II to the MPRDA, and to explore and/or exploit such prospecting rights and/or mining rights within certain prescribed periods.

In this context, the Group’s key strategic objective was to identify and to apply for prospecting rights for shallow PGM projects on the Bushveld Complex that the large PGM mining companies were required to relinquish to the State to comply with such changes in South African mining legislation.

The Group secured 29 prospecting rights, which it subsequently converted into prospecting rights and/or mining rights pursuant to Schedule II to the MPRDA. Once secured, the Group began exploration programs, proved up its resource base, and identified the rights with the greatest development potential.

By the mid-2000s, the Group had several key projects in development phase and had identified the Pilanesberg Platinum Mine as its “flagship” project due to its location on the Western Limb, its outcrop at surface, and potential for expansion. The Pilanesberg Platinum Mine commenced production in March 2008. In 2021, the Pilanesberg Platinum Mine produced 97.6 koz 4E.

136

In addition to the Pilanesberg Platinum Mine, the Group has a pipeline of PGM projects in various stages of the project development lifecycle, ranging from applications for legal tenure to exploration and development. Most notable are the Triple Crown Properties, on which we plan to undertake a brownfield expansion of the Pilanesberg Platinum Mine that will leverage our existing plant infrastructure, and the Mphahlele Project, a greenfield development project located on the Eastern Limb of the Bushveld Complex, located near a number of currently producing mines.

The Company was incorporated on December 9, 2011 as a non-cellular company limited by shares incorporated and registered under the laws of Guernsey, under the name “Platmin Limited” with company registration number 54400. On December 6, 2013, the Company’s name was changed to “Sedibelo Platinum Mines Limited.”

The Company’s ordinary shares were previously listed on the Toronto Stock Exchange, the Alternative Investment Market (AIM) of the London Stock Exchange and the JSE. The Company voluntarily delisted from all three exchanges in 2011.

The business of the Group, or any part thereof, is not managed or proposed to be managed by a third party under contract or arrangement.

Overview of projects

All of our operating, development and exploration projects are located on the Western and Eastern Limbs of the Bushveld Complex of South Africa, as set forth in the map below.

P-S-M Project

The P-S-M Project encompasses all of our existing and planned mining activities on the Western Limb of the Bushveld Complex in South Africa, excluding the Kruidfontein Project. The P-S-M Project envisages the integrated production from the existing and operational Pilanesberg Platinum Mine (West Pit) with production from the East Pit beginning in the first quarter of 2022, and from our underground mine project that will access the Central Underground Block and East Underground Block, within the contiguous Tuschenkomst, Wilgespruit and Magazynskraal farms. We plan to access the two underground mining blocks through two decline shafts located respectively east of the West Pit highwall and on the Wilgespruit farm. The P-S-M Project relies on the existing infrastructure and concentrators at the West Pit, supplemented by additional surface infrastructure to support the planned underground operations. The West Pit, which is operated by PPM, is located approximately160 km northwest of Johannesburg and approximately 66 km north of Rustenburg. The P-S-M Project is situated within the boundaries of the Moses Kotane Municipality along the northern edge of the Pilanesberg Alkaline Complex in the North West Province of South Africa. The moderate climate means that exploration and mining operations can be undertaken throughout the year, with no extraordinary measures anticipated.

Historically, the West Pit has been our sole operating mine.

137

However, production activities at the East Pit commenced in the first quarter of 2022 pursuant to being granted unfettered access to the land.

We have selected Worley Parsons South Africa (“Worley”) as the Engineering, Procurement and Construction Management (“EPCM”) contractor to build the portal and portal infrastructure for the East Underground Block. Worley has been issued with a letter of intent to enable them to start work on design and implementation of the East Portal while contract negotiations take place. We expect that the contract negotiations will be concluded by the end of March 2022, after which Worley will be appointed.

The first phase of the mining contractor selection process has been concluded, with two contractors selected for further capability discussions based on their tender submissions. Once the mining contractor has been selected, the contract negotiations will start. The mining contractor will also be issued with a letter of intent to enable them to start the mobilization process with the recruitment and training of their workforce. The mining contractor will be required to start work by the beginning of July 2022.

The following tables set forth the aggregate Mineral Reserve and Mineral Resource estimates for our P-S-M Project effective at December 31, 2021. The Mineral Resources are presented on an in-situ basis, while the Mineral Reserves are reported as RoM ore delivered to the RoM stockpile (open pits) or to surface (underground mines).

Mineral Reserves

Reserve Area	Tonnage (Mt)		PGM Grade (g/t)				Contained PGM				Base Metal Grade (%)				Contained Cu + Ni (kt)
			4E		6E		(4E Moz)		(6E Moz)		Ni		Cu
West Pit	​	13.1	​	1.62	​	1.88	​	0.69	​	0.79	​	0.062	​	0.019	​	9.9
East Pit	​	20.5	​	1.56	​	1.82	​	1.0	​	1.2	​	0.060	​	0.009	​	14.0
Central Underground Block	​	12.8	​	4.76	​	6.05	​	2.0	​	2.5	​	0.020	​	0.004	​	2.7
East Underground Block	​	31.4	​	4.21	​	5.06	​	4.3	​	5.1	​	0.040	​	0.020	​	18.0
Total Probable Mineral Reserves	​	77.8	​	3.17	​	3.83	​	8.0	​	9.6	​	0.046	​	0.014	​	44.6

Notes:

(1)

Mineral Reserves are based on various modifying factors and assumptions and may need to be revised if any of these factors and assumptions change.

(2)

Mineral Reserves should not be interpreted as assurances of economic life.

(3)

Mineral Reserves (West and East Pits) are derived from an optimized pit using a 4E basket price of R21,000/oz without application of a cut-off grade.

(4)

Mineral Reserves (Underground Blocks) are reported at cut-off RoM grades of 2.32 g/t 4E and 2.67g/t 4E for UG2 and PUP respectively. These are based on 4E basket prices of US$1,587/oz and US$1, 336/oz and plant recoveries of 79% and 81% for the UG2 and PUP reefs respectively.

(5)

1 troy ounce = 31.1034768 g.

(6)

Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.

Mineral Resources (Exclusive of Mineral Reserves)

Resource Area

Tonnage (Mt)

PGM Grade (g/t)

Contained PGM

Base Metal Grade (%)

Contained Cu + Ni (kt)

4E

6E

(4E Moz)

(6E Moz)

Ni

Cu

Measured Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

West Pit

​

0.001

​

3.89

​

4.79

​

0.0001

​

0.0001

​

0.002

​

0.001

​

0.00

East Underground Block

​

0.3

​

5.76

​

7.06

​

0.05

​

0.07

​

0.018

​

0.004

​

0.07

Total Measured Mineral Resources

​

0.3

​

5.76

​

7.06

​

0.05

​

0.07

​

0.018

​

0.004

​

0.07

138

Resource Area

Tonnage (Mt)

PGM Grade (g/t)

Contained PGM

Base Metal Grade (%)

Contained Cu + Ni (kt)

4E

6E

(4E Moz)

(6E Moz)

Ni

Cu

Indicated Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

West Pit

​

11.1

​

2.89

​

3.29

​

1.03

​

1.18

​

0.126

​

0.025

​

16.80

Central Underground Block

​

4.2

​

6.59

​

8.58

​

0.90

​

1.13

​

0.028

​

0.010

​

1.62

East Underground Block

​

42.7

​

3.70

​

4.33

​

5.07

​

5.81

​

0.089

​

0.027

​

49.45

Total Indicated Mineral Resources

​

58.0

​

3.75

​

4.44

​

7.00

​

8.12

​

0.092

​

0.025

​

67.87

Total Measured Indicated Mineral Resources

​

58.3

​

3.76

​

4.46

​

7.05

​

8.19

​

0.091

​

0.025

​

67.94

Inferred Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Central Underground Block

​

9.1

​

6.54

​

8.23

​

1.90

​

2.40

​

0.035

​

0.012

​

4.31

East Underground Block

​

96.9

​

4.59

​

5.41

​

14.29

​

16.85

​

0.080

​

0.025

​

102.37

West Pit low grade stockpiles

​

55.8

​

0.70

​

0.80

​

1.26

​

1.43

​

—

​

—

​

—

Total Inferred Mineral Resources

​

161.8

​

3.36

​

3.98

​

17.46

​

20.69

​

0.050

​

0.016

​

106.68

Notes:

(1)

Mineral Resources are not Mineral Reserves and do not meet the threshold for reserve modifying factors, such as estimated economic viability, that would allow conversion to Mineral Reserves. There is no certainty that any part of the Mineral Resources will be converted into Mineral Reserves.

(2)

The in-situ Mineral Resources are reported exclusive of Mineral Reserves.

(3)

Open pit optimization was based on an assumed 4E basket price of R21,000/oz, assumed mining and processing cost of R445/t and reported within a pit shell that is based on a 120% revenue factor.

(4)

The Central Underground in situ Mineral Resources are based on calculated 4E cut-off grades of 1.62 g/t and 1.15 g/t for the PUP and UG2 reefs, respectively. These are based on 4E basket prices of US$2,086/oz and US$3,037/oz, which include a 20% premium, and plant recoveries of 85% and 82% for the PUP and UG2, respectively.

(5)

The East Underground in-situ Mineral Resources are reported above 4E cut-off grades of 1.25 g/t (UG2), 1.69 g/t (MR PUP), 1.73 g/t (MRC) and 1.64 g/t (UPR). These are based on 4E basket prices of US$3,020/oz, US$D2,230/oz, US$2,176/oz and US$2,292/oz respectively which include a 20% premium. A plant recovery of 82.8% was applied.

(6)

1 troy ounce = 31.1034768 g.

(7)

Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.

Chromite Mineral Reserves and Mineral Resources (Exclusive of Mineral Reserves)

Mineral Resources	Tonnage (Mt)		Grade (%)		Content (kt)
Probable Mineral Reserves	​	​	​	​	​	​
West Pit	​	4.8	​	11.9	​	574
East Underground Block	​	24.3	​	23.1	​	5,613
Probable Mineral Reserves	​	29.1	​	21.3	​	6,187

139

Mineral Resources	Tonnage (Mt)		Grade (%)		Content (kt)
Indicated Mineral Resources	​	​	​	​	​	​
West Pit	​	3.4	​	19.9	​	684
East Underground Block	​	23.6	​	29.4	​	6,944
Total Indicated Mineral Resources	​	27.0	​	28.2	​	7,628
Inferred Mineral Resources	​	​	​	​	​	​
Central Underground Block	​	11.7	​	26.5	​	3,110
East Underground Block	​	47.5	​	29.4	​	13,974
Total Inferred Mineral Resources	​	59.2	​	28.9	​	17,084

Notes:

(1)

Mineral Resources are not Mineral Reserves and do not meet the threshold for reserve modifying factors, such as estimated economic viability, that would allow conversion to Mineral Reserves. There is no certainty that any part of the Mineral Resources will be converted into Mineral Reserves.

(2)

The in-situ Mineral Resources are reported exclusive of RoM Mineral Reserves.

(3)

Mineral Reserves are based on various modifying factors and assumptions and may need to be revised if any of these factors and assumptions change.

(4)

Mineral Reserves should not be interpreted as assurances of economic life.

(5)

Chromite grade and content refers to Cr2O3

(6)

1 troy ounce = 31.1034768g.

(7)

Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.

Mphahlele Project

The Mphahlele Project is our development stage underground PGM project on the northern part of the Eastern Limb of the Bushveld Complex in South Africa. All of the planned mining activities related to the Mphahlele Project are located on the M’Phatlele farm in the Limpopo Province and will consist initially of a shallow underground mine to be accessed via two low-cost declines. The M’Phatlele farm is located approximately 50 km south of Polokwane. The proposed project area is mainly rural and sufficient land is available for infrastructure, plant and tailings dams. The predominant land uses within and adjacent to the project include residential areas (formal and informal villages under the authority of the Bakgaga Ba Mphahlele Tribal Authority), subsistence dry land agriculture, small-scale commercial agriculture and livestock grazing. The moderate climate means that exploration and mining operations can be undertaken throughout the year, with no extraordinary measures anticipated.

The following tables set forth the aggregate attributable Mineral Reserve and Mineral Resource estimates for our Mphahlele Project effective at December 31, 2021, which are attributable to the Company. The Mineral Resources are presented on an in-situ basis, while the Mineral Reserves are reported as RoM ore delivered to the surface crusher.

Mineral Reserves

Reserve Area

Tonnage (Mt)

PGM Grade (g/t)

Contained PGM

Base Metal Grade (%)

Contained Cu + Ni (kt)

4E

6E

(4E Moz)

(6E Moz)

Ni

Cu

Mphahlele (UG2)

​

22.7

​

3.63

​

4.36

​

2.66

​

3.18

​

0.088

​

0.050

​

31.4

Total Probable Mineral Reserves

​

22.7

​

3.63

​

4.36

​

2.66

​

3.18

​

0.088

​

0.050

​

31.4

140

Notes:

(1)

Mineral Reserves, as RoM ore delivered to the surface crusher, are reported on an attributable basis, with only the 75% attributable to the Company included.

(2)

Mineral Reserves are based on various modifying factors and assumptions and may need to be revised if any of these factors and assumptions change.

(3)

Mineral Reserves should not be interpreted as assurances of economic life.

(4)

Mineral Reserves are reported at a cut-off grade of 2.3 g/t 4E based on a 4E basket price of US$1,936/oz and a plant recovery of 83%.

(5)

1 troy ounce = 31.1034768g.

(6)

Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.

Mineral Resources (Exclusive of Mineral Reserves)

Resource Area

Tonnage (Mt)

PGM Grade (g/t)

Contained PGM

Base Metal Grade (%)

Contained Cu + Ni (kt)

4E

6E

(4E Moz)

(6E Moz)

Ni

Cu

Measured Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Merensky

​

0.6

​

3.00

​

3.80

​

0.06

​

0.08

​

0.21

​

0.12

​

2.0

UG2

​

0.3

​

5.12

​

6.14

​

0.04

​

0.05

​

0.12

​

0.08

​

0.5

Total Measured Mineral Resources

​

0.9

​

3.61

​

4.47

​

0.10

​

0.13

​

0.18

​

0.11

​

2.5

Indicated Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Merensky

​

12.1

​

3.00

​

3.75

​

1.17

​

1.46

​

0.20

​

0.12

​

38.1

UG2

​

3.2

​

5.06

​

6.06

​

0.51

​

0.62

​

0.12

​

0.07

​

6.1

Total Indicated Mineral Resources

​

15.3

​

3.43

​

4.23

​

1.68

​

2.08

​

0.18

​

0.11

​

44.2

Total Measured and Indicated Mineral Resources

​

16.2

​

3.45

​

4.25

​

1.78

​

2.21

​

0.18

​

0.11

​

46.7

Inferred Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Merensky

​

23.3

​

3.12

​

3.91

​

2.33

​

2.92

​

0.20

​

0.12

​

73.8

UG2

​

25.6

​

5.11

​

6.12

​

4.21

​

5.04

​

0.12

​

0.07

​

48.8

Total Inferred Mineral Resources

​

48.9

​

4.16

​

5.06

​

6.54

​

7.96

​

0.16

​

0.10

​

122.7

Notes:

(1)

Mineral Resources are not Mineral Reserves and do not meet the threshold for reserve modifying factors, such as estimated economic viability, that would allow conversion to Mineral Reserves. There is no certainty that any part of the Mineral Resources will be converted into Mineral Reserves.

(2)

The in-situ Mineral Resources are reported on an attributable basis, with only the 75% attributable to the Company included.

(3)

The in-situ Mineral Resources are reported exclusive of any Mineral Reserves that may be derived from them.

(4)

1 troy ounce = 31.1034768 g.

(5)

The in-situ Mineral Resources are reported above a cut-off of 1.63 g/t 4E for the Merensky Reef and 1.38 g/t 4E for the UG2 Reef.

(6)

The cut-off grades are based on 4E basket prices of US$1,989/oz and US$2,797/oz and plant recovery factors of 87% and 83% for the Merensky and UG2 respectively.

(7)

Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.

141

Kruidfontein Project

The Kruidfontein Project is our exploration stage PGM project to mine the Kruidfontein region, which is located on the Western Limb of the Bushveld Complex in South Africa. The Kruidfontein Project envisages production from an underground mine serviced by a twin vertical shaft system. The Kruidfontein Project is located approximately 130 km northwest of Johannesburg and 45 km north of Rustenburg. Platinum mining activities in the vicinity as well as proximity to the Pilanesberg National Park and Sun City complex, have ensured a comprehensive infrastructure of roads, power and telecommunications in the region. The Kruidfontein Project lies southeast and east of the Magazynskraal farm, which forms part of the P-S-M Project. The moderate climate means that exploration and mining operations can be undertaken throughout the year, with no extraordinary measures anticipated.

The following table sets forth the aggregate in-situ Mineral Resource estimates for our Kruidfontein Project effective at December 31, 2021.

Mineral Reserves

There were no Mineral Reserves declared for the Kruidfontein Project at December 31, 2021.

Mineral Resources (Exclusive of Mineral Reserves)

Resource Area

Percent Attributable to SPM

Tonnage (Mt)

PGM Grade (g/t)

Contained PGM

Base Metal Grade (%)

Contained Cu + Ni (kt)

4E

6E

(4E Moz)

(6E Moz)

Ni

Cu

Inferred Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Merensky

​

100%

​

58.4

​

8.12

​

8.91

​

15.2

​

16.7

​

0.239

​

0.078

​

185.0

UG2

​

100%

​

90.4

​

5.52

​

6.76

​

16.0

​

19.6

​

0.064

​

0.003

​

60.2

Total Inferred Mineral Resources

​

​

​

148.8

​

6.54

​

7.60

​

31.2

​

36.3

​

0.132

​

0.032

​

245.2

Notes:

(1)

Mineral Resources are not Mineral Reserves and do not meet the threshold for reserve modifying factors, such as estimated economic viability, that would allow conversion to Mineral Reserves. There is no certainty that any part of the Mineral Resources will be converted into Mineral Reserves.

(2)

The in-situ Mineral Resources are reported exclusive of any Mineral Reserves that may be derived from them. There are no Mineral Reserves declared for the Kruidfontein Project.

(3)

1 troy ounce = 31.1034768 g.

(4)

There are no UG2 Mineral Resources below the determined 4E cut-off grade of 2.97 g/t.

(5)

Strict application of the PUP 4E cut-off grade of 4.85 g/t will result in the exclusion of less than 1% of the PUP Mineral Resources.

(6)

The cut-off grades are based on 4E basket prices of US$2,982/oz and US$2,206/oz and plant recovery factors of 75% and 79% for the UG2 and PUP respectively.

(7)

Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.

For additional information regarding our projects, see “Description of Projects.”

Property values

The table below sets for the book value of our mineral rights and associated property, plant and equipment for each of our properties as of the dates indicated:

142

​	As of December 31,
​	2021				2020
​	Mineral right		Associated property, plant and equipment		Mineral right		Associated property, plant and equipment
​	(in US$ thousands)
PPM (West Pit)	​	91,863	​	92,625	​	100,094	​	92,498
Sedibelo (East Pit and Central Decline) (East Decline shared with Magazynskraal)	​	325,033	​	—	​	353,106	​	—
Magazynskraal (East Decline shared with Sedibelo)	​	242,695	​	—	​	264,441	​	—
Mphahlele	​	10,331	​	—	​	11,257	​	—
Kruidfontein	​	21,390	​	—	​	23,307	​	—
Total	​	691,313	​	92,625	​	752,204	​	92,498

Production and sales

The table below sets forth our certain measures of our operational performance for the periods indicated.

​	For the Year Ended December 31,
	2021		2020		2019
Reef delivered to the ROM pad (tonnes)(1)	​	2,255,720	​	3,952,626	​	4,121,807
Reef processed (tonnes)(2)	​	3,114,647	​	3,414,661	​	3,870,515
Reef milled (tonnes)(3)	​	2,978,319	​	3,089,285	​	3,517,579
Average milled head grade (g/t)	​	1.42	​	1.79	​	1.57
Average recovery rate (%)	​	72	​	71	​	70
Average recovered grade (g/t)	​	1.01	​	1.29	​	1.11
4E dispatched and sold (ounces):	​	​	​	​	​	​
Platinum	​	62,534	​	82,110	​	81,825
Palladium	​	26,042	​	34,099	​	33,217
Rhodium	​	6,514	​	9,798	​	10,017
Gold	​	2,551	​	2,747	​	2,257
Total 4E dispatched and sold	​	97,641	​	128,754	​	127,316

(1)

“Reef delivered to the ROM pad” means the total reef tonnes including dilution mined from a series of benches in the open pit.

(2)

“Reef processed” means the reef tonnes mined that either upgraded using the Dense-Medium Separator (DMS) plant and/or milled. The total tonnes processed equal the tonnes mined, adjusted for unprocessed ore inventory.

(3)

“Reef milled” means upgraded and mined reef tonnes milled.

Material agreements

Impala Offtake Agreement

Substantially all of our reported revenues are derived from the Impala Offtake Agreement.

On August 23, 2018, PPM and Impala entered into the Impala Offtake Agreement for a three-year term (effective from May 22, 2019), pursuant to which PPM has agreed to sell and deliver to Impala for treatment and processing, on an exclusive basis, a specified minimum quantity of 6Es and base metals (nickel

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and copper) in concentrate as derived from all ore mined at the Pilanesberg Platinum Mine and all concentrate produced at the Pilanesberg Platinum Mine to which PPM shall have title or shall be the owner. The parties have agreed that Impala will be responsible for the smelting and refining of the concentrate delivered to it, on the basis that: (i) the fee payable for the smelting and refining of the concentrate is determined in accordance with a predetermined formula; and (ii) PPM is liable to pay such fee to Impala. The price paid by Impala for the 6Es and base metals extracted from the concentrate is determined in accordance with a predetermined formula, linked to index prices, taking into consideration the quality of the 6Es and base metals extracted from the flotation concentrate, less the aforementioned smelting and refining fee referred herein.

Unless it is extended by commercial agreement between the parties, the Impala Offtake Agreement is set to terminate on May 21, 2022. However, in the event that PPM does not deliver the specified minimum quantity of 6Es and base metals (nickel and copper) as stipulated in the Impala Offtake Agreement by May 21, 2022, Impala shall have the sole and absolute discretion to extend the Impala Offtake Agreement and require that PPM deliver the specified minimum quantity to Impala. We expect that PPM will not meet the minimum quantity obligation originally envisioned by May 21, 2022 and that Impala will choose to extend the Impala Offtake Agreement and require that PPM continue to deliver under and in terms of the Impala Offtake Agreement so as to meet its minimum delivery obligations. Final delivery under the Impala Offtake Agreement is expected to occur around the end of 2022, which is before the scheduled delivery date of the Kell Processing Plant.

Until such time as the Kell Processing Plant is operational, we will need to enter into an alternative smelting and marketing arrangement in respect of our concentrate. There is no assurance that we and Impala will agree to mutually acceptable terms to renew the Impala Offtake Agreement, or at all. In addition, it may be challenging to locate a replacement offtaker in time in the event that the Impala Offtake Agreement is not extended, and changing our smelting and marketing counterparty may be disruptive and involve costs. Although we have begun negotiating with Trafigura to bridge the period between the end of the Impala Offtake Agreement and the commissioning of the Kell Processing Plant, we cannot guarantee that we will enter into a definitive offtake agreement with Trafigura. For additional information about the proposed Trafigura term sheet, see “— Trafigura term sheet.” Any failure to extend the term of the Impala Offtake Agreement or enter into an offtake agreement with a new offtaker may have a material adverse effect on our business, results of operations, financial condition and prospects. For more information, see “Risk Factors — Risks related to our business and our industry — We rely on a single third-party smelter, refiner and offtaker of the Pilanesberg Platinum Mine’s concentrate.”

Trafigura term sheet

We are negotiating with Trafigura certain commercial offtake terms in respect of the PGM concentrate to be produced by PPM.

The buyer of 100% of the PGM concentrate produced by us will be Heron Metals Proprietary Limited (the “Buyer”), a subsidiary of Trafigura. The Buyer’s obligations under the Trafigura Offtake will be guaranteed by Trafigura.

The duration of the Trafigura offtake is anticipated to be five years from the termination of the Impala agreement or until the Kell Processing Plant reaches commercial production, whichever is the earlier. A condition of the Trafigura offtake will be that Trafigura will undertake the marketing of the Kell production. Prior to expiry, volumes under the Trafigura offtake will also reduce as the Kell Processing Plant ramps up and concentrate deliveries to that plant from PPM commence.

The Buyer shall pay to PPM set payable percentages of the contained 4E metal value in the concentrate on a sliding scale dependent on the combined 4E grade (in g/t) in the concentrate. The Buyer shall pay a set payable percentage of the contained Ir and Ru in the concentrate if the combined grade of the iridium and ruthenium is >10 g/t in concentrate. The Buyer shall pay a fixed payable percentage of the contained nickel and copper content in the concentrate.

Payment due to PPM for the payable metals will be made in two tranches, one (90% of value) relative to the date of concentrate delivery (the “provisional payment”), with the balance (as the final payment) paid

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upon receipt of final assays, weights and prices. A financing charge (linked to the JIBAR) will be payable on the provisional payment. The price payable will be subject to deductions for treatment charges.

Deliveries will be made “Delivered at Place” to the Buyer’s nominated receiving smelter located in South Africa within 450 km of the Pilanesberg Platinum Mine.

Title in the contained PGM and base metals in the concentrate shall pass to the Buyer once PPM has received the provisional payment. Risk in the concentrate passes to the Buyer once the concentrate is delivered to receiving premises as determined by the Buyer.

Penalties:

•

No penalty will be payable if the Cr2O3 content is <2.5% of the concentrate. If the Cr2O3 content of the concentrate exceeds 3%, the Buyer will have the option to refuse that concentrate delivery or impose a penalty (in USD/t) of contained chromite Cr2O3 on a sliding scale;

•

If the weighted monthly average 4E combined grade of concentrate is <80 g/t, the Buyer shall be entitled to refuse that concentrate delivery.

Treatment charges will be set at a fixed rate per dry tonne of concentrate (in ZAR/t) treated until January 2024, after which a new treatment rate will apply with further increases annually thereafter.

The payabilities, penalties and toll-treatment costs will be largely in line with those in the Impala Offtake Agreement, which we believe to be typical of the PGM industry in South Africa.

We cannot guarantee that we will enter into a definitive offtake agreement with Trafigura. Any failure to extend the term of the Impala Offtake Agreement or enter into an offtake agreement with a new offtaker may have a material adverse effect on our business, results of operations, financial condition and prospects. For more information, see “Risk Factors — Risks related to our business and our industry — We rely on a single third-party smelter, refiner and offtaker of the Pilanesberg Platinum Mine’s concentrate.”

In addition, the economic evaluation for the Mphahlele Project assumes that: (1) the market-related refining and smelting terms offered by Trafigura for toll-treating of PGM concentrate from the P-S-M Project until the end of 2027 will be realizable for the Mphahlele Project; and (2) these refining and smelting terms will be realisable for the LoM of the Mphahlele Project. We cannot guarantee that we will enter into a definitive offtake agreement relating to the Mphahlele concentrate on the same terms as the Trafigura term sheet, which could have a material adverse effect on our business, results of operations, financial condition and prospects. See “Risk Factors — Risks related to our business and our industry — The development of any of our mineral projects into commercially viable mines cannot be assured.” However, we believe that in the event that we are not able to enter into a definitive offtake agreement relating to the Mphahlele concentrate on the same terms as the Trafigura term sheet, there is sufficient smelting and refining capacity in South Africa that treatment of the PGM concentrate produced by Mphahlele should still be possible.

Investment in Kelltech

Associates are entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. Joint ventures are arrangements in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.

We hold through a wholly-owned subsidiary Orkid a 50% interest in Mauritius-incorporated Kelltech. The remaining 50% interest in Kelltech is held by Lifezone, the developer and exclusive owner of the patent for the Kell Process Technology. Mr. Keith Liddell, Executive Chairman of Lifezone, serves as a non-executive director on our board of directors.

Kelltech holds a 66.66% interest in KTSA, a South African company, with the remaining 33.33% interest being held by IDC, a South African national development finance institution. KTSA holds a 100% interest of Kellplant, a South African company that is set up to own and operate the Kell Processing Plant that processes PGM minerals applying Kell Process Technology.

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Kell Process Technology provides a lower-carbon hydrometallurgical process alternative for smelting and refining of PGM concentrates. The process consists of three key stages: (i) pressure oxidation to leach base metal sulphides; (ii) thermal treatment of the sulphate leach residue to condition the PGM minerals; and (iii) atmospheric leaching of the precious metals in chloride media.

Compared with traditional smelting process, Kell Process Technology requires less energy and has lower CO2 emissions, and is not sensitive to the typical impurities in the feed that impact traditional smelters negatively. The technology treats low grade concentrates as efficiently as high-grade concentrates, and recovers both base and precious metals into separate product streams. The final products from the base metals flow sheet are copper cathode and nickel/cobalt sulphide concentrate, and the final product in the PGM circuit is a high grade mixed platinum group metal matte product.

A definitive feasibility study evaluating the use of the Kell Process Technology on our concentrate was undertaken by Simulus Engineers in Australia in 2013. Based on a concentrate feed rate of 110 ktpa, the study demonstrated positive economics from a robust process. Extended pilot plant trials were undertaken between 2014 and 2016. The pilot plant was able to repeat the results achieved in the previous laboratory tests.

A 110 ktpa capacity Kell Processing Plant is planned for construction on the Pilanesberg Platinum Mine site. Concentrate will be supplied to this plant from the Western Limb operations (open pit and underground). Construction of the Kell Processing Plant will take an estimated 24 months and will commence after financing arrangements are concluded. Detailed design and engineering work for the plant commenced in July 2021.

Development expenditures for the Kell Processing Plant are estimated in the P-S-M Report at approximately R1.70 billion (excluding contingency and on a 100% cost basis), funding for which is expected to be divided approximately equally between debt and equity financing. SPM’s share of the total project cost is estimated at R708 million, which represents SPM’s 41.67% share of the total capital requirement, comprising 50% of the project debt funding (with the balance carried by the IDC) and 33.3% of the project equity funding (with the balance divided equally between Lifezone and the IDC). SPM’s funding requirement for the Kell Processing Plant is expected to be met with cash from our balance sheet or debt facilities.

Once fully developed, our intention is to process all of our PGM concentrate from our P-S-M Project through the Kell Processing Plant, as outlined in our P-S-M Technical Report Summary. Kelltech intends to process concentrate produced by our mining operations as well as by third-party mining operations. We expect that our concentrate production will represent approximately 50% of the Kell Processing Plant’s run-rate metal production capacity.

We account for our interest in Kelltech as a joint venture through the equity method of accounting due to the nature of the joint arrangement. For the years ended December 31, 2021, 2020, and 2019, our share of loss in Kelltech was US$0.8 million, US$1.1 million and US$1.5 million, respectively. For more information, see note 24.3 to our audited annual consolidated financial statements included elsewhere in this prospectus. See also “Related Party Transactions — Kell agreements.”

Intellectual property and technology

Our business and our ability to compete effectively depend on our ability to obtain, maintain, protect and enforce our intellectual property rights, confidential information and know-how.

We are a party to licensing arrangements authorizing us to use proprietary processes, know-how, related technology and intellectual property rights. For example, the patent for the Kell Process Technology is exclusively owned by Lifezone, which has granted to Kelltech an exclusive license to use Kell Process Technology within specific territories in Africa, including South Africa, and a non-exclusive license to sell the products produced by the Kell Process Technology. Kelltech has the right to sublicense Kell Process Technology within specific territories in Africa and has entered into a sublicense agreement with KTSA on substantially the same terms. In addition, KTSA entered into a sublicense agreement with Kellplant to sublicense the right to use Kell Process Technology on a non-exclusive basis within South Africa. Pursuant to such sublicense agreement, Kellplant may not further sublicense Kell Process Technology. Pursuant to all such license agreements, royalties are payable to licensors according to the terms of these licensing

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agreements. If we fail to comply with any of the obligations under our license agreements, we may be required to pay damages and the licensor may have the right to terminate the license. Termination by the licensor would cause us to lose valuable rights, and could prevent us from selling our products and services, or inhibit our ability to commercialize future products and services. Our business would suffer if any current or future licenses terminate, if the licensors fail to abide by the terms of the license, if the licensors fail to enforce licensed patents against infringing third parties, if the licensed intellectual property rights are found to be invalid or unenforceable, or if we are unable to enter into necessary licenses on acceptable terms. For additional information regarding the Kell licensing agreements, see “Related Party Transactions — Kell agreements — Licensing arrangements.” as well as “Risk Factors — Risks related to our business and our industry — If we fail to comply with our obligations under license or technology agreements with third parties, we may be required to pay damages and we could lose license rights that are critical to our business.”

For additional information about how intellectual property protection affects our business, see “Risk Factors — Risks related to our business and our industry — We may not be successful in obtaining, maintaining, enforcing, defending and protecting our intellectual property or other proprietary rights, including our unpatented proprietary knowledge and trade secrets, or in avoiding claims that we infringed, misappropriated or otherwise violated the intellectual property rights of others” and “— If we fail to comply with our obligations under license or technology agreements with third parties, we may be required to pay damages and we could lose license rights that are critical to our business.”

Competition

Our existing operations and development projects are located within the Bushveld Complex. The Bushveld Complex is a well-established producing region for PGM, which according to CRU contained approximately 91% of the world’s PGM-bearing ore in 2020 and represented 70%, 34%, and 78% of global platinum, palladium and rhodium production in 2020, respectively. The next two biggest producers are Russia and Zimbabwe which host 6% and 2%, respectively, of the world’s PGM bearing ore. In South Africa, PGM production is concentrated amongst Anglo American Platinum Limited, Impala Platinum Holdings Limited, Sibanye-Stillwater and Northam Platinum Ltd who together represent 82% of South Africa’s total platinum production in 2020. In Russia, PGM production is concentrated and almost entirely produced by Norilsk Nickel.

Seasonality

The PGM market does not demonstrate seasonality effects. However, production, in general, is negatively affected in the summer months, with high rainfall and inclement weather conditions affecting mining in an open pit environment.

Employees

As of December 31, 2021, all of our employees were based in South Africa.

The table below breaks down our permanent employees by function as of the dates indicated:

Function	As of December 31,
	2021				2020				2019
	Number of Employees		% of Total		Number of Employees		% of Total		Number of Employees		% of Total
Management	​	11	​	2%	​	9	​	2%	​	9	​	2%
General and Administrative	​	152	​	23%	​	116	​	20%	​	115	​	20%
Mining	​	39	​	6%	​	61	​	11%	​	58	​	10%
Mining Technical Services	​	73	​	11%	​	31	​	5%	​	29	​	5%
Plant	​	327	​	49%	​	298	​	52%	​	303	​	53%
Laboratory	​	53	​	8%	​	49	​	9%	​	48	​	8%
Exploration	​	7	​	1%	​	5	​	1%	​	6	​	1%
Total	​	662	​	100%	​	569	​	100%	​	568	​	100%

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Many of our employees in South Africa are affiliated with trade unions including the National Union of Mineworkers. We believe we have a constructive relationship with these unions, and we have not experienced significant strike actions in the recent past. However, there can be no guarantees that future wage negotiations (scheduled for 2022) will not be accompanied by strikes, work stoppages or other disruptions. For more information, see “Risk Factors — Risks related to legal, regulatory and compliance Matters — Our operations and profits have been and may be adversely affected by labor unrest and union activity.”

We strive for zero harm to employees. PPM has recorded 6.5 million fatality-free shifts as of December 31, 2021 over a 12-year period. Notably, the concentrator operation achieved 1,702 days without any lost time injury at December 31, 2021. In addition, since 2016, PPM has managed to reduce the lost time injury frequency rate significantly.

Legal proceedings

We are, and may be, from time to time, involved in disputes that arise in the ordinary course of our business. Any claims against us, whether meritorious or not, can be time-consuming, result in costly litigation, require significant management time and result in the diversion of significant operational resources. As of December 31, 2021, we determined that the risk of loss with respect to all of our legal proceedings was less than probable. Therefore, as of December 31, 2021, we did not record provisions in our audited annual consolidated financial statements in connection with legal proceedings.

Set forth below is a summary of the material legal proceedings to which the Company and its subsidiaries are parties. As of April 19, 2022, we had no litigation or legal proceedings in Guernsey.

Diesel tax dispute

PPM is currently engaged in a dispute with the South African Revenue Service (“SARS”) against SARS’ decision to disallow PPM’s diesel refund claims totalling R374.1 million for the April 2008 to March 2018 tax periods. PPM instituted an application in the High Court of South Africa on October 12, 2015. The application constitutes an appeal in terms of section 47(9)(e) of the Customs and Excise Act 91 of 1964 (the “Act”) against the tariff determinations made by SARS in its letter of demand and notice of intention to assess diesel refunds as contemplated in section 47(9)(a)(i)(bb) of the Act.

The main issue in dispute relates to the interpretation of Note 6 to Schedule 6, Part 3 of the Act, for purposes of determining whether or not PPM qualifies for the refund of fuel levies paid on diesel used in its mining activities.

PPM disputes the correctness of the determination by SARS and contends that it qualifies for the diesel refunds concerned. The crux of the dispute lies in determining whether the diesel concerned is purchased by PPM for (i) use and (ii) used for the purposes specified in, and subject to compliance with Note 6 to Schedule 6, Part 3 of the Act as provided for in rebate item 670.04. SARS alleges that PPM had been claiming diesel refunds on the basis of diesel purchased instead of eligible usage as required in terms of section 75(1A) of the Act. Furthermore PPM contracted 13 contractors to provide various mining services for the period April 2008 to August 2011. SARS alleges that the contractors were contracted on a “wet basis” and not a “dry basis,” therefore PPM was not entitled to claim the diesel refunds. Consequently, SARS argues that PPM is outside the scope of the requirements of section 75, read together with Note 6 to Part 3 of the Schedule 6 of the Act, which allows for the refund of levies for diesel purchased and used in primary activities in mining, under rebate item 670.04.

Should SARS successfully defend the application and the High Court rules in favor of SARS, PPM would be liable to pay SARS an amount of R62.0 million (for the diesel refund claims allowed by SARS), as this comprises diesel refunds paid by SARS to PPM. The application was provisionally set down to be heard before the High Court in the first quarter of 2022. However, due to SARS issuing a new letter of demand covering the periods (September 2011 to March 2018), which periods fall outside the ambit of the papers which have been exchanged thus far, the pleadings have to be supplemented. Therefore, the parties have agreed to move for a postponement of the matter. A virtual meeting was held with the assign Judge on February 21, 2022, and it was agreed that the parties will approach the registrar for a meeting to determine new dates for the hearing of the application.

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Lesetlheng settlement and relocation agreements

Settlement agreement

On November 30, 2019, PPM, IBMR, the Lesetlheng Land Committee, the Lesetlheng Community and Lawyers for Human Rights’ Clients entered into a settlement agreement (the “Lesetlheng Settlement Agreement”), pursuant to which the parties reached agreement on the compensation payable to the Lesetlheng Community for loss of use of the Wilgespruit farm, in exchange for which the Lesetlheng Community agreed to provide PPM and IMBR unhindered access to the Wilgespruit farm. Pursuant to the Lesetlheng Settlement Agreement, the parties agreed that the Lesetlheng Community will be required to relocate their farming activities, which relocation would be facilitated by an agreed program of relocation compiled by the parties. The compensation payable for the use of the Wilgespruit farm is: (i) an amount equal to R2.2 million, being a retrospective rental payment for the historical use of portion 1 of the Wilgespruit farm from 2012 to November 30, 2019, which amount is expected to be paid when the arbitration proceedings between the community members who are parties to the Settlement Agreement have been finalized; (ii) an amount equal to approximately R720 thousand, being the annual rental amount to be payable with effect from the commencement date of mining operations with respect to the East Pit, the first payment of which will be made when the arbitration proceedings between the community members who are parties to the Settlement Agreement have been finalized; (iii) a contribution by PPM of R20 million for the procurement of alternative farming land that will be utilized by the Lesetlheng Community, which amount has already been contributed through the purchase of three farms; and (iv) a contribution by PPM of an amount of R20.0 million for the displacement and re-establishment allowance for the Lesetlheng Community. In addition to the foregoing payments, PPM has agreed to contribute a total amount of R15.0 million to a local economic development trust established for the benefit of the Lesetlheng Community, which amount is expected to be paid when the arbitration proceedings between the community members who are parties to the Settlement Agreement have been finalized.

Relocation agreements

During November 2020, PPM and IBMR entered into relocation agreements (the “Relocation Agreements”) with 33 of the 34 farmers who occupied a portion of the area covered by the mining right held IBMR over the Wilgespruit farm in order to give effect to the Lesetlheng Settlement Agreement. We expect that the signatures with respect to the remaining farmer is forthcoming. Pursuant to the Relocation Agreements, the parties have agreed that the farmers will temporarily be relocated to the remainder of the Wilgespruit farm not currently required for mining purposes, and in time access and relocate to additional substituted farming land to be acquired from the proceeds of the settlement as envisaged in the Lesetlheng Settlement Agreement. In addition, PPM and IBMR have agreed to pay each such farmer a once-off payment of R35 thousand. Substantially all of the farmers that have entered into a Relocation Agreement have been relocated to an alternate farming area.

Environmental, social and governance matters

We are committed to operating our business and engaging with our community in line with industry best-practice ESG principles, which include plans to: (1) align our business with the United Nations Sustainable Development Goals; (2) prepare our annual sustainability reports in accordance with the Global Reporting Initiative Standards, which assist companies in communicating and disclosing their impacts on inter alia environmental issues, human rights and corruption; (3) register to participate in voluntary disclosure programs, such as the Church of England Tailings Disclosure Programme; (4) strengthen our environmental management at our operations to comply with the IFC Performance Standards on Environmental and Social Sustainability; and (5) procure a dedicated supply of renewable energy for our operations. To this end we appointed a Chief ESG Officer effective December 1, 2021. Our Chief ESG Officer, Lael Bethlehem, has extensive experience of working in various ESG related fields including renewable energy, affordable housing, development finance, labor and economic development. She also served on our board of directors from 2015 to 2021.

We are also committed to detailed ESG disclosure and reporting. We expect to publish our first ESG report in the second quarter of 2022, which will include disclosures in relation to various indices, notably

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the Global Reporting Initiative Standards and the United Nations Sustainability Development Goals. From 2023 we also plan to include a larger series of disclosures including the disclosure standards promulgated by the Sustainability Accounting Standards Board (SASB) and the Task Force on Climate-related Financial Disclosures (TCFD).

Our ESG program can be summarized as follows:

Environmental

Sedibelo was a seed investor in the Kell Process Technology and has provided funding and logistical support to Kell for about a decade. This has enabled the Kell Process Technology to be extensively tested and further developed. We believe that the technology is now ready for implementation and our board of directors has made a decision to proceed with the building of the Kell Processing Plant, which will be the first of its kind at commercial scale. We believe the Kell Process Technology will deliver an improved environmental footprint for our industry given lower energy consumption and reduced greenhouse gas emissions compared to the traditional smelting process.

We have also embarked on a series of projects to provide renewable energy to the Pilanesberg Platinum Mine. For example, in July 2021, following changes in government policy which allowed companies to procure up to 100MW of renewable power, PPM released a Request for Proposals from energy companies to supply renewable energy to the mine. In March 2022, PPM signed a Memorandum of Understanding with a consortium of Sturdee Energy Southern Africa (Pty) Ltd and juwi Renewable Energies Pty Ltd to supply a total of 75MW of solar and wind energy through the following projects:

•

A combination of solar PV and wind systems to power the 40MW mine load via a wheeling arrangement from two separate sites. The solar site is located in Limpopo Province and the wind site in the Western Cape Province. This project is planned to commence construction in 2022 and to supply energy starting in 2024. We expect this will supply sufficient renewable energy to meet the needs of our existing operations (mainly the processing plant) as well as the Kell Processing Plant. This project is subject to the conclusion of a Power Purchase Agreement, which is currently being negotiated and is expected to be concluded by end June 2022.

•

The development and construction of a 35MW solar plant at or adjacent to the mine for the direct provision of power to meet the mine’s growing energy needs, including to supply energy to the new underground operations in 2026. This project is designed to meet the additional energy needs associated with the underground mine. This project is subject to the signing of a Power Purchase Agreement, which will be negotiated in the second half of 2022.

The projects are expected to supply approximately 65% of the Pilanesberg Platinum Mine’s aggregate energy requirements over a 24-hour cycle, thereby reducing the mine’s Scope 2 carbon emissions by replacing a significant portion of grid energy, which in South Africa is largely coal-based, with renewable energy sources. We also expect the projects to reduce our energy costs significantly. The second project will also provide greater security of supply.

These energy initiatives are part of a broader environmental program driven by the Pilanesberg Platinum Mine’s on-site environmental team. This team has extensive experience in managing the mine’s various environmental impacts including water consumption and treatment, impact on biodiversity and the management of waste including the mine’s tailing facility.

Social

We have enjoyed a significant community ownership from our inception. The Bakgatla-Ba-Kgafela Tribal Authority has a 25.7% direct shareholding in the Company, which not only meets South African corporate governance requirements for Black Economic Empowerment, but serves to cement our place in the local community. The community also benefits in other ways from our activities including:

•

Employment — Approximately 64% of our workforce as of December 31, 2021 are drawn from the local area.

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•

Local procurement — Currently 13% of the Pilanesberg Platinum Mine’s discretionary procurement is spent in the area covered by the Moses Kotane Local Municipality and the Bojanala District, and this figure is expected to grow steadily. Discretionary procurement excludes utilities and other items which are not subject to market.

•

Social and Labor Plans — We spend 5% of our payroll on human resources development projects benefitting both our own employees as well as the local community. We also invest substantial resources on social projects such as our Mine Community Development projects and in March 2022, our board of directors approved a proposed commitment to spend a minimum of 4% of the previous year’s profit after tax on the Mine Community Development element of our Social and Labor Plans.

In relation to the management of labor, the company has a long history of positive employee relations and an excellent safety record. We have significantly improved our safety performance since 2011 through stringent controls and procedures with no major reportable incidents for over three years. Since 2011, we have recorded more than six million fatality-free shifts and have implemented extensive safety systems.

Governance

The Company will be considered a “foreign private issuer” under U.S. securities laws and NYSE listing rules. NYSE listing rules include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards of NYSE. Despite these accommodations, upon completion of this offering, we intend to follow the rules generally applicable to U.S. domestic companies listed on the NYSE, subject to certain exceptions. In particular, a majority of our board of directors will be considered “independent” as defined under NYSE listing rules. For more information, see “Management — Foreign private issuer status.”

We have also formed or are in the process of forming board committees beyond those required under Guernsey law. In addition to maintaining an audit committee consisting of at least three independent directors under NYSE listing rules, prior to the completion of this offering, we expect to establish the following committees: (1) a remuneration committee composed entirely of independent directors; (2) a nominating and corporate governance committee composed entirely of independent directors; (3) a safety, health, environment and quality committee; (4) a social, ethics and sustainability committee; and (5) a technical and projects committee. For more information, see “Management — Board committees.”

In addition, in preparation for this offering, we have also put policies and systems in place to promote ethical conduct and mitigate against a variety of risks, including an ethics policy and code of conduct, an anti-bribery and corruption policy and a safe reporting policy.

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DESCRIPTION OF PROJECTS

Certain information that follows relating to our projects is derived from, and in some instances is an extract from, the Technical Report Summaries prepared in compliance with the SEC’s Modernization of Property Disclosures for Mining Registrants. Portions of the following information are based upon assumptions, qualifications and procedures that are not fully described herein. Reference should be made to the full text of the Technical Report Summaries, which are included as exhibits to the registration statement of which this prospectus forms a part.

P-S-M Project

Overview

The P-S-M Project encompasses all of our existing and planned mining activities on the Western Limb of the Bushveld Complex in South Africa, excluding the Kruidfontein Project. The P-S-M Project envisages the integrated production from the existing and operational Pilanesberg Platinum Mine (West Pit) with planned production from the East Pit by end of 2021, and from our underground mine project that will access the Central Underground Block and East Underground Block, within the contiguous Tuschenkomst, Wilgespruit and Magazynskraal farms. We plan to access the two underground mining blocks through two decline shafts located respectively east of the West Pit highwall and on the Wilgespruit farm. The P-S-M Project relies on the existing infrastructure and concentrators at the West Pit, supplemented by additional surface infrastructure to support the planned underground operations. The West Pit, which is operated by PPM, is located approximately160 km northwest of Johannesburg and approximately 66 km north of Rustenburg. The P-S-M Project is situated within the boundaries of the Moses Kotane Municipality along the northern edge of the Pilanesberg Alkaline Complex in the North West Province of South Africa. The moderate climate means that exploration and mining operations can be undertaken throughout the year, with no extraordinary measures anticipated.

The following map illustrates the P-S-M Project mining rights and the areas that they cover (also showing Kruidfontein):

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Mining assets

The following map illustrates the components of our P-S-M Project:

Pilanesberg Platinum Mine (West Pit)

The Pilanesberg Platinum Mine is our primary operating asset. It is located primarily on the Tuschenkomst farm. The Pilanesberg Platinum Mine consists of:

•

the opencast West Pit on the Tuschenkomst farm, which commenced production in March 2008;

•

a PGM concentrator, adjacent to the West Pit; and

•

a chromite removal plant, adjacent to the West Pit.

We supervise the load and haul contractor and contractors specializing in drilling, blasting and ROM ore preparation and manage the PGM concentrator and chromite plant. Our principal focus is to maximize profitable metal output from the concentrator.

East Pit

The East Pit is an opencast PGM mine that we are developing on the Sedibelo Central region of the Wilgespruit farm. Production activities at the East Pit commenced in the first quarter of 2022 pursuant to being granted unfettered access to the land.

Underground mine

We plan to develop a shallow underground mine that will access the Central Underground Block (located in the Sedibelo Central Region) and East Underground Block (located in the Sedibelo East and Magazynskraal regions), We plan to access the two underground mining blocks through two decline shafts located respectively east of the West Pit highwall and on the Wilgespruit farm (see diagram above).

The East Underground Block, which has the least structural complexity and quicker access to ore, will be mined first. This will allow for lower initial capital requirements and quicker realization of cash flows by

153

mining the higher-grade orebody first. Our existing concentrator plant will be used to process the reef. This will require minimal reconfiguration of the concentrator plant and will significantly reduce the capital requirements and project timeline.

We have selected Worley as the EPCM contractor to build the portal and portal infrastructure for the East Underground Block. Worley has been issued with a letter of intent to enable them to start work on design and implementation of the East Portal while contract negotiations take place. We expect that the contract negotiations will be concluded by the end of March 2022, after which Worley will be appointed.

The first phase of the mining contractor selection process has been concluded, with two contractors selected for further capability discussions based on their tender submissions. Once the mining contractor has been selected, the contract negotiations will start. The mining contractor will also be issued with a letter of intent to enable them to start the mobilization process with the recruitment and training of their workforce. The mining contractor will be required to start work by the beginning of July 2022.

Location

The co-ordinates for the P-S-M Project, taken as the center of the current eastern highwall of the West Pit, are shown in the following table:

Projection: TM (WGS System) Ellipsoid: WGS 1984 LO 27 East
WGS27 Co-ordinates		Geographical Co-ordinates
Y	X	Latitude	Longitude
-1 050.132	+2 777 366.661	25º06’07.64”S	27º00’37.48”E

Ownership

We hold 100% of the mineral rights to the P-S-M Project.

Mineral rights

The following table summarizes certain information regarding the P-S-M Project’s mineral rights and properties:

154

Asset	Mineral Rights and Properties	Minerals Included in NOMR/​ NOPR	Holder of Mineral Rights	Interest Held	Status	License Expiration Date	License Area (ha)	Comments
PPM (West Pit)	NOMR NW30/5/1/2/2/32OMR: Ptn 3 of the farm Rooderand 46JQ	PGMs, Au, Cu, Ni, Co, Cr and associated minerals	PPM	100%	Production	02/2038	5,453.7380	NOMR executed on February 14, 2008. Registered in the Mineral and Petroleum Titles Registration Office (MPTRO) Pretoria on 24 June 2008. Chrome rights on Tuschenkomst were included via a Section 102 approval in July 2015.
	RE of Ptn 1, Ptns 2, 3,4,6,9.13 and 15 of the farm Ruighoek 169JP (Ptns 10,11,12,14 excluded)	All minerals excluding Cr
	The farm Tuschenkomst 135JP	PGMs, Au, Cu, Ni, Co, and associated minerals, and Cr (Section 102)						SURFACE RIGHTS: Farms are state-owned land held in trust for the BBKT. Ruighoek surface rights are held by the Batlhako Ba-Leema Tribe and the State.
	Ptn 1 and RE of the farm Witkleifontein 136JP	All minerals
	Sedibelo West mining area (Section 102): A portion of the farm Wilgespruit 2JQ Ptn 1 of the farm Rooderand 46JQ	PGMs, Au, Cu, Ni, Co, Cr	PPM	100%	Production	02/2038	439.7830	Section 102 amendment to incorporate Sedibelo West properties. SURFACE RIGHTS: Farms are owned by the BBKT. IBMR has a registered lease agreement to access the farms.
Sedibelo (East Pit and Central Decline) (East Decline shared with Magazynskraal)	NOMR NW30/5/1/2/2/333MR: The farm Wilgespruit 2JQ A portion of the farm Legkraal 45JQ A portion of the farm Koedoesfontein 42JQ Ptn 1 of the farm Rooderand 46JQ	PGMs, Au, Cu, Ni, Co, Cr	PPM (IBMR)	100%	Development	06/2038	4,366.1270 (after transfer of Sedibelo West)	Section 11(2) transfer of controlling interest in IBMR to PPM and transfer of rights to PPM received on February 13, 2014. Boxcut and initial clearing for East Pit started, but work stopped. Section 102 application in terms of MPRDA to incorporate the two Magazynskraal NOPRs into the IBMR NOMR NW30/5/ ​ 1/2/2/333MR submitted in May 2017. SURFACE RIGHTS: Farms are owned by the BBKT. IBMR has a registered lease agreement to access the farms.

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Asset	Mineral Rights and Properties	Minerals Included in NOMR/​ NOPR	Holder of Mineral Rights	Interest Held	Status	License Expiration Date	License Area (ha)	Comments
Magazynskraal (East Decline shared with Sedibelo)	NOPR NW30/5/1/1/2/10723PR (PGMs) and NOPR NW30/5/1/1/2/10947PR (Au, Ag, base metals):	Pt, Pd, lr, Ru, Rh, Os Au, Ag, Cu, Ni, Co, Cr	Richtrau	100%	Development	06/2019 10/2018	2,801.6647	Renewed NOPRs were executed on 28 June 2016 and registered in MPTRO: Pretoria on August 26, 2016. Section 102 application in terms of MPRDA to incorporate the two NOPRs into the IBMR NOMR NW30/5/1/2/2/333MR submitted in May 2017.
	The farm Magazynskraal 3JQ Mining Right Application NW30/5/1/2/2/10029MR submitted in July 2012, granted by DMRE in 2016. Put on hold.	PGMs, Au, Ag, Cu, Ni, Co, Cr						SURFACE RIGHTS: Farm is state-owned land held in trust for the Bakgatla. Access agreement has been concluded.

Notes:

Ptn

portion

RE

remaining extent

Rem

remainder

For more information about the mineral rights associated with the P-S-M Project, see Section 2.3 of the P-S-M Technical Report Summary

Geology and mineralization

The Bushveld Complex of South Africa is the world’s largest repository of the PGMs in the world with an exposed surface area of some 67000 km2. The Bushveld Complex consists of a massive ultramafic-mafic layered intrusion and a suite of associated granitoid rocks intruded into the early Proterozoic Transvaal Basin within the north central Kaapvaal Craton. The ultramafic-mafic layered rocks collectively referred to as the Rustenburg Layered Suite (“RLS”) are in five “lobes,” namely the Western, Far Western, Eastern, Northern and Southern (Bethal) lobes. The magmatic layering of the RLS is remarkably consistent and can be correlated throughout most of the Bushveld Complex.

The RLS is divided into five major stratigraphic units, as follows:

•

The lowermost Marginal Zone ranges in thickness from several meters to several hundred meters and comprises a heterogeneous succession of generally unlayered basic rocks dominated by norites;

•

Ultramafic rocks dominate the Lower Zone. These vary in thickness with the thinnest units developed over structural highs in the basin floor;

•

The Critical Zone contains the economic PGM resources of the Bushveld Complex: the Lower Critical Zone, Upper Critical Zone and the chromitite layers which occur in three distinct groupings i.e. the Lower Group (LG), the Middle Group (MG) and the Upper Group (UG);

•

The Main Zone is the thickest unit within the RLS and comprises approximately half the RLS stratigraphic interval. It consists of gabbro-norites with some anorthosite and pyroxenite layering. Banding or layering is not as well developed as in the Critical and Lower Zones; and

•

The Upper Zone is dominated by gabbros with some banded anorthosite and magnetite. There is no chilled contact with the overlying rhyolite and granophyres of the Lebowa Granite Suite.

156

The two most economically significant PGM mineralized layers of the Bushveld Complex, namely the Merensky Reef and the UG2 Reef, are continuous over hundreds of kilometers. The reefs include varying proportions of PGMs as well as elevated concentrations of nickel, copper and cobalt as base metal sulfides.

The Western Limb of the Bushveld Complex is subdivided into two sectors separated by the younger Pilanesberg alkaline intrusive complex: the northern Swartklip sector and the southern Rustenburg sector. In the Swartklip sector where the P-S-M Project is located, the Upper Critical Zone stratigraphy between the UG2 Reef and Merensky Reef is significantly telescoped, ranging in thickness between 12 and 25 m, compared with a thickness of 120 m or more in other parts of the Bushveld Complex. In addition, the interval between the UG2 Reef and the Merensky Reef contains the PGM bearing Pseudo Reef Package, which is not encountered elsewhere in the Bushveld Complex.

For more information about the geology and mineralization of the P-S-M Project assets, see Section 5 of the P-S-M Technical Report Summary.

Status of exploration, development and operations

West Pit (Tuschenkomst) (Operational)

The Environmental Management Plan (“EMP”) for the Tuschenkomst farm (and surrounding farms of Rooderand, Witkleifontein and Ruighoek) was approved by the DMRE in February 2008 and a New Order Mining Right (“NOMR”) (NW30/5/1/2/2/320MR) was awarded.

Removal of overburden commenced in April 2008 with the first PGM concentrate dispatched in April 2009. The Sedibelo West mining area was incorporated into the PPM mining right in April 2012. Sedibelo West has since been mined out.

The West Pit commenced production in March 2008 and has operated continuously since then.

Sedibelo (Wilgespruit)

Anglo Platinum Limited conducted exploration on Wilgespruit between 1971 and 1999, completing more than 160 diamond drill holes and sinking an exploration shaft to a depth of 70 m to intersect the Merensky Reef. A 650 m long reef drive was developed along strike to establish the level of structural disturbance and test the grade variation.

Barrick Limited conducted exploration during 2004 and 2005 comprising soil sampling, aeromagnetic survey, seismic surveys, prospecting shaft investigations, exploration drilling and extraction of a bulk sample. Exploration comprising exploration/geotechnical drilling, metallurgical and studies continued from 2005 to 2008, with a NOMR (NW30/5/1/2/2/333MR) granted in June 2008. A section 102 application to incorporate the two New Order Prospecting Rights (“NOPRs”) of Magazynskraal into the Sedibelo NOMR (NW30/5/​1/2/2/333MR) was submitted in May 2017.

Magazynskraal

Rustenburg Platinum Mines (a subsidiary of Anglo Platinum Limited) conducted exploration drilling on Magazynskraal from 1994 to 2009, completing 31 diamond drill holes. Following grant of two NOPRs to Richtrau in July 2008, a further 108 diamond drill holes and twelve 2D seismic traverses were completed between 2009 and 2011. A pre-feasibility study for the Sedibelo East/Magazynskraal ore body was completed in October 2011.

A NOMR (NW30/5/1/2/2/10029MR) was granted in May 2016, but registration was put on hold.

A section 102 application to incorporate the two Magazynskraal NOPRs (as well as the Kruidfontein NOPR) into the Sedibelo NOMR (NW30/5/1/2/2/333MR) was submitted in May 2017. Completion of this section 102 process is dependent on a NOMR being granted for Kruidfontein, which in turn is dependent on a consolidated Environmental Management Programme Report (“EMPr”) for Wilgespruit, Magazynskraal and Kruidfontein being approved by the DMRE. The Environmental Impact Assessment (“EIA”) and EMP processes commenced in late 2020.

157

An integrated study for the combined exploitation of the West Pit, East Pit and the Central Underground Block (Wilgespruit) and East Underground Block (Wilgespruit and Magazynskraal) was completed in August 2020. While the engineering designs for the mining, surface infrastructure, underground infrastructure and ventilation were done to a feasibility study level of confidence, certain aspects do not satisfy the requirements of subpart 1300 of Regulation S-K for a feasibility study, as follows:

•

capital estimates for modifications and/or additions to the processing plants include contingencies that are >10% (not at feasibility study status);

•

permitting requirements are identified but not finalized (pre-feasibility status);

•

geotechnical drilling is still required at the boxcuts and along the decline spines for detailed design purposes (pre-feasibility study status);

•

geotechnical assessment is required for foundation designs at the West Portal (pre-feasibility study status);

•

reclamation and mitigation plans are detailed but not finalized (pre-feasibility status); and

•

Environmental impact studies for the Section 102 application which commenced in late 2020 are not finalized (not at feasibility study status).

There are no exploration activities required for the West Pit operations. Current exploration programs comprise the following:

•

East Pit:

•

Year 1 nine diamond drill holes with triple-tube drilling in shallower areas, total around 650 m, to target the silicate reefs.

•

East Underground Block:

•

Five diamond drill holes in 2023 for geotechnical investigations including wireline logging.

•

Sedibelo/Wilgespruit — resample of core for 6E PGM analyses

•

Central Underground Block:

•

Five Geotech diamond drill holes along the line of the portal and decline;

•

Around 16 diamond drill holes to extend the resources in the south and infill drilling as required in the current planned mining area;

•

Downhole geophysics included in 25% of holes (for geotechnical and structural information); and

•

This drilling is planned to take place from 2022 to 2026.

The consolidated exploration budget for 2022 to 2026 for the P-S-M Project is summarized in the following table (in millions of ZAR):

Property	Totals		2022		2023		2024		2025		2026
East Pit	​	4.6	​	4.6	​	—	​	—	​	—	​	—
East Underground Block	​	7.0	​	—	​	7.0	​	—	​	—	​	—
Sedibelo/Wilgespruit	​	15.0	​	7.3	​	7.3	​	0.4	​	—	​	—
Central Underground Block	​	91.8	​	13.9	​	22.3	​	13.8	​	22.6	​	19.2
Total	​	118.3	​	25.7	​	36.6	​	14.2	​	22.6	​	19.2

For more information about the exploration, development and operations of the P-S-M Project assets, see Sections 4, 6 and 22.1 of the P-S-M Technical Report Summary.

Mining methods, ore processing and infrastructure

Mining methods

The West Pit ore body is mined by conventional open pit methods using truck and shovel operations. The same mining method is planned for the East Pit. The mining sequence is driven by ROM annual targets

158

and the backfilling of waste to mined out areas within the open pit. The designs and scheduling of the open pit mining in the West and East Pits were conducted on a combined basis to sustain the current production levels of 230 ktpm of silicates and 67 ktpm of UG2 ore to the plant.

Only the UG2 Reef and the PUP Reef are of economic importance underground. The Central and East Underground Blocks will be accessed via two triple-barrel declines, one per block. The tenders for the construction of the East Portal have been adjudicated and the contract has been awarded to the selected company. Implementation of the preparation work (bush clearing) has commenced. Construction for the boxcuts for the Central Portal is scheduled to commence in January  2024. Conventional breast mining with off-reef access was selected as the mining method, due to the dip of the ore body (12° to 14°), the narrow channel width of UG2 Reef and PUP Reef and faulting on the reef plane. All footwall development is done using a trackless mechanized mining fleet. The East and Central Underground Blocks are designed to each produce 80 ktpm of ROM ore.

Underground infrastructure in both blocks consists of trucking to ore and waste silos, decline conventional conveyors, chairlifts, ventilation network and staged dewatering.

Ore processing

The 230 ktpm silicate and 67 ktpm UG2 concentrators are of conventional MF2 (mill-float-mill-float) design located at the West Pit operation. Once open pit operations cease, the larger Merensky (silicate) circuit will be reconfigured to handle an underground ore feed of 160 ktpm which comprises predominantly ore from the UG2 Reef.

A chrome recovery plant utilizing a two-stage reverse classifier circuit which is installed at the inter-stage position (between the primary and secondary circuits) produces metallurgical grade chromite of 40.0% to 42.0% Cr2O3 grade.

The tailings from the Merensky and UG2 circuits are combined and fed to a tailings scavenging plant. The tailings are disposed to a tailings storage facility.

The combined PGM concentrate is currently transported to Impala for toll-treating where the base metals and PGMs are extracted to final metal.

Kellplant, a wholly-owned subsidiary of KTSA, plans to construct the 110 ktpa capacity Kell Processing Plant in the Pilanesberg Platinum Mine complex to be able to treat all the concentrate from the Group’s operations with effect from 2024.

Infrastructure

The P-S-M Project adopts surface trucking of ore and waste until each underground block reaches steady state production, at which time surface Doppelmayr RopeCon® systems will be commissioned. These will convey ore across to the ROM ore tip for the PPM concentrators and waste to the waste deposition points in the available pits.

The existing tailings storage facility at PPM’s West Pit operation has sufficient capacity to handle the tailings generated by the P-S-M Project over the scheduled life-of-mine plan.

For more information about the mining methods, ore processing and infrastructure of the P-S-M Project, see Sections 12, 13 and 14 of the P-S-M Technical Report Summary.

Production

Historically, the West Pit has been our sole operating mine. However, production activities at the East Pit commenced in the first quarter of 2022 pursuant to being granted unfettered access to the land.

Due to the close proximity of the PGM bearing Merensky and Pseudo reefs (“the silicate package”) and the U2D package (containing the UG2 reef) in this part of the Bushveld Complex, both of these ore bodies are extracted in the West Pit. The silicate package is processed in the Merensky circuit of the concentrator, and the U2D package is routed through the Dense-Medium Separator (DMS) and then processed in the UG2

159

circuit. The concentrates from both reef packages are blended and sent to local smelters for further processing into refined metals in terms of the Impala Offtake Agreement.

Construction of a chromite removal plant commenced in January 2017. The extraction of chromite from the UG2 circuit is an additional revenue stream, and at a small incremental operational cost, is a positive contributor to operating results. The plant was commissioned in September 2017, and the first revenue was received in March 2018. Care is taken not to compromise PGM production in the process of improving the production of the by-product.

The table below sets forth our certain measures of our aggregate production for the periods indicated.

​	For the Year Ended December 31,
	2021		2020		2019
Reef delivered to the ROM pad (tonnes)(1)	​	2,255,720	​	3,952,626	​	4,121,807
Reef processed (tonnes)(2)	​	3,114,647	​	3,414,661	​	3,870,515
Reef milled (tonnes)(3)	​	2,978,319	​	3,089,285	​	3,517,579
Average milled head grade (g/t)	​	1.42	​	1.79	​	1.57
Average recovery rate (%)	​	72	​	71	​	70
Average recovered grade (g/t)	​	1.01	​	1.29	​	1.11
4E dispatched and sold (ounces):	​	​	​	​	​	​
Platinum	​	62,534	​	82,110	​	81,825
Palladium	​	26,042	​	34,099	​	33,217
Rhodium	​	6,514	​	9,798	​	10,017
Gold	​	2,551	​	2,747	​	2,257
Total 4E dispatched and sold	​	97,641	​	128,754	​	127,316

(1)

“Reef delivered to the ROM pad” means the total reef tonnes including dilution mined from a series of benches in the open pit.

(2)

“Reef processed” means the reef tonnes mined that either upgraded using the Dense-Medium Separator (DMS) plant and/or milled. The total tonnes processed equal the tonnes mined, adjusted for unprocessed ore inventory.

(3)

“Reef milled” means upgraded and mined reef tonnes milled.

Mineral Reserves

All Mineral Reserves for the P-S-M Project have been classified in the probable category. The Company will only declare Proved Mineral Reserves for an underground operation when the required development to support a mining block has been established and the ore block has been sampled. The tables below set forth the Mineral Reserve estimates for the West Pit, East Pit, Central Underground Block and East Underground Block at December 31, 2021. Mineral Reserves are reported as RoM ore delivered to the RoM stockpile (open pits) or to surface (underground mines).

With respect to the West Pit and the East Pit, there was no cut-off grade applied during the optimization and scheduling process. Because of the nature of the ore body, a strategic decision was made to mine all reef material thus dilution of more than 64% and 94% has been applied to the silicates and UG2 material respectively. With respect to the Central and East Underground Blocks, the production schedule targeted material that is above the cut-off grade or breakeven grade for inclusion in the life-of-mine plan. Only the UG2 and PUP (Merensky potholed on to the UPR) reefs are of economic importance underground. The average 4E grade for both reef horizons is above the break-even grade and it is therefore considered to be economical to mine where designed.

For more information about the key assumptions, parameters and methods used to estimate Mineral Reserves of the P-S-M Project assets, see Section 11.1 of the P-S-M Technical Report Summary.

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West Pit

Area

Reef

Tonnage (Mt)

PGM Grade (g/t)

4E

6E

Pt

Pd

Rh

Ru

Ir

Au

Probable Mineral Reserves

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

West Pit

Silicates

​

8.3

​

1.32

​

1.44

​

0.80

​

0.40

​

0.06

​

0.10

​

0.02

​

0.06

​

UG2

​

4.8

​

2.15

​

2.63

​

1.27

​

0.61

​

0.26

​

0.40

​

0.09

​

0.01

Total Probable Mineral Reserves West Pit

​

​

13.1

​

1.62

​

1.88

​

0.97

​

0.48

​

0.13

​

0.21

​

0.05

​

0.04

​

6E prill Silicates

​

​

​

​

​

​

​

55.56%

​

27.78%

​

4.17%

​

6.94%

​

1.39%

​

4.17%

​

6E prill UG2

​

​

​

​

​

​

​

48.29%

​

23.19%

​

9.89%

​

15.21%

​

3.42%

​

0.38%

Area

Reef

Tonnage (Mt)

Contained 4E (Moz)

Contained 6E (Moz)

Base Metal Grade (%)

Contained Base Metal (kt)

Ni

Cu

Ni

Cu

Probable Mineral Reserves

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

West Pit

Silicates

​

8.3

​

0.35

​

0.38

​

0.093%

​

0.019%

​

7.7

​

1.6

​

UG2

​

4.8

​

0.33

​

0.41

​

0.009%

​

0.002%

​

0.5

​

0.1

Total Probable Mineral Reserves West Pit

​

​

13.1

​

0.69

​

0.79

​

0.062%

​

0.013%

​

8.2

​

1.7

Notes:

(1)

Mineral Reserves are reported as RoM ore delivered to the RoM pad.

(2)

Mineral Reserves are based on various modifying factors and assumptions and may need to be revised if any of these factors and assumptions change.

(3)

Mineral Reserves should not be interpreted as assurances of economic life.

(4)

Mineral Reserves are derived from an optimized pit using a 4E basket price of R21,000/oz without application of a cut-off grade.

(5)

1 troy ounce = 31.1034768g.

(6)

Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.

Mineral Reserves – Chromite	Tonnage (Mt)		Cr2O3 Grade (%)		Cr2O3 Content (kt)
Probable Mineral Reserves	​	​	​	​	​	​
West Pit	​	4.8	​	11.9	​	574
Total Probable Mineral Reserves	​	4.8	​	11.9	​	574

Note:

(1)

Conversion of Cr to Cr2O3 is 1:1.4616.

161

East Pit

Area

Reef

Tonnage (Mt)

PGM Grade (g/t)

4E

6E

Pt

Pd

Rh

Ru

Ir

Au

Probable Mineral Reserves

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

East Pit

Silicates

​

12.9

​

1.01

​

1.11

​

0.60

​

0.31

​

0.05

​

0.08

​

0.02

​

0.05

​

UG2

​

7.7

​

2.47

​

3.00

​

1.49

​

0.69

​

0.28

​

0.43

​

0.10

​

0.01

Total Probable Mineral Reserves East Pit

​

​

20.5

​

1.56

​

1.82

​

0.93

​

0.45

​

0.14

​

0.21

​

0.05

​

0.04

​

6E prill Silicates

​

​

​

​

​

​

​

54.02%

​

27.78%

​

4.62%

​

7.19%

​

1.50%

​

4.87%

​

6E prill UG2

​

​

​

​

​

​

​

49.50%

​

23.11%

​

9.31%

​

14.40%

​

3.37%

​

0.31%

Area

Reef

Tonnage (Mt)

Contained 4E (Moz)

Contained 6E (Moz)

Base Metal Grade (%)

Contained Base Metal (kt)

Ni

Cu

Ni

Cu

Probable Mineral Reserves

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

East Pit

Silicates

​

12.9

​

0.42

​

0.46

​

0.09%

​

0.01%

​

11.1

​

1.9

​

UG2

​

7.7

​

0.61

​

0.74

​

0.01%

​

0.00%

​

0.6

​

0.4

Total Probable Mineral Reserves East Pit

​

​

20.5

​

1.03

​

1.20

​

0.06%

​

0.01%

​

11.7

​

2.3

Notes:

(1)

Mineral Reserves are reported as RoM ore delivered to the RoM pad.

(2)

Mineral Reserves are based on various modifying factors and assumptions and may need to be revised if any of these factors and assumptions change.

(3)

Mineral Reserves should not be interpreted as assurances of economic life.

(4)

Mineral Reserves are derived from an optimized pit using a 4E basket price of R21,000/oz without application of a cut-off grade.

(5)

1 troy ounce = 31.1034768g.

(6)

Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.

162

Central and East Underground Blocks

Area

Reef

Tonnage (Mt)

PGM Grade (g/t)

4E

6E

Pt

Pd

Rh

Ru

Ir

Au

Probable Mineral Reserves

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Central Underground Block

​

PUP

​

0.7

​

4.59

​

4.90

​

2.93

​

1.33

​

0.16

​

0.27

​

0.04

​

0.17

​

​

UG2

​

12.1

​

4.77

​

6.12

​

2.82

​

1.36

​

0.56

​

0.92

​

0.43

​

0.03

Total Central Block

​

​

​

12.8

​

4.76

​

6.05

​

2.83

​

1.35

​

0.54

​

0.89

​

0.41

​

0.04

East Underground Block

​

PUP

​

7.1

​

4.52

​

4.99

​

2.84

​

1.27

​

0.25

​

0.40

​

0.08

​

0.16

​

​

UG2

​

24.3

​

4.11

​

5.08

​

2.50

​

1.11

​

0.49

​

0.77

​

0.19

​

0.01

Total East Block

​

​

​

31.4

​

4.21

​

5.06

​

2.58

​

1.14

​

0.44

​

0.69

​

0.17

​

0.05

Total Underground

​

PUP

​

7.8

​

4.52

​

4.99

​

2.85

​

1.28

​

0.24

​

0.39

​

0.07

​

0.16

​

​

UG2

​

36.4

​

4.33

​

5.42

​

2.61

​

1.19

​

0.52

​

0.82

​

0.27

​

0.02

Total Probable Mineral Reserves

​

​

​

44.2

​

4.37

​

5.35

​

2.65

​

1.20

​

0.47

​

0.74

​

0.24

​

0.04

Area

Reef

Tonnage (Mt)

Contained PGMs

Base Metal Grade (%)

Contained Base Metal (kt)

(4E Moz)

(6E Moz)

Ni

Cu

Ni

Cu

Probable Mineral Reserves

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Central Underground Block

​

PUP

​

0.7

​

0.1

​

0.1

​

0.14%

​

0.06%

​

1.0

​

0.4

​

​

UG2

​

12.1

​

1.9

​

2.4

​

0.01%

​

0.00%

​

1.1

​

0.2

Total Central Block

​

​

​

12.8

​

2.0

​

2.5

​

0.02%

​

0.00%

​

2.1

​

0.6

East Underground Block

​

PUP

​

7.1

​

1.0

​

1.1

​

0.15%

​

0.06%

​

10.4

​

4.1

​

​

UG2

​

24.3

​

3.2

​

4.0

​

0.01%

​

0.00%

​

2.9

​

0.7

Total East Block

​

​

​

31.4

​

4.3

​

5.1

​

0.04%

​

0.02%

​

13.2

​

4.8

Total Underground

​

PUP

​

7.8

​

1.1

​

1.2

​

0.15%

​

0.06%

​

11.3

​

4.5

​

​

UG2

​

36.4

​

5.1

​

6.3

​

0.01%

​

0.00%

​

4.0

​

0.9

Total Probable Mineral Reserves

​

​

​

44.2

​

6.2

​

7.6

​

0.03%

​

0.01%

​

15.3

​

5.4

Notes:

(1)

Mineral Reserves are reported as RoM ore delivered to the surface.

(2)

Mineral Reserves are based on various modifying factors and assumptions and may need to be revised if any of these factors and assumptions change.

(3)

Mineral Reserves should not be interpreted as assurances of economic life.

(4)

Mineral Reserves are reported at cut-off RoM grades of 2.32 g/t 4E and 2.67 g/t 4E for UG2 and PUP respectively. These are based on 4E basket prices of US$1,587/oz and US$1,336/oz and plant recoveries of 79% and 81% for the UG2 and PUP reefs respectively.

(5)

1 troy ounce = 31.1034768g.

(6)

Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.

163

Mineral Reserves – Chromite	Tonnage (Mt)		Cr2O3 Grade (%)		Cr2O3 Content (kt)
Probable Mineral Reserves	​	​	​	​	​	​
Magazynskraal	​	24.3	​	23.1	​	5,613
Total Probable Mineral Reserves	​	24.3	​	23.1	​	5,613

Note:

(1)

Conversion of Cr to Cr2O3 is 1:1.4616.

Mineral Resources

The tables below set forth the Measured, Indicated and Inferred Mineral Resource estimates for the West Pit, Central Underground Block and East Underground Block at December 31, 2021. Mineral Resources are reported exclusive of any Mineral Reserves that may be derived from them. There are no exclusive Mineral Resources for the East Pit. The Mineral Resources are presented on an in-situ basis.

To assess the prospects of economic extraction, SRK Consulting calculated a cut-off grade based on certain mining and processing assumptions. A basket price for all the metals was calculated by weighting each of the three-year trailing average prices by the metal’s contribution to the 4E value for each reef package cut. The contribution of ruthenium, iridium and base metals was not considered. A 20% premium over the above basket prices was used for the cut-off grade calculations. The West Pit in-situ Mineral Resources are stated using a 4E basket price of R21,000/oz. The Central Underground Block in-situ Mineral Resources are stated using 4E basket prices of US$2,086/oz for the PUP Reef and US$3,037/oz for the UG2 Reef. The East Underground Block in-situ Mineral Resources are stated using 4E basket prices of US$3,020/oz for the UG2 Reef, US$2,230/oz for the MR PUP Reef, US$2,176/oz for the MRC Reef and US$2,292/oz for the UPR Reef.

For more information about the key assumptions, parameters and methods used to estimate Mineral Resources of the P-S-M Project assets, see Section 10.1 of the P-S-M Technical Report Summary.

164

West Pit (Exclusive of Mineral Reserves)

Resource Area

Reef

Tonnage (Mt)

Reef Width (cm)

PGM Grade (g/t)

4E

6E

Pt

Pd

Rh

Au

Ru

Ir

Measured Mineral Resource

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

West Pit

Upper Pseudo Reef (S2)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Lower Pseudo (S2)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

U2D

​

0.001

​

177

​

3.89

​

4.79

​

2.33

​

1.06

​

0.47

​

0.03

​

0.73

​

0.17

Total Measured West Pit

​

​

0.001

​

177

​

3.89

​

4.79

​

2.33

​

1.06

​

0.47

​

0.03

​

0.73

​

0.17

​

6E prill

​

​

​

​

​

​

​

​

​

48.6%

​

22.1%

​

9.9%

​

0.7%

​

15.2%

​

3.6%

Indicated Mineral Resource

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

West Pit

Upper Pseudo Reef (S2)

​

0.75

​

57

​

8.00

​

8.81

​

5.03

​

2.32

​

0.40

​

0.25

​

0.68

​

0.13

​

Pseudo Reef HZB (S2)

​

5.49

​

362

​

1.68

​

1.82

​

0.98

​

0.53

​

0.08

​

0.08

​

0.12

​

0.03

​

Lower Pseudo (S2)

​

1.47

​

97

​

2.95

​

3.13

​

1.79

​

0.88

​

0.12

​

0.17

​

0.14

​

0.04

​

U2D

​

3.43

​

226

​

3.68

​

4.49

​

2.23

​

1.00

​

0.43

​

0.02

​

0.66

​

0.16

Total Indicated West Pit

​

​

11.14

​

264

​

2.89

​

3.29

​

1.75

​

0.84

​

0.21

​

0.09

​

0.33

​

0.07

​

6E prill

​

​

​

​

​

​

​

​

​

53.1%

​

25.6%

​

6.5%

​

2.6%

​

10.0%

​

2.2%

Resource Area

Reef

Tonnage (Mt)

Reef Width (cm)

Contained 4E

Contained 6E

Base Metal Grade (%)

Contained Base Metal (t)

(Moz)

(Moz)

Ni

Cu

Ni

Cu

Measured Mineral Resource

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

West Pit

Upper Pseudo Reef (S2)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Lower Pseudo (S2)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

U2D

​

0.001

​

177

​

0.0001

​

0.0001

​

0.002

​

0.001

​

0.016

​

0.004

Total Measured West Pit

​

​

0.001

​

177

​

0.0001

​

0.0001

​

0.002

​

0.001

​

0.016

​

0.004

​

6E prill

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Indicated Mineral Resource

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

West Pit

Upper Pseudo Reef (S2)

​

0.75

​

57

​

0.19

​

0.21

​

0.200

​

0.089

​

1,504

​

669

​

Pseudo Reef HZB (S2)

​

5.49

​

362

​

0.30

​

0.32

​

0.182

​

0.025

​

10,012

​

1,374

​

Lower Pseudo (S2)

​

1.47

​

97

​

0.14

​

0.15

​

0.133

​

0.039

​

1,963

​

573

​

U2D

​

3.43

​

226

​

0.41

​

0.50

​

0.016

​

0.004

​

562

​

140

Total Indicated West Pit

​

​

11.14

​

264

​

1.03

​

1.18

​

0.126

​

0.025

​

14,041

​

2,756

Notes:

(1)

Mineral Resources are not Mineral Reserves and do not meet the threshold for reserve modifying factors, such as estimated economic viability, that would allow conversion to Mineral Reserves. There is no certainty that any part of the Mineral Resources will be converted into Mineral Reserves.

(2)

S1 package is excluded from Mineral Resource Statement because it is impractical to mine selectively

165

(3)

The in-situ Mineral Resources are reported exclusive of Mineral Reserves that may be derived from them.

(4)

Open pit optimization was based on an assumed 4E basket price of R21,000/oz, assumed mining and processing cost of R445/t and reported within a pit shell that is based on a 120% revenue factor.

(5)

1 troy ounce = 31.1034768 g.

(6)

Numbers in the tables have been rounded to reflect the accuracy of the estimates, and may not sum due to rounding.

Mineral Resources – Chromite	Reef		Reef Width (cm)		Tonnage (Mt)		Cr2O3 Grade (%)		Cr2O3 Content (kt)
Indicated Mineral Resources	​	​	​	​	​	​	​	​	​	​
West Pit	​	U2D	​	226	​	3.43	​	19.9	​	684
Total Indicated Mineral Resources	​	​	​	226	​	3.43	​	19.9	​	684

Note:

(1)

Conversion of Cr to Cr2O3 is 1:1.4616

(2)

Mineral Resources are not Mineral Reserves and do not meet the threshold for reserve modifying factors., such as estimated economic viability, that would allow conversion to Mineral Reserves. There is no certainty that any part of the Mineral Resources will be converted into Mineral Reserves.

(3)

The in-situ Mineral Resources are reported exclusive of Mineral Reserves that may be derived from them.

(4)

Open pit optimization was based on an assumed 4E basket price of R21,000/oz, assumed mining and processing cost of R445/t and reported within a pit shell that is based on a 120% revenue factor.

(5)

1 troy ounce = 31.1034768 g.

(6)

Numbers in the tables have been rounded to reflect the accuracy of the estimates, and may not sum due to rounding.

Mineral Resources – Low grade stockpiles	Volume (Mm3)		Bulk Density		Tonnage (Mt)		4E Grade (g/t)		4E Content (Moz)
Inferred Mineral Resources	​	​	​	​	​	​	​	​	​	​
TSF tailings for retreatment	​	28.2	​	2.0	​	55.24	​	0.70	​	1.25
Low-grade stockpile (scats and DMS discards)	​	​	​	1.8	​	0.53	​	0.54	​	0.009
Total low-grade stockpiles	​	​	​	​	​	55.76	​	0.70	​	1.26

Notes:

(1)

Mineral Resources are not Mineral Reserves and do not meet the threshold for reserve modifying factors, such as estimated economic viability, that would allow conversion to Mineral Reserves. There is no certainty that any part of the Mineral Resources will be converted into Mineral Reserves.

(2)

1 troy ounce = 31.1034768 g.

(3)

Numbers in the tables have been rounded to reflect the accuracy of the estimates, and may not sum due to rounding.

166

Central Underground Block (Exclusive of Mineral Reserves)

Resource Area

Reef

Tonnage (Mt)

Reef Width (m)

PGM Grade (g/t)

4E

6E

Pt

Pd

Rh

Au

Ru

Ir

Indicated Mineral Resource

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Sedibelo Central UG

PUP

​

0.43

​

1.22

​

5.90

​

6.45

​

3.68

​

1.71

​

0.29

​

0.22

​

0.47

​

0.08

​

UG2

​

3.81

​

1.12

​

6.67

​

8.51

​

3.98

​

1.89

​

0.77

​

0.03

​

1.26

​

0.59

Total Indicated Sedibelo Central UG

​

​

4.24

​

​

​

6.59

​

8.58

​

3.95

​

1.87

​

0.72

​

0.05

​

1.26

​

0.58

​

6E prill

​

​

​

​

​

​

​

​

​

46%

​

22%

​

8%

​

1%

​

15%

​

7%

Inferred Mineral Resource

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Sedibelo Central UG

PUP

​

1.14

​

1.20

​

7.03

​

7.78

​

4.52

​

1.90

​

0.40

​

0.22

​

0.64

​

0.11

​

UG2

​

7.92

​

1.12

​

6.47

​

8.30

​

3.97

​

1.70

​

0.76

​

0.03

​

1.25

​

0.58

Total Inferred Sedibelo Central Crown Pillar

​

​

9.06

​

​

​

6.54

​

8.23

​

4.04

​

1.73

​

0.72

​

0.06

​

1.17

​

0.52

​

E prill

​

​

​

​

​

​

​

​

​

49%

​

21%

​

9%

​

1%

​

14%

​

6%

Resource Area

Reef

Tonnage (Mt)

Reef Width (m)

Contained 4E (Moz)

Contained 6E (Moz)

Base Metal Grade (%) Ni

Contained Base Metal (t)

Cu

Ni

Cu

Indicated Mineral Resource

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Sedibelo Central UG

PUP

​

0.43

​

1.22

​

0.08

​

0.09

​

0.19

​

0.08

​

808

​

343

​

UG2

​

3.81

​

1.12

​

0.82

​

1.04

​

0.01

​

0.00

​

377

​

92

Total Indicated Sedibelo Central UG

​

​

4.24

​

​

​

0.90

​

1.13

​

0.03

​

0.01

​

1,185

​

435

​

6E prill

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Inferred Mineral Resource

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Sedibelo Central UG

PUP

​

1.14

​

1.20

​

0.26

​

0.29

​

0.21

​

0.08

​

2,399

​

939

​

UG2

​

7.92

​

1.12

​

1.65

​

2.11

​

0.01

​

0.00

​

812

​

161

Total Inferred Sedibelo Central Crown Pillar

​

​

9.06

​

​

​

1.90

​

2.40

​

0.04

​

0.01

​

3,211

​

1,100

Notes:

(1)

Mineral Resources are not Mineral Reserves and do not meet the threshold for reserve modifying factors, such as estimated economic viability, that would allow conversion to Mineral Reserves. There is no certainty that any part of the Mineral Resource estimated will be converted into Mineral Reserves.

(2)

The in-situ Mineral Resources are reported exclusive of Mineral Reserves that may be derived from them.

(3)

The in-situ Mineral Resources are based on calculated 4E cut-off grades of 1.62 g/t and 1.15 g/t for the PUP and UG2 reefs, respectively. These are based on 4E basket prices of US$2,086/oz and US$3,037/oz, which include a 20% premium, and plant recoveries of 85% and 82% for the PUP and UG2, respectively.

(4)

Reef width represents the vertical thickness and not true thickness.

(5)

1 troy ounce = 31.1034768 g.

(6)

Numbers in the tables have been rounded to reflect the accuracy of the estimates, and may not sum due to rounding.

167

Mineral Resources – Chromite	Reef		Reef Width (m)		Tonnage (Mt)		Cr2O3 Grade (%)		Cr2O3 Content (kt)
Inferred Mineral Resources	​	​	​	​	​	​	​	​	​	​
Central Underground	​	UG2	​	1.14	​	11.7	​	26.5	​	3,110
Total Inferred Mineral Resources	​	​	​	1.14	​	11.7	​	26.5	​	3,110

Notes:

(1)

Cr to Cr2O3 conversion is 1:1.461.

(2)

The chromite Mineral Resources are classified in the Inferred Mineral Resources category due to the uncertainty in the grade which is derived from a regression analysis on a small sample of UG2 density and chrome grades. The UG2 is mined as part of the life-of-mine plan for its PGM content. While a chromite concentrate is produced in the plant, the recovered chromite is excluded from the economic analysis.

(3)

The in-situ Mineral Resources are reported exclusive of the material extracted as part of the life-of-mine.

(4)

1 troy ounce = 31.1034768 g.

(5)

Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.

East Underground Block (Exclusive of Mineral Reserves)

Resource Area

Reef

Tonnage (Mt)

Reef Width (m)

PGM Grade (g/t)

4E

6E

Pt

Pd

Rh

Au

Ru

Ir

Measured Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Sedibelo East

UG2

​

0.29

​

1.23

​

5.76

​

7.06

​

3.45

​

1.57

​

0.69

​

0.02

​

1.06

​

0.27

Magazynskraal

UG2

​

0.00

​

1.38

​

5.31

​

6.55

​

3.18

​

1.47

​

0.64

​

0.02

​

1.00

​

0.24

Total Measured Mineral Resources

​

​

0.29

​

1.23

​

5.76

​

7.06

​

3.45

​

1.57

​

0.69

​

0.02

​

1.06

​

0.27

​

6E prill

​

​

​

​

​

​

​

​

​

48.9%

​

22.3%

​

9.8%

​

0.3%

​

14.9%

​

3.8%

Indicated Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Sedibelo East

MR PUP

​

2.25

​

1.17

​

5.35

​

5.85

​

3.25

​

1.62

​

0.25

​

0.23

​

0.41

​

0.09

​

MR Contact

​

6.46

​

1.18

​

2.33

​

2.67

​

1.47

​

0.61

​

0.13

​

0.11

​

0.23

​

0.11

​

UPR

​

8.54

​

1.16

​

2.25

​

2.55

​

1.38

​

0.73

​

0.11

​

0.09

​

0.18

​

0.05

​

UG2

​

6.47

​

1.39

​

5.48

​

6.70

​

3.27

​

1.52

​

0.64

​

0.02

​

0.99

​

0.25

Magazynskraal

MR PUP

​

1.41

​

1.18

​

5.94

​

6.56

​

3.78

​

1.65

​

0.32

​

0.19

​

0.52

​

0.10

​

MR Contact

​

3.08

​

1.17

​

4.71

​

5.22

​

3.23

​

1.10

​

0.23

​

0.15

​

0.39

​

0.13

​

UPR

​

5.55

​

1.18

​

2.18

​

2.40

​

1.29

​

0.68

​

0.12

​

0.08

​

0.18

​

0.04

​

UG2

​

8.90

​

1.51

​

4.61

​

5.70

​

2.80

​

1.25

​

0.54

​

0.02

​

0.87

​

0.21

Total Indicated Mineral Resources

​

​

42.66

​

1.28

​

3.70

​

4.33

​

2.28

​

1.04

​

0.31

​

0.08

​

0.49

​

0.13

​

6E prill

​

​

​

​

​

​

​

​

​

52.6%

​

24.0%

​

7.1%

​

1.9%

​

11.4%

​

3.0%

Inferred Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Sedibelo East

MR PUP

​

0.87

​

1.24

​

4.60

​

5.06

​

2.78

​

1.39

​

0.24

​

0.19

​

0.39

​

0.08

​

MR Contact

​

3.64

​

1.12

​

2.41

​

2.81

​

1.59

​

0.58

​

0.14

​

0.09

​

0.24

​

0.17

​

UPR

​

3.93

​

1.15

​

2.26

​

2.55

​

1.35

​

0.71

​

0.12

​

0.09

​

0.18

​

0.10

​

UG2

​

9.36

​

1.37

​

5.23

​

6.37

​

3.15

​

1.44

​

0.60

​

0.02

​

0.93

​

0.23

Magazynskraal)

MR PUP

​

18.44

​

1.16

​

6.69

​

7.35

​

4.30

​

1.82

​

0.34

​

0.23

​

0.56

​

0.10

​

MR Contact

​

7.77

​

1.18

​

2.99

​

3.35

​

2.02

​

0.71

​

0.15

​

0.09

​

0.26

​

0.10

168

Resource Area

Reef

Tonnage (Mt)

Reef Width (m)

PGM Grade (g/t)

4E

6E

Pt

Pd

Rh

Au

Ru

Ir

​

UPR

​

6.83

​

1.18

​

1.65

​

1.86

​

0.97

​

0.54

​

0.09

​

0.06

​

0.13

​

0.07

​

UG2

​

46.08

​

1.42

​

4.69

​

5.76

​

2.84

​

1.30

​

0.53

​

0.02

​

0.86

​

0.21

Total Inferred Mineral Resources

​

​

96.94

​

1.31

​

4.59

​

5.41

​

2.84

​

1.26

​

0.41

​

0.08

​

0.66

​

0.17

​

6E prill

​

​

​

​

​

​

​

​

​

52.5%

​

23.3%

​

7.5%

​

1.4%

​

12.2%

​

3.1%

Resource Area

Reef

Tonnage (Mt)

Reef Width (m)

Contained 4E (Moz)

Contained 6E (Moz)

Base Metal Grade (%)

Contained Base Metal (t)

Ni

Cu

Ni

Cu

Measured Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Sedibelo East

UG2

​

0.29

​

1.23

​

0.05

​

0.07

​

0.02

​

0.00

​

53

​

13

Magazynskraal

UG2

​

0.00

​

1.38

​

0.00

​

0.00

​

0.02

​

0.00

​

0

​

0

Total Measured Mineral Resources

​

​

0.29

​

1.23

​

0.05

​

0.07

​

0.02

​

0.00

​

53

​

13

Indicated Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Sedibelo East

MR PUP

​

2.25

​

1.17

​

0.39

​

0.42

​

0.19

​

0.07

​

4249

​

1,679

​

MR Contact

​

6.46

​

1.18

​

0.48

​

0.42

​

0.07

​

0.04

​

4744

​

2,657

​

UPR

​

8.54

​

1.16

​

0.62

​

0.70

​

0.14

​

0.03

​

12,046

​

2,287

​

UG2

​

6.47

​

1.39

​

1.14

​

1.39

​

0.02

​

0.00

​

1013

​

220

Magazynskraal

MR PUP

​

1.41

​

1.18

​

0.27

​

0.30

​

0.21

​

0.08

​

3,021

​

1,130

​

MR Contact

​

3.08

​

1.17

​

0.47

​

0.52

​

0.10

​

0.05

​

2,969

​

1,653

​

UPR

​

5.55

​

1.18

​

0.39

​

0.43

​

0.16

​

0.03

​

8,768

​

1,503

​

UG2

​

8.90

​

1.51

​

1.32

​

1.63

​

0.01

​

0.00

​

1,208

​

307

Total Indicated Mineral Resources

​

​

42.66

​

1.28

​

5.07

​

5.81

​

0.09

​

0.03

​

38,018

​

11,436

Inferred Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Sedibelo East

MR PUP

​

0.87

​

1.24

​

0.13

​

0.14

​

0.18

​

0.07

​

1,560

​

596

​

MR Contact

​

3.64

​

1.12

​

0.28

​

0.33

​

0.07

​

0.04

​

2,669

​

1,465

​

UPR

​

3.93

​

1.15

​

0.29

​

0.32

​

0.15

​

0.03

​

5,785

​

1,051

​

UG2

​

9.36

​

1.37

​

1.57

​

1.92

​

0.02

​

0.00

​

1,482

​

351

Magazynskraal)

MR PUP

​

18.44

​

1.16

​

3.96

​

4.36

​

0.23

​

0.08

​

41,754

​

14,233

​

MR Contact

​

7.77

​

1.18

​

0.75

​

0.84

​

0.10

​

0.05

​

7,411

​

3,633

​

UPR

​

6.83

​

1.18

​

0.36

​

0.41

​

0.15

​

0.02

​

10,303

​

1,350

​

UG2

​

46.08

​

1.42

​

6.95

​

8.54

​

0.02

​

0.00

​

7,012

​

1,715

Total Inferred Mineral Resources

​

​

96.94

​

1.31

​

14.29

​

16.85

​

0.08

​

0.03

​

77,976

​

24,392

Notes:

(1)

Mineral Resources are not Mineral Reserves and do not meet the threshold for reserve modifying factors, such as estimated economic viability, that would allow conversion to Mineral Reserves. There is no certainty that any part of the Mineral Resource estimated will be converted into Mineral Reserves.

(2)

The in-situ Mineral Resources are reported exclusive of Mineral Reserves that may be derived from them.

(3)

The in-situ Mineral resources are reported above 4E cut-off grades of 1.25 g/t (UG2), 1.69 g/t (MR PUP), 1.73 g/t (MRC) and 1.64 g/t (UPR). These are based on 4E basket prices of US$3,020/oz, US$2,230/oz, US$2,176/oz and US$2,292/oz respectively. A plant recovery of 82.8% was applied.

169

(4)

Reef width represents the vertical thickness, and not true thickness.

(5)

1 troy ounce = 31.1034768 g.

(6)

Numbers in the tables have been rounded to reflect the accuracy of the estimates, and may not sum due to rounding.

Mineral Resources – Chromite	Reef		Reef Width (cm)		Tonnage (Mt)		Cr3O8 grade (%)		Contained Cr2O3 (kt)
Indicated Mineral Resources	​	​	​	​	​	​	​	​	​	​
Magazynskraal	​	UG2	​	150	​	23.6	​	29.4	​	6,944
Total Indicated Mineral Resources	​	​	​	​	​	23.6	​	29.4	​	6,944
Inferred Mineral Resources	​	​	​	​	​	​	​	​	​	​
Magazynskraal	​	UG2	​	​	​	31.4	​	29.4	​	9,231
Sedibelo East	​	UG2	​	​	​	16.1	​	29.4	​	4,744
Total Inferred Mineral Resources	​	​	​	​	​	47.5	​	29.4	​	13,974

Notes:

(1)

Cr to Cr2O3 conversion is 1:1.461.

(2)

The chromite Mineral Resources on Sedibelo East are classified in the Inferred Mineral Resources category due to the uncertainty in the grade which is derived from a regression analysis on a small sample of UG2 density and chrome grades. The UG2 is mined as part of the life-of-mine plan for its PGM content. While a chromite concentrate is produced in the plant, the recovered chromite from Sedibelo East is excluded from the economic analysis.

(3)

1 troy ounce = 31.1034768 g.

(4)

Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.

Capital and operating cost estimates

Capital cost estimates

The table below sets forth a summary of the estimated capital cost of the P-S-M Project, based on the 2020 feasibility study and re-costed to December 31, 2021, and includes SPM’s share of the capital cost to construct the Kell Processing Plant and associated infrastructure. Foreign currency exposure accounts for 15% of the total project capital cost, the majority being the RopeCon® conveyor equipment, the trackless mobile machinery equipment and the Kell Processing Plant contribution. In accordance with our accounting policy, operating cost up to steady-state production levels in the underground operations is capitalized.

Item	Units	Project capital		Capitalized Opex		Total Capex
Exploration	(ZARm)	​	118	​	—	​	118
Pre-implementation	(ZARm)	​	295	​	—	​	295
Mining	(ZARm)	​	1,555	​	9,239	​	10,795
Surface Infrastructure	(ZARm)	​	1,955	​	—	​	1,955
Surface services, water, power, access	(ZARm)	​	640	​	—	​	640
Metallurgical processing	(ZARm)	​	1,467	​	527	​	1,993
Contingency	(ZARm)	​	604	​	488	​	1,093
Total Capital including Contingency	(ZARm)	​	6,635	​	10,254	​	16,889

Contingencies were added to the various items depending on the level of engineering confidence. The metallurgical capex includes contingencies of >10%. The contingency included in the capitalized Opex is 5%. The overall contingency averages 6.92%.

170

The tables below set forth our annual capital cost estimates per project.

West Pit

West Pit Capital Requirements	Units	Total		2022
Exploration	(ZARm)	​	2.3	​	2.3
Pre-Implementation	(ZARm)	​	—	​	—
Mining	(ZARm)	​	46.2	​	46.2
Surface Infrastructure	(ZARm)	​	8.0	​	8.0
Services (Surface Infrastructure)	(ZARm)	​	5.0	​	5.0
Metallurgical Processing	(ZARm)	​	—	​	—
Contingency	(ZARm)	​	6.1	​	6.1
Total West Pit	(ZARm)	​	67.6	​	67.6

East Pit

East Pit Capital Requirements	Units	Total		2022		2023		2024		2025		2026		2027		2028		2029
Exploration	(ZARm)	​	2.3	​	2.3	​	—	​	—	​	—	​	—	​	—	​	—	​	—
Pre-Implementation	(ZARm)	​	29.9	​	24.9	​	0.7	​	0.7	​	0.7	​	0.7	​	0,7	​	0.7	​	0.7
Mining	(ZARm)	​	97.4	​	97.4	​	—	​	—	​	—	​	—	​	—	​	—	​	—
Surface Infrastructure	(ZARm)	​	46.2	​	46.2	​	—	​	—	​	—	​	—	​	—	​	—	​	—
Services (Surface Infrastructure)	(ZARm)	​	71.8	​	71.8	​	—	​	—	​	—	​	—	​	—	​	—	​	—
Metallurgical Processing	(ZARm)	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—
Contingency	(ZARm)	​	24.8	​	24.2	​	0.1	​	0.1	​	0.1	​	0.1	​	0.1	​	0.1	​	0.1
Total East Pit	(ZARm)	​	272.3	​	266.7	​	0.8	​	0.8	​	0.8	​	0.8	​	0.8	​	0.8	​	0.8

Underground Operations (including Kell Processing Plant)

Underground Operations (including Kell Processing Plant)	Units	Total		2022		2023		2024		2025		2026		2027		2028		2029		2030
Exploration	(ZARm)	​	113.7	​	21.1	​	36.6	​	14.2	​	22.6	​	19.2	​	—	​	—	​	—	​	—
Pre-Implementation	(ZARm)	​	265.0	​	82.9	​	31.2	​	25.4	​	25.1	​	25.1	​	25.1	​	25.1	​	25.1	​	0.0
Mining	(ZARm)	​	10,651.0	​	441.1	​	324.0	​	979.0	​	1,083.0	​	1,347.8	​	2,017.5	​	1,860.9	​	2,165.6	​	432.1
Surface Infrastructure	(ZARm)	​	1,901.0	​	291.7	​	154.8	​	98.4	​	98.1	​	167.9	​	169.0	​	297.6	​	569.1	​	54.4
Services (Surface Infrastructure)	(ZARm)	​	563.5	​	114.8	​	228.0	​	23.7	​	19.1	​	99.2	​	71.7	​	3.4	​	3.1	​	0.5
Metallurgical Processing	(ZARm)	​	1,993.4	​	603.0	​	89.5	​	0.1	​	2.0	​	15.7	​	242.6	​	686.6	​	283.2	​	70.7
Contingency	(ZARm)	​	1,061.7	​	123.7	​	63.1	​	65.8	​	76.5	​	101.2	​	174.5	​	251.4	​	175.8	​	29.7
Total Underground Operations	(ZARm)	​	16,549.3	​	1,678.2	​	927.2	​	1,206.5	​	1,326.5	​	1,776.0	​	2,700.5	​	3,125.0	​	3,222.0	​	587.4

Development expenditures for the Kell Processing Plant are estimated in the P-S-M Report at approximately R1.70 billion (excluding contingency and on a 100% cost basis), funding for which is expected to be divided approximately equally between debt and equity financing. SPM’s share of the total project cost is estimated at R708 million, which represents SPM’s 41.67% share of the total capital requirement, comprising 50% of the project debt funding (with the balance carried by the IDC) and 33.3% of the project equity funding (with the balance divided equally between Lifezone and the IDC). SPM’s funding requirement for the Kell Processing Plant is expected to be met with cash from our balance sheet or debt facilities.

Lack of success with the Kell Process Technology would not affect our ability to declare Mineral Resources and Mineral Reserves.

171

Operating cost estimates

The summary operating cost for the open pit and underground mining for the P-S-M Project is shown in the table below. Year 2025 and Year 2031 are used to illustrate the unit operating cost for the combined open pits (West and East Pit) and combined Central and East Underground Blocks respectively.

The operating cost for the open pits is based on the actual costs at PPM, whereas the operating cost for the underground operations has been derived from first principles and zero-based budgeting processes. The operating cost for the underground operations is seen to have an accuracy of ±25%.

A general contingency of 5% is included in the table below.

Item	Units	Open Pits (Year 2025)		Underground (Year 2031)
RoM ore mined	(Mt)	​	5.59	​	1.99
Mining Opex	(ZAR/t RoM)	​	370	​	950
Processing Opex	(ZAR/t RoM)	​	182	​	397
G&A Opex	(ZAR/t RoM)	​	114	​	377
SIB Opex	(ZAR/t RoM)	​	21	​	99
Smelting and Refining Opex	(ZAR/t RoM)	​	3	​	19
Kell Opex (including net royalties)	(ZAR/t RoM)	​	29	​	95
Total	(ZAR/t RoM)	​	720	​	1,936

For more information about the capital and operating cost estimates of the P-S-M Project, see Section 17 of the P-S-M Technical Report Summary.

Permitting requirements

Environmental aspects of the P-S-M Project are administered primarily under several EAs, EMPRs, water use licenses and waste management licenses.

We note the following environmental authorizations and permits that are pending with respect to the P-S-M Project:

•

An EA in terms of Section 24(2)(a) of the National Environmental Management Act, 1998, is not in place for the listed activities associated with the following approved EMPr:

•

EMPr Amendment amending PPM Closure Objectives — February 2012, approved on January 16, 2012. The February 2017 EMPr specifically states that prior to the undertaking of any possible listed activities associated with the said EMPr Closure Objectives, a separate EA application will be submitted to the Responsible Authority. The EA, water use license application and supporting studies for pit closure activities are still to be undertaken. However, the current active pit is expected to operate for at least five years prior to closure.

•

An EMPr amendment, which was submitted to the DMRE on April 24, 2020, is still pending a decision. A follow-up meeting was held with the DMRE on January 19, 2021. Although a formal Section 102 is still to be finalized, at the January 19, 2021 meeting, the DMRE conceded that activities under the issued EA can commence, although the DMRE still needs to issue a formal letter regarding this decision.

•

EA applications were submitted in terms of Section 24 of NEMA, 1998 to NWREAD (Rural Environment and Agricultural North West Provincial Department), to authorize a planned PPM housing project, the Magazynskraal portion of the P-S-M Project and the listed activities associated with the EMPr Amendment November 2011, which EA applications were refused by NWREAD in 2017. It must be noted that from December 8, 2014, DMRE and not DEA (NWREAD) is the competent authority to approve an EA application for listed activities in mining areas. The decisions on the aforesaid EA applications are at risk of being invalid. There are still no decisions in place regarding the housing project

172

•

The Sedibelo portion of the P-S-M Project was issued a water use license in 2015, and an amendment application was submitted to the authorities in December 2020 with respect to a road crossing. Although a formal Section 102 is still to be finalized, at the January 19, 2021 meeting, the DMRE conceded that activities under the issued EA can commence, although the DMRE still needs to issue a formal letter regarding this decision.

All required environmental authorizations and permits will need to be in place prior to construction commencing in respect of our expansion projects.

The immediate closure liability for the operation has been assessed to be R422 million relative to a full insurance guarantee facility of R700 million. R1.4 billion is the projected total to be spent on closure and rehabilitation activities through the life of the P-S-M Project. Neither the immediate closure nor end of life closure liability is supported by a mine closure and rehabilitation plan as this has not yet been developed for the operation. However, this bears no impact on our ability to mine.

For more information about the permitting requirements of the P-S-M Project, see Section 16 of the P-S-M Technical Report Summary.

Economic analysis

The economic analysis of the P-S-M Project has been done at an effective level of a pre-feasibility study as defined by subpart 1300 of Regulation S-K, which is more advanced than an initial assessment.

The economic analysis of the P-S-M Project is based on a detailed life-of-mine plan which exploits Probable Mineral Reserves that are derived from Measured and Indicated Mineral Resources. Measured Mineral Reserves at the East Underground Block are converted to Probable Mineral Reserves since we will only declare Proved Mineral Reserves for an underground operation when the required development to support a mining block has been established and the ore block has been sampled. SRK Consulting supports this view.

No Inferred Mineral Resources have been included in the life-of-mine plan nor the cash flow analysis.

The Net Present Value (“NPV”) of the post-tax cash flows for the P-S-M Project at a range of discount values and other financial indicators, based on CRU’s forecast metal prices and ZAR:USD exchange rate, are set forth in the table below. Similar results from the use of three-year trailing averages and spot values at December 31, 2021 are included for comparative purposes.

Item	Units	CRU (2021)		Alternative Price Decks
				Three-year trailing average		Spot (December 31, 2021)
NPV	​	​	​	​	​	​	​
8%	(ZARm)	​	30,945	​	18,481	​	27,610
8.4% (WACC lower limit)	(ZARm)	​	29,830	​	17,348	​	26,142
9.0% (WACC)	(ZARm)	​	28,276	​	15,778	​	24,109
10.7% (WACC upper limit)	(ZARm)	​	24,540	​	12,048	​	19,268
11%	(ZARm)	​	23,968	​	11,483	​	18,534
12%	(ZARm)	​	22,220	​	9,772	​	16,305

173

Item	Units	CRU (2021)		Alternative Price Decks
				Three-year trailing average		Spot (December 31, 2021)
Other Financial Indicators	​	​	​	​	​	​	​
Operating margin	(%)	​	57%	​	54%	​	60%
IRR	(%)	​	N/A	​	25%	​	39%
Total capex	(ZARm)	​	16,889	​	16,791	​	16 889
SIB capex (in opex)	(ZARm)	​	4,978	​	4,978	​	4 978
Peak funding	(ZARm)	​	N/A	​	(6,685)	​	(3,343)
Payback period	(years)	​	—	​	8	​	7
Av. unit cost (incl Royalty)	(ZAR/t RoM)	​	436	​	436	​	436
(Open Pit – average 2022-2025)	(ZAR/​4E oz)	​	29,046	​	29,046	​	29,046
Av. unit cost (incl Royalty)	(ZAR/t RoM)	​	840	​	840	​	840
(U/G – average 2032-2040)	(ZAR/​4E oz)	​	12,495	​	12,534	​	12,694

N/A

not applicable. Cannot be calculated (first year positive) or capital injection not required

Notes:

1.

U/G = underground.

2.

IRR = internal rate of return.

Use of the CRU price deck yields a real terms post-tax NPV at a discount rate of 9.0% of R28.3 billion and an operating margin of 57%. The IRR cannot be determined as the cash flows are positive in each period, i.e. the project is self-funding from the operating profit.

With the use of the three-year trailing average price and exchange rate values at December 31, 2021, an NPV at a discount rate of 9.0% of R15.8 billion, an IRR of 25% and an operating margin of 54% result. Peak funding of R6.68 billion would be required under this price/exchange rate scenario and the pay-back period is shown to be eight years. The spot values at December 31, 2021 yield a real-terms NPV at a discount rate of 9.0% of R24.1 billion and an operating margin of 60%. The average steady-state operating costs are largely unaffected by which price deck is used.

For more information about the various price decks used in the economic analysis, see section 15 of the P-S-M Technical Report Summary.

The sensitivity of the P-S-M Project to changes in revenue (grade, recovery, price/exchange rate) and operating cost (Opex) are shown in the table below.

For more information about the economic analysis of the P-S-M Project, see Section 18 of the P-S-M Technical Report Summary.

174

Mphahlele Project

Overview

The Mphahlele Project is our development stage underground PGM project on the northern part of the Eastern Limb of the Bushveld Complex in South Africa. All of the planned mining activities related to the Mphahlele Project are located on the M’Phatlele farm in the Limpopo Province and will consist initially of a shallow underground mine to be accessed via two low-cost declines. The M’Phatlele farm is located approximately 50 km south of Polokwane. The proposed project area is mainly rural and sufficient land is available for infrastructure, plant and tailings dams. The predominant land uses within and adjacent to the project include residential areas (formal and informal villages under the authority of the Bakgaga Ba Mphahlele Tribal Authority), subsistence dry land agriculture, small-scale commercial agriculture and livestock grazing. The moderate climate means that exploration and mining operations can be undertaken throughout the year, with no extraordinary measures anticipated.

The following map illustrates the Mphahlele Project mining right and the area that it covers:

Location

The co-ordinates for the Mphahlele Project, taken as the center of Portal A, are shown in the following table:

Projection: TM (WGS System) Ellipsoid: WGS 1984 LO 29 East
WGS29 Co-ordinates		Geographical Co-ordinates
Y	X	Latitude	Longitude
-59 768.0320	+2 693 880.1968	24º20’50.21”S	29º35’20.31”E

Ownership

We hold 75% of the mineral rights to the Mphahlele Project.

Mineral rights

The following table summarizes certain information regarding the Mphahlele Project’s mineral rights and properties:

175

Mineral Rights and Properties	Minerals Included in NOMR/NOPR	Holder of Mineral Rights	Interest Held	Status	License Expiration Date	License Area (ha)	Comments
NOMR LP30/5/1/2/2/87MR awarded: The farm Locatie van M’Phatlele 457KS	PGMs, Au. Ag, Cu, Ni Cr excluded	Tameng	75%	Development	02/2038	11,725.0951	NOMR not yet executed. Plan to execute during Q1-2022 SURFACE RIGHTS: Surface is state-owned land.

For more information about the mineral rights associated with the Mphahlele Project, see Section 2.3 of the Mphahlele Technical Report Summary.

Geology and mineralization

The Mphahlele Project is located on the Eastern Limb of the Bushveld Complex.

The two most economically significant PGM mineralized layers of the Bushveld Complex, namely the Merensky Reef and the UG2 Reef, are continuous over hundreds of kilometers. The reefs include varying proportions of PGMs as well as elevated concentrations of nickel, copper and cobalt as base metal sulfides.

There are no outcrops of either reef because a large alluvial fan emanating from the hills of Transvaal sediments to the north covers the Critical Zone on Mphahlele. The two reefs have an average dip of 51° towards the south and are separated on average by 115 m of stratigraphy (190 m vertical separation). The lateral extent of both reef horizons within the project area is approximately 8 km along strike, and has been modelled over a vertical extent of approximately 2 km. The depth extent of the reefs has not been limited by drilling and is open at depth.

For more information about the geology and mineralization of the Bushveld Complex, see “— P-S-M Project — Geology and mineralization.” For more information about the geology and mineralization of the Mphahlele Project assets, see Section 5 of the Mphahlele Technical Report Summary.

Status of exploration, development and operations

Regional mapping and regional aeromagnetic and gravity surveys were undertaken by the South African Geological Survey prior to 1966. Johannesburg Consolidated Investments Ltd (now Anglo Platinum) drilled 24 drill holes in the 1970s — 1980s, but only collar information is available.

Tameng Mining & Exploration Holdings (Pty) Ltd (Tameng) undertook an airborne magnetic and radiometric survey in 2004. Between February 2004 and June 2008, Tameng drilled 220 drillholes with 306 deflections for a total of 71 822 m (inclusive of the deflection holes).

A NOMR (LP30/5/1/2/2/87MR) was awarded to Tameng in February 2008. The Company acquired a controlling interest in Tameng in 2007.

A study for the Mphahlele Project was completed in December 2009. This study envisaged a combined Merensky and UG2 ROM ore mined at 250 ktpm being processed through a single on-site concentrator. Critical reviews followed in 2010 to 2011 and re-engineering of key components was undertaken.

The underground mine layout was redesigned in 2016 to cater for underground crushing and Rados screening (an X-Ray sorting technology that determines the metal concentrations and/or metal ratios, thus classifying the rock as waste or ore). The mine design was modified in 2019 to allow crushing and Rados screening on surface, targeting 105 ktpm ROM ore from the UG2 only.

An integrated study for the exploitation of the Mphahlele Project was completed in December 2020. While the engineering designs for the mining, surface infrastructure, underground infrastructure and ventilation were done to a feasibility study level of confidence, certain aspects do not satisfy the requirements of subpart 1300 of Regulation S-K for a feasibility study, as follows:

176

•

the mine design was changed to allow for partial pillar reclamation on retreat (pre-feasibility study status);

•

the concentrator plant capacity was increased from 115 ktpm to 125 ktpm to allow for processing of all ROM ore if the Rados plant is not available;

•

the capital estimate for the plant was based on a repriced bill of quantities for an 80 ktpm plant which was adapted from the 2009 study and then factored for the 115 ktpm and 125 ktpm plant capacities. These capital estimates include contingencies that are >10% (not at feasibility study status);

•

permitting requirements are identified but not finalized. Environmental and social impact studies and specialist studies still have to be conducted based on the project design (pre-feasibility status);

•

closure planning is limited to a description of the likely activities to be undertaken without any closure risk assessment or detailed closure planning (pre-feasibility status);

•

geotechnical drilling is still required at the boxcuts and along the decline spines for detailed design purposes (pre-feasibility study status); and

•

geotechnical assessment is required for foundation designs at the sites for the plant and tailings storage facility (pre-feasibility study status).

The current exploration program for the Mphahlele Project includes the following:

•

NQ/BQ diamond drilling (to approximately 40 m past the UG2); Four deflections per borehole (three intersections for assay, other for geotechnical and mineralogical studies);

•

Assays;

•

Geotechnical logging and test-work;

•

Downhole geophysics on 25% of the drill holes; and

•

Mineralogical and metallurgical test-work.

The exploration budget for Mphahlele is summarized in the table below (in millions of ZAR):

Property	Total		2023		2024
Portals A and B Decline Project	​	66.5	​	27.8	​	38.7

Property	Total		2025		2026		2027		2028		2029		2031		2034		2035		2036		2037		2038		2039
Mphahlele Deeps	​	247.8	​	39.2	​	39.2	​	39.2	​	58.6	​	44.5	​	27.1	​	3.8	​	23.3	​	26.0	​	25.5	​	22.8	​	19.0

For more information about the exploration, development and operations of the Mphahlele Project assets, see Sections 4, 6 and 22.1 of the Mphahlele Technical Report Summary.

Mining methods, ore processing and infrastructure

Mining methods

Both the Merensky and UG2 Reefs underlie the project lease area. The depth below surface of the two reefs varies across the property, from approximately 47 meters below surface (“mbs”) in the west to approximately 30 mbs in the east (40 mbs on average).

The UG2 extends approximately 8,000 m on strike with an average dip of 51º. Only the UG2 is targeted for production at this stage.

Access to the Block A and Block B mining blocks will be achieved via two portals (Portal A and Portal B, respectively) and declines. Each decline is a single barrel at the portal entrance to accommodate 45 tonne dump trucks and fresh intake ventilation requirements. A second barrel is added just below the portal excavation for trucking considerations, to reduce congestion and improve safety.

177

The ramp declines will be developed at an approximate inclination of 9° (maximum) below horizontal and located some 25 m in the footwall of the UG2.

With the orebody consisting of narrow reefs (1.2 meters - 2.7 meters wide) dipping at 51°, open stoping with sublevel extraction (long-hole open stoping, LHOS) is the most appropriate mining method and was used for mine design purposes. The stoping areas measure 60 m on strike and 54 m on dip (average 51° dip). The stoping block is supported by means of dip pillars (UG2 – 10 meters wide) and sill pillars (6 meters on dip).

Once development of the reef drive is completed, a slot will be developed on dip adjacent to the dip pillar. Mining retreats away from the slot towards the center of the block.

UG2 ore and waste will be trucked from underground to surface and ore will then be loaded on road trucks and transported to the Rados plant at Portal A. Trackless equipment, comprising load-haul-dump (LHD) trucks and both development and long-hole drill rigs, is used. The supporting equipment will make use of cassette carriers and suitable cassettes to provide back-up services to the main development equipment.

The total mine air requirement for UG2 mining in Block A and Block B was estimated at 660 m³/s and 800 m3/s, respectively. Mining has been planned to an average depth of 600 m below surface. With intake raise boreholes from surface direct to the working levels, the design confirms that no cooling will be required down to 700 meters.

Underground infrastructure in both blocks consists of the ventilation network and staged dewatering. A single underground workshop for each mining block will maintain the LHDs and trucks. Daily maintenance and servicing of drill rigs will be done at or near the working place.

Ore processing

Test work was conducted on 16 samples from across Mphahlele Project at Mintek in South Africa. Mintek is regarded as a specialist in the testing of PGM-bearing ores from the Bushveld Complex. The assay laboratory is ISO 17025 accredited. The test work conducted is adequate in defining the process design criteria and understanding the response of the PGMs and deleterious elements. Rados test work for the pre-concentration of the ore has been successful, and only a 3% loss of PGMs will result from a reduction of circa 10% in feed. This will benefit the milling operation in that a significant proportion of the hard siliceous gangue resulting from dilution with hanging wall and footwall will be removed. Ore hardness at the required limiting screen sizes of 150 micrometers and 106 micrometers are typical for UG2 ore. The copper and nickel grades are higher than for a typical UG2, but correlate with observations made on adjoining properties. Recoveries of 85.5%, 52% and 58.6% were reported for the 4E, Cu and Ni respectively at a 4E grade of 180g/t utilizing a mill-float-mill-float (“MF2”) circuit configuration. Chromite grades in concentrate will be within required levels of less than 2% for typical UG2 ores, and the concentrate will meet specifications required by the downstream client. SRK Consulting considered that in designing the concentrator, the findings of the test work have been correctly translated into the process design criteria.

A MF2 flotation circuit with upfront Rados pre-concentration has been proposed to process the 125 ktpm of UG2 ore. The MF2 circuit is regarded as a standard for UG2 concentrators on the Bushveld Complex and is the preferred option to reduce recovery losses in ultrafine particles and reduce the chromite (Cr2O3) in final concentrate. A classical crusher-ball mill circuit has been proposed for the primary mill application. This will reduce the impact of the variability in ore hardness and waste dilution. No novel technology has been used in the circuit. Installed power for the two mills amounts to 7.2 MW, and a total absorbed power in excess of 8.5 MW is estimated for the concentrator. Water consumption will be approximately 0.8 m3 per tonne of ore milled.

Infrastructure

There is currently no infrastructure on site. Sealed roads provide access to within a few kilometers of the project area and link it directly to the towns of Polokwane and Mokopane.

All infrastructure is located south of the UG2 sub-crop, except for the Eskom substation and water reservoirs. This is to avoid impacting on potential future chromite open-pit operations. The main management

178

offices and store, training center, mine workshops, primary crushing and Rados Plant will be located at Portal A. Satellite offices and support surface infrastructure will be located at Portal B. Both portals will have a lamp and crush room, a first aid facility/medical stabilization room, change houses and sewage systems, fuel dispensing container, brake test ramp, dirty water settling dam, pollution control dam, fencing and security.

A temporary power supply of 5 MVA at 33 kV was installed in 2010 and connection fees are paid each month. Bulk power supply to the mine will be at 132 kV from a new Eskom supply point. SPM applied in 2017 for a supply of 46.6 MVA building up to 51 MVA.

Provision is made in the capital expenditure to drill boreholes and extract water initially from aquifers. The South African Department of Water and Sanitation is currently increasing the supply of water to the area for both mining and agriculture by the building of the De Hoop Dam and allowing additional water to be made available from the Flag Boshielo Dam. The raw water supply will consist of a take-off along the Flag Boshielo/Pruizen line at a point called Immerpan. The water will be pumped approximately 30 km to the Baobab operation (Lonmin Platinum Limpopo) and then 18 km to the Mphahlele Project.

For more information about the mining methods, ore processing and infrastructure of the Mphahlele Project, see Sections 12, 13 and 14 of the Mphahlele Technical Report Summary.

Mineral Reserves

All Mineral Reserves for the Mphahlele Project, reported as RoM ore delivered to the surface crusher, have been classified in the probable category. The table below sets forth the Mineral Reserve estimates for the Mphahlele Project at December 31, 2021 attributable to us.

To assess economic viability, SRK Consulting calculated a cut-off grade based on certain mining and processing assumptions. A basket price for all the metals was calculated by weighting each of the three-year trailing average prices by the metal’s contribution to the 4E value for each reef package cut. The contribution of base metals was not considered. A 20% premium over the above basket prices (US$1,269/oz and US$1,936/oz for the Merensky Reef and UG2 Reef, respectively) was used for the cut-off grade calculation.

For more information about the key assumptions, parameters and methods used to estimate Mineral Reserves of the Mphahlele Project assets, see Section 11.1 of the Mphahlele Technical Report Summary.

Area

Reef

Tonnage (Mt)

PGM Grade (g/t)

4E

6E

Pt

Pd

Rh

Ru

Ir

Au

Probable Mineral Reserves

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Mphahlele

​

UG2

​

22.7

​

3.63

​

4.36

​

1.85

​

1.39

​

0.32

​

0.59

​

0.13

​

0.07

Total Mphahlele

​

​

​

22.7

​

3.63

​

4.36

​

1.85

​

1.39

​

0.32

​

0.59

​

0.13

​

0.07

Area

Reef

Tonnage (Mt)

Contained PGM

Base Metal Grade (%)

Contained Base Metal (kt)

(4E Moz)

(6E Moz)

Ni

Cu

Ni

Cu

Probable Mineral Reserves

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Mphahlele

​

UG2

​

22.7

​

2.66

​

3.18

​

0.088%

​

0.050%

​

20.0

​

11.4

Total Mphahlele

​

​

​

22.7

​

2.66

​

3.18

​

0.088%

​

0.050%

​

20.0

​

11.4

Notes:

1.

Mineral Reserves, as RoM ore delivered to the surface crusher, are reported on an attributable basis with only the 75% attributable to the Company included, and in accordance with subpart 1300 of Regulation S-K.

2.

Mineral Reserves are based on various modifying factors and assumptions and may need to be revised if any of these factors and assumptions change.

179

3.

Mineral Reserves should not be interpreted as assurances of economic life.

4.

Mineral Reserves are reported at a cut-off grade of 2.3 g/t 4E; therefore the entire UG2 orebody, excluding the Inferred Mineral Resource portion, is mined as the in-situ grades are higher than 2.3 g/t 4E.

5.

Mineral Reserves are reported at a cut-off grade of 2.3 g/t 4E based on a 4E basket price of US$1,936/oz and a plant recovery of 83%.

6.

1 troy ounce = 31.1034768 g.

7.

Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.

Mineral Resources (Exclusive of Mineral Reserves)

The table below sets forth the Measured, Indicated and Inferred Mineral Resource estimates for the Mphahlele Project at December 31, 2021 attributable to us. The in-situ Mineral Resources are reported exclusive of any Mineral Reserves that may be derived from them.

To assess the prospects of economic extraction, SRK Consulting calculated a cut-off grade based on certain mining and processing assumptions. A basket price for all the metals was calculated by weighting each of the three-year trailing average prices by the metal’s contribution to the 4E value for each reef package cut. The contribution of base metals was not considered. A 20% premium over the above basket prices (US$1,989/oz and US$2,797/oz for the Merensky Reef and UG2 Reef, respectively) was used for the cut-off grade calculation.

For more information about the key assumptions, parameters and methods used to estimate Mineral Resources of the Mphahlele Project assets, see Section 10.1 of the Mphahlele Technical Report Summary.

​

Reef

Tonnage (Mt)

Reef Width (m)

PGM Grade (g/t)

4E

6E

Pt

Pd

Rh

Au

Ir

Ru

Measured Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Merensky

​

0.6

​

1.20

​

3.00

​

3.80

​

1.65

​

0.99

​

0.08

​

0.30

​

0.12

​

0.68

​

UG2

​

0.3

​

1.12

​

5.12

​

6.14

​

2.62

​

1.96

​

0.43

​

0.10

​

0.18

​

0.84

Total Measured Mineral Resources

​

​

0.9

​

​

​

3.61

​

4.47

​

1.92

​

1.27

​

0.18

​

0.24

​

0.14

​

0.73

​

6E prill

​

​

​

​

​

​

​

​

​

43.01%

​

28.31%

​

4.00%

​

5.38%

​

3.06%

​

16.25%

Indicated Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Merensky

​

12.1

​

1.36

​

3.00

​

3.75

​

1.65

​

0.99

​

0.08

​

0.28

​

0.11

​

0.64

​

UG2

​

3.2

​

1.37

​

5.06

​

6.06

​

2.57

​

1.95

​

0.44

​

0.10

​

0.18

​

0.82

Total Indicated Mineral Resources

​

​

15.3

​

​

​

3.43

​

4.23

​

1.84

​

1.19

​

0.15

​

0.24

​

0.13

​

0.68

​

6E prill

​

​

​

​

​

​

​

​

​

43.53%

​

28.13%

​

3.60%

​

5.70%

​

2.96%

​

16.06%

Inferred Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Merensky

​

23.3

​

1.46

​

3.12

​

3.91

​

1.71

​

1.04

​

0.08

​

0.29

​

0.12

​

0.67

​

UG2

​

25.6

​

1.28

​

5.11

​

6.12

​

2.59

​

1.98

​

0.44

​

0.10

​

0.18

​

0.83

Total Inferred Mineral Resources

​

​

48.9

​

​

​

4.16

​

5.06

​

2.17

​

1.53

​

0.27

​

0.19

​

0.15

​

0.75

​

6E prill

​

​

​

​

​

​

​

​

​

42.82%

​

30.28%

​

5.31%

​

3.76%

​

2.97%

​

14.87%

Total Resources

​

​

65.0

​

1.36

​

3.98

​

4.86

​

2.09

​

1.45

​

0.24

​

0.20

​

0.14

​

0.74

​

​

​

​

​

​

​

​

​

​

​

42.94%

​

29.83%

​

4.96%

​

4.17%

​

2.97%

​

15.14%

180

​

Reef

Tonnage (Mt)

Reef Width (m)

Contained PGM (Moz)

Base Metal Grade (%)

Contained Base Metal (t)

4E

6E

Ni

Cu

Ni

Cu

Measured Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Merensky

​

0.6

​

1.20

​

0.06

​

0.08

​

0.21

​

0.12

​

1,280

​

763

​

UG2

​

0.3

​

1.12

​

0.04

​

0.05

​

0.12

​

0.08

​

298

​

198

Total Measured Mineral Resources

​

​

0.9

​

​

​

0.10

​

0.13

​

0.18

​

0.11

​

1,579

​

961

​

6E prill

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Indicated Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Merensky

​

12.1

​

1.36

​

1.17

​

1.46

​

0.20

​

0.12

​

23,851

​

14,218

​

UG2

​

3.2

​

1.37

​

0.51

​

0.62

​

0.12

​

0.07

​

3,829

​

2,270

Total Indicated Mineral Resources

​

​

15.3

​

​

​

1.68

​

2.08

​

0.18

​

0.11

​

27,680

​

16,488

​

6E prill

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Inferred Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Merensky

​

23.3

​

1.46

​

2.33

​

2.92

​

0.20

​

0.12

​

46,164

​

27,681

​

UG2

​

25.6

​

1.28

​

4.20

​

5.04

​

0.12

​

0.07

​

29,926

​

18,883

Total Inferred Mineral Resources

​

​

48.9

​

​

​

6.54

​

7.96

​

0.16

​

0.10

​

76,090

​

46,564

​

6E prill

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total Resources

​

​

65.0

​

1.36

​

8.32

​

10.16

​

0.16

​

0.10

​

105,349

​

64,012

Notes:

1.

Mineral Resources are not Mineral Reserves. There is no certainty that any part of the Mineral Resources will be converted to Mineral Reserves.

2.

The in-situ Mineral Resources are reported on an attributable basis, with only the 75% attributable to the Company included.

3.

The in-situ Mineral Resources are reported exclusive of any Mineral Reserves that may be derived from them.

4.

1 troy ounce = 31.1034768 g.

5.

The in-situ Mineral Resources are reported above a cut-off of 1.63 g/t 4E for the Merensky Reef and 1.38 g/t 4E for the UG2 Reef.

6.

The cut-off grades are based on 4E basket prices of US$1,989/oz and US$2,797/oz and plant recovery factors of 87% and 83% for the Merensky and UG2 respectively.

7.

Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.

Capital and operating cost estimates

Capital cost estimates

The table below sets forth a summary of the estimated capital cost of the Mphahlele Project, based on a 2020 study and re-costed to December 31, 2021.

181

In accordance with our accounting policy, operating cost up to steady-state production levels in the underground operations is capitalized. Capitalized operating cost accounts for R5.68 billion in the total estimated capital cost shown in the table below.

Item	Units		Total
Exploration	​	(ZARm)	​	66
Pre-implementation	​	(ZARm)	​	265
Mining	​	(ZARm)	​	5,448
Surface infrastructure	​	(ZARm)	​	759
Services (surface infrastructure)	​	(ZARm)	​	545
Metallurgical processing	​	(ZARm)	​	2,872
Contingency	​	(ZARm)	​	968
Mphahlele Total Capital	​	(ZARm)	​	10,923

Contingencies were added to the various items depending on the level of engineering confidence. The metallurgical capex includes contingencies of >10%. The contingency included in the capitalized Opex is 5%. The overall contingency averages 9.75% for the total project.

The table below set forth our annual capital cost estimates for the Mphahlele Project.

Item	Units	Total		2022		2023		2024		2025		2026		2027		2028
Exploration	(ZARm)	​	66	​	—	​	28	​	39	​	—	​	—	​	—	​	—
Pre Implementation	(ZARm)	​	265	​	9	​	47	​	83	​	40	​	41	​	40	​	7
Mining	(ZARm)	​	5,448	​	—	​	—	​	541	​	753	​	1,255	​	1,614	​	1,284
Surface Infrastructure	(ZARm)	​	759	​	—	​	5	​	153	​	415	​	117	​	48	​	21
Surface services, water, power etc.	(ZARm)	​	545	​	—	​	29	​	213	​	151	​	43	​	67	​	41
Metallurgical Processing	(ZARm)	​	2,872	​	—	​	—	​	666	​	1,421	​	232	​	282	​	271
Contingency	(ZARm)	​	968	​	1	​	11	​	233	​	418	​	103	​	114	​	89
Total Capital	(ZARm)	​	10,923	​	9	​	120	​	1,928	​	3,198	​	1,791	​	2,165	​	1,713

Operating cost estimates

The table below sets forth a summary of operating cost for the underground mining for the Mphahlele Project. Year 2031 is used to illustrate the unit operating cost for the combined production from Blocks A and B.

The operating cost for the underground operations has been derived from first principles and zero-based budgeting processes. The estimation has an accuracy level of ±25%. A general contingency of 5% is included in the estimation.

Item	Units	Underground (Year 2031)
RoM ore mined	(Mt)	​	1.59
Mining Opex	(ZAR/t RoM)	​	798
Processing Opex	(ZAR/t RoM)	​	235
G&A Opex	(ZAR/t RoM)	​	236
SIB Opex	(ZAR/t RoM)	​	54
Smelting and Refining Opex	(ZAR/t RoM)	​	89
Total	(ZAR/t RoM)	​	1,412

For more information about the capital and operating cost estimates of the Mphahlele Project, see Section 17 of the Mphahlele Technical Report Summary.

182

Permitting requirements

The NOMR for the Mphahlele Project was granted based on an approved EMPr. To reflect the changed project description, the approved Mphahlele EIA and EMPr will require update and environmental authorization prior to construction commencing. An application for a water use license for the water uses is also required. The relevant specialist studies will need to be updated accordingly.

All required environmental authorizations and permits will need to be in place prior to construction commencing in respect of the Mphahlele Project.

The anticipated closure liability for the various aspects is based on work in the 2020 study. No rehabilitation and closure plan has been developed for the project and closure risks have not yet been identified. The end of life-of-mine closure costing is based on preliminary conceptual closure criteria with an estimated liability (R361 million in June 2021). However, this bears no impact on our ability to mine.

For more information about the permitting requirements of the Mphahlele Project, see Section 16 of the Mphahlele Technical Report Summary.

Economic analysis

The economic analysis of the Mphahlele Project has been done at an effective level of a pre-feasibility study as defined by subpart 1300 of Regulation S-K, which is more advanced than an initial assessment.

The economic analysis of the Mphahlele Project is based on a detailed life-of-mine plan which exploits Probable Mineral Reserves that are derived from Measured and Indicated Mineral Resources. Measured Mineral Resources are converted to Probable Mineral Reserves due to mining confidence. We will only declare Proved Mineral Reserves for an underground operation when the required development to support a mining block has been established and the ore block has been sampled.

The Net Present Value (“NPV”) of the post-tax cash flows for the Mphahlele Project at a range of discount values and other financial indicators, based on CRU’s forecast metal prices and ZAR:USD exchange rate, are set forth in the table below. Similar results from the use of three-year trailing averages and spot values at December 31, 2021 are included for comparative purposes.

Item	Units	CRU (2021)		Alternative Price Decks
				Three-year trailing average		Spot (December 31, 2021)
NPV	​	​	​	​	​	​	​
8%	(ZARm)	​	7,539	​	7,660	​	10,951
8.4% (WACC lower limit)	(ZARm)	​	7,019	​	7,095	​	10,234
9.0% (WACC)	(ZARm)	​	6,297	​	6,312	​	9,241
10.7% (WACC upper limit)	(ZARm)	​	4,584	​	4,461	​	6,885
11%	(ZARm)	​	4,325	​	4,182	​	6,529
12%	(ZARm)	​	3,541	​	3,341	​	5,454
Other Financial Indicators	​	​	​	​	​	​	​
Operating margin	(%)	​	45%	​	47%	​	51%
IRR	(%)	​	20%	​	19%	​	23%
Peak funding	(ZARm)	​	5,921	​	6,814	​	6,475
Payback period	(years)	​	8	​	9	​	8
Av. unit cost (incl. Royalty)	(ZAR/t milled)	​	1,736	​	1,749	​	1,777
(U/G – average 2032-2040)	(ZAR/4E oz)	​	14,267	​	14,373	​	14,606

183

Notes:

1.

U/G = underground.

2.

IRR = internal rate of return.

Use of the CRU price deck yields a post-tax NPV at a discount rate of 9.0% of R6.30 billion, an operating margin of 45% and an IRR of 20%. Peak funding of R5.92 billion is projected with a payback of eight years. The average LoM steady-state underground operating costs are R1,736/t milled and R14,267/oz 4E.

With the use of the three-year trailing average price and exchange rate values at December 31, 2021, an NPV at a discount rate of 9.0% of R6.31 billion, an IRR of 19% and an operating margin of 47% result. Peak funding of R6.81 billion would be required under this price/exchange rate scenario and the pay-back period is shown to be nine years. The average steady-state operating costs are largely unaffected by which price deck is used.

For more information about the various price decks used in the economic analysis, see section 15 of the Mphahlele Technical Report Summary.

The sensitivity of the Mphahlele Project to changes in revenue (grade, recovery, price/exchange rate) and operating cost are shown in the table below.

The financial results and twin sensitivities reflect 100% of the Mphahlele Project and not the 75% attributable to the Company.

For more information about the economic analysis of the Mphahlele Project, see Section 18 of the Mphahlele Technical Report Summary.

Kruidfontein Project

Overview

The Kruidfontein Project is our exploration stage PGM project to mine the Kruidfontein region, which is located on the Western Limb of the Bushveld Complex in South Africa. The Kruidfontein Project envisages production from an underground mine serviced by a twin vertical shaft system. The Kruidfontein Project is located approximately 130 km northwest of Johannesburg and 45 km north of Rustenburg. Platinum mining activities in the vicinity as well as proximity to the Pilanesberg National Park and Sun City complex, have ensured a comprehensive infrastructure of roads, power and telecommunications in the region. The Kruidfontein Project lies southeast and east of the Magazynskraal farm, which forms part of the P-S-M Project. The moderate climate means that exploration and mining operations can be undertaken throughout the year, with no extraordinary measures anticipated.

For a map illustrating the Kruidfontein Project mining right and the area that it covers, see “— P-S-M Project — Overview.”

Location

The co-ordinates for the Kruidfontein Project, taken as the center of the new order prospecting right (NOPR), are shown in the following table:

184

Projection: TM (WGS System) Ellipsoid: WGS 1984 LO 27 East
WGS27 Co-ordinates		Geographical Co-ordinates
Y	X	Latitude	Longitude
14 126.729	-2 778 612.377	25º06’47.89”S	27º08’24.24”E

Ownership

We hold 100% of the mineral rights to the Kruidfontein Project.

Mineral rights

The following table summarizes certain information regarding the Kruidfontein Project’s mineral rights and properties:

Asset	Mineral Rights and Properties	Minerals Included in NOMR/​ NOPR	Holder of Mineral Rights	Status	License Expiration Date	License Area (ha)	Comments
Kruidfontein	NOPR NW30/5/1/1/3/2/1/998PR (renewed as NW30/5/1/2/10259PR): The farm Kruidfontein 40JQ Rem and Ptns 1, 2 of the farm Middelkuil 8JQ Rem and Ptns 1, 2 of the farm Modderkuil 39JQ	All precious and base metals, PGMs, Au, Cu, Ni, Co, Cr	PPM (C&L Mining) (100% interest)	Exploration	08/2017	10,007.2343	Section 11(2) transfer of controlling interest in C&L Mining to PPM received during December 2014. Section 102 application in terms of MPRDA to incorporate the NOPR into the Sedibelo NOMR NW30/5/1/2/2/333MR submitted in May 2017 Grant still pending
	MRA NW30/5/1/2/2/10120MR: accepted by DMRE on 13 July 2017				Pending EMP submission		Application for mining right still pending submission of EMP. Work for a consolidated EMP for Sedibelo, Magazynskraal and Kruidfontein has commenced
	​	​	​	​	​	​	SURFACE RIGHTS: Surface is state owned land

Notes:

Ptn

portion

Rem

remainder

For more information about the mineral rights associated with the Kruidfontein Project, see Section 2.3 of the Kruidfontein Technical Report Summary.

Geology and mineralization

The Kruidfontein Project is located on the Western Limb of the Bushveld Complex.

The two most economically significant PGM mineralized layers of the Bushveld Complex, namely the Merensky Reef and the UG2 Reef, are continuous over hundreds of kilometers. The reefs include varying proportions of PGMs as well as elevated concentrations of nickel, copper and cobalt as base metal sulfides.

The Western Limb of the Bushveld Complex is subdivided into two sectors separated by the younger Pilanesberg alkaline intrusive complex: the northern Swartklip sector and the southern Rustenburg sector. In the Swartklip sector where the Kruidfontein Project is located, the Upper Critical Zone stratigraphy between the UG2 Reef and Merensky Reef is significantly telescoped, ranging in thickness between 12 and 25 m, compared with a thickness of 120 m or more in other parts of the Bushveld Complex. The Merensky Reef belongs uniformly to the Regional Pothole (PUP) facies throughout the project area.

185

For more information about the geology and mineralization of the Bushveld Complex, see “— P-S-M Project — Geology and mineralization.” For more information about the geology and mineralization of the Kruidfontein Project assets, see Section 5 of the Kruidfontein Technical Report Summary.

Status of exploration, development and operations

Regional geological mapping was carried out by the Council for Geoscience of South Africa in 1974.

A single drill hole was drilled on Kruidfontein in the early 1990s by JCI Ltd. In December 2007, a helicopter-borne magnetic gradient and radiometric survey was flown over the property. Two-dimensional seismic surveys totaling 13.9 km over two traverse lines were completed in November 2008. Between September 2008 and February 2010, 28 drill holes were drilled on the property. During 2010, C&L Mining (Pty) Ltd (“C&L Mining”), a subsidiary of Afarak Platinum Holdings (Pty) Ltd, commissioned the compilation of a structural model, a competent person’s report including Mineral Resource estimate and concept study for the project. PPM acquired C&L Mining in 2014.

The planned exploration activities for the Kruidfontein Project are as follows:

•

At least 50 drill holes to achieve 500 m drillhole spacing and thereby upgrade the Mineral Resource from Inferred to Indicated as well as for structural geology;

•

Five shaft drillholes;

•

Four deflections per borehole to intersect all reefs;

•

Three Intersections sampled for assay. The remaining two intersections available for metallurgical, mineralogical and geotechnical testwork; and

•

A 3D seismic survey to assist in structural interpretation and placing of diamond drill holes.

The timing of the exploration program and budget addresses the phased development of the Kruidfontein Project per the consolidated mine design for the Sedibelo (Wilgespruit), Magazynskraal and Kruidfontein. The exploration budget for Kruidfontein for 2028 to 2050 is summarized in the table below (in millions of ZAR). No exploration prior to 2028 is anticipated.

Property	Total		2028		2031		2032		2033		2045		2046		2047		2048		2049		2050
Kruidfontein (total)	​	453.1	​	31.3	​	104.2	​	128.1	​	27.3	​	27.4	​	31.3	​	23.4	​	25.0	​	25.0	​	30.0

For more information about the exploration, development and operations of the Kruidfontein Project assets, see Sections 4, 6 and 22.1 of the Kruidfontein Technical Report Summary.

Mining methods, ore processing and infrastructure

Mining methods

Access to the underground resources would be via twin vertical shafts to enable mining from a depth of approximately 1,100 meters to 2,200 meters below surface. The 2010 concept study envisaged that the vertical shafts (one for ore, men and materials; one as dedicated upcast ventilation) would be sunk to below the reef plane which would connect to decline systems with conveyor belts and chairlifts in the footwall of the reef plane. Two sets of dual shaft systems were proposed, with the first shaft system extracting 40% of the mineable ore with the second shaft system extracting the remaining 60%.

Given the depth of mining, a refrigeration plant with a minimum of 24 MW cooling power was incorporated into the project design. A conventional breast mining layout was selected for stoping on reef, with mechanized development in the footwall utilizing a localized hydropower system. The underground mining operation is planned to have a production rate of 160 ktpm RoM ore at steady state, from either the Merensky or UG2 Reefs due to the vertical distance between the two reefs being on average <15 m.

SRK Consulting considered the vertical shaft access system and selected mining/development methods appropriate for the exploitation of the UG2 or Merensky Reefs at the Kruidfontein Project.

186

Ore processing

A dedicated concentrator was included in the project scope, assumed to handle a single feed of 160 ktpm of either Merensky or UG2 RoM ore.

Average 6E plant recoveries of 75% and 79% for UG2 and Merensky ore respectively were assumed, which are reasonable for evaluation purposes.

Infrastructure

The infrastructure described in the 2010 concept study consists of two surface vertical shaft complexes, one with shallow shafts to access the shallower resources (Phase 1) and the other with deep shafts (Phase 2) to access the deeper resources. Each complex consists of a man/material/rock shaft and a ventilation shaft.

The project scope included the provision of surface infrastructure and ore handling facilities required to support the underground mine and concentrator, together with access roads and supply of bulk services (power and water). Provision was also made for the construction of single-quarter type housing and recreational facilities for approximately 1,000 semi-skilled employees.

The surface infrastructure is appropriate for vertical shaft complexes.

For more information about the mining methods, ore processing and infrastructure of the Kruidfontein Project, see Sections 12, 13 and 14 of the Kruidfontein Technical Report Summary.

Mineral Reserves

There were no Mineral Reserves declared for the Kruidfontein Project at December 31, 2021.

Mineral Resources (Exclusive of Mineral Reserves)

The table below sets forth the in-situ Inferred Mineral Resource estimates for the Kruidfontein Project at December 31, 2021. Mineral Resources are reported exclusive of any Mineral Reserves that may be derived from them.

To assess the prospects of economic extraction, SRK Consulting calculated a cut-off grade based on certain mining and processing assumptions. A basket price for all the metals was calculated by weighting each of the three-year trailing average prices by the metal’s contribution to the 4E value for each reef package cut. The contribution of ruthenium, iridium and base metals was not considered. A 20% premium over the above basket prices (US$2,982/oz and US$2,206/oz for the UG2 Reef and PUP Reef, respectively) was used for the cut-off grade calculation.

For more information about the key assumptions, parameters and methods used to estimate Mineral Resources of the Kruidfontein Project assets, see Section 10.1 of the Kruidfontein Technical Report Summary.

Resource Area

Reef

Tonnage (Mt)

Reef Width (cm)

PGE Grade (g/t)

4E

Pt

Pd

Rh

Au

Ru

Ir

Inferred Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

PUP

​

58.4

​

1.14

​

8.12

​

5.22

​

2.21

​

0.43

​

0.25

​

0.68

​

0.12

​

6E prill

​

​

​

​

​

​

​

58%

​

25%

​

5%

​

3%

​

8%

​

1%

Inferred Mineral Resources

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

UG2

​

90.4

​

1.41

​

5.52

​

3.40

​

1.41

​

0.64

​

0.07

​

1.01

​

0.23

​

6E prill

​

​

​

​

​

​

​

50%

​

21%

​

10%

​

1%

​

15%

​

3%

Total Inferred Mineral Resources

​

​

148.8

​

​

​

6.54

​

4.11

​

1.72

​

0.56

​

0.14

​

0.88

​

0.19

​

​

​

​

​

​

​

​

​

54%

​

23%

​

7%

​

2%

​

12%

​

2%

187

Resource Area

Reef

Tonnage (Mt)

Reef Width (cm)

Contained PGMs

Base Metal Grade (%)

Contained Base Metal (kt)

(4E Moz)

(6E Moz)

Ni

Cu

Ni

Cu

Inferred Mineral Resource

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

PUP

​

58.4

​

1.14

​

15.22

​

16.70

​

0.239

​

0.0779

​

139.53

​

45.47

​

6E prill

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Inferred Mineral Resource

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

UG2

​

90.4

​

1.41

​

16.03

​

19.63

​

0.0637

​

0.0029

​

57.6

​

2.64

​

6E prill

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total Inferred Mineral Resources

​

​

148.8

​

​

​

31.25

​

36.33

​

0.132

​

0.032

​

197.13

​

48.11

Notes:

(1)

Mineral Resources are not Mineral Reserves and do not meet the threshold for reserve modifying factors, such as estimated economic viability, that would allow conversion to Mineral Reserves. There is no certainty that any part of the Mineral Resources will be converted into Mineral Reserves.

(2)

The in-situ Mineral Resources are reported exclusive of any Mineral Reserves that may be derived from them. There are no Mineral Reserves declared for the Kruidfontein Project.

(3)

1 troy ounce = 31.1034768 g.

(4)

There are no UG2 Mineral Resources below the determined 4E cut-off grade of 2.97 g/t.

(5)

Strict application of the PUP 4E cut-off grade of 4.85 g/t will result in the exclusion of less than 1% of the PUP Mineral Resources.

(6)

The cut-off grades are based on 4E basket prices of US$2,982/oz and US$2,206/oz and plant recovery factors of 75% and 79% for the UG2 and PUP respectively.

(7)

Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.

Capital and operating cost estimates

Capital cost estimates

The table below sets forth a summary of the estimated capital cost of the Kruidfontein Project based on the 2010 concept study and re-costed to December 31, 2021 (average 4.5% per annum per annual inflation indices).

Description	Units		Concept Study Dec’10		Escalated Dec’21
Phase 1:	​	​	​	​	​	​
Surface	​	(ZARm)	​	1,030	​	1,635
Main Shaft	​	(ZARm)	​	1,853	​	2,942
Vent Shaft	​	(ZARm)	​	786	​	1,248
Develop inc Raises	​	(ZARm)	​	406	​	645
Concentrator & TSF	​	(ZARm)	​	883	​	1,402
Indirects & Contingency	​	(ZARm)	​	2,373	​	3,767
Phase 1 Project Capital	​	(ZARm)	​	7,331	​	11,638

188

Description	Units		Concept Study Dec’10		Escalated Dec’21
Phase 2:	​	​	​	​	​	​
Surface	​	(ZARm)	​	592	​	940
Main Shaft	​	(ZARm)	​	1,780	​	2,826
Vent Shaft	​	(ZARm)	​	836	​	1,327
Develop inc Raises	​	(ZARm)	​	536	​	851
Concentrator & TSF	​	(ZARm)	​	—	​	—
Indirects & Contingency	​	(ZARm)	​	834	​	1,324
Phase 2 UG2 Project Capital	​	(ZARm)	​	4,578	​	7,268
Total UG2 Project Capital	​	(ZARm)	​	11,909	​	18,906

Operating cost estimates

The operating costs for mining of the UG2 and Merensky at the Kruidfontein Project as included in the 2010 concept study and re-costed to December 31, 2021.are set forth in the table below. Costs have been escalated by an average of 4.5% per annum (per annual inflation indices) except for labor and power costs which have increased by 200% and 350%, respectively over the last 10 years.

Description	Units		Concept Study Dec’10				Escalated Dec’21
			UG2		Merensky		UG2		Merensky
Labor	​	(R/tRoM)	​	429	​	545	​	858	​	1,090
Fuel/Maintenance TMM	​	(R/tRoM)	​	34	​	43	​	54	​	69
Power	​	(R/tRoM)	​	81	​	102	​	282	​	358
Water	​	(R/tRoM)	​	15	​	19	​	24	​	30
Explosives	​	(R/tRoM)	​	41	​	52	​	65	​	83
Drill Steel	​	(R/tRoM)	​	33	​	42	​	52	​	67
Support	​	(R/tRoM)	​	24	​	31	​	38	​	48
Stores	​	(R/tRoM)	​	68	​	87	​	109	​	138
Maintenance	​	(R/tRoM)	​	88	​	111	​	139	​	177
Backfill	​	(R/tRoM)	​	100	​	127	​	—	​	—
Fridge Plant power	​	(R/tRoM)	​	8	​	10	​	27	​	34
Fridge plant maintenance	​	(R/tRoM)	​	5	​	6	​	8	​	10
Vertical shaft operating	​	(R/tRoM)	​	15	​	19	​	24	​	30
Plant & tailings	​	(R/tRoM)	​	120	​	153	​	191	​	242
Total Working Cost	​	(R/tRoM)	​	1,060	​	1,347	​	1,869	​	2,376
Contingency (20%)	​	(R/tRoM)	​	​	​	​	​	374	​	475
Total Opex including contingency	​	(R/tRoM)	​	1,060	​	1,347	​	2,243	​	2,851

For more information about the capital and operating cost estimates of the Kruidfontein Project, see Section 17 of the Kruidfontein Technical Report Summary.

Permitting requirements

The Kruidfontein Project has an approved environmental management program for prospecting.

A mining right application (MRA) accepted by the DMRE in July 2017 was part of the Section 102 application to consolidate the three separate mineral rights (Sedibelo, Magazynskraal and Kruidfontein) into a single mining right under IBMR, a subsidiary of the Company.

An EIA process was initiated by SLR Consulting late in 2020 as part of the Section 102 application. The intent is to exploit the Kruidfontein Mineral Resources by using the existing PPM facilities and the approved footprint on Wilgespruit, so that only shaft infrastructure to support mining on Kruidfontein will

189

be required. The MRA will remain pending until the results of the EIA process together with an EMPr in respect of the Section 102 consolidation application have been submitted and authorization is granted.

All required environmental authorizations and permits will need to be in place prior to construction commencing in respect of the Kruidfontein Project.

For more information about the permitting requirements of the Kruidfontein Project, see Section 16 of the Kruidfontein Technical Report Summary.

Economic analysis

The economic analysis of the Kruidfontein Project should be treated as preliminary in nature since it is based on a concept study, or initial assessment (nominal capex and opex accuracy of ±50% and contingency of ≤25%), undertaken on Inferred Mineral Resources that are considered too speculative geologically to have modifying factors applied to them. The economic analysis relies on a life-of-mine production schedule that is 100% derived from Inferred Mineral Resources which are of insufficient confidence to provide certainty that the conclusions presented herein or the results of the economic analysis will be realized.

The results of the economic analysis are derived solely from Inferred Mineral Resources. There is no guarantee that any of the Inferred Mineral Resources would upgrade to Indicated Mineral Resources with continued exploration, nor that all the Inferred Mineral Resources would be economically extractable. The implied life-of-mine plans presented herein should not be interpreted as assurances of potential economic life of the Kruidfontein Project.

The initial assessment evaluated the Kruidfontein Project with two separate production plans, one for the UG2 and a second for the Merensky.

The Net Present Value (“NPV”) of the post-tax cash flows for the UG2 and Merensky techno-economic models (“TEMs”) at a range of discount values and other financial indicators, based on the three-year trailing average prices and ZAR:USD exchange rate, are set forth in the tables below. Similar results from the use of alternative price decks are included for comparative purposes.

UG2 TEM

Item	Units	Three-year trailing average		Alternative Price Decks
				Spot (December 31, 2021)		CRU (2021)
NPV	​	​	​	​	​	​	​
8%	(ZARm)	​	4,142	​	9,898	​	3,668
8.4% (WACC lower limit)	(ZARm)	​	3,480	​	8,844	​	3,043
9.0% (WACC)	(ZARm)	​	2,605	​	7,446	​	2,219
10.7% (WACC upper limit)	(ZARm)	​	735	​	4,411	​	457
11%	(ZARm)	​	478	​	3,988	​	216
12%	(ZARm)	​	(257)	​	2,766	​	(474)
Other Financial Indicators	​	​	​	​	​	​	​
Operating margin	(%)	​	42.4%	​	51.3%	​	41.4%
IRR	(%)	​	11.6%	​	15.6%	​	11.3%
Project Capex	(ZARm)	​	19,607	​	19,607	​	19,607
SIB Capex	(ZARm)	​	13,808	​	13,808	​	13,808
Peak funding	(ZARm)	​	(10,923)	​	(10,474)	​	(10,656)
Payback period	(years)	​	13	​	12	​	13
Av. LoM unit cost (incl Royalty)	(ZAR/t milled)	​	2,412	​	2,494	​	2,403
​	(ZAR/6E oz)	​	17,431	​	18,029	​	17,372

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Note:

1.

IRR = internal rate of return.

Merensky TEM

Item	Units	Three-year trailing average		Alternative Price Decks
				Spot (December 31, 2021)		CRU (2021)
NPV	​	​	​	​	​	​	​
8%	(ZARm)	​	3,043	​	8,239	​	(325)
8.4% (WACC lower limit)	(ZARm)	​	2,473	​	7,357	​	(695)
9.0% (WACC)	(ZARm)	​	1,709	​	6,169	​	(1,185)
10.7% (WACC upper limit)	(ZARm)	​	35	​	3,518	​	(2,229)
11%	(ZARm)	​	(199)	​	3,140	​	(2,370)
12%	(ZARm)	​	(874)	​	2,037	​	(2,768)
Other Financial Indicators	​	​	​	​	​	​	​
Operating margin	(%)	​	39.4%	​	47.2%	​	33.0%
IRR	(%)	​	10.7%	​	14.7%	​	7.7%
Project Capex	(ZARm)	​	19,607	​	19 607	​	19 607
SIB Capex	(ZARm)	​	11,066	​	11 066	​	11 066
Peak funding	(ZARm)	​	11,713	​	11 270	​	11 969
Payback period	(years)	​	15	​	13	​	17
Av. LoM unit cost (incl Royalty)	(ZAR/t milled)	​	3,032	​	3 114	​	2 980
​	(ZAR/6E oz)	​	15,747	​	16 171	​	15 474

Note:

1.

IRR = internal rate of return.

For more information about the various price decks used in the economic analysis, see section 15 of the Kruidfontein Technical Report Summary.

The twin-sensitivities of the NPV of the post-tax cash flows for the Kruidfontein Project to changes in revenue (grade, price/exchange rate, plant recoveries) and operating cost for the UG2 and Merensky production plans are shown in the tables below.

UG2 TEM

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Merensky TEM

For more information about the economic analysis of the Kruidfontein Project, see Section 18 of the Kruidfontein Technical Report Summary.

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REGULATORY OVERVIEW

Given that we operate in a highly regulated environment, our operations are subject to oversight and monitoring by various regulatory authorities that have broad administrative and discretionary powers over us. In addition to the general corporate and commercial law regulations, we are subject to comprehensive South African mining laws and regulations. We are also subject to other South African laws and regulations relating to competition, environmental protection, land expropriation, labor and data protection.

The principal laws and regulations to which we subject are set out below. Certain terms used in this section are defined under “Glossary of Terms.”

Corporate law

As a company incorporated in Guernsey, the Company is governed by the Companies Law. The Companies Law differs in certain material respects from laws applicable to U.S. companies incorporated in the State of Delaware. For a summary of significant differences between the rights of our shareholders under applicable Guernsey law and the provisions of the Delaware General Corporation Law applicable to U.S. companies incorporated in Delaware and their shareholders, see “Description of Share Capital — Principal Differences between Guernsey and Delaware Corporate Law.”

As a foreign company in South Africa, the Company is subject to Chapter 4 of the South African Companies Act No. 71 of 2008 (as amended from time to time) (the “South African Companies Act”), which regulates public offerings of securities. Once publicly listed in South Africa, the Company will be regulated by, among other things:

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the FMA which is aimed at reducing systemic risk in financial markets by regulating market abuse and market manipulation while promoting international competitiveness; and

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the JSE Listings Requirements, published under the FMA, which regulate, among other things, the relationship between the JSE and the issuer of listed securities and sets out the JSE’s rules for such issuers, including the conditions for listing, the methods of listing securities on the exchange, and continuing obligations once listed such as those governing corporate actions.

Members of the Group incorporated in South Africa are subject to the South African Companies Act, which regulates, among other things, the incorporation, registration, management and reporting requirements applicable to corporate actions such as acquisitions, disposals, financial assistance, share transactions and insolvencies.

In addition, after the completion of this offering, the Company will become subject to certain reporting requirements of the Exchange Act and the rules and regulations of the SEC and the NYSE. The Company will also be subject to various other regulatory requirements, including the Sarbanes-Oxley Act. For more information, see “Risk Factors — Risks related to our ordinary shares and this offering.”

Competition law

The South African Competition Act No. 89 of 1998 (as amended from time to time) (the “South African Competition Act”) is a piece of legislation that prohibits anti-competitive restrictive practices and abuses of a dominant position and requires that transactions resulting in a change of control in which the parties exceed certain turnover and asset values must be approved by the relevant competition authority before implementation.

The South African Competition Act established the Competition Commission and the Competition Tribunal (“Tribunal”) to enforce the South African Competition Act. The Tribunal may impose an administrative penalty for South African Competition Act violations of up to 10% for a first-time offense and up to 25% for a repeat offense (of the same conduct) of a company’s turnover in South Africa and its exports from South Africa. The South African Competition Act also established the Competition Appeal Court (“Appeal Court”), a specialist division of the High Court of South Africa, to adjudicate Tribunal competition law cases. In certain circumstances, competition law cases can be appealed from the Appeal Court to the Constitutional Court of South Africa.

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The Mineral and Petroleum Resources Development Act

Background

The MPRDA is the primary legislation that regulates the South African mining industry, which is implemented and regulated by the DMRE.

Since its adoption into law, the MPRDA introduced a regime of State custodianship where the State grants the right to prospect and mine. The MPRDA, and specifically the prescripts of section 4(2), abrogates the common law position that the surface landowner is the owner of the land, including the air space above the surface and the minerals beneath the surface. The common law position was supported by the Minerals Act, which has since been abrogated by the MPRDA.

While the MPRDA does not expressly provide that the state is the owner of unmined minerals, the ability of a landowner to exercise absolute rights over minerals found on or under their land has been neutralized. The owner retains ultimate ownership, but not the incidence of ownership in respect of the minerals. Accordingly, the holder of a new order right to minerals under the MPRDA is granted a “limited real right” in the minerals to which the mining right relates.

In terms of the MPRDA, applicants can apply for rights for the prospecting or mining of minerals. Prospecting rights are granted for a period of up to five years, with a single right to renew for a period of up to three years. As such, a prospecting right can be valid for eight years, if renewed. Mining permits are granted for a period not exceeding two years for an area that does not exceed five hectares in extent and may be renewed for three consecutive periods, each not exceeding one year. Mining rights are granted for a period of up to 30 years. The MPRDA does not stipulate how many times a mining right can be renewed and merely provides that a mining right may be renewed for further periods, each of which must not exceed 30 years at a time in respect of each renewal, provided that the holder can justify that it can continue mining operations. Further renewals are only available if requirements for a renewal as stipulated in the MPRDA are met.

In terms of the MPRDA, the South African government is required to apply a “first come, first serve” approach in granting a mining right. There are certain requirements in terms of the MPRDA that must be met by applicants before the Minister of Mineral Resources and Energy can grant the right. On the meeting of such requirements, the Minister of Mineral Resources and Energy must grant the right. A failure to grant a right is an administrative action that is capable of internal appeal before the relevant official at the DMRE, depending on who the official was that took the administrative decision. After an internal appeal, a judicial review process is available to aggrieved applicants, on the condition that all internal appeals have been exhausted. The MPRDA provides that administrative processes must be conducted, or administrative decisions must be taken within a reasonable time and in accordance with the principles of lawfulness, reasonableness, and procedural fairness, and that these decisions and the reasons behind them must be given in writing. Once rights are granted to applicants, the right must be executed in the form of a notarial deed and registered at the MPTRO in order for the right to enjoy that status of a “limited real right” enforceable against third parties.

As part of the mining right application, applicants are required to present, for approval, an MWP. In this regard, once a mining right has been granted, the holder thereof is required to also comply with the approved MWP. The MWP sets out the obligations of the mining right holder in relation to mining methods, expected production and other technical aspects of the mining operations. The MPRDA requires, among other things, that mining companies also submit SLPs, which set out their commitments relating to human resource development, labor planning and socio-economic development planning to the DMRE

Renewal of a mining right

A mining right holder whose mining right is coming up for expiry has the exclusive right to apply for and be granted a renewal of the mining right in respect of the mineral and mining area in question. The maximum period of a renewal of a mining right is 30 years, but it can be renewed for further periods (each of which may not exceed 30 years at a time). In terms of the MPRDA, the Minister of Mineral Resources and Energy must grant a renewal of a mining right if the applicant complies with the requirements of the MPRDA.

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When renewing a mining right, an applicant must: (i) not be in contravention of any provision of the MPRDA and must have complied with the terms and conditions of the mining right; (ii) confirm its compliance with the requirements of the approved environmental authorization, and the prescribed SLP; and (iii) confirm that it complied with the MWP.

The holder of a prospecting right has the exclusive right to apply for a mining right

The holder of a prospecting right has the exclusive right to apply for and be granted a mining right in respect of the mineral and prospecting area in question up until the expiry of the prospecting right. Once the prospecting right holder has lodged the mining right application, it receives protection on the basis of a first-come, first-serve application regime.

The Resources Minister must grant a mining right if:

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the mineral can be mined optimally in accordance with the MWP;

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the applicant has access to financial resources and has the technical ability to conduct the proposed mining operation optimally;

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the financing plan is compatible with the intended mining operation and duration thereof;

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the mining will not result in unacceptable pollution, ecological degradation, or damage to the environment and an environmental authorization is issued;

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the applicant has provided for the prescribed SLP;

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the applicant has the ability to comply with the relevant provisions of the MHSA;

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the applicant is not in contravention of any provision of the MPRDA; and

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the grant of the right will further the objectives set out in sections 2(d) and (f) and in accordance with the charter contemplated in section 100 of the MPRDA and the prescribed SLP.

Protection of ownership of mining assets and relevant rights

A prospecting right or a mining right which has been registered at the MPTRO is considered to be a “limited real right” in respect of the mineral and land to which such right relates. The holder of a mining right has ownership of the mineral resources once the minerals have been severed from the land, which is enforceable against all third parties.

Security of tenure is listed among the objectives of the MPRDA. While the MPRDA does not expressly provide for the protection of ownership of mining assets, section 25 of the South African Constitution protects the right to property, including mine assets, by stipulating that no one may be deprived of property except in terms of a law of general application, and no law may permit arbitrary deprivation of property. Property may be expropriated only in terms of a law of general application, for a public purpose, or in the public interest, and subject to compensation. Therefore, although the State (including the Resources Minister) is empowered to expropriate land and rights in land, provision is made for payment of compensation. However, in 2018 an amendment to section 25 of the South African Constitution was proposed, which would permit the expropriation of land and property, without compensation, in order to address historical wrongs of land dispossession, as well as ensuring fair access to land and empowering the majority of South Africans. This proposed amendment has not been passed.

In terms of the MPRDA, where an application for a right relates to an area where another person holds a valid right in respect of the same mineral, then any such right applied for will not be accepted for processing.

Suspension or cancellation of mining rights

A prospecting or mining right may be suspended or canceled by the DMRE if the holder contravenes the MPRDA or a term of the right or the relevant environmental authorization, or if the holder has submitted inaccurate, false or misleading information in applying for the right.

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Before suspending or canceling the right, the holder is notified of the reasons for the proposed suspension or cancellation and given directives as to how they may be remedied. The holder is given a reasonable opportunity to make representations as to why the permit or right should not be canceled or suspended, and the Minister of Mineral Resources and Energy is required to consider such representations before making a determination. If the holder satisfies the Minister of Mineral Resources and Energy with its representations or if the Minister of Mineral Resources and Energy issues a directive which such holder has complied with and remedies the non-compliance, then the Minister of Mineral Resources and Energy has the discretion to lift the suspension on written notice.

In cases of operational non-compliance, the DMRE can direct the holder to take steps to remedy non-compliance or suspend the applicable mining right until compliance is achieved.

If an authorized person under the MPRDA, such as a regional manager, a mine inspector, or any other designated officers of the DMRE, discovers or suspects a contravention of the MPRDA or a term attaching to any mining or prospecting right, they can order the holder to take immediate rectifying steps to remedy the contravention, and, if the holder fails to do so, the authorized person may order that the relevant operations be suspended or terminated. The DMRE’s director-general must confirm or set aside such an order by an authorized person and notify the relevant holder thereof within 60 days after the issue of the order, failing which such order shall lapse.

Black Economic Empowerment

The objectives of the MPRDA include the following:

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promoting equitable access to South Africa’s mineral and petroleum resources to all the people of South Africa (section 2(c) of the MPRDA);

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substantially and meaningfully expanding opportunities for historically disadvantaged persons, including women and communities, to enter and actively participate in the mineral and petroleum industries and to benefit from the exploitation of South Africa’s mineral and petroleum resources (section 2(d) of the MPRDA); and

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promoting employment and advancing the social and economic welfare of all South Africans (section 2(f) of the MPRDA),

(collectively, the “Transformation Objectives”)

The Minister of Mineral Resources and Energy and the DMRE are required to exercise their administrative discretion under the MPRDA in a manner that ensures that the Transformation Objectives are fulfilled.

The MPRDA provides that the Minister of Mineral Resources and Energy must develop a “broad-based socio-economic charter” for the South African mining industry. The Mining Charter is a policy instrument, which supports the objects of sections 2(d) and (f) of the MPRDA. The first version of the Mining Charter was published in 2004 and there have been four revisions since, the most recent of which is the 2018 Mining Charter.

On April 4, 2018, the High Court of South Africa, Gauteng Provincial Division, Pretoria in Chamber of Mines of South Africa v the Minister of Mineral Resources and Energy and Another (case number 41661/​2015) held that:

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once the Minister of Mineral Resources and Energy is satisfied that the grant of a mining right applied for will further the applicable objects of the MPRDA (relating to HDSA participation and beneficiation, and the promotion of employment and social and economic welfare of all South Africans), the mining right holder is not required to restore the percentage ownership continually, however, measured, controlled by HDSAs to the 26% target referred to in the 2004 Mining Charter and the 2010 Mining Charter where such percentage falls below 26%, unless such obligation is specified as an obligation in terms of the conditions stated in the right;

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the failure by a holder of a mining right or converted mining right to meet the requirements of the 2004 Mining Charter and the 2010 Mining Charter does not constitute a breach of a material term of

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the mining right entitling the Minister of Mineral Resources and Energy to cancel or suspend the mining right in terms of the MPRDA, nor does it constitute an offense under the MPRDA, unless an obligation to meet such a requirement is specified as an obligation in the terms attached to the granting of the mining right; and

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neither the 2004 Mining Charter nor the 2010 Mining Charter requires the holder of a mining right who has, subsequent to the grant of the right, fallen below the 26% HDSA ownership threshold to enter into further HDSA empowerment transactions to increase its HDSA ownership percentage.

The Minister of Mineral Resources and Energy appealed this decision by the High Court of South Africa, Gauteng Provincial Division, Pretoria but has subsequently withdrawn its appeal. The withdrawal of the appeal by the Minister of Mineral Resources and Energy means that the principles set out in the above are settled law until such time as there are further legislative changes or new matters are brought before the judiciary.

The 2018 Mining Charter serves as a guideline for the framing, measurement and implementation of a mining company’s contribution to the achievement of the objectives of sections 2(d) and 2(f) of the MPRDA. This guidance includes descriptions of what initiatives would qualify for recognition, the targeted impact, and the timeline for implementation, as well as the manner of measuring completion. As this guidance is a policy instrument, it does not give rise to any binding legal obligations. The notion that the 2018 Mining Charter is a policy document, as opposed to law, was confirmed by the High Court of South Africa in Minerals Council of South Africa vs Minister of Mineral Resources and 13 Others (case no.: 20341/19), as further described below.

For all applications for new mining rights, the 2018 Mining Charter requires a minimum of 30% HDSA ownership. At a minimum, the HDSA ownership must be comprised as follows: (i) 5% non-transferrable carried interest to qualifying employees; (ii) 5% non-transferrable carried interest to host communities; and (iii) 20% effective ownership in the form of shares to a BEE entrepreneur. There have also been material adjustments to the minimum compliance requirements relating to, among other things, employment equity, inclusive procurement, and supplier and enterprise development, which all mining companies must comply with within five years from the commencement of the 2018 Mining Charter. The consequences of the holding that the 2018 Mining Charter is policy, as opposed to law, with respect to new applicants for mineral rights, remain to be seen. While the DMRE will not be able to enforce the policy as if it is law, it is likely that the mining industry will comply with the 2018 Mining Charter in respect of new applications for mineral rights (as it has done with previous Mining Charters). The implication of the finding that a Mining Charter is policy is that a policy may not be applied rigidly. However, the DMRE may attempt to incorporate provisions of the 2018 Mining Charter into the terms of an applicant’s mining or prospecting right.

An application for a judicial review of the 2018 Mining Charter instituted by the Minerals Council against the Minister of Mineral Resources and Energy in the High Court of South Africa, Gauteng Provincial Division, Pretoria, was commenced in early May 2020. On September 21, 2021, the High Court of South Africa in Minerals Council of South Africa vs Minister of Mineral Resources and 13 Others (case no.: 20341/19):

•

held that a mining charter gazetted under section 100 of the MPRDA is a policy instrument rather than a binding and enforceable legal instrument. The High Court set aside several provisions of the 2018 Mining Charter, which were construed as if the 2018 Mining Charter was a legal instrument rather than a policy instrument; and

•

set aside the provisions in the 2018 Mining Charter suggesting that new and further B-BBEE ownership transactions will need to be concluded at the point of renewal of a mining right.

There is currently uncertainty whether mining companies are, in addition to required compliance with the MPRDA, required to comply with the B-BBEE Act and the B-BBEE Codes, which generally apply to other industries in South Africa. The MPRDA does not require mining companies to comply with the B-BBEE Act and the B-BBEE Codes.

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Draft Mine Community Resettlement Guidelines, 2019 (the “Resettlement Guidelines”)

The Resettlement Guidelines published on December 4, 2019, in draft form apply to existing prospecting and mining rights where there has been incremental project expansion that will result in the displacement or resettlement of stakeholders such as landowners, lawful occupiers, holders of informal and communal land rights, mine communities and host communities. The Resettlement Guidelines require the rights holder to conduct stakeholder mapping to identify and profile stakeholders in a meaningful consultation process with a view to developing a resettlement plan (which includes a project description; impact analyses; costs and budgetary considerations and consultation mechanisms), an action plan (which includes the steps to be taken and resources required to achieve the goals in the resettlement plan) and a resettlement agreement (which includes the legal commitments by the holder in favor of stakeholders).

The Resettlement Guidelines prohibit the commencement of mining activity until a resettlement agreement is reached on compensation for the resettlement of stakeholders.

The Royalty Act

The Royalty Act imposes a royalty on the transfer of a mineral extracted from within South Africa unless a relevant exemption applies. Any holder of an exploration, prospecting, or mining right (or a lease or sublease in respect of such a right) or any other person who has recovered a mineral resource in South Africa must register in terms of the Mineral and Petroleum Resources Royalty (Administration) Act No. 29 of 2008 and must render the prescribed returns as concerns the royalty imposed by the Royalty Act.

Royalties imposed differ between refined minerals and unrefined minerals but in both instances are based on a percentage of gross sales, derived from a pre-determined formula measuring the ratio of earnings before interest and taxes (“EBIT”) and gross sales in respect of the minerals multiplied by a pre-determined number. EBIT and gross sales are defined in the Royalty Act. Refined minerals attract a maximum royalty of 5% of the gross sales of the extractor and a minimum of 0.5% of gross sales if the EBIT is negative. Unrefined minerals attract a maximum royalty of 7% of the gross sales and a minimum of 0.5% of gross sales of the extractor if the EBIT is negative.

The Royalty Act allows a mining right holder to agree with the Minister of Finance in terms of a binding agreement that any amendment to the determination of the royalty percentage formulae will have no effect on the formulae applied by the mining right holder prior to this amendment in respect of all mining operations carried out for the resource for as long as the holder holds the right. The holder may withdraw from such binding agreement at any time.

Environmental regulations

Section 24 of the South African Constitution compels the South African government to make legislation and to take other measures to protect the environment, prevent pollution and ecological degradation, promote conservation, and secure sustainable development in South Africa.

The “One Environment System” is South Africa’s environmental authorization regime, which was implemented on December 8, 2014. This regime was introduced to streamline the regulation of environmental matters in the mining and petroleum industries from the MPRDA to NEMA and other environmental statutes.

NEMA is the overarching legislation which gives effect to the environmental right protected in section 24 of the Constitution, which provides the underlying framework and principles underpinning the coordinated and integrated management of environmental activities. The legislative changes associated with the implementation of the One Environment System have streamlined the licensing processes for mining rights, environmental authorizations and water use licenses. For instance, the requirement to obtain an environmental management program or plan under the MPRDA has been removed and replaced by the requirement to obtain an environmental authorization under NEMA.

There is an array of national, provincial and local government legislation related to the environment which may also be applicable on a site specific basis including the National Environmental Management: Biodiversity Act, No. 10 of 2004, the National Water Act, No. 36 of 1998, the National Environmental

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Management: Waste Act, No. 59 of 2008 and local government by-laws regarding matters such as water and sanitation, waste related practices, fire safety, generator use and storage of dangerous goods and hazardous products.

Environmental authorizations

An environmental authorization is required from the Minister of Mineral Resources and Energy under NEMA to commence a listed activity, including activities that require a prospecting right or mining right under the MPRDA, or the primary processing of minerals. Commencing such a listed activity without an environmental authorization is an offense under NEMA.

Applicants for environmental authorizations are required to follow a public participation process to enable meaningful consultation with all interested and affected parties, which include host communities. If such applicant does not own or occupy the land in question, it must obtain the consent of the landowner before it may make an application for environmental authorization in terms of recent amendments to the EIA Regulations, 2014. However, these amendments are arguably ultra vires.

In doing so, applicants must submit an environmental impact assessment report and an environmental management plan containing, among other things: information on the pre-mining environment; identification and quantification of any potential environmental, economic and social impacts; and providing appropriate mitigating measures to minimize any negative impacts caused by the mining operations and enhance any positive impacts.

The Environmental Minister remains the appeal authority in respect of any appeals against the issue of an environmental authorization.

Water use licenses

South Africa’s water resources are regulated by the NWA. A water-use license is required under the NWA to undertake one of the specified water uses in the NWA, subject to a number of exceptions. Water uses include, among others: the taking of water from a water resource, the diversion of watercourses, mine dewatering, discharge of wastewater, and the disposal of waste on land. Most mining operations require a water use license in order to conduct their operations, particularly for activities relating to water abstraction, storage, effluent discharge, diversions, and facilities that have the potential to pollute groundwater resources.

The Water and Sanitation Minister is responsible for issuing water use licenses and has issued regulations setting out the procedural requirements and steps for applications for water use licenses, as well as appeal processes for decisions taken. The regulations provide that security, in the form of a deed of suretyship, may have to be provided to the Department of Human Settlements, Water and Sanitation pursuant to a water use license application. Such security, where required, must be enforceable for a period of at least five years after the water use license activities have lapsed.

Mines are also required to comply with regulations, which were specifically published for the use of water for mining and related activities in the South African Government Gazette. The regulations provide for limitations on the location of mining infrastructure, requirements for separation of dirty and clean water systems, and the design of certain water management infrastructure.

Waste management licenses

The Minister of Mineral Resources and Energy issues waste management licenses in terms of NEMWA, including in respect of the management of mine waste. A waste management license is required in order to undertake certain waste management activities that are listed in regulations published by the Environmental Minister. The Environmental Minister may, by notice in the South African Government Gazette, prohibit or restrict the granting of a waste management license by the licensing authority for a listed activity in a specified geographical area if deemed necessary to ensure the protection of the environment, conservation of resources, sustainable development or human health and well-being.

Under NEMWA, a waste management license is also required for the establishment or reclamation of residue stockpiles or residue deposits resulting from activities that require a prospecting right, mining permit,

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mining right, exploration right or production right. On June 11, 2021, the EIA Regulations, 2014 were amended, requiring that reclamation of residue stockpiles or residue deposits resulting from activities that require a prospecting right, mining permit, mining right, exploration right or production right require an environmental authorization. However, this activity has not yet commenced and will only commence when NEMWA has been amended.

This position is anticipated to change once the NEMLAA4 is enacted as law. One of the main objectives of NEMLAA4 is to address the incongruous treatment of residue stockpiles and residue deposits under the waste and landfill provisions by removing their regulation from the ambit of NEMWA and placing them under the regulation of NEMA.

As of May 2014, NEMWA also regulates contaminated land, including land where the contamination arose before the commencement of NEMWA. Any land identified as an investigation area by the environmental authorities, or which a landowner notifies as contaminated to the environmental authorities, is to be assessed and reported. A directive or remediation order may be issued by the environmental authorities requiring the remediation of the site following such assessment and report, depending on the level of risk associated with the contamination.

Atmospheric emissions licenses

An atmospheric emissions license is required in terms of the NEMAQA to undertake listed activities, including certain mining-related and processing activities. NEMAQA requires the Environmental Minister to establish a national framework for achieving the objectives of NEMAQA, which must include, among other things, minimum emission standards and norms and standards. Local government is entrusted with the competence to manage air pollution, with municipalities being the licensing authority for purposes of issuing atmospheric emissions licenses.

The measurement and monitoring of atmospheric emissions are regulated through various tools, such as: the air dispersion modeling framework, the declaration of priority pollutants and pollutant areas, and the mandatory reporting of data and information from identified point, non-point, and mobile sources of atmospheric emissions to the National Air Emission Inventory System. DFFE’s declaration of greenhouse gases as priority air pollutants in 2017 has been followed by the imposition of a regulatory framework for greenhouse gas emission reporting, which forms the basis and input for the imposition of the carbon tax, which commenced on June 1, 2019.

The Carbon Tax Act, which took effect on June 1, 2019, introduces a carbon tax on identified affected sectors on the basis of their greenhouse gas emission concentrations as a controlled climate change mitigation measure. The Group did not incur any carbon tax liability for the years ended December 31, 2020 and 2021, and we do not expect that the Group will have any carbon tax liability for the year ended December 31, 2022.

Under the Carbon Tax Act, a person is liable to pay carbon tax if that person conducts an activity in South Africa resulting in greenhouse gas emissions equal to or above the defined threshold. A detailed list of activities and sectors, as well as their capacity thresholds and applicable allowances are set out in a schedule to the Carbon Tax Act. Activities carried out at the Group’s operations may fall within a number of these categories.

Carbon tax is being introduced in a phased manner, with the first phase initially meant to run until December 31, 2022. The first phase of the carbon tax will be extended by three years for the period January 1, 2023 to December 31, 2025. The Carbon Tax Act imposed a carbon tax of R120 per tonne of CO2-eq of the greenhouse gas emissions of a taxpayer for the initial tax period from June 1, 2019 to December 31, 2019, which will increase annually at the consumer price index plus 2% until December 31, 2022, and afterwards in line with inflation. The current carbon tax rate for the tax period January 1, 2022 to December, 31, 2022 is R144 per tonne of CO2 emissions. Carbon tax liability is calculated as the tax base (sum of greenhouse gas emissions from combustion, industrial processes and fugitive emissions in accordance with a reporting methodology approved by the DFFE, proportionately reduced by certain tax-free allowances and to the extent applicable certain deductions) multiplied by the rate of the carbon tax.

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However, a number of transitional tax-free allowances apply during the Carbon Tax Act’s first phase of implementation, which aim to ensure a smooth transition to a low carbon economy. The first phase maximum percentages of each permissible allowance for each listed activity conducted are set out in a schedule to the Carbon Tax Act. The basic tax-free allowances will also be gradually reduced to strengthen the price signals under the carbon tax from January 1, 2026 to December 31, 2030.

The mandatory carbon budgeting system comes into effect on January 1, 2023, at which time the carbon budget allowance of 5% will fall away. It is proposed in the 2020 Budget that a higher carbon tax rate of R640 per tonne of carbon dioxide equivalent will apply to greenhouse gas emissions exceeding the carbon budget. These amendments will be legislated once the Climate Change Bill is enacted.

To prepare South Africa for the structural transition to a climate-resilient economy, government proposes to progressively increase the carbon price every year by at least US$1 to reach US$20 per tonne of carbon dioxide equivalent by 2026. For the second phase, government intends to increase the carbon price more rapidly every year, to at least US$30 by 2030, accelerating to higher levels by 2035, 2040 and up to US$120 beyond 2050.

The Carbon Offset Regulations issued under section 19 of the Carbon Tax Act, which took effect on June 1, 2019, provide the first material mechanism permitting companies to reduce their carbon tax liability (between 5% to 10% of their total greenhouse gas emissions) through investment in a carbon offset program. To encourage investments in carbon offset projects, government intends to increase the carbon offset allowance by 5% from January 1, 2026. These and other proposals will form part of a review for the second phase, to inform future budget announcements. On June 19, 2020, the Minister of Finance finalized the next set of regulatory mechanisms applicable to the Carbon Tax Act, which include regulations governing trade exposure allowances, greenhouse gas emissions intensity benchmarks, and a notice regarding a renewable energy premium.

Historical and cultural heritage

Pursuant to the promulgation of the NHRA, the removal or demolition of any articles of historical or cultural importance requires a permit from the South Africa Heritage Resources Agency or relevant provincial authority, as the case may be. Burial grounds and graves are also protected under the NHRA, and a permit is required to destroy, alter or remove such articles.

National Environmental Management: Biodiversity Act

The NEMBA regulates the management and conservation of South Africa’s biodiversity within the framework of NEMA and cooperative governance. The NEMBA provides for; among other things: (i) the protection of species and ecosystems that warrant national protection; (ii) giving effect to ratified international agreements relating to biodiversity that are binding on South Africa; (iii) the sustainable use of indigenous resources; (iv) the fair and equitable sharing of benefits arising from bioprospecting involving indigenous biological resources; and (v) the establishment of the South African Biodiversity Institute. Biodiversity is defined as the variability among living organisms from all sources, including terrestrial, marine, and other aquatic ecosystems and the ecological complexes of which they are part, and also includes diversity within species, between species, and of ecosystems. Removal of listed threatened or protected species requires a permit pursuant to NEMBA and GNR.152 of February 23, 2007.

Financial Provisioning Regulations

Financial provisioning for the remediation of environmental damage is regulated in terms of section 24P of NEMA and the 2015 Financial Provisioning Regulations. Section 24P of NEMA provides that an applicant for an environmental authorization relating to prospecting, exploration, mining or production must, before the Environmental Minister issues the environmental authorization, comply with the prescribed financial provision for the rehabilitation, closure and ongoing post decommissioning management of negative environmental impacts. Therefore, companies undertaking mining activities must make financial provision for rehabilitation liabilities to the satisfaction of the DMRE, which may include the requirement for parent company or third-party guarantees to be provided. This means that the holder of a mining right

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must set aside financial provisioning for rehabilitation of the mining activities for concurrent rehabilitation, rehabilitation upon closure and the costs of managing latent and residual post-closure impacts.

Assessment under the 2015 Financial Provisioning Regulations, which are currently in force, have led to significantly increased closure costs and are likely to significantly increase the amount of financial provisioning required to be set aside by existing rights holders, compared with the financial provisioning requirements that were previously required under the MPRDA and determined in accordance with a guideline document published by the DMRE.

The timeline for existing mining rights holders to ensure that the amount of financial provisioning that is required to be set aside in terms of the 2015 Financial Provisioning Regulations was initially by February 19, 2019 but was then extended to February 19, 2020, and has currently been extended to June 19, 2022.

The regulation of financial provisioning is currently in a state of uncertainty as the 2015 Financial Provisioning Regulations are expected to be replaced by a new set of regulations in the near future. A revised draft set of regulations were published in November 2017, 2019 and on August 27, 2021, but is yet to be finalized. Once the additional round of public consultations on the proposed 2021 Financial Provisioning Regulations have been concluded and the effective date has been confirmed, existing mining right holders will likely be obligated to significantly increase their financial provisioning due to the expanded requirement to provide a detailed itemization of all activities and costs, calculated based on the actual costs of implementation of the measures required for: (i) annual rehabilitation; (ii) final rehabilitation, decommissioning and closure; and (iii) remediation.

Some of the fundamental changes proposed by the 2021 Financial Provisioning Regulations include the imposition of criminal sanctions for financial institutions which fail to notify the various South African government ministries (being the DFFE, the DMRE and National Treasury) and the holder of a mining right, of an intention to cancel or withdraw financial guarantees provided for purposes of financial provisioning. Implications of a failure to notify under the 2021 Financial Provisioning Regulations introduce a penalty, upon conviction, of up to R10 million and requires that costs for annual rehabilitation be provided for in the operating budget of applicants and holders of mining rights, rather than being able to be included in the separate financial provision vehicle methods.

In relation to mine closures and the issuance of closure certificates, miners currently have to comply with the requirements set out in section 43 of the MPRDA and its corresponding regulations, NEMA, and the 2015 Financial Provisioning Regulations. The 2019 Financial Provisioning Regulations will, in relation to mine closures, require the use of financial guarantees for post-closure obligations to remediate and manage residual and latent impacts with a provision for an automatic call up of such guarantees on the issuing of a closure certificate.

Environmental liability

As set out above, mining companies operating in South Africa are subject to extensive environmental laws and regulations.

In particular, NEMA imposes a duty of care on every person who causes, has caused or may cause significant pollution or degradation of the environment to take reasonable steps to prevent such pollution or degradation from occurring, continuing or recurring, or, insofar as such harm to the environment is authorized by law or cannot reasonably be avoided or stopped, to minimize and rectify such pollution or degradation (the “duty of care provision”). It is arguable that given the stringent requirements to comply, any breach of such duty is subject to strict liability.

A similar duty of care exists under the NWA where owners, controllers or occupiers of land on which an activity, or process, is or was performed that causes, has caused, or is likely to cause, the pollution of a water resource, must take all reasonable measures to prevent such pollution from occurring, continuing or recurring.

Contravention of NEMA and the NWA is an offense and an offender may be liable for significant penalties in the form of a fine and/ or imprisonment. Both NEMA and the NWA permit the DFFE or DWS to issue administrative directives to persons to take reasonable measures to prevent pollution from

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occurring, continuing or recurring where such measures have not been taken. In addition, these authorities can order the suspension of part or all of a company’s operations for non-compliance.

A person may be held liable under these duties of care for the pollution and/or environmental harm caused by it during mining operations, despite the mining activities having since ceased (with or without the issuance of a closure certificate under the MPRDA) or the mining operations having been sold or transferred to a third-party.

A person who was a director of the offending company at the time the offense under NEMA was committed may be held jointly and severally liable for any negative impact on the environment, whether advertently or inadvertently caused by the company which they represent, including damage, degradation or pollution. In order for liability to be established, the director in question must have been (i) the principal in control at the time of the commission of the offense; (ii) an accomplice (if the director was party to the offense committed by the company or its employees); (iii) a co-conspirator (if it is alleged that the director was party to a conspiracy to commit an offense); or (iv) cited as a party to the proceedings where the company is found to have committed an offense, and the director failing to discharge the onus that they took reasonable measures to prevent or mitigate the offense.

If a company receives a directive ordering it to take reasonable measures to prevent pollution or to rectify or minimize pollution or degradation and fails to take such measures, the authority may recover the cost of implementing the measures from, among others, any person who directly or indirectly contributed to the pollution or degradation, or negligently failed to prevent the pollution. Directors may be cited as jointly and severally liable for such claims in the event that they meet the requirements for associated liability (any person responsible for, or who directly or indirectly contributed to the pollution) with the amount being apportioned according to the degree to which each party was responsible for the pollution.

NEMA does not expressly provide for shareholder liability. However, there is a possibility that a shareholder may be deemed to be liable where it exercises a sufficient degree of control over the company to satisfy the test of “control”, i.e., shareholders who exercise sufficient control over a company so as to influence the manner in which it is managed may be in a position where they are exposed to statutory liability under NEMA. There is no legal precedent in South Africa to support this interpretation as there have been no reported judgments in South Africa where a court has been asked to deal with the issue of shareholders’ liability under environmental law. However, various foreign jurisdictions have, to varying degrees, imputed environmental liability to a shareholder who exercises sufficient control over the company so as to influence the manner in which it is managed. In these jurisdictions, the question of whether a shareholder exercises sufficient control over a company is a question of fact that must be determined on a case-by-case basis.

Lastly, NEMA facilitates private prosecution by any person in a matter which relates to the protection of the environment or a breach or threatened breach of the environmental duty of care. The offenses are listed in NEMA, which range from the commencement of unauthorized activities, failure to comply with a condition in a license to operate, unlawful or intentional acts which lead to significant pollution and failure to comply with compliance orders or directives. Under NEMA, any person may initiate the prosecution of an entity, its directors or employees in their personal capacity. The person initiating prosecution does not require the public prosecutor’s permission and does not need to provide security for such action. The accused on conviction may be ordered to pay the costs of the prosecution.

Occupational health and safety regulation of the mining industry

The occupational health and safety of all employees in the mining industry is governed by both legislation and common law. The common law plays an important role in that it encompasses principles relating to contractual, delictual (i.e., tortious), and criminal liability.

The MHSA, together with its regulations and the regulations to the now-repealed Minerals Act (which remains in force in terms of schedule 4 of the MHSA), is the primary legislative regime governing occupational health and safety at mines.

An important objective of the MHSA is to protect the health and safety of all persons at, and who may be affected by, the operation of activities at mines. Therefore, the MHSA is not merely concerned with the health and safety of persons directly employed by the holder of the mining right. An employer, being a

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holder of a mining right, is obliged to protect as far as reasonably practicable, the health and safety of non-employees (such as visitors to a mine or persons in the vicinity that may be affected by the operations at the mine) and employees of independent contractors and all other persons performing work at a mine, irrespective of the type of work being conducted.

The MHSA imposes obligations on an employer to ensure, as far as reasonably practicable, that the mine is designed, constructed and equipped to provide conditions for safe operation and a healthy working environment and to maintain a healthy and safe mine environment. An employer must staff the mine with due regard to health and safety by appointing competent and experienced managerial and supervisory personnel and ensure an adequate supply of health and safety equipment.

The employer must establish a health and safety policy, prepare and implement mandatory codes of practice, and provide health and safety training.

The employer must also assess and respond to risk. This includes identifying hazards to health and safety at mining operations, assessing the risks posed by the operations and determining measures to eliminate, control or minimize such risks.

The employer is required to establish a system of medical surveillance, conduct occupational hygiene measurements, keep records of medical surveillance and medical examinations of current and former employees, and complete and submit various ad hoc, quarterly and annual reports to the relevant inspectorate, including an annual medical report.

The MHSI enforces the MHSA and conducts investigations and inquiries into work-related injuries, fatalities and dangerous occurrences. The MHSI also plays an important role in the promotion of health and safety at mines.

Should employers or employees fail to comply with their MHSA obligations, the MHSI may issue instructions to comply with the regulations or to halt all or part of the mines’ operations if they believe an occurrence, practice or condition at a mine endangers or may endanger the health or safety of any person at the mine.

The MHSI may also instruct employers to take actions to address a condition that may have exposed persons to risks of injury or disease.

The Chief Inspector of Mines may suspend or cancel certificates of competency issued in terms of the MHSA if the holder of that certificate is guilty of gross negligence or misconduct or has not complied with the MHSA

A Principal Inspector of Mines could also issue a company with an administrative fine for contraventions of the MHSA in terms of section 55B of the MHSA. The maximum amount that can be imposed for each contravention of the MHSA is R1 million per contravention.

Finally, a Principal Inspector of Mines may recommend prosecution to the National Director of Public Prosecutions if satisfied that there is sufficient admissible evidence that an offense has been committed. Any person convicted of an offense in terms of the MHSA may be sentenced to a fine or imprisonment as may be prescribed.

The Group’s operations must ensure that: (i) the correct legal appointments are made; (ii) all third-party contractors on the operations are well equipped and have the requisite knowledge and competence with regards to health and safety and the MHSA; and (iii) the contracts between the Group’s operations and the third-party contractors make sufficient provision and warranties for health and safety on site.

Expropriation legislation

Restitution of Land Rights Act

The Restitution of Land Rights Act provides for the restitution of rights in land to persons or communities who were dispossessed of such rights as a result of past racially discriminatory laws or practices subsequent to June 19, 1913. Claims under the Restitution of Land Rights Act initially had to be

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lodged by December 31, 1998. This period was reopened with the enactment of the Restitution of Land Rights Amendment Act which extended the cut-off date for the lodgment of claims to December 31, 2019. However, the South African Constitutional Court declared the Land Rights Amendment Act invalid, and the Land Claims Commission is prohibited from processing claims lodged after the Land Rights Amendment Act became operational on July 1, 2014, until all claims lodged prior to December 31, 1998, have been finalized.

The Restitution of Land Rights Act establishes that the SA Land Claims Court may order: (i) the restoration of land or any portion of land to a claimant (provided the court deems it feasible and practical to do so); (ii) the State to grant a claimant an appropriate right in alternative State-owned land; (iii) the State to pay compensation to a claimant; (iv) the South African Government to include the claimant as a beneficiary of a South African Government supported program for housing or the allocation and development of rural land; or (v) the State to grant the claimant any alternative relief.

Case law indicates that a person cannot claim the restitution of a mineral or mining right under the Restitution of Land Rights Act. Accordingly, an order for restoration of land does not result in the restoration of mineral rights or entitle the claimant to interfere with the mineral or mining rights in the land. Therefore, if land is being actively mined in terms of a mining right, it is less likely that the land will be restored to the claimant, in which case the claimant will receive financial compensation. A landowner cannot be compelled to grant rights in land or compensation to any successful claimants. Any restitution claim lies against the South African Government, and any form of restitution (restoration or equitable redress) must be granted by the South African Government.

Where restitution is granted in the form of restoration of rights in land, the State is required to compensate the owner of the land in accordance with the fair value of the land. Although the existing expropriation laws do not allow for expropriation of land for restitution purposes (the Expropriation Act allows for expropriation for public purposes only), the Expropriation Bill allows for expropriation, not only for public purposes, but also if it is in the public interest, which includes South Africa’s commitment to land reform, and reforms that will bring about equitable access to all of South Africa’s resources. Therefore, should the Expropriation Bill be enacted, the current position may change, and land restitution may take the form of expropriation, in which case the Expropriation Bill allows for compensation to the owner based on just and equitable factors and not merely the value of the land and could, if it is just and equitable to do so, result in expropriation without compensation.

A multi-party ad hoc parliamentary committee was constituted to consider possible amendments to the provisions of section 25 of the South African Constitution. The committee adopted Draft Constitution Eighteenth Amendment Bill, 2019, as revised (the “Draft 18th Amendment”), which sought to amend section 25 of the South African Constitution so as to provide explicitly that an amount of nil compensation is a legitimate option for the purposes of expropriation aimed at land reform and, more specifically, to empower South Africans to be productive participants in land ownership, food security and agricultural reform programs. The Draft 18th Amendment was tabled for adoption on September 8, 2021 in the National Assembly, but failed to garner the required two-third majority to pass on December 7, 2021. The bill therefore lapsed, requiring it to be re-introduced in the National Assembly by the South African Constitutional Review Committee. However, it is anticipated that this committee will now undertake further deliberations and may need to undergo further rounds of public participation in order to general public support. To be implemented, any amendment to the South African Constitution must by adopted by the National Assembly as well as six of the nine provinces of the South African National Council of Provinces, and the President of South Africa must assent thereto.

The Expropriation Act

Expropriation is the act of taking possession of property (which as per the South African Constitution and case law is not restricted to land and may include limited real rights in land) from its owner in exchange for compensation, irrespective of the wishes of the original owner. The Expropriation Act provides for the Minister of Public Works and Infrastructure, subject to an obligation to pay compensation, to expropriate any property for public purposes or take the right to use temporarily any property for public purposes, for example, road widening purposes or for municipal services.

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In terms of the Expropriation Act, compensation is based on the value of the property. However, in terms of the Expropriation Bill, compensation is based on just and equitable factors and a property may therefore be expropriated for nil compensation, where it is just and equitable to do so, having regard to all relevant circumstances, including but not limited to, where the:

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land is occupied or used by a Labour Tenant;

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land is held for purely speculative purposes;

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land is owned by a State-owned corporation or State-owned entity;

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owner of the land has abandoned the land; and

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market value of the land is equivalent to, or less than, the present value of direct South African Government investment or subsidy in the acquisition and beneficial capital improvement of the land.

As the Expropriation Bill was published for public comment, it is likely that the Expropriation Act will be amended, following the comments process. Public comments on the Expropriation Bill were mixed. The Expropriation Bill is long overdue and aims to bring legislation in line with the South African Constitution. The Expropriation Act is pre-constitutional legislation. Consequently, it was always anticipated that legislation would need to be amended to bring it in line with the South African Constitution. The Expropriation Bill provides for the expropriation of property for a public purpose or in the public interest, and it provides a procedure for determining compensation. In certain instances, it permits expropriation without compensation. Public hearings on the Expropriation Bill were extended until August 13, 2021. The Expropriation Bill is presently under consideration by the National Assembly.

Labor-related legislation

Employment in South Africa is regulated by the law of contract and by legislation. There is a body of legislation providing minimum protection for employees out of which employers and employees cannot contract. This legislation is found in a number of acts that regulate, among others, maximum hours of work, rates applicable to work performed overtime, minimum periods of leave, notice of termination, organizational rights in respect of trade unions, strike law, rights and responsibilities of employers and workers in the event of retrenchments, insolvency and transfers of businesses, protection from unfair dismissal and the prohibition of unfair discrimination. Below is a succinct overview of the relevant legislation and its purpose.

Labour Relations Act

The Labour Relations Act is the primary labor law statute in South Africa. It gives effect to section 23 of the South African Constitution, being the right to fair labor practices, it: (i) regulates the organizational rights of trade unions; (ii) promotes and facilitates collective bargaining at the workplace and at sectoral level; (iii) regulates the right to strike and the recourse to lock-out in conformity with the South African Constitution; (iv) promotes employee participation in decision-making through the establishment of workplace forums; (v) provides simple procedures for the resolution of labor disputes through statutory conciliation, mediation and arbitration and through independent alternative dispute resolution services accredited for that purpose; and (vi) requires the transfer of a business or a part thereof as a going concern.

Basic Conditions of Employment Act

The BCEA applies to all employees and employers in South Africa and ensures that the minimum acceptable conditions of employment are implemented by employers and regulates other working conditions such as working hours, leave, termination, severance pay and deductions from remuneration. It also regulates the variation of basic conditions of employment.

According to section 10(2) of the BCEA, it is mandatory to make overtime payment to an employee whose earnings do not exceed the threshold of R211 596.30 per annum and works overtime. The BCEA, however, excludes certain employees earning more than the prescribed threshold from the application of the aforementioned provision in section 10(2) of the BCEA and certain other sections of the BCEA. Employees in those excluded categories who work overtime are instead compensated at the normal rate or wage for the extra hours worked. Customarily in the mining industry, terms and conditions of employment are governed

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by collective agreements. Accordingly, the BCEA would not be applicable to those employees whose terms and conditions of employment are governed by a collective agreement. To the extent that terms and conditions are not governed by collective agreements, the BCEA will apply to these employees.

National Minimum Wage Act

On January 1, 2019, the NMWA came into force and established minimum hourly wage rates for workers. The prescribed minimum rates depend on the type of worker. Failure to comply with the NMWA may lead to the imposition of fines on employers. An exemption process has been established for employers who cannot afford to comply with the prescribed minimum rates. Customarily in the mining industry, wages are governed by wage agreements and the provisions of the NMWA would only be applicable to these employees if the wage agreement provides a minimum wage that is less favorable than the prescribed national minimum wage.

Employment Equity Act

The EEA is intended to achieve equity in the workplace by promoting equal opportunity and fair treatment in employment through the elimination of unfair discrimination and by implementing affirmative action measures to redress disadvantages in employment experienced by people of designated groups. If an employer does not comply with affirmative action measures in terms of the EEA, a labor inspector may issue a compliance order to a designated employer if the employer has refused to give a written undertaking or failed to comply with a written undertaking in respect of compliance with such affirmative action measures. For greater enforcement prospects, the director-general may apply to the Labour Court of South Africa to have the compliance order made an order of court. Non-compliance with such court order may result in a fine of up to R2.7 million or up to 10% of the revenue of the employer, depending on the number of contraventions by the employer in a specified period.

Unemployment Insurance Act

The Unemployment Insurance Act established the UIF, which provides for the payment of benefits to certain employees in certain express circumstances, such as unemployment, maternity leave, parental leave, adoption leave, commissioning parental leave, illness and reduced work time.

The Unemployment Insurance Contributions Act 4 of 2002 regulates the payment of contributions to the UIF. Employers are required to pay 2% of the employee’s monthly remuneration to the UIF, made up of 1% of the employee’s contribution (deducted from the employee’s remuneration) and 1% of the employer’s contribution (not deducted from the employee’s remuneration). With effect from June 1, 2021, the remuneration threshold for the calculation of the contribution to be made to the UIF is R17,712 per month. This means that the monthly contribution is capped at R177.12 per month, for the employer and employee, respectively. In respect of learners undergoing learnership training in terms of the Skills Development Act (as defined and more fully discussed below), at the completion of the learnership contract, and provided that they are subsequently employed, the employer would be required to contribute to the UIF on their behalf and to deduct their contribution from their remuneration.

In response to the COVID-19 pandemic and the resultant lockdown, in 2020, the Department of Employment and Labour introduced the COVID-19 Temporary Employer-Employee Relief Scheme. In terms of this scheme, certain employers may claim benefits from the UIF, on behalf of their employees.

Pension funds and medical schemes

All retirement funds (other than certain statutory or public service funds) and medical schemes must be registered in terms of the South African Pension Funds Act No. 24 of 1956, or the South African Medical Schemes Act No. 131 of 1998. Only registered pension and medical aid funds may conduct business in South Africa; otherwise, it is not possible for a South African employer to provide a pension or medical plan under its own administration, and employers who do offer pension or medical plans to employees (this is not a compulsory requirement) are required to subscribe to be registered retirement funds or medical schemes for that purpose, or to register as retirement funds or medical schemes.

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Skills Development Act

The Skills Development Act No. 97 of 1998 aims to develop the skills of the South African workforce. Sector Education and Training Authorities have been established in terms of the Skills Development Act, with the task of contributing to the improvement of skills in South Africa, thereby establishing “learnerships”, to improve workplace skills plans, allocate grants and monitor education and training in the sector, and to collect and disburse skills development levies. Training is financed by a levy equivalent to 1% of each employer’s payroll, which is levied in terms of the Skills Development Levies Act No. 9 of 1999. All employers are required to budget for such levy, which cannot be deducted from workers’ pay.

Immigration Act

The Immigration Act prohibits foreign nationals from being employed in South Africa without being in possession of a valid work permit obtained from the Department of Home Affairs. Currently, there is no limitation under South African law on the number of foreign employees that a South African company may employ. However, each foreign employee is required to obtain a work permit to live and work in South Africa. It is important to note that the Employment Services Act No. 4 of 2014 provides that the Minister of Employment and Labour may, after consulting the Employment Services Board established in terms of this Act, make regulations to facilitate the employment of foreign nationals, which regulations may include, inter alia, measures requiring employers to satisfy themselves that there are no other persons in South Africa with suitable skills to fill a vacancy, prior to recruiting a foreign national, and requiring the employer to prepare a skills transfer plan in respect of any position in which a foreign national is employed. The Minister of Employment and Labour published Draft Regulation on the Employment of Foreign Nationals on December 28, 2018. The Draft Regulations are not yet effective.

Occupational Health and Safety Act

The OHSA sets out the minimum rights and duties of employers and employees to maintain, as far as reasonably practicable, a healthy and safe working environment. The OHSA does not apply to mines (unless specifically directed by the Labour Minister), which are regulated by the MHSA detailed above. Where the Group operates or manages workplaces that fall outside of the MHSA (such as its non-mining operations or workplaces), the OHSA applies, and the employer is required to discharge the duties as set out in the OHSA. The OHSA contains similar duties as those prescribed in the MHSA relating to the identification, assessment and control of occupational health and safety risks, which are enforced by inspectors from the Department of Employment and Labour and who have similar powers in terms of the OHSA as inspectors under the MHSA. A notable distinction between the OHSA and the MHSA is that each employer remains responsible for the occupational health and safety of their own employees and where an employer has engaged contractors, the employer can enter into a contract with the contractor agreeing to the arrangements and procedures between them to ensure compliance by the contractor with the provisions of the OHSA. This has the effect of the employer contracting out of its obligations in respect of the employees of contractors.

Compensation for Occupational Injuries and Diseases Act

COIDA provides a system of “no-fault” compensation for employees who are injured or killed in accidents that arise out of, and in the course and scope of their employment, or who contract occupational diseases. Employers must be registered with the Compensation Commissioner, or approved Mutual Assurance, and pay all levies and amounts due to the fund.

In the event of an occupational injury or disease resulting in the disablement of an employee or the death of an employee, the employee or the dependents of such deceased employee (as the case may be) are prevented from recovering damages from the employer of the employee or deceased employee, but must follow the procedures in place in terms of COIDA. Accordingly, the aforementioned persons shall have no civil claim against the employer of the injured or deceased employee.

The employee or the dependents of the deceased employee, however, may lodge a claim with the Compensation Commissioner in terms of COIDA for increased compensation if the occupational injury or disease was due to the negligence of an employer or other persons stipulated in section 56 of COIDA.

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The protection of employers under COIDA does not extend to a third-party contractor, and the employer may still be liable for any civil claims relating to occupational diseases and injuries contracted and sustained by a contractor’s employees while working at the employer’s operations.

Occupational Diseases Mines and Works Act

ODIMWA applies to all “controlled mines” or “controlled works” or where “risk work” is performed at a mine or works. An indication as to whether a mine or works is governed by the provisions of ODIMWA, is the certification of the mine or works by a Risk Committee in terms of ODIMWA and the requirement to pay ODIMWA levies to the Compensation Commissioner for Occupational Diseases. ODIMWA provides for the payment of compensation for certain specified lung diseases contracted by employees (including contractor employees) at controlled mines or works. It must be noted, however, that if an employee contracts an occupational disease that is not compensable under ODIMWA (i.e., noise-induced hearing loss), such employee will have a claim under COIDA regardless of whether the mine or works is “controlled”.

ODIMWA does not provide protection to an employer against liability for common law damages in respect of compensable diseases (as defined in ODIMWA). Accordingly, if an employee (including a contractor employee) contracts a compensable disease; such employee will be entitled to compensation under ODIMWA and may also institute a common law claim for damages against the employer for the balance of the employee’s claim to the extent that the claim is not to be covered under ODIMWA. The owner of the controlled mine or works is responsible for paying ODIMWA levies in respect of all persons working at a mine or works, including contractors’ employees.

Data protection legislation

Although POPI was promulgated in 2013, it only came into effect fully on July 1, 2020. Organizations were afforded a one-year grace period within which to align their activities with POPI, which came to an end on July 1, 2021. With effect from this date, the responsible person (i.e., the Group) must ensure that it processes personal information in accordance with the principles contained in the POPI. The ‘processing’ of personal information refers to the manner in which a data subject’s personal information is collected, received, recorded, collated, stored, updated or modified, retrieved, alter, used, transmitted or distributed, merged, linked, degraded, erased or destructed in South Africa. In addition, the POPI includes provisions relating to the processing of ‘special personal information’, which includes information concerning a data subjects religious or philosophical beliefs, race or ethnic origin, trade union membership, political persuasion, health or sex life, and criminal behavior or biometric information.

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MANAGEMENT

Board of directors

Under the Companies Law, the business and affairs of the Company are managed by, or are under the supervision of, our board of directors. Our board of directors may exercise all powers (as are not required to be exercised by the Company in general meeting) and may take all actions necessary for managing, and directing and supervising the management of, the business and affairs of the Company. Our Governing Documents provide that there shall be a board of directors consisting of no less than three and there shall be no maximum number unless otherwise determined by the Company by ordinary resolution. A director may be removed from office by the holders of ordinary shares by ordinary resolution, with or without cause. At each annual general meeting of the Company, every director shall retire from office and may offer himself or herself for reappointment by the shareholders.

For additional information regarding our board of directors, see “Description of Share Capital — Directors.

The following table sets forth certain information in respect of the current members of our board of directors:

Name	Age	Position
Arne Frandsen	55	Non-Executive Director (Chairman)
Erich Clarke	57	Executive Director (Chief Executive Officer)
Keith Liddell	63	Non-Executive Director
Raphael Vermeir	66	Non-Executive Director
Lumkile Mondi	59	Non-Executive Director

The following is a brief summary of the business experience of each of our directors. The business address of our board of directors is Oak House, Hirzel Street, St Peter Port, Guernsey, GY1 3RH.

Arne Frandsen has served as a director since 2008 and Chairman since 2018. Mr. Frandsen is the Co-Founder and Managing Partner of the Pallinghurst Group, which he founded in 2011. He is also currently the Chairman of the board of directors of Nouveau Monde Graphite and a member of the boards of directors of Nemaska Lithium and Antion Biosciences SA. From 2005 to 2006, he served as the Chief Executive Officer at Incwala Resources. Mr. Frandsen has over ten years of investment banking experience having worked as an investment banker at Goldman Sachs from 1993 to 1997 and at J.P. Morgan from 1997 to 2005, providing strategic advice and structuring mergers and acquisitions as well as corporate finance transactions for clients in 30 different countries, raising in excess of US$20 billion of capital. Mr. Frandsen holds degrees in Law from Tokai University in Tokyo, Japan and Stellenbosch University in South Africa and a Master of Laws from the University of Copenhagen in Denmark.

Erich Clarke is our Chief Executive Officer and a director, which positions he has held since 2015 and 2017, respectively. Mr. Clarke is a chartered accountant who joined the Company in November 2014 as the Chief Financial Officer. Prior to joining the Company, Mr. Clarke worked at the Imperial / Eqstra group for 18 years, where he served as Chief Executive Officer of the Contract Mining and Plant Rental division and as the Chief Financial Officer of Eqstra Holdings Limited. Mr. Clarke has 33 years of experience in general management, finance, audit and risk management. Mr. Clarke holds a Bachelor of Commerce degree in Accounting and Finance from the University of Port Elizabeth in South Africa.

Keith Liddell has served as a director since 2006. Mr. Liddell is a director of Lifezone and its licensee companies Kelltech and KTSA, a chair of Colomi Singapore Limited and a director of Cornish Lithium Limited and Keshel Consult Limited. In 2001, he established Mineral Securities Ltd (“Minsec”), a resource investment company, through which he invested in the Company in 2003. As an investor and executive Chairman of Sally Malay Mining Ltd (now Panoramic Resources Ltd), he was involved in the funding and development of the Savannah nickel mine in Western Australia and the acquisition of the Lanfranchi nickel mine in Western Australia. Prior to this, he joined Aquarius Platinum in 1996, becoming Managing Director in 1998, where he conceived and designed the Kroondal Platinum mine, which embodied novel

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mining, processing and management methods. Mr. Liddell holds a Bachelor of Science degree in Minerals Engineering from Birmingham University in Birmingham, United Kingdom and a Master of Science degree in Engineering from Witwatersrand University in Johannesburg, South Africa.

Raphael Vermeir has served as a director since 2020. Mr. Vermeir is an independent extractive industry consultant. His area of expertise is in operational excellence, the elimination of fatalities and safety maturity. He is currently the Chairman of the IP week 2021, has been a board member of ENI SpA since May 2020 and a senior advisor to Anglo American Platinum Limited, Energy Intelligence, Africa Matters Limited and Strategia Worldwide. From 1979 to 2015, Mr. Vermeir served as the VP Government Affairs International and President Nigeria for ConocoPhillips. Mr. Vermeir holds a mechanical and electrical engineering degree from Ecole Polytechnique in Brussels, Belgium and a Master’s degree in ocean engineering and management from Massachusetts Institute of Technology in Cambridge, Massachusetts.

Lumkile Mondi has served as a director since 2021. Dr. Mondi is a Senior Advisor to the Pallinghurst Partnership and a member of the Pallinghurst Group’s Senior Advisory Panel. In addition, he serves as a director for a number of the Pallinghurst Group’s investments and is a member of the Audit Committee of Gemfields Limited. For more than a decade, Dr. Mondi was the Chief Economist for Africa’s leading development finance institution. Dr. Mondi has more than 30 years or experience as a chief economist, scholar and senior business executive. While his main focus has been on economics, he also has more than two decades of experience as an executive and non-executive director of natural resources companies, as well as renewable energy and infrastructure companies in Europe and Africa. He has specific expertise of ESG and the implementation of best standards of governance. Dr. Mondi has also served on the Economic Advisory Panel for two South African Presidents, providing input to the country’s economic policy. He is a fellow of the African Leadership Initiative (an Aspen Institute Initiative). Dr. Mondi holds a BCom in Economics and Law and a BCom in Economics from University of the Witwatersrand, South Africa. He also earned a MA in Economics from Eastern Illinois University, Charleston, USA. Dr. Mondi was also awarded a PhD in Economics from University of the Witwatersrand.

Executive officers

Our executive officers are responsible for the day-to-day management of our business and for implementing the general policies and directives established by our board of directors. Our executive officers serve at the discretion of our board of directors, which may at any time revoke, withdraw, alter or vary all of any of the powers conferred to the executive officers.

The following table sets forth certain information in respect of our executive officers:

Name	Age	Position
Erich Clarke	57	Chief Executive Officer
Elmarie Maritz	47	Chief Financial Officer
Casper Badenhorst	54	Chief Operating Officer
Lael Bethlehem	54	Chief ESG Officer
Christian Phephenyane	46	Executive Corporate Affairs & Human Capital

The following is a brief summary of the business experience of each of our executive officers.

Erich Clarke. See “— Board of directors.”

Elmarie Maritz is our Chief Financial Officer, which position she has held since 2016. Mrs. Maritz is a chartered accountant who joined the Company in July 2010. Prior to joining the Company, Ms. Maritz spent two years at KPMG South Africa as a tax consultant. She later joined IFS, an internationally listed software company, where she was responsible for financial control in a region comprising Africa, the Middle East and India from July 2001 to December 2007 and was a business consultant from January 2008 to June 2010. Mrs. Maritz began her career in the mining industry by offering business consulting services to BRC DiamondCore Ltd from January 2008 to June 2010, to Alliance Mining Corporation Ltd from January 2010 to April 2010 where she also served as acting chief financial officer, and to Central African Gold Plc from June 2010 to December 2010. Mrs. Maritz holds a Bachelor of Commerce degree in Accounting

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Science from the University of Pretoria in South Africa and a Bachelor of Accounting Science in Financial Accounting (Honours) from the University of South Africa.

Casper Badenhorst is our Chief Operating Officer, which position he has held since 2013. Mr. Badenhorst joined the Company in January 2010 as the General Manager of PPM. Prior to joining the Company, Mr. Badenhorst spent five years at Witkop Fluorspar Mine (Sallies) where, prior to his departure, he served as the General Manager. He also spent two years at Basil Read in Botswana managing a gold mining operation. Mr. Badenhorst has 33 years of experience in the fields of geology, mining and minerals extraction. Mr. Badenhorst holds a Bachelor of Technology degree in Geology from the Tshwane University of Technology in South Africa and he also completed a post graduate diploma in Mineral Resource Management at the University of the Free State in South Africa.

Lael Bethlehem is our Chief ESG Officer, which position she has held since December 2021. From May 2015 to December 2021, she served as a member of our board of directors. From June 2013 to November 2021, Ms. Bethlehem was an Investment Executive at Hosken Consolidated Investment, where she specialized in inner city housing development and renewable energy investments, as well as the group’s environmental and diversity reporting. She is a non-executive board member of the IDC, a shareholder of the Company. She previously chaired the Board Investment Committee and currently chairs the Board Risk Committee of IDC’s board of directors. Ms. Bethlehem received a Bachelor of Arts in Political Studies and Industrial Sociology and a Master of Arts degree in Industrial Sociology from the University of Witwatersrand in Johannesburg, South Africa.

Christian L. Phephenyane is our Executive in Corporate Affairs and Human Capital, which position he has held since 2016. Mr. Phephenyane is responsible for the Company’s human resources business strategy. Prior to joining us, Mr. Phephenyane served as the human resources manager of Sallies Limited from January 2006 to March 2010 and of Loungefoam from January 2003 to May 2006. Mr. Phephenyane has more than 19 years of experience in human resources management across a variety of industries, including mining, manufacturing, construction and engineering. Mr. Phephenyane holds a bachelor’s degree in Human Resources from Wits University in Johannesburg, South Africa.

Other key management members

The following table sets forth certain information in respect of our other key management of our operating subsidiaries:

Name	Age	Position
Dean Riley	59	Project Manager
Aart Broekhuizen	53	General Manager – Mining Technical Services
Barry Davis	59	General Manager – Surface Operations
Victor Ndlovu	51	General Manager – Underground Operations
Mpho Ramonotsi	49	Kell Project Manager

The following is a brief summary of the business experience of each of our other key management.

Dean Riley is our Project Manager, which position he has held since May 2007. Prior to joining us, Mr. Riley spent three years at Lonmin plc, where he served as Systems Engineer and five years at Messina Platinum Mines Limited, where he was tasked with the management and construction of the shaft complex and underground mining infrastructure. He also spent 14 years at Northam Platinum Limited as engineer and plant superintendent, where he assisted in the construction and operation of two concentrators and a base metal removal plant. Mr. Riley has 33 years of experience in the fields of engineering and metallurgical processing. Mr. Riley holds a Mechanical Engineering degree from Wits Technikon and he obtained his Government Certificate of Competency Mechanical in 1997.

Aart Broekhuizen is our General Manager of Mining Technical Services, which position he has held since 2014. Mr. Broekhuizen joined us in April 2010 as the Mineral Resource Manager and then served as Mining Operations Manager of PPM from March 2011 until April 2013. Mr. Broekhuizen has 36 years of experience and started his career in South Africa’s coal mining industry and prior to joining the Company, he

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worked at Lonmin plc from 1997 to 2008 and BHP Billiton Canada Inc. from April 2008 to March 2010. Mr. Broekhuizen holds a Bachelor of Science degree in Geology and a Master of Science degree in Structural Geology from the University of Pretoria in South Africa. He also obtained a blasting license for metalliferous mines and is an accredited Master Black Belt in the Lean Six Sigma continuous improvement methodology.

Barry Davis is our General Manager of Surface Operations, which position he has held since February 2014. Prior to joining us, Mr. Davis spent 25 years at Anglo American Platinum Limited holding a number of positions including Senior Concentrator Manager and Business Area Manager. Mr. Davis began his career as a Process Engineer at the Precious Metal Refinery and fulfilled the roles of Design and Commissioning Engineer, Metallurgist and spent most of his career as the Manager of the Mogalakwena Concentrator Complex in Mokopane. Mr. Davis holds a National Diploma in Metallurgical Engineering from Vaal University of Technology in South Africa.

Victor Ndlovu is our General Manager of Underground Operations, which position he has held since 2021. Mr. Ndlovu has worked in the mining industry for more than 27 years, having spent most of those years with Lonmin PLC as a General Manager. He has extensive experience in underground operations in both decline and vertical shafts. He has expertise in process improvement and is accredited with Master Black Belt in the Lean Six Sigma continuous improvement methodology. Mr. Ndlovu holds a BTech degree in mining from University of Johannesburg.

Mpho Ramonotsi is our Kell Project Manager, which position he has held since 2014. Prior to assuming this role, Mr. Ramonotsi served as our Metallurgist and Process Manager and as Assistant Project Management when he joined us in 2008. In addition to managing the PPM’s Kell plant, where he demonstrates his extensive management experience in various mining sectors across different minerals, including precious metals, diamonds and base metals, he is also the Chairman of the South African Minerals to Metal Research Institute (SAMMRI). Prior to joining us, Mr. Ramonotsi was a Plant Manager at Lonmin plc from July 2006 to September 2007. He has also previously held engineering positions at Impala Platinum Holdings Limited and Anglo American Platinum Limited. Mr. Ramonotsi holds Bachelor of Science and Master of Science degrees in Chemical Engineering from the University of Cape Town in Cape Town, South Africa.

Family relationships

There are no family relationships among any of our directors or executive officers.

Foreign private issuer status

The Company will be considered a “foreign private issuer” under U.S. securities laws and NYSE listing rules. NYSE listing rules include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards of NYSE. The application of such exceptions requires that we disclose each NYSE corporate governance standard that we do not follow and describe the Guernsey corporate governance practices we do follow in lieu of the relevant NYSE corporate governance standard. Upon completion of this offering, we intend to follow Guernsey corporate governance practices in lieu of the corporate governance requirements of NYSE in respect of the following:

•

the requirement under Rule 303A.03 of the NYSE listing rules that requires that non-management directors of each U.S. company that is listed on the NYSE must meet at regularly scheduled executive sessions without management;

•

the requirement under Section 303A.08 of the NYSE listing rules that a listed issuer obtain shareholder approval when it establishes or materially amends an all equity-compensation plans and material revisions thereto; and

•

the requirement under Rule 312.03 of the NYSE listing rules that requires a listed issuer to obtain shareholder approval prior to issuing or selling securities (or securities convertible into or exercisable for common stock) that equal 20% or more of the issuer’s outstanding common stock or voting power prior to such issuance or sale.

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Guernsey law does not impose a requirement that our independent directors meet regularly without other members of the board present or that we obtain shareholder approval prior to establish or materially amend an all equity-compensation plan or issuing or selling securities that equal 20% or more of our outstanding common stock or voting power.

We otherwise intend to comply with the rules generally applicable to U.S. domestic companies listed on the NYSE. We may in the future decide to use the foreign private issuer exemption with respect to some or all of the other NYSE corporate governance rules.

Board committees

Audit and risk committee

Under the Companies Law, an audit committee of the board of directors is not required, however, our Governing Documents provide that our board of directors may delegate any of its powers to committees consisting of two or more directors as our board of directors thinks fit. In the exercise of the powers delegated, any committee that is formed will conform to any regulations that may be imposed on it by our board of directors.

Under NYSE corporate governance requirements, we are required to maintain an audit committee consisting of at least three independent directors, all of whom are financially literate and one of whom has accounting or related financial management expertise.

The audit and risk committee, which is expected to consist of            ,             and            , will assist our board of directors in overseeing our accounting and financial reporting processes and the audits of our financial statements.           will serve as chairman of the audit and risk committee. In addition, the audit and risk committee will be directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. The audit and risk committee will consist exclusively of members of our board of directors who are financially literate.             is considered an “audit committee financial expert” as defined by the SEC.

Our board of directors has determined that            ,             and             satisfy the “independence” requirements set forth in Rule 10A-3 under the Exchange Act. SEC and NYSE rules with respect to the independence of our audit and risk committee require that all members of our audit and risk committee must meet the independence standard for audit committee membership within one year of the effectiveness of the registration statement for our initial public offering.

The audit and risk committee will be governed by a charter that complies with the Companies Act, the applicable rules and regulations of the SEC, NYSE rules, the JSE Listing Requirements and the provisions of the King Report on Corporate Governance for South Africa (“King IV”). Upon the completion of this offering, the audit and risk committee will be responsible for, among other matters:

•

appointing and retaining our independent auditors, subject to board of directors and shareholder ratification;

•

overseeing the independence, compensation and performance of the company’s independent auditors;

•

the appointment, compensation, retention and oversight of any accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit services;

•

pre-approval of audit and non-audit services to be provided by the independent auditors;

•

reviewing with management and our independent directors our financial statements prior to their submission to the SEC; and

•

approval of certain transactions with office holders, and other related party transactions.

The audit and risk committee will meet as often as it determines is appropriate to carry out its responsibilities.

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Other board committees

Prior to the completion of this offering, our board of directors also expects to establish the following committees: (1) a remuneration committee; (2) a nominating and corporate governance committee; (3) a social, ethics and sustainability committee; (4) a health and safety committee; and (5) a technical and projects committee. Once the composition and responsibilities of each of these committees is finalized, we will provide a summary thereof. Our board of directors is also empowered to form ad-hoc board committees to deal with specific circumstances that may arise.

Compensation of directors and senior management

The aggregate compensation, including benefits in kind, accrued or paid to our directors and senior management with respect to the years ended December 31, 2021 and 2020 for services in all capacities was US$2.2 million and US$2.4 million, respectively.

The following table provides information about the compensation paid to our directors and senior management on an individual basis for the year ended December 31, 2021:

Name	Salary		Bonus		Total
​	(in US$ thousands)
Directors	​	​	​	​	​	​
Non-executive directors:	​	​	​	​	​	​
Arne Frandsen	​	89	​	—	​	89
Keith Liddell	​	56	​	—	​	56
Kutlwano Motlhabane(1)	​	48	​	—	​	48
Lumkile Mondi(2)	​	34	​	—	​	34
Lael Bethlehem(3)	​	59	​	—	​	59
Molefe John Pilane(4)	​	48	​	—	​	48
Raphael Vermeir	​	62	​	—	​	62
Andrew Willis(5)	​	29	​	—	​	29
​	​	425	​	—	​	425
Executive director:	​	​	​	​	​	​
Erich Clarke	​	442	​	142	​	584
Total director compensation	​	867	​	142	​	1,009
Senior management	​	​	​	​	​	​
Casper Badenhorst	​	368	​	118	​	486
Elmarie Maritz.	​	248	​	70	​	318
Lael Bethlehem(3)	​	19	​	101	​	120
Christian Phephenyane	​	245	​	62	​	307
Total senior management compensation	​	880	​	351	​	1,231
Total director and senior management compensation	​	1,747	​	493	​	2,240

(1)

Mr. Motlhabane ceased to be a director of the Company on October 19, 2021.

(2)

Mr. Lumkile Mondi was appointed as a director of the Company on June 9, 2021.

(3)

From January 1, 2021 to November 30, 2021, Ms. Bethlehem was a member of the board of directors of the Company. She ceased to be a director of the Company and became Chief ESG Officer on December 1, 2021.

(4)

Mr. Pilane ceased to be a director of the Company on October 19, 2021.

(5)

Mr. Andrew Willis ceased to be a director of the Company on June 9, 2021.

The following table provides information about the compensation paid to our directors and senior management on an individual basis for the year ended December 31, 2020:

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Name	Salary		Bonus		Total
​	(in US$ thousands)
Directors	​	​	​	​	​	​
Non-executive directors:	​	​	​	​	​	​
Arne Frandsen	​	83	​	—	​	83
Lael Bethlehem	​	55	​	—	​	55
Keith Liddell	​	53	​	—	​	53
Kutlwano Motlhabane	​	53	​	—	​	53
Molefe John Pilane	​	55	​	—	​	55
Raphael Vermeir	​	31	​	—	​	31
Andrew Willis	​	51	​	—	​	51
Chris Von Christierson(1)	​	20	​	—	​	20
​	​	401	​	—	​	401
Executive director:	​	​	​	​	​	​
Erich Clarke	​	381	​	330	​	711
Total director compensation	​	782	​	330	​	1,112
Senior management	​	​	​	​	​	​
Casper Badenhorst	​	315	​	272	​	587
Elmarie Maritz.	​	202	​	140	​	342
Christian Phephenyane	​	205	​	135	​	340
Total senior management compensation	​	722	​	547	​	1,269
Total director and senior management compensation	​	1,504	​	877	​	2,381

(1)

Mr. Chris Von Christierson ceased to be a director of the Company on May 20, 2020.

In addition to the compensation described in the table above, senior management is also eligible to receive awards of Units pursuant to our 2021 cash-settled long-term incentive plan described below. No Units were granted during the year ended December 31, 2020. In the year ended December 31, 2021, Mr. Clarke, Mr. Badenhorst, Ms. Bethlehem, Ms. Maritz and Mr. Phephenyane were granted 4,287,368 Units, 2,869,608 Units, 2,008,381 Units, 1,918,508 Units and 1,491,299 Units, respectively.

In January 2022, Mr. Clarke, Mr. Badenhorst, Ms. Maritz and Mr. Phephenyane were granted an additional 537,630 Units, 350,738 Units, 255,079 Units and 223,551 Units.

Employment agreements

The Company has entered into employment agreements with each of our CEO, CFO and COO. The terms of these employment agreements include, among other things, duration, remuneration, the treatment of confidential information and employment benefits. These agreements are governed by Guernsey law.

Long-term incentive plans

Long-term incentive plan 2021

On March 24, 2021, the Company’s board of directors approved a cash-settled long term incentive plan (the “2021 Plan”), pursuant to which the Company issued initial awards to certain of its employees in July 2021. The 2021 Plan was designed to: (1) compensate eligible employees with long-term awards linked to the success and growth of the Company; (2) incentivize eligible employees to meet the Company’s strategic objectives; (3) align the interests of eligible employees and stakeholders; and (4) retain skilled employees. Full-time salaried employees of the Company and its subsidiaries, including executive directors but excluding non-executive directors, are eligible for the 2021 Plan.

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Participants in the 2021 Plan are granted units providing a conditional right to cash payments based on the value of the Company’s ordinary shares (“Units”). The Units typically vest: (1) on the third anniversary of the award date depending upon the achievement of certain performance conditions relating to the Company’s financial and operating performance (“Performance Conditions”); or (2) pro rata on the occurrence of certain liquidity events, such as this offering, and the first and second anniversaries thereafter (“Milestone Conditions”), in each case, subject to the participant’s continued employment through the date of each vesting event. Participants may also be awarded bonus Units that vest on the third anniversary of the award date, subject only to the participant’s continued employment (“Bonus Units”). Vested Units will only be settled by the Company to the extent that cash payments settling the Units do not exceed 10% of the Group’s cumulative free cash flow for the then current financial year.

As of April 19, 2022, there were 1,441,675 Units subject to Performance Conditions, 17,166,020 Units subject to Milestone Conditions and 2,990,417 Bonus Units outstanding under the 2021 Plan. The 2021 Plan has no limit on the Units available for issuance, but following the consummation of this offering, no additional Units will be granted pursuant to the 2021 Plan, which will be extinguished, and all outstanding, unvested Units will roll over and be replaced by awards of equivalent value under the 2022 Plan (as defined below).

Long-term incentive plan 2022 (post-IPO plan)

In connection with the consummation of this offering, we intend to implement a long-term equity incentive plan (the “2022 Plan”) with the purpose of advancing the interests of our shareholders by enhancing our ability to attract, retain and motivate individuals to perform at the highest level. The 2022 Plan will govern issuances of equity incentive awards following the closing of this offering, and will replace the 2021 Plan. All outstanding, unvested Units granted pursuant to the 2021 Plan will roll over and be replaced by awards of equivalent value under the 2022 Plan.

Participants in the 2022 Plan will be granted awards of shares in the Company, including: (1) regular, annual awards of ordinary shares in the Company, the vesting of which will be subject to the fulfilment of certain performance and employment conditions (“Conditional Shares”); and (2) annual and/or ad hoc awards of shares in the Company, the vesting of which will be subject to the participant fulfilling certain employment conditions (“Forfeitable Shares”). The Forfeitable Shares may be awarded by the Company as any of the following: (i) Milestone Shares (to reward certain specific strategic milestones achieved by senior employees); (ii) Sign-on Shares (to attract and compensate new employees for, inter alia, value forfeited and/or opportunity cost from their previous employers); (iii) Retention Shares (for key talent generally below executive committee level); and/or (iv) Deferred Bonus Shares (that will make up a portion of a participant’s deferred bonus).

Participants will not be entitled to any shareholder rights before the settlement of the Conditional Shares. However, participants will be entitled to dividend equivalents on settlement to the extent that the underlying award vests. Awards of Conditional Shares cannot be disposed of or encumbered by the participant prior to vesting and will be subject to forfeiture and disposal restrictions until vesting.

The Forfeitable Shares will be held by an escrow agent on behalf of the participant until they vest. Participants will become beneficial owners of the Forfeitable Shares from the settlement date, shortly after the award date, and will immediately benefit from dividends and have shareholder voting rights in respect of the Forfeitable Shares. The Forfeitable Shares cannot be disposed of or encumbered by the participant prior to vesting and will be subject to forfeiture and disposal restrictions until vesting.

The 2022 Plan will focus on awards of Conditional Shares to senior employees and awards of Forfeitable Shares (most commonly in the form of Deferred Bonus Shares) to the executives and a wider employee base, with Sign-on, Retention and Milestone Shares for specific achievements/milestones. Upon the commencement of the 2022 Plan, both the performance period and the employment period for all award types will be three years.

The maximum aggregate number of shares that may be issued at any time pursuant to awards under the 2022 Plan is expected to be equivalent to 5% of the total number of issued shares immediately following this offering. The maximum number of shares that may be allocated to an individual participant in respect

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of all unvested awards under the 2022 Plan may not exceed 1% of the total number of issued shares immediately following this offering.

Exculpation, insurance and indemnification of directors

Under the Companies Law, a company may not exculpate a director from liability in connection with any negligence, default, breach of duty or breach of trust, including in any provision whether contained in a company’s Governing Documents or in any contract with the company. However, a Guernsey company may purchase and maintain insurance for a director or an associated company against any such liability. The company may not exculpate in advance a director from liability arising from a breach of his or her duty of care in connection with a prohibited dividend or distribution to shareholders.

The Companies Law permits a third party indemnity provision for indemnity against liability incurred by a director to a person other than the company or an associated company, if the provision does not provide any indemnity against:

•

any liability of the director to pay a fine imposed in criminal proceedings or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature; or

•

any liability incurred by the director:

◦

in defending criminal proceedings in which the director is convicted;

◦

in defending civil proceedings brought by the company or an associated company in which judgment is given against the director; or

◦

in connection with an application for relief for a proceeding for negligence, default, breach of duty or breach of trust against an officer of a company or a person appointed by a company as auditor, in which the court refuses to grant the director relief.

Under the Companies Law, if in proceedings for negligence, default, breach of duty or breach of trust against an officer of a company it appears to the court that the officer is or may be liable but that he or she acted honestly and reasonably and considering all circumstances of the case, the officer ought to be excused, the court may relieve the officer, either in whole or in part, from liability on such terms and conditions as the court thinks fit. In addition, where an offense is committed by a company and it is proved to have been committed with the consent of, or to be attributable to any neglect on the part of an officer or any shadow director of the company, such officer or shadow director is guilty of the offense and may be proceeded against and punished accordingly.

In accordance with our Governing Documents and to the extent permitted by the Companies Law, we have purchased directors’ and officers’ liability insurance. This provides insurance cover for any claim brought against directors or officers for wrongful acts in connection with their positions. The insurance provided does not extend to claims arising from fraud or dishonesty and it does not cover civil or criminal fines or penalties imposed by law.

Prior to the completion of this offering, we intend to enhance our directors’ and officers’ liability insurance to comply with market standard for companies listed on the NYSE.

Share ownership

The number of ordinary shares beneficially owned by our directors and officers and/or entities affiliated with these individuals are disclosed in the section entitled “Principal and Selling Shareholders.”

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PRINCIPAL AND SELLING SHAREHOLDERS

The following tables and accompanying footnotes present information relating to the beneficial ownership of our ordinary shares: (1) as of April 19, 2022; (2) immediately prior to the completion of this offering (after giving effect to the Reverse Share Split); (3) following the sale of our ordinary shares in this offering, assuming no exercise of the over-allotment option; and (4) following the sale of our ordinary shares in this offering, assuming the over-allotment option is exercised in full, by:

•

each person, or group of affiliated persons, known by us to own beneficially 5% or more of our outstanding shares;

•

each of our directors and executive officers individually;

•

all of our directors and executive officers as a group; and

•

the selling shareholders, which consist of           and           .

The number of ordinary shares beneficially owned by each entity, person, executive officer or director is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days through the exercise of any option, warrant or other right. The percentages of beneficial ownership in the table below are calculated on the basis of the following numbers of shares outstanding:

•

as of April 19, 2022: 3,095,401,663 ordinary shares;

•

immediately prior to the completion of this offering (after giving effect to the Reverse Share Split):           ordinary shares;

•

following the sale of ordinary shares in this offering, assuming no exercise of the over-allotment option:           ordinary shares; and

•

following the sale of ordinary shares in this offering, assuming exercise in full of the over-allotment option:           ordinary shares.

All of our shareholders, including the shareholders listed below, have the same voting rights attached to their ordinary shares. See “Description of Share Capital — Shares — Voting Rights.” Following the closing of this offering, neither our principal shareholders nor our directors and executive officers have different or special voting rights with respect to their ordinary shares.

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Prior to this Offering

Shareholder	Ordinary Shares Outstanding as of April 19, 2022				Ordinary Shares Outstanding Immediately Prior to this Offering (after giving effect to the Reverse Share Split)
	Ordinary Shares		%		Ordinary Shares		%
5% Shareholders	​	​	​	​	​	​	​	​
Bakgatla(1)	​	796,641,096	​	25.7%	​	​	​	​
IDC(2)	​	487,397,167	​	15.7%	​	​	​	​
NGPMR (Cayman) LP(3)	​	213,710,370	​	6.9%	​	​	​	​
Gemfields Resources Fund LP(4)	​	202,364,933	​	6.5%	​	​	​	​
Pallinghurst EMG African Queen LP(5)	​	206,034,803	​	6.7%	​	​	​	​
AMCI ConsMin (Cayman) LP(6)	​	170,362,478	​	5.5%	​	—	​	—
Smedvig G.P. Limited(7)	​	170,208,555	​	5.5%	​	​	​	​
RPM(8)	​	165,716,314	​	5.4%	​	​	​	​
Telok Ayer Street VI Limited(9)	​	160,199,883	​	5.2%	​	​	​	​
Directors and Executive Officers	​	​	​	​	​	​	​	​
Arne Frandsen	​	—	​	—	​	​	​	​
Erich Clarke	​	—	​	—	​	​	​	​
Keith Liddell	​	*	​	*	​	​	​	​
Raphael Vermeir	​	—	​	—	​	​	​	​
Lumkile Mondi	​	—	​	—	​	​	​	​
Elmarie Maritz	​	—	​	—	​	​	​	​
Casper Badenhorst	​	—	​	—	​	​	​	​
Lael Bethlehem	​	—	​	—	​	​	​	​
Christian Phephenyane	​	—	​	—	​	​	​	​
All directors and executive officers as a group (9 persons)	​	*	​	*	​	​	​	​

*

Represents beneficial ownership of less than one percent (1%) of the outstanding shares of our ordinary shares.

(1)

The Bakgatla Ba Kgafela Tribe is a universitas personarum, being a traditional community and tribe established according to indigenous custom in South Africa.

(2)

The Industrial Development Corporation of South Africa Limited is a corporation established under Section 2 of the South African Industrial Development Corporation Act 1940. IDC is a self-financing national development finance institution that is fully owned by the South African government.

(3)

NGPMR (Cayman) LP is a Cayman Islands limited partnership. John T. Raymond, a citizen of the United States, and John G. Calvert, a dual citizen of the United States and Australia, manage and control NGPR (Cayman) LP as the Chief Executive Officer and Chief Operating Officer, respectively, of NGP M&R Mining, LLC, a limited liability company organized under the laws of Delaware, which is the general partner of NGPMR (Cayman) LP. The limited partners of NGPMR (Cayman) LP are: (i) NGP Midstream & Resources, L.P., a limited partnership organized under the laws of Delaware, holding a 50% partnership interest in NGPMR (Cayman) LP; (ii) NGP M&R Offshore Holdings, L.P., a limited partnership organized under the laws of Delaware, holding a 27% partnership interest in NGPMR (Cayman) LP; (iii) Natural Gas Partners IX, L.P. a limited partnership organized under the laws of Delaware, holding a 22% partnership interest in NGPMR (Cayman) LP; and (iv) NGP IX Offshore Holdings, L.P., a limited partnership organized under the laws of Delaware, holding a 1% partnership interest in NGPMR (Cayman) LP. NGP MR, LP may be deemed to be a beneficial owner of NGPMR (Cayman) LP solely in its capacity as the general partner of both NGP Midstream & Resources, LP and NGP M&R Offshore Holdings, L.P. NGP MR GP, LLC may be deemed to be a beneficial owner of NGPMR (Cayman) LP solely in its capacity as the general partner of NGP MR,

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LP. John Raymond and John G. Calvert may be deemed to be a beneficial owners of NGPMR (Cayman) LP solely in their capacities as the Chief Executive Officer and Chief Operating Officer, respectively, and Managing Partners of NGP MR GP, LLC.

(4)

Gemfields Resources Fund LP is a Cayman Islands limited partnership. Gemfields Resources Fund LP’s sole limited partner is Gemfields Group Limited, a company organized under the laws of Guernsey whose shares are listed on the Johannesburg Stock Exchange and the Alternative Investment Market of the London Stock Exchange. Gemfields Group Limited does not have a controlling shareholder.

(5)

Pallinghurst EMG African Queen LP is a Cayman Islands limited partnership. Pallinghurst EMG African Queen LP’s sole limited partner is the Stichting Pensioenfonds ABP, a pension fund for government and education employees in the Netherlands, which is administered by its subsidiary APG, a Dutch pension investment company.

(6)

AMCI ConsMin (Cayman) LP is a Cayman Islands limited partnership. AMCI ConsMin (Cayman) LP is indirectly owned by Hans Mende, a citizen of Germany, and Fritz Kundrum, a citizen of the United States.

(7)

Smedvig G.P. Limited is a private limited company organized under the laws of Jersey. Smedvig G.P. Limited’s sole shareholder is Smedvig and Co. Limited, a private limited company organized under the laws of Jersey. Soteira Limited, as a trustee of The Arete Settlement, is the only shareholder of Smedvig and Co. Limited that holds more than 25% shareholding. The Arete Settlement was established under the laws of the Island of Jersey on November 25, 2006. The original and current sole trustee of the Arete Settlement is Soteira Limited, a company incorporated in Jersey. The settlor of the Arete Settlement is Peter Thomas Smedvig, who is a citizen of Norway, and the beneficiary of the Settlement is Anna Margaret Smedvig, who is also a citizen of Norway.

(8)

Rustenburg Platinum Mines Limited is a limited liability public company incorporated in South Africa. It is wholly owned by Anglo American Platinum Limited, a company incorporated in South Africa, whose majority shareholder is Anglo American plc, a public limited company incorporated in the United Kingdom with a primary listing on the London Stock Exchange. Anglo American plc does not have a controlling shareholder.

(9)

Telok Ayer Street VI Limited is a company incorporated in the British Virgin Islands. It is managed by Temasek Holdings (Private) Limited, a limited liability company incorporated in Singapore and owned by the government of Singapore.

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Immediately following this offering

Shareholder	Assuming no exercise of the over- allotment option		Assuming the over-allotment option is exercised in full
	Ordinary Shares	%	Ordinary Shares	%
5% Shareholders	​	​	​	​
Bakgatla	​	​	​	​
IDC	​	​	​	​
NGPMR (Cayman) LP	​	​	​	​
Gemfields Resources Fund LP	​	​	​	​
Pallinghurst EMG African Queen LP	​	​	​	​
AMCI ConsMin (Cayman) LP	​	​	​	​
Smedvig G.P. Limited	​	​	​	​
RPM	​	​	​	​
Telok Ayer Street VI Limited	​	​	​	​
Directors and Executive Officers	​	​	​	​
Arne Frandsen	​	​	​	​
Erich Clarke	​	​	​	​
Keith Liddell	​	​	​	​
Raphael Vermeir	​	​	​	​
Lumkile Mondi	​	​	​	​
Elmarie Maritz	​	​	​	​
Casper Badenhorst	​	​	​	​
Lael Bethlehem	​	​	​	​
Christian Phephenyane	​	​	​	​
All directors and executive officers as a group (9 persons)	​	​	​	​

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RELATED PARTY TRANSACTIONS

Set forth below are descriptions of our principal transactions with related parties. For more information about our related party transactions, see note 24 to our audited annual consolidated financial statements included elsewhere in this prospectus.

Agreements with shareholders and affiliates

Notarial deed of lease

On April 17, 2012, the Bakgatla, the Minister of Rural Development and Land Reform and IBMR entered into a notarial deed of lease (the “Notarial Deed of Lease”), which was registered on or about October 3, 2012, with the South African Deeds Registry. In terms of the Notarial Deed of Lease, the Bakgatla leases the Wilgespruit farm to IBMR for an amount equal to R290.00 per hectare per annum, which amount escalates annually by the consumer price index on the anniversary of the signature date of the Notarial Deed of Lease (i.e., April 17, 2012). IBMR is liable for all cost of connection, rates, taxes, electricity, water, gas, and any other utilities and costs consumed and/or incurred by the Bakgatla on the Wilgespruit farm. The Bakgatla also grants an option to IBMR to incorporate one or more of the following properties or any portions thereof, into the current lease: (a) undivided 1∕2 share in and to the Koedoesfontein farm; (b) the remaining extent of the Legkraal farm, measuring 711.4 hectares and held under deed of transfer no. T17606/1935BP; and (c) the remaining extent of portion 1 of the Rooderand farm, measuring 495.6 hectares and held under deed of transfer no. T8993/1916BP or portions thereof. The aforementioned option granted to IBMR subsists for the duration of the agreement and has not been exercised.

The Notarial Deed of Lease is valid until the later of: (i) IBMR obtaining a closure certificate, certifying that the mining operations on the Wilgespruit farm are finished and that the rehabilitation of the Wilgespruit farm is complete; and (ii) the transfer of the environmental liabilities by IBMR to a qualifying third party (acceptable to the Bakgatla) in accordance with section 43(2) of the MPRDA.

Subscription agreement

On or about October 30, 2012, the Company, certain of its subsidiaries, the Bakgatla, Pallinghurst Ivy Lane and RPM, among others, entered into a subscription agreement (the “Subscription Agreement”) pursuant to which, inter alia, the Bakgatla, RPM and Pallinghurst Ivy Lane subscribed for shares in the Company, which such subscriptions were fully implemented. The Subscription Agreement shall endure indefinitely unless terminated by the parties thereto in writing and by mutual consent. In terms of the Subscription Agreement, RPM has the following rights:

•

the right to nominate for appointment, one director to the board of the Company, subject to the approval of the shareholders of the Company by way of ordinary resolution; and

•

once mining commences on the Magazynskraal farm, the exclusive pre-emptive right to purchase the concentrate produced pursuant to the ore mined from the Magazynskraal farm (“Magazynskraal Concentrate”), subject to certain terms and conditions as set out in the Subscription Agreement. In this regard, once mining commences, PPM shall provide a notice to RPM to commence negotiations on the terms of the sale of the Magazynskraal Concentrate and the parties shall negotiate in good faith such market related terms for a period of 90 days from the date of the aforementioned notice), provided that if an agreement cannot be reached between the parties within such 90 day period, then RPM shall have the right (within a further 90 days) to put the terms of the Magazynskraal Concentrate sale to PPM on the terms set out in Annexure B to the Subscription Agreement; provided further that should RPM not put such terms to PPM within the said 90 day period, PPM shall not be entitled to sell, exchange, release, transfer, alienate or otherwise encumber the Magazynskraal Concentrate unless (i) PPM has first offered such Magazynskraal Concentrate to RPM on the same terms offered by or to a third party; and (ii) RPM has rejected the aforementioned offer referred to in (i) or not accepted it within a period of 90 days after the offer was made to RPM, in which event PPM shall within a period of 30 days after the end of the said 90 day period be entitled to sell the Magazynskraal Concentrate to such third party but only on the material terms offered to RPM.

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Relationship agreement

On or about October 30, 2012, the Company, certain of its subsidiaries, the Bakgatla, Pallinghurst Ivy Lane, Bakgatla Pallinghurst JV Proprietary Limited, Lexshell 38 General Trading Proprietary Limited, Pallinghurst (Cayman) GP L.P, Investec, entered into a relationship agreement (“Relationship Agreement”) which primarily governs the relationship between certain significant shareholders, and such shareholders and the Company, in particular, the relationship between the Bakgatla and the Company. The Relationship Agreement shall endure indefinitely unless terminated by the parties thereto in writing and by mutual consent. Under the Relationship Agreement:

•

the Company warrants that, for so long as the Bakgatla holds not less than 25% of the Company’s entire issued share capital, the Bakgatla shall be entitled to nominate for appointment three directors to the board of the Company, subject to the approval of the shareholders of the Company by way of ordinary resolution, provided that such persons identified by the Bakgatla for appointment are eligible for appointment under Guernsey law. Following a listing of the Company’s share on a recognized stock exchange, for so long as the Bakgatla holds not less than 5% of the Company’s entire issued share capital, the Bakgatla shall be entitled to nominate one director for appointment to our board of directors; and

•

until such time as the United Kingdom City Code on Takeovers and Mergers (the “UK Code”) becomes applicable, or any other applicable law which gives the Company’s shareholders protections on terms more favorable than, as favorable as, or as close as possible to the protections contained in section 123 of the Companies Act, 2008 or the UK Code, then each of Investec, Pallinghurst Ivy Lane, Pallinghurst Investment Consortium II (Lux) S.a r.l., Pallinghurst Investor Consortium (Lux) S.a.r.l., Dutch Investments (Lux) S.a r.l. (“Pallinghurst Investor Consortium”) and the Bakgatla are afforded certain tag-along rights in respect of the potential sale of either party’s shares in the Company, subject to certain thresholds in relation to the percentage of issued share capital of the Company. In terms of the Relationship Agreement, where Pallinghurst Investor Consortium and/or any member of the Pallinghurst Investor Consortium group wishes to dispose of all or part of its interest in the Company (which in aggregate represents 35% of the issued share capital in the Company) either through one or more disposals, the Pallinghurst Investor Consortium shall notify the Bakgatla thereof in writing, and the Bakgatla shall have the right, to require Pallinghurst Investor Consortium to procure that the acquirer offers to purchase an equivalent proportion of the Bakgatla's interest in the Company, on mutatis mutandis the same terms, and no sale shall be entered into between the Pallinghurst Investor Consortium and the acquirer, unless the acquirer has extended such an offer to BBKT.

Indemnity agreements

On or about October 30, 2012, each of the Bakgatla, Pallinghurst Ivy Lane, Pallinghurst Investment Consortium II (Lux) S.a r.l., Pallinghurst Investor Consortium (Lux) S.a r.l, Investec and the Company and certain of its subsidiaries, including Orkid S.a r.l., a limited liability private company incorporated in Luxembourg (“Orkid”), entered into a series of indemnity agreements (“Indemnity Agreements”). The Indemnity Agreements shall endure indefinitely unless terminated by the parties thereto in writing and by mutual consent. In terms of the Indemnity Agreements, subject to certain terms and conditions:

•

the Bakgatla indemnifies and holds harmless each of Pallinghurst Ivy Lane, Pallinghurst Investment Consortium II (Lux) S.a r.l., Pallinghurst Investor Consortium (Lux) S.a r.l, Orkid and any member of Pallinghurst Ivy Lane’s Group and the Company and its group (and any of the aforementioned parties’ successors in title) against all direct damages suffered by the relevant indemnified party as a result of a breach of any provisions of the Relationship Agreement;

•

Pallinghurst Ivy Lane indemnifies and holds harmless the Bakgatla, any member of the Bakgatla’s group, and the Company and its group (and any of the aforementioned parties’ successors in title) against all direct damages suffered by the relevant indemnified party as a result of a breach of any provisions of the Relationship Agreement; and

•

the Company indemnifies and holds harmless Pallinghurst Ivy Lane, Pallinghurst Investment Consortium II (Lux) S.a r.l., Pallinghurst Investor Consortium (Lux) S.a r.l, Orkid and any member

224

of Pallinghurst Ivy Lane’s group and the Bakgatla and its group (and any of the aforementioned parties’ successors in title) against all direct damages suffered by the relevant indemnified party as a result of a breach of any provisions of the Relationship Agreement,

provided that, among other provisos, the relevant indemnified party has diligently exhausted all reasonable remedies available to it in law in pursuing any such breach by the relevant party of the provisions of the Relationship Agreement.

Rooderand agreement

On or about November 28, 2012, the Company entered into an agreement with the Bakgatla (the “Rooderand Agreement”), pursuant to which, inter alia, it was agreed that, on the date upon which it becomes aware that the prospecting right in respect of portion 2 of the farm Rooderand 46 granted under the MPRDA (“Rooderand Right”) has been transferred from RPM to Lexshell 49 General Trading Proprietary Limited (“Lexshell”), the Bakgatla makes an offer to the Company for the Company to purchase 110 ordinary shares with a par value of R1.00 each in the issued share capital of Lexshell, which shares comprise 55% of the entire issued share capital of Lexshell, and all of Bakgatla’s claims against the Company (with RPM holding the balance of the of the shares in Lexshell, comprising 45% of the shares of the entire issued share capital of Lexshell). The price at which the aforesaid offer is made is the greater of: (a) the fair market value of the aforesaid interest in South African rands (“Market Value”); and (b) the full capital amount and all interest accrued thereon outstanding under a loan agreement between RPM and Bakgatla in terms of which, inter alia, RPM lent R45 million to Bakgatla (“Loan Amount”). Should the Company wish to accept the offer, it must notify the Bakgatla within 30 business days after the date on which the Market Value and the Loan Amount is agreed or determined. In the event that the Company accepts the aforementioned offer, simultaneously with delivery of the acceptance notice by the Company, the Company shall make an offer to RPM to acquire that portion of the number of shares held by RPM in the entre issued share capital of Lexshell and all of its claims on loan account against Lexshell on materially similar terms and conditions to those made to the Bakgatla.

The Rooderand Agreement shall endure indefinitely unless terminated by the parties thereto in writing and by mutual consent. The parties to the Rooderand Agreement are not entitled to terminate the Rooderand Agreement after the date on which the suspensive condition to the Rooderand Agreement is fulfilled, or waived, as the case may be.

Pallinghurst advisors agreement

The Company has entered into an oral agreement with Pallinghurst Advisors LLP and Pallinghurst Advisors Proprietary Limited (collectively, the “Pallinghurst Advisors”), companies associated with Pallinghurst Ivy Lane, pursuant to which the Pallinghurst Advisors incur certain director expenses on behalf of the Group which expenses are subsequently reimbursed by the Group. For the years ended December 31, 2021, 2020 and 2019, we paid an aggregate amount of US$85,000, US$9,000 and US$27,000 to Pallinghurst Advisors.

Consulting fee agreement

The Company has entered into an oral agreement with Keshel Consult Limited (“Keshel”), a company in which Mr. Keith Liddell, a director and shareholder of the Company, is a shareholder and director, pursuant to which Keshel agreed to provide consulting services to us. For the year ended December 31, 2020, we paid an aggregate amount of US$38,000 to Keshel. We did not make any payments to Keshel in the year ended December 31, 2021.

IDC Loan

On February 13, 2018, we entered into a loan agreement with the IDC with respect to the R500 million IDC Loan. The IDC Loan was secured by liens over certain mineral properties and rights, plant and equipment and moveable assets of PPM. The proceeds from the IDC Loan were utilized to sustain mining operations. This IDC Loan bore interest at the South African prime overdraft rate plus 3.5% accrued on a monthly basis. Repayment of capitalized interest was scheduled to be made in monthly installments which

225

started March 23, 2020. Outstanding capital was scheduled to be repaid in twelve quarterly installments of R41.7 million which commenced on September 1, 2020. On June 1, 2021, we prepaid the outstanding principal balance and accrued interest on the IDC Loan. We also released the collateral securing the IDC Loan.

Kell agreements

The Company, through its wholly-owned subsidiary Orkid, holds a 50% interest in Kelltech. The remaining 50% is held by Lifezone, a company in which Mr. Keith Liddell, a director and shareholder of the Company, is a shareholder. Kelltech holds a 66.66% interest in KTSA, with the remaining 33.33% interest being held by the IDC, a shareholder of the Company. KTSA holds 100% of Kellplant. Kellplant intends to design and commission the Kell Processing Plant, an integrated processing plant, which will, using Kell Process Technology, leach Kell-related PGM concentrate and produce platinum metal compounds. For more information, see “Business — Investment in Kelltech.”

Kell shareholders agreements

Kelltech Shareholders Agreement

On April 16, 2014, Lifezone, Orkid, the Company, Kelltech and Mr. Keith Liddell entered into a shareholders agreement (as amended from time to time, the “Kelltech Shareholders Agreement”), which regulates, inter alia, the relationship between Orkid and Lifezone as shareholders of Kelltech, the affairs of Kelltech and funding required by any entity controlled by Kelltech from time to time (including KTSA and Kellplant), hereinafter referred to as the “Kelltech Group.” The Kelltech Shareholders Agreement shall endure indefinitely unless terminated by the parties thereto in writing and by mutual consent. In terms of the Kelltech Shareholders Agreement, there are certain reserved matters which require the approval of the shareholders holding not less than 80% of the shares in Kelltech in respect of certain actions/decisions to be taken by Kelltech and/or any of its subsidiaries. Further, each shareholder of Kelltech is subject to certain restraint provisions, to which the Company is bound as if it were a shareholder of Kelltech. The Company, in terms of the Kelltech Shareholders Agreement, has also agreed to commit its concentrate for processing by Kellplant, subject to the terms and conditions contained in the Kelltech Shareholders Agreement. In addition, the shareholders of Kelltech have certain come along and tag along rights in the event of third party offer. Pursuant to the Kelltech Shareholders Agreement, for so long as Lifezone is the holder of at least 20% of the issued share capital of Kelltech, neither Kelltech nor any member of the Kelltech Group shall engage in, agree to perform or undertake any of the following acts without the prior written consent of Lifezone (which consent may be granted or withheld in Lifezone’s absolute discretion): (i) to conclude or amend any agreement providing for (A) the disposal, cessation, assignment or licensing of the Kelltech Group’s intellectual property or (B) the disposal, cessation, assignment or sublicensing of all or any part of the intellectual property rights with respect to the Kell Process Technology owned, licensed to or controlled by Lifezone (the “Kell Intellectual Property”) (other than as contemplated in the Kelltech License Agreement or the KTSA License Agreement discussed below), (ii) to commence any steps to register or claim ownership of the intellectual property which falls within the scope of the Kelltech License Agreement or the KTSA License Agreement, and/or (iii) subject to the provisions of the Kelltech Shareholders Agreement relating to confidentiality, to disclose to any third party any confidential information in relation to the Kell Intellectual Property, enter into of an agreement or arrangement or take steps or omit to take any action in each case which is likely to materially and adversely affect the Kell Intellectual Property and the ability of Kelltech to use and benefit from the Kell Intellectual Property.

The Kelltech Shareholder Agreement also provides that in the event that the Kelltech board (subject to shareholder approval being obtained) proposes a rights issue that Orkid votes in favor of, and Lifezone wishes to follow its rights under a rights issue, Lifezone is entitled to require Orkid to make a loan to Lifezone of such amount as it requires to enable Lifezone to subscribe for its proportionate interest of shares offered under the rights issue (each such loan, a “Lifezone Loan”). Each Lifezone Loan will be in US dollars and will bear simple interest at LIBOR plus a margin to be agreed by the parties or failing agreement at a margin determined by independent banker and will be secured by Lifezone granting a security interest over the relevant new Lifezone shares. Each Lifezone Loan will be repayable only out of dividends or other distributions received from Kelltech, payments made by Kelltech to Lifezone under the Kelltech License Agreement (as defined below) or the proceeds of any sale by Lifezone of its shares. Lifezone will be entitled to repay such loans at any time.

226

Pursuant to the Kelltech Shareholders Agreement, the Company has advanced a development loan to Kelltech for the purposes of, inter alia, the funding of feasibility studies, test work, early works programs and other Kelltechnology development expenses (the “Development Loan”). The Development Loan bears interest at 3-month USD LIBOR plus 3% (nominal annual compounded quarterly). The Development Loan is further subject to the following terms as contained in the Kelltech Shareholders Agreement: (i) the Development Loan is unsecured; and (ii) the Development Loan will be subordinated to claims of all other creditors of Kelltech and shall only be repayable out of excess cash flow of Kelltech (determined after taking into account the future operational requirements of Kelltech) but shall be repaid prior to: (a) the repayment of any other shareholder loans other than the Orkid Loans (as defined below); and (b) the declaration of any dividends or other distributions by Kelltech to its shareholders (for the avoidance of doubt, “distributions” will not include any payments made to Lifezone under the Kelltech License Agreement or the Lifezone Technical Services Agreement (each as defined below)). As of December 31, 2021 and 2020, the amount outstanding under the Development Loan (inclusive of interest) was US$4.3 million and US$4.2 million, respectively. In addition to the Development Loan, the Company has advanced to Kelltech working capital loans that bear simple interest at 3-month USD LIBOR plus 3%. As of December 31, 2021 and 2020, the aggregate amount outstanding under the working capital loans (inclusive of interest) was and US$5.0 million and US$2.8 million, respectively.

Further, pursuant to the Kelltech Shareholders Agreement, Orkid as the direct shareholder of Kelltech, has advanced loans to Kelltech (collectively, the “Orkid Loans”). The Orkid Loans are further subject to the following terms as contained in the Kelltech Shareholders Agreement: (i) the Orkid Loans are unsecured; and (ii) the Orkid Loans will be subordinated to claims of all other creditors of Kelltech and shall only be repayable out of excess cash flow of Kelltech (determined after taking into account the future operational requirements of Kelltech) but shall be repaid prior to: (a) the repayment of any other shareholder loans under and in terms of the Kelltech Shareholders Agreement; and (b) the declaration of any dividends or other distributions by Kelltech to its shareholders (for the avoidance of doubt, “distributions” will not include any payments made to Lifezone under the Kelltech License Agreement or the Lifezone Technical Services Agreement (each as defined below)). As of December 31, 2021 and 2020, the aggregate amount outstanding under the Orkid Loans (inclusive of interest) was US$5.5 million and US$5.4 million, respectively.

KTSA Shareholders Agreement

On February 12, 2016, Kelltech, the IDC, Lifezone, Orkid and KTSA entered into a shareholders agreement (the “KTSA Shareholders Agreement”) which regulates, inter alia, the relationship between the IDC and Kelltech as shareholders of KTSA, the affairs of KTSA and any funding required by the Kelltech Group. The KTSA Shareholders Agreement shall endure indefinitely unless terminated by the parties thereto in writing and by mutual consent. In terms of the KTSA memorandum of incorporation, there are certain reserved matters which require the approval of the shareholders holding not less than 80% of the shares in KTSA in respect of certain actions/ decisions to be taken by KTSA and/or any of its subsidiaries. In addition, the shareholders of KTSA have certain come along and tag along rights in the event of third party offer.

Licensing arrangements

Kelltech License Agreement

Lifezone, Mr. Keith Liddell and Kelltech entered into a license agreement dated April 16, 2014, as amended (the “Kelltech License Agreement”), pursuant to which, inter alia, Lifezone granted Kelltech an exclusive license to the Kell Intellectual Property to use and/or exercise the processes and technologies that form the subject matter of the Kell Intellectual Property within the SADC License Area. In addition, under the Kelltech License Agreement, Lifezone granted Kelltech a non-exclusive license to the Kell Intellectual Property to sell goods and products that are the result of Kelltech’s use of the Kell Intellectual Property granted through the exclusive license, with such sales not restricted to the SADC License Area. The licensed rights granted to Kelltech under the Kelltech License Agreement includes the right to: (i) sublicense the whole or any part of the Kell Intellectual Property within the SADC License Area on an non-exclusive basis to use the Kell Intellectual Property and (ii) grant a non-exclusive license to the Kell Intellectual Property to sell goods and products that are the result of Kelltech’s use of the Kell Intellectual Property granted through the exclusive license, with such sales not restricted to the SADC License Area. The Kelltech License

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Agreement shall remain in force indefinitely, unless otherwise terminated in accordance with the provisions thereof (i.e. upon the occurrence of a force majeure (as construed therein) or breach).

The Kelltech License Agreement will remain in force indefinitely, unless earlier terminated due to (i) a force majeure where a force majeure event results in an impediment enduring for more than 6 months, in which case the parties to the Kelltech License Agreement shall be entitled to terminate the Kelltech License Agreement by written notice to the other party; or (ii) the Company ceasing to be ultimately controlled, directly or indirectly by the person/s that controlled the Company on the date of signature of the Kelltech License Agreement, being April 16, 2014 and Kelltech fails (other than due to a fault of Lifezone) to use its reasonable endeavors to utilize the Kell Intellectual Property in the SADC License Area so that royalties payable to Lifezone in any consecutive 12-month period are, in aggregate, less than US$500,000, then, unless Kelltech is able to demonstrate that the delay or suspension in utilizing the Kell Intellectual Property is due to sound commercial reasons, in which case Lifezone shall be entitled to terminate the Kelltech License Agreement. The aforementioned termination right exercisable by Lifezone will only be exercisable after 6 months after the occurrence of the change of control of the Company. If a party commits any material breach of the Kelltech License Agreement, including any failure to pay royalties, and fails to remedy such breach within 20 business days’ written notice, the non-defaulting party shall be entitled, at its option, to claim specific performance of all or any of the defaulting party’s obligations, with or without claiming damages or claim damages. The Kelltech License Agreement is governed by the laws of Mauritius.

KTSA License Agreement

Kelltech and KTSA entered into a license agreement dated April 16, 2014, as amended (the “KTSA License Agreement”), pursuant to which Kelltech grants KTSA an exclusive sublicense to the Kell Intellectual Property under the Kelltech License Agreement to use the Kell Intellectual Property within the SADC License Area. In addition, under the KTSA License Agreement, Kelltech granted KTSA a non-exclusive license to the Kell Intellectual Property to sell goods and products that are the result of Kelltech’s use of the Kell Intellectual Property granted through the exclusive license, with such sales not restricted to the SADC License Area. The license rights granted to KTSA under the KTSA License Agreement includes the right to: (i) sublicense the whole or any part of the Kell Intellectual Property within the SADC License Area on an non-exclusive basis to use the Kell Intellectual Property; and (ii) grant a non-exclusive license to the Kell Intellectual Property to sell goods and products that are the result of Kelltech’s use of the Kell Intellectual Property granted through the exclusive license, with such sales not restricted to the SADC License Area.

The KTSA License Agreement will remain in force indefinitely until the date upon which the KTSA License Agreement terminates upon: (i) the occurrence of a force majeure (as construed therein); or (ii) the date on which the Kelltech License Agreement terminates). If a party commits any material breach of the KTSA License Agreement, including any failure to pay royalties, and fails to remedy such breach within 20 business days’ written notice, the non-defaulting party shall be entitled, at its option, to claim specific performance of all or any of the defaulting party’s obligations, with or without claiming damages or claim damages. The KTSA License Agreement is governed by the laws of Mauritius.

Kellplant License Agreement

KTSA and Kellplant entered into a license agreement dated February 12, 2016, as amended (the “Kellplant License Agreement”), pursuant to which KTSA granted Kellplant a non-exclusive sublicense to the Kell Intellectual Property to use the Kell Intellectual Property within South Africa and to construct, commission and operate a plant utilizing Kell Intellectual Property at the site of an SPM mine in South Africa conducting the beneficiation of PGMs. In addition, under the Kellplant License Agreement, KTSA granted Kellplant a non-exclusive license to the Kell Intellectual Property to sell goods and products that are the result of Kelltech’s use of the Kell Intellectual Property granted through the exclusive license, with such sales not restricted to South Africa. Kellplant shall not have the right to further sublicense the Kell Intellectual Property.

The Kellplant License Agreement will remain in force indefinitely until the date upon which the KTSA License Agreement is terminated, upon: (i) the occurrence of a force majeure (as construed therein); or (ii) the date on which the Kelltech License Agreement otherwise terminates, whichever is earlier. If a party commits any material breach of the KTSA License Agreement, including any failure to pay royalties, and

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fails to remedy such breach within 20 business days’ written notice, the non-defaulting party shall be entitled, at its option, to claim specific performance of all or any of the defaulting party’s obligations, with or without claiming damages or claim damages. The Kelltech License Agreement is governed by the laws of Mauritius.

In consideration for the rights granted under each of the license agreements described above (collectively, the “Kell License Agreements”), each of KTSA, Kelltech and Lifezone are entitled to a royalty payment based off a percentage of the income (after transport costs, customs, clearing costs, refining charges and realizations) received from the sales of the refined Kell-related PGMs produced from concentrate (being the product arising from the process of crushing, milling, flotation or any other method of separation whereby material containing Kell-related PGMs is separated from tailings and concentrated from the ore and waste rock) from a plant using Kell Process Technology (excluding any value added tax payable). In this regard, we note that KTSA’s royalty payment flows up to Kelltech and a portion of Kelltech’s royalty payment flows up to Lifezone.

In the context of the Kell License Agreements, Kell-related PGMs means: (a) PGMs, but only where the primary focus of the extraction process is on the extraction of one or more of the PGMs; (b) gold and silver (“Precious Metals”) but only where the primary focus of the extraction process is on the extraction of one or more of PGMs or one or more of the Precious Metals; and (c) nickel, copper, cobalt, and other metals, elements or compounds but only where the primary focus of the extraction process is on the extraction of one or more of the PGMs or one or more of the Precious Metals.

Services agreements

Lifezone-KTSA Technical Services Agreement

On June 10, 2020, Lifezone and KTSA entered into a technical services agreement (the “Lifezone-KTSA Technical Services Agreement”), with effect from January 1, 2020, pursuant to which, inter alia, Lifezone provides certain technical services to KTSA in engineering development, plant design and research and development required for the development of the Kell Processing Plant and the utilization of Kell Process Technology in the respective licensed territory. The Lifezone Technical Services Agreement has an initial period ending January 1, 2023, after which either party may terminate: (i) with 6 months’ advance notice; or (ii) immediately on giving notice to the other party upon the occurrence of a termination event set out in clause 14 thereof. In consideration for the aforementioned services provided by Lifezone to KTSA, KTSA pays Lifezone a fixed service fee per calendar month, which fee shall be increased by a specified percentage per annum. The total service fee paid to Lifezone by KTSA in terms of the Lifezone-KTSA Technical Services Agreement for the years ended December 31, 2021 and 2020 was US$834 thousand and US$810 thousand, respectively.

Lifezone-Kellplant Technical Services Agreement

On October 24, 2021, Lifezone and Kellplant entered into a technical services agreement (the “Lifezone-Kellplant Technical Services Agreement”), with effect from January 1, 2021, pursuant to which Lifezone provides an extensive list of technical services to Kellplant for purposes of, and in connection with, the design, construction, development, commissioning and operation of the Kell Processing Plant, including without limitation, services relating to general project management of the Kell Processing Plant, scoping, management and reporting of proposed design test work, development and updating of project financial models and the training, illustration and effective transfer of knowledge and know-how required in order to enable independent commercial operation and maintenance of the Kell Processing Plant. Lifezone shall provide the aforementioned services until the Kell Processing Plant reaches commercial production. In consideration for the aforementioned services provided by Lifezone to Kellplant, Kellplant pays Lifezone a fixed service fee per calendar month, which fee shall be increased by a specified percentage per annum. The total service fee paid to Lifezone by Kellplant in terms of the Lifezone-Kellplant Technical Services Agreement for the year ended December 31, 2021 was US$1.5 million.

PPM-KTSA Support Services Agreement

On November 4, 2021, PPM and KTSA entered into a support services agreement (the “PPM-KTSA Support Services Agreement”), effective from January 1, 2021, pursuant to which, inter alia, PPM provides,

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certain support services to KTSA, including, without limitation marketing of the Kelltechnology to producers of PGMs, services related to preparation of management accounts and accounts for audit, corporate administration, preparation and minuting of director and shareholder meetings and facilitation of financial audits in respect of Kellplant. PPM shall provide the aforementioned services indefinitely until such time that the PPM-KTSA Support Services Agreement is terminated, by either party giving not less than six months’ written notice to the other party. In consideration for the aforementioned services provided by PPM to KTSA, KTSA pays PPM a fixed service fee per calendar month, which fee shall be increased by a specified percentage per annum. The total service fee paid to PPM by KTSA in terms of the PPM-KTSA Support Services Agreement for the year ended December 31, 2021 was US$63 thousand.

PPM-Kellplant Support Services Agreement

On January 20, 2022, PPM and Kellplant entered into a personnel and support services agreement (the “PPM-Kellplant Support Services Agreement”), with effect from January 1, 2021, pursuant to which, inter alia, PPM provides certain support and personnel services to Kellplant for purposes of the design, construction, development, commissioning and operation of the Kell Processing Plant, including, without limitation, accounting services, liaison services, environmental monitoring services, reporting services and assistance with negotiation of offtake agreements. The PPM-Kellplant Support Services Agreement shall endure for an indefinite term until terminated in accordance with the terms of the PPM-Kellplant Support Services Agreement. In consideration for the aforementioned services provided by PPM to Kellplant, Kellplant pays PPM a fixed service fee per calendar month, which fee shall be increased by a specified percentage per annum. The total service fee paid to PPM by Kellplant in terms of the PPM-Kellplant Support Services Agreement for the year ended December 31, 2021 was US$943 thousand.

PPM Loan Agreement

On November 9, 2021, Kellplant entered into an agreement with PPM (the “PPM Loan Agreement”) pursuant to which PPM agrees to advance to Kellplant, for purposes of, inter alia, the design, engineering, construction, commissioning and operation of the Kell Processing Plant, a Rand denominated loan in the amount of the Rand equivalent of US$10 million. The loan advanced by PPM to Kellplant will bear interest at the published prime rate from time to time, on a 365 day basis and compounded monthly in arrears, plus a margin. The loan is unsecured and will immediately become repayable once Kellplant receives (i) the contemplated debt funding, in an aggregate amount R1 billion; or (ii) the contemplated equity funding, in an aggregate amount of R1 billion, whichever is earlier, and Kellplant shall be obliged to immediately apply the proceeds it receives from such debt funding or equity funding, to the repayment of the loan. As of March 25, 2022, the total amount drawn down under the PPM Loan Agreement was US$5.9 million.

Agreements with directors and officers

Agreements with Mr. Keith Liddell

We have entered into several agreements with Mr. Keith Liddell, a director and shareholder of the Company. For more information, see “— Agreements with shareholders and affiliates.”

Employment agreements

The Company has entered into employment agreements with each of our CEO, CFO and COO. The terms of these employment agreements include, among other things, duration, remuneration, the treatment of confidential information and employment benefits. These agreements are governed by Guernsey law.

Indemnification and insurance

To the fullest extent permitted by law, our Governing Documents provide that the directors and officers of the Company shall be indemnified from and against all liability which they incur in execution of their duty in their respective offices, except liability incurred by reason of such director’s or officer’s negligence, default, breach of duty or breach of trust. For more information, see “Management — Exculpation, Insurance and Indemnification of Directors.”

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In accordance with our Governing Documents and to the extent permitted by the Companies Law, we have purchased directors’ and officers’ liability insurance. This provides insurance cover for any claim brought against directors or officers for wrongful acts in connection with their positions. The insurance provided does not extend to claims arising from fraud or dishonesty, and it does cover civil or criminal fines or penalties imposed by law.

Prior to the completion of this offering, we intend to enhance our directors’ and officers’ liability insurance to comply with market standard for companies listed on the NYSE.

Related party transactions policy

Prior to the completion of this offering, we intend to enter into a new related party transaction policy. We expect that this related party transaction policy will require certain related party transactions to be approved by our board of directors or a designated committee thereof, which may include our audit committee. The related party transactions policy shall be subject to the relevant SEC and stock exchange rules, the JSE Listings Requirements and applicable laws.

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DESCRIPTION OF SHARE CAPITAL

The following is a summary of certain important terms of our authorized share capital and our Governing Documents. Because the following is only a summary, it does not contain all of the information that may be important to you. You should carefully read the complete text of our Governing Documents, which have been filed as exhibits to the registration statement of which this prospectus forms a part.

Overview

The Company was incorporated on December 9, 2011 as a non-cellular company limited by shares incorporated and registered under the laws of Guernsey, under the name “Platmin Limited” with company registration number 54400. On December 6, 2013, the Company’s name was changed to “Sedibelo Platinum Mines Limited.” Our affairs are governed principally by our Governing Documents and the Companies Law. Our register of shareholders is kept at our registered office located at Oak House, Hirzel Street, St Peter Port, Guernsey, GY1 3RH.

Our board of directors is authorized to issue an unlimited number of shares of any class, with or without a par value.

As of December 31, 2021, there were 3,095,401,663 ordinary shares issued and outstanding and no preferred shares had been issued. As of April 19, 2022, there were 3,095,401,663 ordinary shares issued and outstanding and no preferred shares had been issued. There are no shares held as treasury shares. All of our issued and outstanding ordinary shares are fully paid. Immediately prior to the completion of this offering, we will have                 ordinary shares outstanding (after giving effect to the Reverse Share Split). Save for the Reverse Share Split, there have been no alterations to our share capital in the preceding three years.

Upon the completion of this offering, we will have                 ordinary shares outstanding (assuming the underwriters do not elect to exercise their over-allotment option) or                 ordinary shares outstanding (assuming the over-allotment option is exercised in full). There will be no shares held as treasury shares.

Shares

General

We are generally not required to issue certificates representing our issued ordinary shares. Each shareholder whose name is entered as a member in the register is entitled to one certificate for all of the shares of each class in the capital of the Company held by that shareholder. Legal title to the issued shares is recorded in registered form in the Company’s register of shareholders. The ordinary shares listed on the NYSE will be held through DTC, and DTC or Cede & Co., as nominee for DTC, will be recorded in the Company’s register of shareholders as the holder of our ordinary shares.

Except as described below, our ordinary shares have no preemptive, subscription, redemption or conversion rights. Our board of directors may create and issue additional classes of shares, including series of preferred shares, which could be utilized for a variety of corporate purposes, including future offerings to raise capital for corporate purposes or for use in employee benefit plans. Such additional classes of shares will have such voting powers (full or limited or without voting powers), designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as may be determined by our board of directors. If any preferred shares are issued, the rights, preferences and privileges of holders of ordinary shares will be subject to, and may be adversely affected by, the rights of the holders of such preferred shares.

There are no provisions in our Governing Documents discriminating against a shareholder as a result of such shareholder’s ownership of a particular number of shares.

Dividends

The holders of ordinary shares are entitled to such dividends as may be declared by our board of directors, subject to the Companies Law and our Governing Documents. Dividends and other distributions

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authorized by our board of directors in respect of the issued and outstanding ordinary shares shall be paid in accordance with our Governing Documents and shall be distributed among the holders of ordinary shares on a pro rata basis. The rights of holders of ordinary shares to participate in dividends and distributions may be subject to any preference attached to any outstanding preferred shares from time to time. Dividends may be paid in any currency that our board of directors determines.

All dividends or distributions unclaimed for one year may be invested or otherwise made use of by our board of directors for the benefit of the Company until claimed, and the Company shall not be constituted as trustee in respect thereof. All dividends or distributions unclaimed six years from the date when they first became due for payment shall be forfeited and shall revert to the Company without necessity for any declaration or other action on the part of our board of directors.

For additional information, see “Dividend Policy.”

Voting rights

Ordinary shares entitle the holder: (1) on a show of hands, to one vote; and (2) on a poll, to one vote for each ordinary share registered in the name of the holder on all matters upon which the ordinary shares are entitled to vote (whether in person or by proxy). Voting at any shareholders’ meeting is by way of a show of hands, unless a poll is demanded by (i) the chairman of the meeting; or (ii) any member or members present in person or by proxy and representing at least one tenth of the total voting rights of all members having the right to vote on the resolution; or (iii) by at least five members present in person or by proxy.

In determining the number of votes cast at a general meeting of shareholders for or against a proposal, holders of ordinary shares who abstain from voting on any resolution will be counted for purposes of determining a quorum but not for the purposes of determining the number of votes cast. No business shall be transacted at any general meeting unless a quorum of shareholders is present at the time when the meeting proceeds to business. The quorum for a general meeting shall be two or more shareholders present (in person or by proxy) and entitled to vote and who hold in aggregate 5% or more of all voting rights applicable at such meeting.

An ordinary resolution requires the affirmative vote of a simple majority of the votes of shareholders entitled to vote and voting in person or by attorney or proxy at a quorate general meeting or a simple majority of the total voting rights of eligible shareholders (being the shareholders entitled to vote on the circulation date of a written resolution) (“eligible shareholders”) by written resolution, while a special resolution requires the affirmative vote of a majority of not less than 75% of the votes of the shareholders entitled to vote and voting in person or by attorney or proxy at a quorate general meeting or 75% percent of the total voting rights of eligible shareholders by written resolution. A special resolution is required for important matters such as (without limitation) a merger/consolidation, change of name or making changes to our Governing Documents or the voluntary winding up of the Company.

Variation of rights

The rights attached to any class of shares (unless otherwise provided by the terms of issue of that class), such as voting, dividends and the like, may be varied only with the consent in writing of the holders of 75% of the issued shares of that class or with the consent of a special resolution passed at a separate general meeting of the holders of shares of the class duly convened and held, but that the quorum at such meeting shall be two persons holding or representing by proxy at least one third of the voting rights of issued shares of the class in question.

The rights conferred upon the holders of the shares of any class shall not (unless otherwise provided by the terms of issue of that class) be deemed to be varied by the creation or issue of further shares ranking pari passu (but in no respect in priority) to or with such previously existing shares or the purchase or redemption by the Company of any of its own shares.

Share transfers

Subject to our Governing Documents, any shareholder may transfer all or any of their shares by an instrument of transfer in the usual or common form or in a form prescribed by any stock or investment

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exchange, institution or screen based on other electronic quotation or trading system or market on which the shares of the Company are listed or quoted, or in any other form approved by our board of directors and may be under hand or, if the transferor or the transferee is a clearinghouse or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as our board of directors may approve from time to time.

Liquidation

On a return of capital on winding up or otherwise (other than on conversion, redemption or repurchase by us of ordinary shares and subject to any agreement between the relevant shareholders and us in respect of the ordinary shares), assets available for distribution among the holders of ordinary shares of the Company shall be divided pari passu among the holders of the ordinary shares of the Company on a pro rata basis

Share repurchases

We may, from time to time, subject to the provisions of the Companies Laws purchase our own shares (including any redeemable shares) in any manner authorized by the Companies Laws. Where the Company purchases its own shares, purchases not made through the market or by tender shall be limited to a maximum price as may from time to time be determined by special resolution of the Company in general meeting, either generally or with regard to specific purchases. If purchases are made by tender, tenders shall be available to all shareholders alike. Shares repurchased by the Company may be held as treasury shares and dealt with by the directors to the fullest extent permitted by law.

Preemptive or similar rights

Our ordinary shares are not entitled to preemptive rights upon transfer and are not subject to conversion (except as described below under “— Conversion”), redemption or sinking fund provisions.

Conversion

There are no automatic conversion rights which attach to our ordinary shares. Our Governing Documents do, however, provide that (i) the whole or any particular class or part of a class of shares may be re-designated as shares of another class and (ii) shares the nominal amount of which is expressed in a particular currency may be converted into shares of a nominal amount of a different currency, in each case where shareholders approve such action by ordinary resolution.

Disclosure of beneficial interest

Our Governing Documents provide that we may send notice to any person who we know or have reasonable cause to believe is, or at any time during the preceding three years was, interested in our shares, requiring that person to confirm such interest and provide additional details with respect to that interest.

Shareholder meetings

Under Guernsey law, we are required to convene at least one general meeting each calendar year. A majority of our board of directors may call a general meeting and must call a general meeting if we receive requests to do so from shareholders of more than 10% of our share capital (excluding any capital held as treasury shares). The requisition must specify the general nature of the business to be dealt with at the meeting; be signed by or on behalf of the requisitioners and must be delivered in electronic form or deposited at the registered office of the Company.

Should our board of directors fail to call a general meeting within 21 days from the date of deposit of a requisition to be held within 28 days of the date of the notice convening the meeting, the requisitioners may call a general meeting in such a manner as provided by the Companies Law.

Shareholder proposals

In addition to the above ability for a shareholder to requisition a general meeting for a specific purpose, a proposal may be properly brought before an annual general meeting by any shareholder of the

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Company who is a shareholder of record on both the date of the giving of the notice by such shareholder provided for in our Governing Documents and the record date for the determination of shareholders entitled to vote at such annual general meeting, and who complies with the notice procedures set forth in our Governing Documents.

Notices

We will give notice of each general meeting by publication on our website and in any other manner that we may be required to follow in order to comply with our Governing Documents, the Companies Law and applicable stock exchange and SEC requirements. Each shareholder is deemed to have agreed to accept communication from the Company by electronic means (including, for the avoidance of doubt, by means of a website) in accordance with the Companies Law unless the shareholder notifies the Company otherwise. Holders of registered shares may further be provided notice of the meeting in writing at their addresses as stated in our register of shareholders.

Subject to any restrictions imposed on any shares, notice of each general meeting shall be given to our shareholders, persons entitled to a share in consequence of the death or bankruptcy of a shareholder, our directors, our auditor (if any) and persons entitled to vote in respect of a share in consequence of the incapacity of a shareholder.

At least 14 days’ notice must be provided to call any general meeting at which an ordinary resolution shall be voted, and at least 21 days’ notice must be provided to call any general meeting at which a special resolution shall be voted. The notice shall specify the day, time and place of the meeting, general nature of the business to be transacted and the terms of any resolution to be proposed, at the meeting. The notice may also specify a time, which must not be more than 48 hours before the time fixed for the general meeting, by which a person must be entered on the register of members in order to have the right to attend or vote at the general meeting.

Change of control

There are no provisions in our Governing Documents that would have the effect of delaying, deferring or preventing a change in control of us and that would operate only with respect to a merger, acquisition or corporate restructuring involving us or any of our subsidiaries.

Exchange Controls

There is no exchange control legislation or regulation in Guernsey except by way of such as freezing of funds of, and/or prohibition of new investments in, certain jurisdictions subject to international sanction.

Directors

Number, appointment and removal

The management of the Company is vested in its board of directors. Our Governing Documents provide that there shall be a board of directors consisting of no less than three, and there shall be no maximum number unless otherwise determined by the Company by ordinary resolution. A director may be removed from office by the holders of ordinary shares by ordinary resolution, with or without cause. At each annual general meeting of the Company, every director shall retire from office and may offer himself or herself for reappointment by the shareholders.

Remuneration

Our board of directors shall be remunerated for their services at such rate as our board of directors determines provided that the aggregate amount of such fees for all our board of directors collectively shall not exceed £350,000 in any financial year, or such higher amount as may be determined from time to time by ordinary resolution of the Company.

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Qualification of directors

A director shall cease to be a director if he or she: (1) is absent from meetings of the board for 12 months and the board resolves that his or her office shall be vacated; (2) become bankrupt; (3) is prohibited by law, or ineligible by law, from being a director; (4) dies or becomes of unsound mind; (5) is requested to resign by majority of board; (6) is removed by ordinary resolution; or (7) resigns. A director is not required to be a shareholder of the Company.

Retirement

There is no age limit at which a director is required to retire.

Borrowing powers

The board may exercise all of the powers of the Company to borrow money and to give guarantees, mortgage, hypothecate, pledge or charge all or part of the Company’s undertaking, property or assets or uncalled capital and to issue debentures and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

The borrowing powers of the Company have not been exceeded in the preceding three years. There are no exchange control or other restrictions on the borrowing powers of the Group.

Indemnification of directors and officers

To the fullest extent permitted by law, our Governing Documents provide that the directors and officers of the Company shall be indemnified from and against all liability which they incur in execution of their duty in their respective offices, except liability incurred by reason of such director’s or officer’s negligence, default, breach of duty or breach of trust.

Alternate directors

Any director (other than an alternate director) may appoint any other person (whether a shareholder of the Company or otherwise) to act in his or her place as an alternate director. No appointment of an alternate director shall take effect until the appointing director has lodged the notice appointing his alternate at the registered office of the Company. A director may revoke his or her appointment of an alternate at any time. No revocation shall take effect until the appointing director has lodged the notice revoking the appointment at the registered office of the Company.

An appointed and acting alternate director may: (1) attend and vote at any board meeting or, where his or her appointer would be entitled to attend, meeting of a committee of the directors at which the appointing director is not personally present; (2) sign any written resolution of the directors or a committee of the directors circulated for written consent; and (3) generally perform all the functions of the appointing director in his or her absence. An alternate director, however, is not entitled to receive any remuneration from the Company for services rendered as an alternate director but shall be entitled to be paid all reasonable expenses incurred in exercise of his duties.

A director who is also an alternate director shall be entitled to vote for such other director as well as on his own account, but no director shall at any meeting be entitled to act as alternate director for more than one other director.

Disclosure of personal interests of a director and approval of certain transactions

Under section 162 of the Companies Law, a director of a company must, immediately after becoming aware of the fact that he or she is interested in a transaction or proposed transaction to which the company is a party, disclose to our board of directors the nature and extent of that interest. A director is not obliged to disclose such information if the transaction or proposed transaction is between the director and the company, and the transaction or proposed transaction is or is to be entered into in the ordinary course of the company’s business and on usual terms and conditions.

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Pursuant to the Companies Law, a director is “interested” if the director (a) is a party to, or may derive a material benefit from, the transaction, (b) has a material financial interest in another party to the transaction, (c) is a director, officer, employee or member of another party (other than a party which is an associated company) who may derive a material financial benefit from the transaction, (d) is the parent, child or spouse of another party who may derive a material financial benefit from the transaction, or (e) is otherwise directly or indirectly materially interested in the transaction. Furthermore, a director is not interested in a transaction to which the company is a party if the transaction comprises only the giving of security by the company to a third party which has no connection with the director, at the request of the third party, in connection with a debt or obligation of the company for which the director or another person has personally assumed responsibility in whole or in party under a guarantee, indemnity or security.

Under section 160 of the Companies Law, a transaction entered into by a company in which a director is interested may be approved if the decision of the company to ratify the transaction is taken by the members, which decision may be taken by a resolution passed by a simple majority in accordance with section 176 of the Companies Law, subject to anything in the company’s memorandum or articles of incorporation requiring a higher majority (or unanimity). A transaction entered into by a company in which a director is interested is voidable by the company at any time within three months after the date the transaction is disclosed to our board of directors unless the director’s interest was disclosed to our board of directors in accordance with section 162 of the Companies Law prior to the company entering into the transaction or such disclosure is not required to be disclosed, the transaction is ratified in accordance with section 160 of the Companies Law, or the company has received fair value for the transaction.

Pursuant to our Governing Documents, a director cannot vote in respect of any contract or arrangement or any other proposal in which he has any material interest other than by virtue of his interests in shares or debentures or other securities of or through the Company, but such director may be counted in the quorum at a meeting in relation to any resolution on which he is prohibited from voting. However, in accordance with our Governing Documents, a director may vote on certain matters in which he or she has a material interest, including any proposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for purchase where the director or his associate(s) are or are to be interested as a participant in the underwriting of the offer.

Other Guernsey law considerations

Compromises and arrangements

Where the Company and its creditors or shareholders or a class of either of them propose a compromise or arrangement between the Company and its creditors or its shareholders or a class of either of them (as applicable), the Royal Court of Guernsey (the “Court”) may order a meeting of the creditors or class of creditors or of our shareholders or class of shareholders (as applicable) to be called in such manner as the Court directs. Any compromise or arrangement approved by a majority in number representing 75% in value of the members or class of members (excluding any shares held as treasury shares) or creditors or class of creditors (as the case may be), present and voting either in person or by proxy at the meeting, if sanctioned by the Court, is binding on the Company and all the creditors, shareholders or members of the specific class of either of them (as applicable) and any liquidator or administrator and contributories (where relevant) of the Company.

Beneficial ownership reporting

Under the Beneficial Ownership of Legal Persons (Bailiwick of Guernsey) Law, 2017 the Company is obliged to record and report specified information in respect of any shareholder controlling 25% or more of the issued capital of the Company, and a beneficial owner is obliged to provide details necessary for the Company to discharge that obligation.

Certain disclosure obligations of the Company

We are subject to certain disclosure obligations under Guernsey law. The following is a description of the general disclosure obligations of public companies under Guernsey as such laws and rules exist as of the date of this prospectus should not be viewed as legal advice for specific circumstances.

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Periodic reporting under Guernsey law

Under the Companies Law, we are required to submit to the Guernsey Registry (i) between June 1, 2021, and July 31, 2021, an annual validation containing information current on May 31, 2021, and (ii) thereafter before the last day of February in each year an annual validation containing information current on December 31 of the previous year. We are also required to file with the Guernsey Registry details of any change of our directors, or their details, within 14 days of the relevant change and details of any change of its registered office. Certain shareholder resolutions must also be filed with the Guernsey Registry within certain timeframes. For example, a copy of every special resolution must be filed with the Guernsey Registry within 30 days of it being passed.

Rights of non-resident or foreign shareholders

There are no limitations imposed by our Governing Documents on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our Governing Documents governing the ownership threshold above which shareholder ownership must be disclosed.

Transfer agent and registrar

We intend to appoint Computershare Trust Company N.A. as our agent in New York to maintain the shareholders’ register and to act as transfer agent and registrar for our ordinary shares. The transfer agent and registrar’s address is P.O. Box 505000, Louisville, Kentucky, 40233-5000.

We have appointed Computershare Investor Services Proprietary Limited (“Computershare”) as our agent in South Africa to maintain the shareholders’ register and to act as transfer agent and registrar for our ordinary shares. Computershare’s registered address is 15 Biermann Avenue, Rosebank, Johannesburg, South Africa, 2196.

Listing

We intend to apply to list our ordinary shares on the NYSE under the symbol “SPML” and on the Securities Exchange of the JSE, South Africa, under the symbol “           ”.

Initial settlement of our ordinary shares sold in the offering will take place on the closing date through DTC, in accordance with its customary settlement procedures for equity securities. Each person owning our ordinary shares held through DTC must rely on the procedures thereof and on institutions that have accounts therewith to exercise any rights of a holder of our ordinary shares. Persons wishing to obtain certificates for their ordinary shares must make arrangements with DTC.

Principal differences between Guernsey and Delaware corporate law

As a company incorporated in Guernsey, we are governed by the Companies Law. The Companies Law differs in certain material respects from laws applicable to U.S. companies incorporated in the State of Delaware. The following table provides a summary of some significant differences between the rights of our shareholders under applicable Guernsey law and the provisions of the Delaware General Corporation Law (the “DGCL”) applicable to U.S. companies incorporated in Delaware and their shareholders. This summary is not intended to be a complete discussion of the respective rights and it is qualified in its entirety by reference to Delaware law and Guernsey law.

​	Delaware law	Guernsey law
Shareholder meetings	Shareholders generally do not have the right to call meetings of shareholders unless that right is granted in the certificate of incorporation or by-laws. May be held at such time or place as	Unless a company’s memorandum or articles of incorporation state otherwise, the directors are required to call a general meeting once the company receives requests to do

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​	Delaware law	Guernsey law
​	designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the board of directors. However, if a corporation fails to hold its annual meeting within a period of 30 days after the date designated for the annual meeting, or if no date has been designated for a period of 13 months after its last annual meeting, the Delaware Court of Chancery may order a meeting to be held upon the application of a shareholder. May be held inside or outside Delaware. Notice: • Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given, which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any. • Written notice shall be given not less than ten nor more than 60 days before the meeting. The board of directors may fix a record date, which shall not be less than ten nor more than 60 days before the meeting.	so from shareholders who hold more than 10% of the capital of the company that carries the right of voting at general meetings (excluding any capital held as treasury shares). Unless the shareholders pass a resolution exempting the company from holding an annual general meeting, a company must hold a general meeting of its members within a period of 18 months beginning on the date on which it was incorporated and thereafter at least once every calendar year (with no more than 15 months elapsing between one annual general meeting and the next). Subject to the articles of incorporation, a meeting may be held at any place in Guernsey or elsewhere. Notice: • A meeting must be called by at least ten days’ notice or such longer period as provided by the articles of incorporation. • A meeting may be called by shorter notice if all shareholders entitled to attend and vote so agree. • The notice shall specify the date, time and place of the meeting, the information of any resolutions to be passed at the meeting and such other information as is required by the articles of incorporation.
Shareholders’ voting rights	With limited exceptions, and unless the certificate of incorporation provides otherwise, shareholders may act by written consent to elect directors. Each stockholder entitled to vote may authorize another person or persons to act for such shareholder by proxy. The certificate of incorporation or bylaws may specify the number to constitute a quorum, but in no event	Unless the memorandum or articles of incorporation provide otherwise, directors are appointed by ordinary resolution of the shareholders. Any shareholder may appoint another person or persons to be their proxy to exercise all or any of their rights to attend, speak and vote at a meeting. Subject to the articles of incorporation, the quorum shall

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​	Delaware law	Guernsey law
​	shall a quorum consist of less than one-third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares entitled to vote, present in person or represented by proxy, shall constitute a quorum. The certificate of incorporation may provide for cumulative voting.	be two shareholders holding 5% of the total voting rights of the company between them. Subject to certain limited exceptions, a provision of the articles of incorporation is void to the extent that it would have the effect of excluding or making ineffective a demand for a poll at general meeting.
Directors	The board of directors must consist of at least one director and is not subject to a maximum number of directors. The number of directors shall be fixed by the bylaws, unless the certificate of incorporation fixes such number, in which case a change in the number shall be made only by amendment of the certificate of incorporation. A classified board is permitted. The board of directors has the authority to fix the compensation of directors, unless otherwise restricted by the certificate of incorporation or bylaws. Removal: • Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote unless the certificate of incorporation provides otherwise. • In the case of a classified board, shareholders may effect removal only for cause.	Subject to the articles of incorporation, the board of directors must consist of at least one director and is not subject to a maximum number of directors. Subject to the articles of incorporation, the board of directors must consist of at least one director and is not subject to a maximum number of directors. A person will cease to be a director if such person: • provides written notice of his or her resignation to the company; • is removed in accordance with the memorandum and articles of incorporation; • becomes ineligible to be a director under the laws of Guernsey; • dies; or otherwise vacates office in accordance with the memorandum and articles of incorporation.
Interested shareholders’ transactions	The DGCL contains a business combination statute applicable to corporations whereby, unless the corporation has specifically elected not to be governed by such statute, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such shareholder becomes an interested shareholder. An interested shareholder generally is a person or a group that owns at least 15% of the corporation’s outstanding voting	The Companies Law does not contain any specific prohibition on interested shareholder transactions.

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​	Delaware law	Guernsey law
​	stock.	​
Interested director transactions	Interested director transactions are permissible and may not be legally voided if: • the material facts of the director’s interest are disclosed and a majority of the disinterested directors approve the transaction; • the material facts of the director’s interest are disclosed and a majority of the shareholders entitled to vote approve the transaction; or • the transaction is determined to have been fair to the corporation at the time it is authorized, approved or ratified by the board of directors, a committee thereof or the shareholders.	A director must, immediately after becoming aware of the fact that such director is interested in a transaction or proposed transaction with the company, disclose to the board the nature and extent of such director’s interest. Subject to the memorandum and articles of incorporation, a director who is interested in a transaction may vote, attend board meetings, sign documents and do any other thing in such director’s capacity as a director in relation to a transaction in which such director is interested as if such director was not interested in the transaction provided that such director has made the necessary declarations. A transaction in which a director is interested is voidable by the company at any time within three months of the date after which the transaction is disclosed to the board unless: • the director’s interest was disclosed at the time the transaction was entered into or a disclosure was not required (for example, if the transaction is entered into in the ordinary course of business and on usual terms and conditions); • the transaction is ratified by the shareholders; or • the company received fair value for the transaction.
Dividends	The board of directors may declare and pay dividends, subject to any restrictions contained in the certificate of incorporation, upon the shares of the corporation’s capital stock either: out of its surplus or, in case there is no surplus, out of its net profits for the fiscal year in which the dividend is declared or the preceding fiscal year.	A company may pay a dividend if the board of directors is satisfied on reasonable grounds that the company will, immediately after payment of the dividend, satisfy the statutory solvency test contained in the Companies Law as well as any other requirement of the memorandum or articles of incorporation. A dividend may be of such amount, be paid at such time and

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​	Delaware law	Guernsey law
​	​	be paid to such members as the board of directors thinks fit; provided that the directors must not authorize a dividend in respect of some but not all of the shares in a class or that is of a greater value per share in respect of some shares of a class than in respect of other shares of that class. Subject to the articles of incorporation, there is no requirement for dividends to be paid out of a particular account or source.
Variation of rights of class of shares	A corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise.	A company may only vary the rights of a class of shareholders in accordance with the provisions of the articles of incorporation or, in the absence of such provisions, with the consent in writing from the holders of at least 75% in value of the issued shares of that class or by means of a special resolution passed by at least 75% in value of the issued shares of that class at a separate meeting of shareholders of that class.
Mergers and similar arrangements	Under the DGCL, with certain exceptions, a merger, consolidation, sale, lease or transfer of all or substantially all of the assets of a corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon. The DGCL also provides that a parent corporation may, by resolution of its board of directors, merge with any subsidiary of which it owns at least 90% of each class of capital stock without a vote by the shareholders of such subsidiary.	Subject to the articles of incorporation, a merger, consolidation, sale, lease or transfer of all or substantially all of the assets of a company may be negotiated and approved by the board of directors. Depending on the structure of such a transaction, a separate shareholder approval may be required. If within a period of four months after the date of an offer being made in respect of a transfer of shares, the offer is approved or accepted by the shareholders comprising not less than 90% in value of the shares affected, the offeree may give notice to any dissenting shareholders of its desire to acquire the remaining shares. On the expiration of one month from the date of the notice to acquire, the offeror will be entitled to acquire the shares of

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​	Delaware law	Guernsey law
​	​	the dissenting shareholder(s) by sending them a copy of the notice to acquire and by paying or transferring to them the consideration that such shareholder(s) are entitled to in respect of those shares, at which point the offeror shall be registered as the holder of those shares.
Appraisal rights	A shareholder of a corporation participating in certain major transactions may, under certain circumstances, be entitled to appraisal rights under which the shareholder may receive cash in the amount of the fair value of the shares held by such shareholder in lieu of the transaction consideration.	The Companies Law does not specifically provide for any appraisal rights of shareholders. The Companies Law does, however, give the Royal Court of Guernsey broad authority in respect of orders made pursuant to successful unfair prejudice claims under the Companies Law.
Shareholder suits	Class actions and derivative actions generally are available to shareholders for, among other things, breach of fiduciary duty, corporate waste, and actions not taken in accordance with applicable law. In such actions, the court has discretion to permit the winning party to recover attorneys’ fees incurred in connection with such action.	A shareholder may commence or continue a claim as a representative of those with the same interests in the claim. Unless the court directs otherwise, any judgment in which a party is acting as a representative will be binding on all persons represented. Derivative actions are also available to shareholders in respect of a cause of action arising from an actual or proposed act or omission involving: negligence, default, breach of duty and/or breach of trust by a director of the company. Costs are awarded by the court at its discretion. The normal order is for the winning party to recover its costs incurred in connection to the action.
Limitations on directors’ liability and indemnification of directors and officers	A corporation may include in its certificate of incorporation provisions limiting the personal liability of its directors to the corporation or its shareholders for monetary damages for certain breaches of fiduciary duty. However, such provisions may not limit liability for any breach of the duty of loyalty, acts or omissions not in	A company may include in its articles of incorporation provisions limiting the liability of its directors (and officers or other persons); however, any provision that purports to exempt a director from any liability in connection with any negligence, default, breach of duty or breach of trust in relation to the

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​	Delaware law	Guernsey law
​	good faith or that involve intentional misconduct or a knowing violation of law, the authorization of unlawful dividends, stock purchases, or redemptions, or any transaction from which a director derived an improper personal benefit. Moreover, these provisions would not be likely to bar claims arising under U.S. federal securities laws. A corporation may indemnify a director or officer of the corporation against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in defense of any action, suit or proceeding by reason of such person’s position if (i) the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, the person had no reasonable cause to believe the conduct was unlawful.	company is void. Any provision by which a company directly or indirectly provides an indemnity for a director of the company, or any associated company, against any liability in connection with any negligence, default, breach of duty or breach of trust is void, except that: • a company is not prevented from purchasing and maintaining for a director of the company, or any associated company, insurance against any such liability; and • such restriction does not apply to a qualifying third-party indemnity provision, which is a provision for indemnity against liability incurred by a director to a person other than the company or an associated company that does not provide any indemnity against a prescribed list of liabilities, including certain fines and penalties and liabilities incurred in defending certain proceedings.
Directors’ fiduciary duties	Directors of a Delaware corporation have a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. • The duty of care requires that a director acts in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself or herself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. • The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty	The duties of directors in Guernsey are generally owed to the company and its shareholders as a whole rather than to any other person or particular shareholders (subject to certain exceptions) and arise from customary laws, statutory laws and contractual obligations. Customary law duties of directors include: • a duty to act in good faith, in the best interests of the company, and not for any collateral purpose; • a duty to exercise powers for a proper purpose. Even if a director is acting in good faith and in the best interests of the company, such director must nevertheless use his or her powers for the proper purpose

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​	Delaware law	Guernsey law
​	prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer, or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, such director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.	for which they were conferred; • a duty to avoid and mitigate conflicts of interest; and • a duty to account for profits. As a fiduciary, a director may not take a personal profit from opportunities arising from such director’s office, even if the director is acting honestly and in the best interests of the company. Any such profit must be paid to the company. A director’s entitlement to remuneration and payment of expenses will be governed by the company’s articles of incorporation. Statutory duties of directors include: • a general duty to manage the business and affairs of the company; and • the directors are responsible for considering a solvency test in various circumstances, including in authorizing distributions by the company to its shareholders.
Inspection of books and records	All shareholders have the right, upon written demand, to inspect or obtain copies of the corporation’s shares ledger and its other books and records for any purpose reasonably related to such person’s interest as a shareholder.	The register and index of members, register of directors, register of secretaries and copies of all resolutions of shareholders passed other than at general meetings and minutes of the proceedings of general meetings, in each case, in the last six years, must be open for the inspection by any shareholder of the company without charge during ordinary business hours. They must also be open to inspection by any other person upon payment of such fee as may be prescribed by the Guernsey Committee for Economic Development or such lesser fee as the company may request. When a company receives a request to inspect its records, the company must comply with that request or apply to the Guernsey courts for a direction not to

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​	Delaware law	Guernsey law
​	​	comply.
Amendments of governing documents	Amendments to the certificate of incorporation require the affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon, unless the certificate of incorporation provides otherwise. Bylaws may be amended with approval of a majority of the outstanding shares entitled to vote and may, if provided in the certificate of incorporation, also be amended by the board of directors.	Subject to certain exceptions, such as the alteration of the statement of the company’s name, a company may only make or alter a provision of its memorandum of incorporation in accordance with the terms of the memorandum of incorporation or by unanimous resolution of all of its shareholders. A company may alter its articles of incorporation by means of a special resolution passed by at least 75% of the shareholders.
Dissolution and winding up	Unless the board of directors approves the proposal to dissolve, dissolution must be approved by all of the shareholders. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares.	A company may be dissolved by means of a compulsory or voluntary winding up or a compulsory or voluntary striking off. An application for voluntary winding up requires a special resolution of the members passed by a majority of at least 75%. An application for the voluntary striking off of a company must be made by the board of directors and be accompanied by a declaration of compliance confirming that all requirements of Guernsey law with respect to the striking off have been complied with.

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SHARES ELIGIBLE FOR FUTURE SALE

No public market currently exists for our ordinary shares. Our ordinary shares were previously listed on the Toronto Stock Exchange, the Alternative Investment Market (AIM) of the London Stock Exchange and the JSE. The Company voluntarily delisted from all three exchanges in 2011. Future sales of substantial amounts of our ordinary shares, including ordinary shares issued upon the exercise of outstanding options, in the public market after this offering, or the perception that such sales may occur, could adversely affect the prevailing market price for our ordinary shares or impair our ability to raise equity capital.

Upon completion of this offering, we will have an aggregate of           ordinary shares outstanding (assuming the underwriters do not elect to exercise their over-allotment option). Of these shares, we expect that the ordinary shares sold in this offering will be freely tradeable without restriction or further registration under the Securities Act, unless purchased by “affiliates” as that term is defined under Rule 144 of the Securities Act, who may sell only the volume of shares described below under “— Rule 144.”

The remaining ordinary shares outstanding after this offering will be “restricted securities” as that phrase is defined in Rule 144 under the Securities Act. Subject to certain contractual restrictions, including the lock-up agreements described below, holders of restricted shares will be entitled to sell those shares in the public market pursuant to an effective registration statement under the Securities Act or if they qualify for an exemption from registration, such as Rule 144 under the Securities Act.

Lock-up agreements

The Company, its directors and executive officers and shareholders representing    % of the Company’s total capital stock prior to this offering have agreed not to offer, sell, agree to sell, directly or indirectly, or otherwise dispose of any ordinary shares or any securities convertible into or exchangeable for ordinary shares except for the ordinary shares offered in this offering without the prior written consent of      for a period of 180 days after the date of this prospectus. For more information, see “Underwriting.”

Rule 144

In general, under Rule 144 under the Securities Act, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

A person (or persons whose shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of 1% of the then outstanding shares of our ordinary shares or the average weekly trading volume of our ordinary shares on the NYSE during the four calendar weeks preceding such sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

Long-term equity incentive plan

Following the completion of this offering, we intend to file a registration statement on Form S-8 under the Securities Act to register ordinary shares reserved for issuance under our long-term equity incentive plan. The registration statement on Form S-8 will become effective automatically upon filing.

Ordinary shares issued pursuant to our long-term equity incentive plan and registered under the Form S-8 registration statement will, subject to vesting provisions, lock-up agreements with the underwriters and Rule 144 volume limitations applicable to our affiliates, be available for sale in the open market immediately after the 180-day lock-up agreements expire.

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TAXATION

The following summary contains a description of the principal Guernsey, U.S. federal income and South African tax consequences of the acquisition, ownership and disposition of our ordinary shares. It does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase our ordinary shares, is not applicable to all categories of investors, some of which may be subject to special rules, and does not address all of the Guernsey, U.S. federal income and South African tax considerations applicable to any particular holder. The summary is based upon the tax laws of Guernsey, the United States and South Africa and respective regulations as of the date hereof, which are subject to change.

Prospective purchasers of our ordinary shares should consult their own tax advisors about the particular Guernsey, U.S. federal, state and local, South African and other tax consequences to them of acquiring, owning and disposing of our ordinary shares.

Guernsey tax considerations

The following summary of the anticipated tax treatment in Guernsey applies to persons holding ordinary shares in the Company as an investment.

The summary does not constitute legal or tax advice and is based on taxation law and published Revenue Service practice in Guernsey at the date of this document, which is subject to change, possibly with retroactive effect.

Prospective investors should be aware that the level and bases of taxation may change from those described and should consult their own professional advisers on the implications of making an investment in, holding or disposing of the Company’s ordinary shares under the laws of the countries in which they are liable to taxation.

Taxation of the Company in Guernsey

The Company is a Guernsey tax resident company.

It is the intention of the board of directors of the Company (the “Directors”) to conduct the affairs of the Company so as to ensure that it is Guernsey tax resident, remains Guernsey tax resident and does not become tax resident in any other jurisdiction. As a company incorporated in Guernsey, the Company shall be treated as tax resident in Guernsey unless it is proved to the satisfaction of the Director of the Revenue Service in Guernsey that the Company is (i) tax resident in a non-Guernsey jurisdiction as a matter of the law of that jurisdiction, (ii) centrally managed and controlled in that non-Guernsey jurisdiction, and (iii) the Company’s tax residence in the non-Guernsey jurisdiction is not motivated by the avoidance, reduction or deferral of Guernsey tax.

It is the intention of the Directors to conduct the affairs of the Company so as to maintain sole Guernsey tax resident status.

As a Guernsey resident company, the Company will be liable to be charged income tax in Guernsey on its income and taxable at the Guernsey standard rate of company income tax, which is currently zero percent.

Guernsey currently does not levy taxes upon capital, inheritances, capital gains, gifts, sales or turnover, nor are there any estate duties (save for registration fees and ad valorem duty for a Guernsey Grant of Representation where the deceased dies leaving assets in Guernsey which require presentation of such a Grant).

No stamp duty or similar tax is chargeable in Guernsey on the issue or redemption of ordinary shares in the Company, assuming that there is no transfer of Guernsey real property.

Taxation of the Company’s shareholders

Dividends paid by the Company to its shareholders who are not resident in Guernsey (which includes Alderney and Herm) for tax purposes (and do not have a permanent establishment in Guernsey) can be

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paid to such shareholders, either directly or indirectly, without the withholding of Guernsey tax and without giving rise to any other liability to Guernsey income tax.

Shareholders of the Company who are resident for tax purposes in Guernsey (which includes Alderney or Herm), or who are not so resident but have a permanent establishment in Guernsey to which the holding of their ordinary shares in the Company is related, will incur Guernsey income tax at the applicable rate on a dividend paid to them by the Company.

As already referred to above, Guernsey currently does not levy taxes upon capital inheritances, capital gains, gifts, sales or turnover, nor are there any estate duties (save for registration fees and ad valorem duty for a Guernsey Grant of Representation where the deceased dies leaving assets in Guernsey which require presentation of such a Grant). In addition, no stamp duty or similar tax is chargeable in Guernsey on the issue, transfer or redemption of ordinary shares in the Company, assuming that there is no transfer of Guernsey real property.

Common Reporting Standard

On February 13, 2014, the OECD released the Common Reporting Standard (“CRS”) designed to create a global standard for the automatic exchange of financial account information, similar to the information to be reported under United States Foreign Account Tax Compliance Act (“FATCA”). On October 29, 2014, fifty-one jurisdictions signed a multilateral competent authority agreement (“Multilateral Agreement”) that activates this automatic exchange of FATCA-like information in line with the CRS. Since then, further jurisdictions have signed the Multilateral Agreement, and in total, over 100 jurisdictions have committed to adopting the CRS. Many of these jurisdictions have now adopted the CRS. Guernsey adopted the CRS with effect from January 1, 2016.

Under the CRS and legislation enacted in Guernsey to implement the CRS, certain disclosure requirements will be imposed in respect of certain shareholders who are, or are controlled by one or more natural persons who are, residents of any of the jurisdictions that have also adopted the CRS, unless a relevant exemption applies. Certain due diligence obligations will also be imposed.

Where applicable, information that would need to be disclosed will include certain information about shareholders, their ultimate beneficial owners and/or controllers, and their investment in and returns from the Company.

The Company will be required to report this information each year in the prescribed format and manner as per local guidance. The CRS is implemented through Guernsey’s domestic legislation in accordance with guidance that is supplemented by guidance issued by the OECD.

Under the CRS, there is currently no reporting exemption for securities that are “regularly traded” on an established securities market, although it is expected that while an ordinary share is held in uncertificated form through CREST, the holder of the ordinary share will likely be a financial institution acting as an intermediary. Shareholders that own our ordinary shares through a financial intermediary may be required to provide information to such financial intermediary in order to allow the financial intermediary to satisfy its obligations under the CRS.

All prospective investors should consult with their own tax advisers regarding the possible implications of the CRS and any other similar legislation and/or regulations on their investment in the Company.

It is further recommended that shareholders should consider whether they have any obligations to notify their respective investors, shareholders or account-holders about the information that the Company requests.

If the Company fails to comply with any due diligence and/or reporting requirements under Guernsey legislation implementing the CRS, the imposition of financial penalties introduced pursuant to the relevant implementing regulations in Guernsey. While the Company will seek to satisfy its obligations under the CRS and associated implementing legislation in Guernsey to avoid the imposition of any financial penalties under Guernsey law, the ability of the Company to satisfy such obligations will depend on receiving relevant information and/or documentation about each shareholder and the direct and indirect beneficial owners of the shareholders (if any). There can be no assurance that the Company will be able to satisfy such obligations.

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EU Blacklist

On December 5, 2017, the EU Council released a list of non-EU jurisdictions (which has since been updated on a number of occasions) that are deemed by the EU Council to be “non-cooperative jurisdictions” for tax purposes (the “Blacklist”) and a list of additional non-EU jurisdictions that had committed and introduced specified amendments to their tax regimes by 2018/2019 in order to remain off the Blacklist (the “Grey List”). Guernsey had been listed by the EU Council as a member of the Grey List pending its adoption of appropriate economic substance legislation by the end of 2018.

Guernsey adopted economic substance legislation within the timeframe, and on March 12, 2019, the EU Council confirmed that Guernsey had met its commitment and removed Guernsey from the Grey List. Guernsey remains off the Blacklist.

U.S. Federal Income Tax considerations

The following is a discussion of certain U.S. federal income tax consequences to U.S. Holders (defined below) of acquiring, owning and disposing of our ordinary shares, but it does not purport to be a comprehensive discussion of all tax considerations that may be relevant to a particular person’s decision to acquire ordinary shares. This discussion applies only to a U.S. Holder that acquires ordinary shares in this offering and owns the ordinary shares as capital assets for U.S. federal income tax purposes. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations promulgated thereunder, and administrative rulings and judicial interpretations thereof, in each case as in effect of the date of this prospectus. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below. No ruling will be sought from the U.S. Internal Revenue Service (the “IRS”) with respect to any statement or conclusion in this discussion, and there can be no assurance that the IRS will not challenge such statement or conclusion in the following discussion or, if challenged, that a court will uphold such statement or conclusion.

In addition, this discussion does not describe all of the tax consequences that may be relevant in light of a U.S. Holder’s particular circumstances, including any U.S. state, local or non-U.S. tax law, the Medicare tax on net investment income, and any estate or gift tax laws, and it does not describe differing tax consequences applicable to U.S. Holders subject to special rules, such as:

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certain banks or financial institutions;

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regulated investment companies and real estate investment trusts;

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dealers or traders in securities that use a mark-to-market method of tax accounting;

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insurance companies;

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persons holding ordinary shares as part of a hedge, straddle, conversion, constructive sale, integrated transaction or similar transaction;

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persons liable for the alternative minimum tax;

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persons required for U.S. federal income tax purposes to accelerate the recognition of any item of gross income with respect to our ordinary shares as a result of such income being recognized on an applicable financial statement;

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persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;

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entities or arrangements classified as partnerships or pass-through entities for U.S. federal income tax purposes or holders of equity interests therein;

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tax-exempt entities, “individual retirement accounts” or “Roth IRAs”;

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certain U.S. expatriates;

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persons that own, directly, indirectly or constructively, ten percent (10%) or more of the total voting power or value of all of our outstanding stock; or

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persons owning ordinary shares in connection with a trade or business conducted outside the United States.

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U.S. Holders should consult their tax advisors concerning the U.S. federal, state, local and non-U.S. tax consequences of acquiring, owning and disposing of ordinary shares in their particular circumstances.

For purposes of this discussion, a “U.S. Holder” is a person that, for U.S. federal income tax purposes, is a beneficial owner of ordinary shares and is:

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an individual citizen or resident of the United States;

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a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia;

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an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

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a trust if a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all substantial decisions of the trust or otherwise if the trust has a valid election in effect under current Treasury regulations to be treated as a United States person.

If an entity or arrangement that is classified as a partnership for U.S. federal income tax purposes owns ordinary shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the status and activities of the partnership. Partnerships owning ordinary shares and partners in such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences of acquiring, owning and disposing of the ordinary shares.

THE DISCUSSION OF U.S. FEDERAL INCOME TAX CONSIDERATIONS SET OUT BELOW IS FOR GENERAL INFORMATION ONLY. ALL PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR TAX ADVISORS CONCERNING THE TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP, OR DISPOSITION OF ORDINARY SHARES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICABILITY AND EFFECT OF OTHER FEDERAL, STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS, INCLUDING THE TREATY, AND POSSIBLE CHANGES IN TAX LAW.

U.S. Federal Income Taxation of U.S. Holders

Taxation of distributions

Subject to the discussion below under “— Passive Foreign Investment Company Rules,” the gross amount of any distribution of cash or property paid with respect to our ordinary shares (including any amounts withheld in respect of South African taxes), will generally be included in a U.S. Holder’s gross income as dividend income on the date actually or constructively received to the extent such distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Distributions in excess of our current and accumulated earnings and profits will be treated first as a non-taxable return of capital, thereby reducing the U.S. Holder’s adjusted tax basis in our ordinary shares (but not below zero), and thereafter as either long-term or short-term capital gain depending upon whether the U.S. Holder held our ordinary shares for more than one year as of the time such distribution is actually or constructively received. Because we do not prepare calculations of our earnings and profits using U.S. federal income tax principles, it is expected that distributions generally will be taxable to U.S. Holders as dividends, and taxable at ordinary income tax rates.

Dividends on our ordinary shares generally will not be eligible for the dividends-received deduction generally available to U.S. corporations with respect to dividends received from other U.S. corporations. Subject to applicable limitations, dividends paid by “qualified foreign corporations” to certain non-corporate U.S. investors are taxable at a preferential rate applicable to long-term capital gains. A non-U.S. corporation is treated as a “qualified foreign corporation” with respect to stock that is readily tradable on certain U.S. securities markets, such as the NYSE, where the ordinary shares offered in this offering will be listed. Non-corporate U.S. Holders should consult their tax advisers regarding the availability of the preferential rate and any limitations that may apply in their particular circumstances. The amount of any dividend paid in rand will be the U.S. dollar value of the rand calculated by reference to the spot rate of exchange in effect on the date of actual or constructive receipt, regardless of whether the payment is in fact converted

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into U.S. dollars on such date. U.S. Holders should consult their own tax advisers regarding the treatment of any foreign currency gain or loss upon a subsequent conversion or other disposition of the rand.

Sale or other taxable disposition of ordinary shares

Subject to the discussion below under “— Passive Foreign Investment Company Rules,” a U.S. Holder generally will recognize gain or loss for U.S. federal income tax purpose on the sale, exchange or other taxable disposition of our ordinary shares in an amount equal to the difference between the amount realized on the disposition and the U.S. Holder’s adjusted tax basis in the ordinary shares disposed of, in each case as determined in U.S. dollars. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder’s holding period for the ordinary shares exceeds one year. Long-term capital gains of certain non-corporate U.S. Holders (including individuals) are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

A U.S. Holder’s initial tax basis in any ordinary shares denominated in rand will be the U.S. dollar value of the rand denominated purchase price determined on the date of purchase, and the amount realized on a sale, exchange or other taxable disposition of our ordinary shares for rand or other non-U.S. currency will be the U.S. dollar value of the payment received determined on the date of disposition. If our ordinary shares are treated as traded on an “established securities market,” a cash method U.S. Holder or, if it elects, an accrual method U.S. Holder, will determine the U.S. dollar value of (i) the cost of such ordinary shares paid in rand by translating the amount paid at the spot rate of exchange on the settlement date of the purchase, and (ii) the amount realized by translating the amount of rand received at the spot rate of exchange on the settlement date of the sale, exchange or other taxable disposition. Such an election by an accrual method U.S. Holder must be applied consistently from year to year and cannot be revoked without the consent of the IRS. Accrual method U.S. Holders that do not elect to be treated as cash method taxpayers for this purpose may have a foreign currency gain or loss for U.S. federal income tax purposes, which in general will be treated as U.S.-source ordinary income or loss. U.S. Holders should consult their advisers as to the U.S. federal income tax consequences of the receipt of rand or other non-U.S. currency on a sale, exchange or other taxable disposition of our ordinary shares.

Passive foreign investment company rules

In general, a corporation organized outside the United States will be treated as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes in any taxable year in which (a) 75% or more of its gross income is passive income (the “income test”) or (b) 50% or more of its assets by value either produce passive income or are held for the production of passive income, based on the quarterly average of the fair market value of such assets (the “asset test”). For this purpose, “gross income” generally includes all sales revenues less the cost of goods sold, plus income from investments and from incidental or outside operations or sources, and “passive income” generally includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions (other than commodities gains treated as derived in an active trade or business). For purposes of the PFIC income test and asset test described above, if the Company owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another corporation, the Company will be treated as if it (a) held a proportionate share of the assets of such other corporation and (b) received directly a proportionate share of the income of such other corporation.

Based on the nature of our business, the composition of our income and assets, the value of our assets, our intended use of the proceeds from the offering, and the expected price of our ordinary shares, we do not expect that we will be a PFIC for our current taxable year or in the foreseeable future. However, because a determination of whether a company is a PFIC must be made annually after the end of each taxable year and the Company’s PFIC status for each taxable year will depend on facts, including the composition of Company’s income and assets and the value of Company’s assets (which may be determined in part by reference to the market value of the ordinary shares) at such time, there can be no assurance that the Company will not be a PFIC for the current or any future taxable year. If the Company is a PFIC for any taxable year during which a U.S. Holder holds ordinary shares and any of the Company’s non-U.S. subsidiaries is also a PFIC, such U.S. Holder will be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. U.S. Holders are urged to consult their tax advisors about the application of the PFIC rules to any of the Company’s subsidiaries.

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Generally, if the Company is a PFIC for any taxable year during which a U.S. Holder holds ordinary shares, the U.S. Holder may be subject to adverse tax consequences. Generally, gain recognized by a U.S. Holder upon a disposition (including, under certain circumstances, a pledge) of ordinary shares by the U.S. Holder would be allocated ratably over the U.S. Holder’s holding period for such ordinary shares. The amounts allocated to the taxable year of disposition and to years before the Company became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for that taxable year for individuals or corporations, as appropriate, and an interest charge would be imposed on the tax attributable to the allocated amount. Further, to the extent that any distribution received by a U.S. Holder on the ordinary shares exceeds 125% of the average of the annual distributions on such ordinary shares received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, that distribution would be subject to taxation in the same manner as gain, described immediately above. Certain elections may be available that would result in alternative treatments of the ordinary shares if the Company was a PFIC, such as a mark-to-market treatment.

If the Company was a PFIC for any year during which a U.S. Holder owned ordinary shares, the Company would generally continue to be treated as a PFIC with respect to such U.S. Holder for all succeeding years during which such U.S. Holder held the ordinary shares, even if the Company ceased to meet the threshold requirements for PFIC status.

If a U.S. Holder owns our ordinary shares during any year in which we are a PFIC, the U.S. Holder generally will be required to file an IRS Form 8621 annually with respect to the Company, generally with the U.S. Holder’s U.S. federal income tax return for that year unless specified exceptions apply.

U.S. Holders should consult their tax advisors regarding our PFIC status for any taxable year and the potential application of the PFIC rules.

Foreign financial asset reporting

Certain U.S. Holders who are individuals or certain specified entities that own “specified foreign financial assets” with an aggregate value in excess of US$50,000 (and in some circumstances, a higher threshold) may be required to report information relating to the ordinary shares by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets (which requires U.S. Holders to report “foreign financial assets,” which generally include financial accounts held at a non-U.S. financial institution, interests in non-U.S. entities, as well as stock and other securities issued by a non-U.S. person), to their tax return for each year in which they hold our ordinary shares, subject to certain exceptions (including an exception for our ordinary shares held in accounts maintained by financial institutions). U.S. Holders should consult their tax advisors regarding their reporting obligations with respect to their acquisition, ownership, and disposition of the ordinary shares.

Information reporting and backup withholding

Payments of dividends and sales proceeds from a sale, exchange or other taxable disposition (including redemption) of our ordinary shares that are made within the United States, by a U.S. payor or through certain U.S.-related financial intermediaries to a U.S. Holder generally are subject to information reporting, unless the U.S. Holder is a corporation or other exempt recipient. In addition, such payments may be subject to backup withholding, unless (1) the U.S. Holder is a corporation or other exempt recipient or (2) the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding in the manner required. Non-U.S. Holders may be required to comply with applicable certification procedures to establish that they are not U.S. Holders in order to avoid the application of such information reporting requirements and backup withholding.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will generally be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability or may entitle the U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.

South Africa tax considerations

The following summary describes the principal South African income tax considerations generally applicable to the acquisition, holding and disposal of the Company’s ordinary shares.

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This summary is based on the current provisions of the South African Income Tax Act No. 58 of 1962 (as amended from time to time) (the “South African Income Tax Act”), and the prevailing practice adopted by the South African Revenue Service (“SARS”), published in writing prior to the date hereof. This summary does not consider legislative proposals to amend the South African Income Tax Act. This summary is of a general nature only and is not intended to be legal or tax advice to any particular shareholder. This summary is not exhaustive of all South African income tax considerations. Accordingly, shareholders should consult their own tax advisors as to the tax consequences under the tax laws of the country of which they are resident or otherwise subject to tax.

SA tax resident shareholders

Shareholders of the Company who are subject to income tax in South Africa on their worldwide income (“SA Tax Resident Shareholders”) will initially be reflected in the administrative depositary share register in South Africa and will be listed on the JSE. SA Tax Resident Shareholders who choose to hold and trade their shares on the NYSE will need to ensure, from an Exchange Control perspective, that they have sufficient single discretionary allowance (in the case of individuals and trusts) or foreign direct investment allowance (in the case of corporates).

Dividends tax in South Africa (“South African Dividends Tax”) at 20% will be withheld on any cash dividends declared and paid by the Company to SA Tax Resident Shareholders holding Company ordinary shares listed on the JSE, subject to any applicable exemptions that may apply. In terms of such exemptions, inter alia, cash dividends declared and paid to “a company which is a resident” for tax purposes in South Africa pursuant to section 64F(1)(a) of the South African Income Tax Act (“SA Corporate”) will generally be fully exempt resulting in no Dividends Tax being withheld.

No South African Dividends Tax will be withheld on any cash dividends declared and paid by the Company to SA Tax Resident Shareholders holding Company ordinary shares listed on the NYSE. Such dividends will be subject to income tax in South Africa in the hands of the SA Tax Resident Shareholders, unless a relevant exemption applies.

A controlled foreign company as defined in the South African Income Tax Act (“CFC”), inter alia, is a non-South African company in which more than 50% of the participation rights/voting rights are directly or indirectly held/exercisable by SA Tax Residents who are not headquarter companies as defined. In determining whether the threshold is breached, the participation rights of a person holding (together with its connected persons) less than 5% of the participation rights in the Company is ignored. Certain profits of CFCs are included in the taxable income of certain SA Tax Resident ordinary shareholders.

The Company and all of its non-South African subsidiaries are currently CFCs for South African income tax purposes. The shareholder base of the Company, classified either as SA Tax Resident Shareholders or non-SA Tax Resident Shareholders, may vary over time. However, only those SA Tax Resident Shareholders holding, alone or together with any connected person, 10% or more of the Company’s participation rights or voting rights must include in their taxable income (impute unless any of the exemptions from imputation apply) their proportion of the “net income” of the CFCs, with such proportion being equivalent to the percentage of their shareholding in the Company’s ordinary shares.

SA Tax Resident Shareholders who, together with connected persons, will acquire more than 10% of the Company’s ordinary shares in future are advised to obtain tax advice regarding whether they will have a South African tax exposure as a result of the Company potentially being a CFC as at that date, having regard to the Company’s shareholder base as at that point in time.

Additionally, where, due to additional shares being issued to Non-SA Tax Resident Shareholders by the Company, the total shareholding in the Company by SA Tax Resident Shareholders is diluted, the CFCs may cease to be CFCs from the perspective of the SA Tax Resident Shareholders that are required to impute their proportion of “net income” of the Company, and a South African tax exposure may result for these shareholders.

SA Tax Resident Shareholders that dispose of, or are deemed to dispose of, their Company ordinary shares will be subject to either income tax (in the case of share dealers) or capital gains tax as levied in accordance with the South African Income Tax Act (“CGT”) (in the case of capital investors) unless a

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relevant exemption applies. Natural persons or trusts that are SA Tax Resident Shareholders holding Company ordinary shares listed on the JSE will, in the event of delisting such ordinary share on the JSE and subsequently listing these on the NYSE be deemed in terms of section 9K of the South Africa Income Tax Act to dispose of and reacquire such share for an amount equal to the market value of that share on the day it is listed on the NYSE.

Non-SA tax resident shareholders

No South African Dividends Tax will be withheld on any cash dividends declared and paid by the Company to Non-SA Tax Resident Shareholders (i.e. shareholders of the Company who are not subject to income tax in South Africa on their worldwide income) holding Company ordinary shares. Where such shares are registered on the JSE, a specific exemption is applicable in terms of the South African Income Tax Act, provided that the Non-SA Tax Resident Shareholder has submitted the prescribed information to the Company as required in terms of section 64G(2)(a) prior to payment of the relevant cash dividend, or, the payment is made to a regulated intermediary as contemplated in section 64D of the South African Income Tax Act. Where such shares are listed on the NYSE, South African Dividends Tax is not applicable.

Non-SA Tax Resident Shareholders that dispose of their Company ordinary shares listed on the JSE or on the NYSE will be subject to CGT (in the case of capital investors) in South Africa to the extent that the Company ordinary shares (i) constitute an interest in immovable property situated in South Africa (equity shares in the Company if 80% or more of the market value of those equity shares, as at the time of the disposal thereof by the Non-SA Tax Resident Shareholder, is attributable directly or indirectly to immovable property or a right or interest to or in immovable property situated in South Africa and such Non-SA Tax Resident Shareholder, together with connected persons, directly or indirectly holds at least 20% of those equity shares); or (ii) are attributable to a permanent establishment of the Non-SA Tax Resident Shareholder in South Africa.

Where the Non-SA Tax Resident Shareholders are share dealers, income tax will be payable on disposal of their Company ordinary shares listed on the JSE or on the NYSE to the extent that the Company ordinary shares (i) constitute an interest in immovable property situated in South Africa (i.e. equity shares in the Company if 80% or more of the market value of those equity shares, as at the time of the disposal thereof by the Non-SA Tax Resident Shareholder, is attributable directly or indirectly to immovable property or a right or interest to or in immovable property situated in South Africa and such Non-SA Tax Resident Shareholder, together with connected persons, directly or indirectly holds at least 20% of those equity shares); or (ii) are attributable to a permanent establishment of the Non-SA Tax Resident Shareholder in South Africa. Non-SA Tax Resident Shareholders should read the above in conjunction with the provisions of any applicable double tax agreement between South Africa and their country of residence.

Securities transfer tax

Company ordinary shares registered on the JSE which are transferred (disposed, redeemed, etc.) disposed of will be subject to securities transfer tax at the rate of 0.25% of the taxable amount of such shares being the higher of the market value or consideration given for the shares, determined in terms of the South African Securities Transfer Tax Act No. 25 of 2007 (as amended from time to time) (the “STT Act”). The definition of “transfer” in the STT Act excludes the issue of a share and hence no securities transfer tax is payable on the issue of a share.

Company ordinary shares listed on the NYSE will not be subject to the STT Act and the transfer of these will not incur South African securities transfer tax.

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UNDERWRITING

Under the terms and subject to the conditions in the underwriting agreement dated           , 2022 (the “Underwriting Agreement”), between the Company and the underwriters named below, for whom           is acting as representative (the “representative”), the underwriters named below have severally agreed to purchase, and the Company has agreed to sell to them, the number of ordinary shares indicated below:

Underwriter	Number of Ordinary Shares
Evercore ISI	​	•
	​	•
Total	​	•

The underwriters are offering the ordinary shares subject to their acceptance of the ordinary shares from the Company and subject to prior sale. The Underwriting Agreement provides that the obligations of the several underwriters to pay for and accept delivery of ordinary shares offered under this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters may terminate their obligations under the Underwriting Agreement by notice given by the representative to the Company, if after the execution and delivery of the Underwriting Agreement and prior to the closing of this offering (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, the NYSE or the JSE, (ii) trading of any securities of the Company shall have been suspended on the NYSE or the JSE, (iii) a material disruption in securities settlement, payment or clearance services in the United States or South Africa shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by U.S. Federal, New York State or South African authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets, currency exchange rates or controls or any calamity or crisis that, in the representative’s judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the representative’s judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the ordinary shares on the terms and in the manner contemplated in this prospectus. The underwriters are, however, obligated to take and pay for all of the ordinary shares if any such shares are taken. However, the underwriters are not required to take or pay for the ordinary shares covered by the over-allotment option unless and until the over-allotment option is exercised.

This offering is being made concurrently in the United States and South Africa. The ordinary shares will be offered in the United States through certain of the underwriters listed above, either directly or indirectly, through their respective U.S. broker-dealer affiliates or agents. The ordinary shares will be offered in South Africa through certain of the underwriters or their South African affiliates who are registered to offer the ordinary shares for sale in South Africa or through such other registered dealers as may be designated by the underwriters. Subject to applicable law, the underwriters may offer ordinary shares outside of the United States and South Africa.

The underwriters initially propose to offer a portion of the ordinary shares directly to the public and a portion of the ordinary shares to certain dealers, in each case at the initial public offering price in U.S. dollars listed on the cover page of this prospectus. After the underwriters have made a reasonable effort to sell all of the ordinary shares at the initial public offering price,the initial public offering price may be decreased from time to time to an amount not greater than that set out on the cover page, and the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the ordinary shares is less than the gross price paid by the underwriters to the Company.

We and the selling shareholders have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to                 additional ordinary shares at the initial public offering price, less underwriting discounts and commissions. The underwriters may exercise the over-allotment option solely for the purpose of covering the underwriters’ over-allocation position, if any, made in connection with the initial offering of the ordinary shares offered under this prospectus and consequent market stabilization purposes. To the extent the option is exercised, each underwriter will become obligated,

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subject to certain conditions, to purchase approximately the same proportion of the additional ordinary shares as the number listed next to such underwriter’s name in the preceding table bears to the total number of ordinary shares listed next to the names of all underwriters in the preceding table.

The table below shows the price per ordinary share and total price to the public, underwriters’ discounts and commissions and the net proceeds to us and the selling shareholders. These amounts are shown assuming both no exercise and full exercise of the over-allotment option.

​	Assuming no exercise of the over-allotment option				Assuming the over-allotment option is exercised in full
	Per Ordinary Share		Total		Per Ordinary Share		Total
Initial public offering price	​	US$	​	US$	​	US$	​	US$
Underwriting discounts and commissions	​	US$	​	US$	​	US$	​	US$
Proceeds, before expenses, to us	​	US$	​	US$	​	US$	​	US$
Proceeds, before expenses, to the selling shareholders	​	US$	​	US$	​	US$	​	US$

The expenses of this offering, estimated to be approximately US$      or the equivalent in South African rand, will be paid for by us out of the gross proceeds of this offering.

We applied to list the ordinary shares distributed under this prospectus on the NYSE and the JSE. Listing will be subject to the Company fulfilling all the listing requirements of the NYSE and the JSE.

The Company, its directors and executive officers and shareholders representing    % of our total capital stock prior to this offering (each, a “locked-up party”) have agreed that, without the prior written consent of the representative on behalf of the underwriters and subject to certain exceptions, they will not, during the period ending 180 days after the date of this prospectus (the “restricted period”):

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offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ordinary shares (collectively, the “subject shares”) or any securities convertible into or exercisable or exchangeable for any subject shares or publicly disclose the intention to do so; or

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enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the subject shares or such other securities;

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whether any such transaction described above is to be settled by delivery of subject shares or such other securities, in cash or otherwise. In addition, the Company and each such locked-up party have agreed that, without the prior written consent of the representative, on behalf of the underwriters, the Company or such locked-up party will not, during the restricted period, make any demand for or exercise any right with respect to, the registration or qualification for distribution of any subject shares or any security convertible into or exercisable or exchangeable for any subject shares.

The representative, in its sole discretion, may release the shares subject to the lock-up agreements described above in whole or in part at any time.

In order to facilitate this offering, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the ordinary shares. Specifically, the underwriters may sell more shares than they are obligated to purchase under the Underwriting Agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under their over-allotment option. The underwriters can close out a covered short sale by exercising their over-allotment option or purchasing ordinary shares in the open market. In determining the source of ordinary shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of ordinary shares compared to the price available under the over-allotment option. The underwriters may also sell ordinary shares in excess of their over-allotment option, creating a naked short position. The underwriters may close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the ordinary shares in the open market after pricing that

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could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, ordinary shares in the open market to stabilize the price of such shares. These activities may raise or maintain the market price of the ordinary shares above independent market levels or prevent or retard a decline in the market price of the ordinary shares. The underwriters are not required to engage in these activities and may end any of these activities at any time.

The Company has agreed to indemnify the underwriters, and the underwriters have agreed to indemnify the Company, against certain liabilities, including liabilities under the U.S. Securities Act and applicable South African securities laws.

This prospectus in electronic format may be made available on websites maintained by one or more underwriters or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of ordinary shares to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make internet distributions on the same basis as other allocations.

Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. This offering is expected to close on or about           , 2022 or such later date as the Company and the underwriters may agree.

NYSE Listing

We expect the shares to be approved for listing on the NYSE under the symbol “SPML.” In order to meet the requirements for listing on that exchange, the underwriters have undertaken to sell a minimum number of shares to a minimum number of beneficial owners as required by the exchange.

Before this offering, there has been no public market for our ordinary shares. The initial public offering price will be determined through negotiations among us and the representatives. In addition to prevailing market conditions, the factors to be considered in determining the initial public offering price are:

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the valuation multiples of publicly traded companies that the representatives believe to be comparable to us;

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our financial information;

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the history of, and the prospects for, the Company and the industry in which we compete;

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an assessment of our management, its past and present operations, and the prospects for, and timing of, our future revenues and growth potential;

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the present state of our development, including the Triple Crown Properties and Mphahlele Project; and

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the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.

An active trading market for the shares may not develop. It is also possible that after the offering the shares will not trade in the public market at or above the initial public offering price.

The underwriters do not expect to sell more than 5% of the shares in the aggregate to accounts over which they exercise discretionary authority.

Conflicts of interest

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed and may in the future perform, various financial advisory and investment banking services for the Company, for which they received or will receive customary fees and expenses.

258

In addition, in the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve the Company’s securities and instruments. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.

Pricing of the offering

The price of the ordinary shares was determined by negotiation between the Company and the underwriters.

Selling Restrictions Outside of the United States

Other than in the United States, no action has been taken by the Company that would permit a public offering of the ordinary shares in any jurisdiction outside the United States where action for that purpose is required. Our ordinary shares may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such ordinary shares be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any ordinary shares in any jurisdiction in which such an offer or a solicitation is unlawful.

Notice to prospective investors in South Africa

In South Africa, this document is only being made available to persons falling within the exemptions set out in sections 96(1)(a) and 96(1)(b) of the South African Companies Act (“SA Qualifying Investors”). Should any person who is not a SA Qualifying Investor receive this document, they should not and will not be entitled to acquire or subscribe for any shares or otherwise act thereon. This document does not, nor is it intended to, constitute a prospectus prepared and registered under the South African Companies Act. Accordingly, this document does not comply with the substance and form requirements for prospectuses set out in the South African Companies Act and the South African Companies Regulations of 2011 and has not been approved by, and/or registered with, the Companies and Intellectual Property Commission.

Information made available in this document should not be considered as “advice” as defined in the South African Financial Advisory and Intermediary Services Act No 37 of 2002, and nothing in this document should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa.

Notice to prospective investors in the European Economic Area and the United Kingdom

In relation to each member state of the European Economic Area (each, a “relevant member state”), no ordinary shares have been offered or will be offered pursuant to this prospectus to the public in that relevant member state prior to the publication of a prospectus in relation to the ordinary shares that have been approved by the competent authority in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in that relevant member state, all in accordance with the Prospectus Regulation, except that an offer of the ordinary shares may be made to the public in that relevant member state at any time under the following exemptions under the Prospectus Regulation:

(a)

to any legal entity which is a qualified investor as defined under the Prospectus Regulation;

(b)

to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the underwriters; or

259

(c)

in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of ordinary shares shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

Each person in a relevant member state who initially acquires any ordinary shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with the Company and the representatives that it is a qualified investor within the meaning of the Prospectus Regulation.

In the case of any ordinary shares being offered to a financial intermediary as that term is used in Article 5(1) of the Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the Ordinary shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer to the public other than their offer or resale in a relevant state to qualified investors, in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

The Company, the representative and each of their respective affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

For the purposes of this provision, the expression an “offer of ordinary shares to the public” in relation to any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the ordinary shares to be offered so as to enable an investor to decide to purchase or subscribe for any ordinary shares, as the expression may be varied in that relevant member state by any measure implementing the Prospectus Regulation in that relevant member state, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

References to the Prospectus Regulation include, in relation to the United Kingdom, the Prospectus Regulation as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018.

The above selling restriction is in addition to any other selling restrictions set out below.

In connection with this offering, the representatives are not acting for anyone other than the Company and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to this offering.

Notice to prospective investors in the United Kingdom

This prospectus is only being distributed to, and is only directed at, and any offer subsequently made may only be directed at persons outside the United Kingdom or at persons in the United Kingdom who are “qualified investors” ​(as defined in the Prospectus Regulation) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth entities, and other persons to whom it may otherwise be lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order and/or (iii) persons to whom it may otherwise be lawfully communicated (each such person being referred to as a “relevant person”) or otherwise in circumstances which have not resulted and will not result in an offer to the public of the ordinary shares in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this document or use it as a basis for taking any action. In the United Kingdom, any investment or investment activity that this document relates to may be made or taken exclusively by relevant persons.

Notice to prospective investors in Hong Kong

The ordinary shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the “SFO”) of Hong Kong and any

260

rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32 of the Laws of Hong Kong) (the “CO”) or which do not constitute an offer to the public within the meaning of the CO. No advertisement, invitation or document relating to the ordinary shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to ordinary shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made thereunder.

Notice to prospective investors in Japan

The ordinary shares offered in this prospectus have not been and will not be registered under the Financial Instruments and Exchange Law of Japan.

The ordinary shares have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan (including any Company or other entity organized under the laws of Japan), except (i) pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law.

Notice to prospective investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ordinary shares may not be circulated or distributed, nor may the ordinary shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the “SFA”) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

Where the ordinary shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is

•

a company (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

•

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor,

shares, debentures and American Depositary Shares (“ADSs”) of shares and debentures of that company or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that company or that trust has acquired the ordinary shares pursuant to an offer made under Section 275 of the SFA except:

•

to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and ADSs of shares and debentures of that company or such rights and interest in that trust are acquired at a consideration of not less than 300,000 Singapore dollars (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

•

where no consideration is or will be given for the transfer;

261

•

where the transfer is by operation of law;

•

as specified in Section 276(7) of the SFA; or

•

as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.

Notice to prospective investors in the Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

Notice to prospective investors in Australia

This prospectus is not a disclosure document under Chapter 6D of the Australian Corporations Act, has not been lodged with the Australian Securities and Investments Commission and does not purport to include the information required of a disclosure document under Chapter 6D of the Australian Corporations Act. Accordingly, (i) the offer of the securities under this prospectus is only made to persons to whom it is lawful to offer the securities without disclosure under Chapter 6D of the Australian Corporations Act under one or more exemptions set out in section 708 of the Australian Corporations Act, (ii) this prospectus is made available in Australia only to those persons as set forth in clause (i) above, and (iii) the offeree must be sent a notice stating in substance that by accepting this offer, the offeree represents that the offeree is such a person as set forth in clause (i) above, and, unless permitted under the Australian Corporations Act, agrees not to sell or offer for sale within Australia any of the securities sold to the offeree within 12 months after its transfer to the offeree under this prospectus.

Notice to prospective investors in Switzerland

The ordinary shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This prospectus has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this prospectus nor any other offering or marketing material relating to the ordinary shares or this offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this prospectus nor any other offering or marketing material relating to this offering, us or our ordinary shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of securities will not be supervised by, the Swiss Financial Market Supervisory Authority, and the offer of securities has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of securities.

262

EXPENSES OF THE OFFERING

We estimate that our expenses in connection with this offering, other than underwriting discounts, will be as follows:

Expenses	Amount
SEC registration fee	US$
Nasdaq listing fee	​
FINRA filing fee	​
JSE listing fee	​
Printing and engraving expenses	​
Legal fees and expenses	​
Transfer agent and registrar fees	​
Accounting fees and expenses	​
Miscellaneous costs
Total	US$

All amounts in the table are estimates except the SEC registration fee, the NYSE listing fee and the FINRA filing fee. We will pay all of the expenses of the offering listed above.

263

LEGAL MATTERS

The validity of the ordinary shares and certain other matters of Guernsey law will be passed upon for us by Appleby (Guernsey) LLP, St Peter Port, Guernsey. Certain matters of U.S. federal and New York State law will be passed upon for us by White & Case LLP, New York, New York, and for the underwriters by Davis Polk & Wardwell LLP, New York, New York. Certain legal matters with respect to South African law will be passed upon for us by White & Case LLP, Johannesburg, South Africa and ENSafrica, Johannesburg, South Africa, and for the underwriters by Bowman Gilfillan, Inc., Johannesburg, South Africa.

EXPERTS

The consolidated financial statements of as of December 31, 2021, 2020 and 2019 and for each of the years in the three-year period ended December 31, 2021 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers Inc., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

SRK Consulting (South Africa) (Pty) Ltd. has prepared the Technical Report Summaries. SRK Consulting (South Africa) (Pty) Ltd. is a qualified person as defined in subpart 1300 of Regulation S-K. None of SRK Consulting (South Africa) (Pty) Ltd., or the employees of SRK Consulting (South Africa) (Pty) Ltd., is an affiliate of the Company.

As at the date hereof, none of the above-named experts has received, or is to receive, in connection with the offering, an interest, direct or indirect, in the Company or its subsidiaries.

264

ENFORCEABILITY OF CIVIL LIABILITIES

Enforceability of Civil Liabilities

We are incorporated under the laws of the Island of Guernsey. In Guernsey, foreign judgments can be recognized by the Royal Court of Guernsey (the “Guernsey Court”) either under the Foreign Judgments (Reciprocal Enforcement) (Guernsey) Law, 1957, as amended (the “1957 Law”), which provides a statutory framework for the enforcement of judgments made in a reciprocating country and of a kind to which the 1957 Law applies, or under the principles of common law. Save for very exceptional and limited circumstances, if the 1957 Law does not apply then the common law prevails.

For jurisdictions not included in the 1957 Law, including the U.S., a judgment obtained in a court in the U.S. against the Company (or its directors or officers) cannot be registered or enforced in Guernsey, pursuant to the 1957 Law, but may be enforceable by separate action on the judgment in accordance with Guernsey common law rules.

To enforce the judgment of a court of the U.S. in Guernsey, the claimant would be required to bring fresh proceedings before the Guernsey Court, suing on the foreign judgment itself and applying for summary judgment if the case is placed on the pleadings list (essentially, where the case is defended). In such an action, the Guernsey Court is unlikely to re-examine the merits of the original case decided by a U.S. court.

According to current practice, the Guernsey Court will (subject to the following matters) enforce the judgment of a court in the United States in in personam proceedings provided that the following conditions inter alia are satisfied:

(a)

the judgment is for a debt or fixed or ascertainable sum of money (provided that the judgment does not relate to U.S. penal, revenue or other public laws);

(b)

the judgment is final and conclusive; and

(c)

the court in the U.S. had, at the time when proceedings were served, jurisdiction over the judgment debtor in accordance with the Guernsey rules of private international law.

The Guernsey Court will not, however, enforce that judgment if the judgment debtor satisfies the Guernsey Court that:

(a)

the judgment was given in proceedings that were in breach of principles of natural or substantial justice;

(b)

enforcement of the judgment would be contrary to Guernsey public policy;

(c)

the foreign court did not have jurisdiction to give that judgment according to Guernsey rules on the conflict of laws;

(d)

there was fraud on the part of the U.S. court pronouncing judgment;

(e)

there was fraud on the part of the party in whose favor the judgment was given;

(f)

enforcement proceedings are time barred under the Guernsey laws on prescription/limitation;

(g)

the foreign judgment is not for a definite sum of money (which is not a sum in respect of taxes or penalties) or is not final and conclusive;

(h)

the foreign judgment was against a person who was entitled to immunity from the courts of that country; and

(i)

(i) the foreign court had no jurisdiction in circumstances where the judgment debtor was, at the time the proceedings were instituted, present in the foreign country and the bringing of proceedings in that U.S. court was contrary to an agreement under which the dispute was to be settled and the judgment debtor did not agree to the proceedings being brought in that U.S. court, nor counterclaimed or otherwise submitted to the jurisdiction.

265

If the Guernsey Court gives judgment for the sum payable under a judgment of a United States court, the Guernsey judgment would be enforceable by the methods generally available for the enforcement of Guernsey judgments. These give the Guernsey Court discretion whether to allow enforcement by any particular method. In addition, it may not be possible to obtain a Guernsey judgment or to enforce any Guernsey judgment: if the judgment debtor is subject to any insolvent administration or similar proceedings; if there is delay; if an appeal is pending or anticipated against the Guernsey judgment in Guernsey or against the foreign judgment in the courts of the United States; or if the judgment debtor has any set-off or counterclaim against the judgment creditor. Additionally any security interest may affect the circumstances where the Guernsey Court provides judicial assistance to persons empowered under foreign bankruptcy law to act on behalf of an insolvent company and/or in relation to the enforcement of a judgment debt.

Jurisdiction

A foreign court is considered to have jurisdiction where one of four criteria is met, being any of the following:

(a)

where the respondent to the order sought to be enforced was, at the time the proceedings were instituted, present in the foreign jurisdiction (and where that “person” is a corporate entity, where it is resident or maintains a fixed place of business in the foreign jurisdiction);

(b)

where the respondent to the order sought to be enforced was a claimant or counterclaimant in the proceedings in the foreign court;

(c)

where the respondent to the order sought to be enforced submitted to the jurisdiction of the foreign court by voluntarily appearing in the proceedings; or

(d)

where the respondent to the order sought to be enforced agreed, prior to the commencement of the proceedings, to submit to the jurisdiction of the foreign court.

Sum of money

It is a generally accepted principle of common law in Guernsey that for the Guernsey Court to recognize a foreign judgment, that judgment needs to be for a definite sum of money and must not include deductions or additions for unspecified amounts such as tax, nor can it include penalties.

Final and conclusive

A foreign judgment which is final and conclusive, for the purposes of recognition under Guernsey common law, is one which cannot be varied by the court which pronounced it, notwithstanding that there may be a right of appeal.

Original actions in courts of Guernsey

The Guernsey Court will prima facie take jurisdiction over an action brought by a holder of our ordinary shares under U.S. securities laws against the Company, and would apply U.S. law (if applicable and appropriate) to determine the liability of the Company. However, the Guernsey Court may decline to exercise jurisdiction over the claim. A key factor as to whether the Guernsey Court would take jurisdiction is likely to be an argument on forum conveniens. Factors such as the extent of the disputed issues of foreign law, the nature of the dispute, the residence and place of business of the Company, and the location of key witnesses is likely to influence the Guernsey Court’s decision in this area.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form F-1 under the Securities Act relating to this offering of our ordinary shares. This prospectus does not contain all of the information contained in the registration statement. The rules and regulations of the SEC allow us to omit certain information from this prospectus that is included in the registration statement. Statements made in this prospectus concerning the contents of any contract, agreement or other document are summaries of all material information about the documents summarized, but are not complete descriptions of all terms of these documents. If we filed any of these documents as an exhibit to the registration statement, you may read the document itself for a complete description of its terms.

The SEC maintains an Internet website that contains reports and other information regarding issuers that file electronically with the SEC. Our filings with the SEC are available to the public through the SEC’s website at www.sec.gov.

We are not currently subject to the informational requirements of the Exchange Act. Upon completion of this offering, we will be subject to the information reporting requirements of the Exchange Act that are applicable to foreign private issuers, and under those requirements will file reports with the SEC. As a foreign private issuer, we will be exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we will file with the SEC, within four months after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements which will be audited and reported on, with an opinion expressed, by an independent registered public accounting firm.

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INDEX TO FINANCIAL STATEMENTS

​	Page
Audited Annual Consolidated Financial Statements – Sedibelo Platinum Mines Limited	​	​
Report of Independent Registered Public Accounting Firm	​	F-2
Consolidated Statements of Financial Position as of December 31, 2021, 2020 and 2019	​	F-3
Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019	​	F-4
Consolidated Statements of Changes in Equity for the years ended December 31, 2021, 2020 and 2019	​	F-5
Consolidated Cash Flow Statements for the years ended December 31, 2021, 2020 and 2019	​	F-6
Notes to the Consolidated Financial Statements	​	F-7

F-1

 

Report of Independent Registered Public Accounting Firm

To the to the Board of Directors and Shareholders of Sedibelo Platinum Mines Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Sedibelo Platinum Mines Limited and its subsidiaries (the “Company”) as of December 31, 2021, 2020 and 2019, and the related consolidated statements of comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2021, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, 2020 and 2019, and its financial performance and cash flows for each of the three years in the period ended December 31, 2021 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers Inc.

Johannesburg, South Africa
March 31, 2022

We have served as the Company’s auditor since 2021.

PricewaterhouseCoopers Inc., 4 Lisbon Lane, Waterfall City, Jukskei View, 2090
Private Bag X36, Sunninghill, 2157, South Africa
T: +27 (0) 11 797 4000, F: +27 (0) 11 209 5800, www.pwc.co.za

Chief Executive Officer: L S Machaba
The Company’s principal place of business is at 4 Lisbon Lane, Waterfall City, Jukskei View, where a list of directors’ names is available for inspection.
Reg. no. 1998/012055/21, VAT reg.no. 4950174682

F-2

Sedibelo Platinum Mines Limited
(Registration number 54400)

Consolidated statement of financial position
as at December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

​	​	2021		2020		2019
​	Note(s)	USD’000		USD’000		USD’000
ASSETS	​	​	​	​	​	​	​
Non-current assets	​	​	​	​	​	​	​
Mining assets	4	​	708,902	​	773,275	​	798,395
Intangible assets	5	​	30,540	​	33,564	​	34,740
Property, plant and equipment	6	​	92,625	​	92,498	​	111,093
Loans receivable	7	​	19,063	​	16,506	​	16,916
Restricted cash investments and guarantees	8.1	​	18,432	​	18,090	​	15,885
Deferred tax asset	18	​	76,138	​	101,949	​	—
Investment in joint venture	24.3	​	—	​	—	​	—
Total non-current assets	​	​	945,700	​	1,035,882	​	977,029
Current assets	​	​	​	​	​	​	​
Inventories	9	​	10,208	​	11,818	​	9,718
Trade and other receivables	10	​	82,816	​	133,893	​	70,130
Loans receivable	7	​	637	​	—	​	—
Cash and cash equivalents	8.2	​	140,595	​	62,986	​	43,393
Total current assets	​	​	234,256	​	208,697	​	123,241
TOTAL ASSETS	​	​	1,179,956	​	1,244,579	​	1,100,270
EQUITY AND LIABILITIES	​	​	​	​	​	​	​
Equity attributable to owners of the Company	​	​	​	​	​	​	​
Share capital	11	​	2,549,583	​	2,549,583	​	2,549,583
Other components of equity	​	​	(616,842)	​	(521,743)	​	(458,128)
Accumulated losses	​	​	(831,400)	​	(865,651)	​	(1,100,208)
​	​	​	1,101,341	​	1,162,189	​	991,247
Non-controlling interests	13	​	(7,687)	​	(7,126)	​	(6,608)
Total equity	​	​	1,093,654	​	1,155,063	​	984,639
Non-current liabilities	​	​	​	​	​	​	​
Long-term borrowings	14.1, 14.3, 24.5	​	5,289	​	26,976	​	36,643
Share-based payment obligations	12	​	445	​	—	​	—
Decommissioning and rehabilitation provision	17	​	18,782	​	16,787	​	22,163
Total non-current liabilities	​	​	24,516	​	43,763	​	58,806
Current liabilities	​	​	​	​	​	​	​
Short-term borrowings	14.2, 14.3, 24.6	​	—	​	14,408	​	13,453
Share-based payment obligations	12	​	1,505	​	—	​	—
Trade payables and accrued liabilities	15	​	29,029	​	26,134	​	23,477
Revolving commodity facility	16	​	31,252	​	5,211	​	19,895
Total current liabilities	​	​	61,786	​	45,753	​	56,825
Total liabilities	​	​	86,302	​	89,516	​	115,631
TOTAL EQUITY AND LIABILITIES	​	​	1,179,956	​	1,244,579	​	1,100,270

The financial statements on pages F-3 to F-52 were authorized by Erich Clarke, on behalf of the Board of Directors, on March 29, 2022, and were signed on their behalf:

/s/ Erich Clarke

Erich Clarke
(Director)

The accompanying notes are an integral part of the consolidated financial statements.

F-3

Sedibelo Platinum Mines Limited

Consolidated statement of comprehensive income
for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

​	Note(s)	2021 USD’000		2020 USD’000		2019 USD’000
Revenue	21	​	265,520	​	277,572	​	181,339
Cost of operations	22	​	(184,252)	​	(156,213)	​	(186,671)
Gross profit/(loss)	​	​	81,268	​	121,359	​	(5,332)
Administrative and general expenses	23	​	(32,511)	​	(22,610)	​	(19,610)
Other (expense)/income	23	​	(2,599)	​	(233)	​	849
Foreign exchange gain/(loss)	​	​	5,015	​	2,028	​	(1,377)
Operating profit/(loss)	23	​	51,173	​	100,544	​	(25,470)
Finance income	​	​	5,532	​	3,992	​	6,704
Finance costs	​	​	(4,146)	​	(7,103)	​	(9,126)
Share of loss of investments accounted for using the equity method	24.3	​	(786)	​	(1,130)	​	(1,512)
Profit/(loss) before income tax	​	​	51,773	​	96,303	​	(29,404)
Income tax (expense) / credit	18	​	(18,601)	​	99,891	​	(20)
PROFIT/(LOSS) FOR THE YEAR	​	​	33,172	​	196,194	​	(29,424)
Profit / (Loss) attributable to:	​	​	​	​	​	​	​
Owners of the Company	​	​	33,733	​	196,712	​	(28,754)
Non-controlling interest	​	​	(561)	​	(518)	​	(670)
​	​	​	33,172	​	196,194	​	(29,424)
Other comprehensive (expense) / income:	​	​	​	​	​	​	​
Items that may be reclassified subsequently to profit or loss	​	​	​	​	​	​	​
Exchange differences on loan designated as net investment	​	​	608	​	38,311	​	(12,078)
Exchange differences on translation from functional to presentation currency	​	​	(95,182)	​	(63,617)	​	34,600
Movement in other reserves	​	​	83	​	2(23)	​	​
Other comprehensive share of investment accounted for using the equity method	24.3	​	(90)	​	(466)	​	(356)
Total other comprehensive (expense)/income	​	​	(94,581)	​	(25,770)	​	22,143
TOTAL COMPREHENSIVE (EXPENSE)/INCOME FOR THE YEAR	​	​	(61,409)	​	170,424	​	(7,281)
Total comprehensive (expense) / income attributable to:	​	​	​	​	​	​	​
Owners of the Company	​	​	(60,848)	​	170,942	​	(6,611)
Non-controlling interest	​	​	(561)	​	(518)	​	(670)
​	​	​	(61,409)	​	170,424	​	(7,281)
Earnings per share (cents)	​	​	​	​	​	​	​
Basic earnings/(loss) per share	19.1	​	1.09	​	6.35	​	(0.93)
Diluted earnings/(loss) per share	19.1	​	1.09	​	6.35	​	(0.93)

The accompanying notes are an integral part of the consolidated financial statements.

F-4

Sedibelo Platinum Mines Limited

Consolidated statement of changes in equity
for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

Note(s)	Share capital USD’000 11		Accumulated losses USD’000		Other reserves USD’000		Foreign currency translation reserve USD’000		Subtotal USD’000		Non- controlling interest USD’000 12		Total equity USD’000
Balance at January 1, 2019	​	2,549,583	​	(1,059,022)	​	(998)	​	(491,705)	​	997,858	​	(5,939)	​	991,919
Loss for the year	​	—	​	(28,754)	​	—	​	—	​	(28,754)	​	(670)	​	(29,424)
Other comprehensive (expense) / income	​	—	​	(12,432)	​	(23)	​	34,598	​	22,143	​	—	​	22,143
Total comprehensive (expense) / income for the year	​	—	​	(41,186)	​	(23)	​	34,598	​	(6,611)	​	(670)	​	(7,281)
Balance at January 1, 2020	​	2,549,583	​	(1,100,208)	​	(1,021)	​	(457,107)	​	991,247	​	(6,608)	​	984,639
Profit for the year	​	—	​	196,712	​	—	​	—	​	196,712	​	(518)	​	196,194
Other comprehensive income/(expense)	​	—	​	37,845	​	2	​	(63,617)	​	(25,770)	​	—	​	(25,770)
Total comprehensive income/(expense) for the year	​	—	​	234,557	​	2	​	(63,617)	​	170,942	​	(518)	​	170,424
Balance at December 31, 2020	​	2,549,583	​	(865,651)	​	(1,019)	​	(520,724)	​	1,162,189	​	(7,126)	​	1,155,063
Profit for the year	​	—	​	33,733	​	—	​	—	​	33,733	​	(561)	​	33,172
Other comprehensive income / (expense)	​	—	​	518	​	83	​	(95,182)	​	(94,581)	​	—	​	(94,581)
Total comprehensive income / (expense) for the year	​	—	​	34,251	​	83	​	(95,182)	​	(60,848)	​	(561)	​	(61,409)
Balance at December 31, 2021	​	2,549,583	​	(831,400)	​	(936)	​	(615,906)	​	1,101,341	​	(7,687)	​	1,093,654

The accompanying notes are an integral part of the consolidated financial statements.

F-5

Sedibelo Platinum Mines Limited

Consolidated cash flow statement
for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

​	Note(s)		2021 USD’000		2020 USD’000		2019 USD’000
Cash flows from operating activities	​	​	​	​	​	​	​	​
Profit before income tax	​	​	​	51,773	​	96,303	​	(29,404)
Adjusted for:	​	​	​	​	​	​	​	​
Depreciation of property, plant and equipment	​	6	​	8,386	​	13,188	​	38,003
Amortisation of intangible assets	​	5	​	470	​	461	​	733
Revolving commodity facility fair value adjustment	​	16	​	(73)	​	211	​	3,394
Profit on disposal of asset	​	​	​	(16)	​	(45)	​	—
Share of loss of investments accounted for using the equity method	​	24.3	​	786	​	1,130	​	1,512
Profit on assets scrapped	​	​	​	(1)	​	2	​	—
Share-based payments	​	12	​	1,877	​	—	​	—
Loan payable forgiven	​	​	​	—	​	—	​	(100)
Loss on disposal of mining assets	​	4	​	3,141	​	—	​	—
Mining costs write off	​	​	​	—	​	—	​	278
Unrealised foreign exchange gain	​	​	​	(4,640)	​	(1,995)	​	—
Finance income	​	​	​	(5,532)	​	(3,992)	​	(6,704)
Finance cost	​	​	​	4,146	​	7,103	​	9,126
Cash flow from operations before working capital changes	​	​	​	60,317	​	112,366	​	16,838
Decrease/(Increase) in trade and other receivables	​	​	​	49,540	​	(61,350)	​	(13,780)
Increase in trade and other payables	​	​	​	5,660	​	1,593	​	6,283
Decrease/(Increase) in inventories	​	​	​	663	​	(2,173)	​	(1,677)
Cash generated from operations	​	​	​	116,180	​	50,436	​	7,664
Interest paid	​	​	​	(604)	​	(363)	​	(1,904)
Interest received	​	​	​	4,531	​	2,725	​	3,181
Net cash generated in operating activities	​	​	​	120,107	​	52,798	​	8,941
Cash flows from investing activities	​	​	​	​	​	​	​	​
Purchase of property, plant and equipment	​	6	​	(14,055)	​	(5,916)	​	(5,418)
Disposal of property, plant and equipment	​	6	​	30	​	39	​	—
Purchases of mining assets	​	4	​	(874)	​	(1,708)	​	(3,509)
Disposal of mining assets	​	4	​	7	​	—	​	—
Additions to intangible assets	​	5	​	(185)	​	(479)	​	(403)
Funds (invested in) / released from restricted cash	​	​	​	(1,212)	​	(1,461)	​	4,415
Loans granted to related party	​	24.4	​	(4,556)	​	(2,710)	​	(498)
Loans granted to external parties	​	​	​	(645)	​	—	​	—
Loans repaid by external parties	​	​	​	1,408	​	1,240	​	839
Net cash utilised in investing activities	​	​	​	(20,082)	​	(10,995)	​	(4,574)
Cash flows from financing activities	​	​	​	​	​	​	​	​
Interest paid on the IDC loan	​	14.3	​	(1,944)	​	(5,975)	​	—
Capital repayment on the IDC loan	​	14.3	​	(37,158)	​	(5,296)	​	—
Proceeds from revolving commodity facility	​	16	​	114,344	​	69,228	​	101,007
Repayment of revolving commodity facility	​	16	​	(85,523)	​	(81,890)	​	(101,481)
Net cash utilised in financing activities	​	​	​	(10,281)	​	(23,933)	​	(474)
Net increase in cash and cash equivalents	​	​	​	89,744	​	17,870	​	3,893
Cash and cash equivalents at beginning of the year	​	8.2	​	62,986	​	43,393	​	38,093
Exchange gain on cash and cash equivalents	​	​	​	(12,135)	​	1,723	​	1,408
Cash and cash equivalents at end of the year	​	8.2	​	140,595	​	62,986	​	43,393

The accompanying notes are an integral part of the consolidated financial statements.

F-6

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

1. Basis of preparation

The financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (“IFRS”), International Financial Reporting Standards Interpretations Committee (“IFRIC”) interpretations and with the requirements of The Companies (Guernsey) Law, 2008 applicable to companies reporting under IFRS.

The financial information has been prepared under the historical cost basis, as modified by the revaluation of financial assets and financial liabilities at fair value.

The financial information is presented in US dollars (“USD”) and all monetary results are rounded to the nearest thousand (USD’000) except when otherwise indicated.

There are no changes in these accounting policies for the year ended December 31, 2021, except as disclosed in Note 3 below “Changes in accounting policy”.

The Group has elected to take the exemption under The Companies (Guernsey) Law, 2008 not to present the parent Group statement of comprehensive income, statement of financial position, statement of changes in equity or cash flow statement.

Going concern

These financial statements have been prepared in accordance with IFRS and IFRIC interpretations as issued by the International Accounting Standards Board (“IASB”) applicable to a going concern.

The Group operates in a cyclical industry where levels of cash flow have historically been materially influenced by market prices for commodities and exchange rates; accordingly, when considering going concern, Management consider key assumptions, such as exposure to the South African Rand ZAR: USD exchange rate and Platinum Group Metal (“PGM”) prices, in their cash flow forecasts. Continuance as a going concern is dependent upon the Group’s ability to achieve profitable operations, obtain adequate equity or debt funding, or, alternatively, dispose of its non-core properties on an advantageous basis.

The Group had its fourth year of positive cash generated from operations since PPM commenced production. The Group has cash and cash equivalents of USD140.595 million, working capital of USD172.470 million, and an accumulated loss of USD831 million as at December 31, 2021. The Group made a net profit of USD33.172 million for the year ended December 31, 2021.

Management has analysed the Group’s cash flow forecast with a view to assessing whether the financial statements should be prepared on a going concern basis. This cash flow forecast reflects the continued exposure to the ZAR: USD exchange rate and PGM prices as well as the operational achievements and cost containment initiatives that Management have implemented to help manage the volatility of the exchange rate and prices on cash flows. The significant improvement in the ZAR PGM basket price improved the Group’s cash position and its cash generative ability. Based on current assumptions there is no reason for Management to believe that the Group cannot repay debt, expenses and/or obligations in accordance with the current terms of the relevant agreements.

Operational risks that Management considered during the assessment included operating cash flows and short term PGM prices and ZAR: USD exchange rates. Capital expenditure (sustaining and growth) was included in line with Management’s current plans.

Based on the current cash flow projections for the Group, at the time of approving the financial statements, Management has a reasonable expectation that the Group will have adequate resources to continue in operational existence for the next twelve months from the date of approval of the financial

F-7

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

1. Basis of preparation (continued)

statements and therefore the annual financial statements continue to be prepared on a going concern basis, which assumes the realisation of assets and discharge of liabilities in the normal course of business within the foreseeable future.

The Group therefore continues to adopt the going concern basis in preparing the consolidated financial information.

2. Accounting policies

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. Where an accounting policy is specific to a note, the policy is described in the note which it relates to. These policies have been consistently applied to all the years presented, as amended to reflect the adoption of new standards, amendments, and interpretations which became effective in the year (see Note 3).

a)

Critical accounting estimates and judgements

The preparation of financial statements requires judgments, estimates, and assumptions from management that affect the application of accounting policies and reported amounts of assets, liabilities, revenue, and expenses. Actual results may diverge from these estimates and management’s estimates and assumptions are reviewed continuously. Revisions to accounting estimates are recognized on a prospective basis in the year in which the estimates are revised and in any future years affected.

The primary areas in which estimates and judgements are applied are included below and disclosed as part of the notes to the financial statements.

Judgements

Joint arrangements

The Group has applied IFRS 11 — Joint Arrangements to all joint arrangements. Under IFRS 11, investments in joint arrangements are classified as either joint operations or joint ventures, depending on the contractual rights and obligations of each investor. The economic substance of the arrangement arising from the contractual terms agreed between the parties and other facts and circumstances plays a key role in determining the classification of a joint arrangement.

Kelltech Limited (“Kelltech) is the Group’s primary joint arrangement, for which management has applied judgment in determining it should be accounted for as a joint venture under IFRS 11. Kelltech holds exclusive rights to use and sub-license certain technology for the processing of PGMs within the South African Development Community Region. The other 50% interest in Kelltech is held by Lifezone Limited, the developer and exclusive owner of the technology. Under the joint arrangement, any plant that is developed using the technology will be used by the Group to process its concentrate (which it has committed to provide) as well as the concentrate from other third-party mining operations. Kelltech’s current activities are in the research and development phase relating to the use of this technology including the design and commissioning of an integrated processing plant. The Group advanced a loan to Kelltech to fund feasibility studies, test work and other development costs. The joint arrangement with Kelltech is structured through a separate vehicle, and the right to use the technology belongs to Kelltech. The creditors of Kelltech would not have recourse to the joint venture parties. Joint ventures are accounted for using the equity method.

F-8

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

2. Accounting policies (continued)

Estimates

Impairment of non-current assets

Management uses the guidance in IAS 36 — Impairment of assets when assessing whether indicators for impairment exist for mining assets, intangible assets, and property, plant and equipment. Management applies judgment in considering whether there is an impairment indicator by taking into consideration the following: operating results for operations, the availability of capital funds for maintenance, the volatility in the ZAR: USD exchange rate and the changes in metal price forecasts.

Management estimates and uses certain key assumptions in calculating the recoverable amount using the fair value less cost of disposal method. This model relies on discounted cash flows, which uses key assumptions comprising both current and future PGM prices, ZAR:USD exchange rates, forecasted costs, and weighted average cost of capital (“WACC”) as the applied discount rate which is based on ZAR:USD exchange rates, and inflation, which is based on the most recent information available in the market. On a periodic basis management updates life of mine (“LoM”) plans to consider ways to optimize the value of projects over their lives which can impact the key assumptions noted above. Management performed sensitivity analyses, although there were no indicators of impairment, and concluded that there is no impairment.

Deferred tax assets

Management uses the guidance in IAS 12 — Income Taxes when assessing whether a deferred tax asset shall be recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized. Management estimates future taxable income using assumptions such as production volume, PGM prices, ZAR: USD exchange rates, and inflation are based on the most recent information available from technical work undertaken and in the market. In fiscal years 2020 and 2021 management estimated that it is probable that foreseeable taxable profits will be available to be utilized against the temporary differences and henceforth, has recognized the full amount of its deferred tax assets.

b)

Principles of consolidation

The consolidated financial statements are prepared by combining the financial statements of all the entities that comprise the consolidated entity, being the Company (the parent entity) and its subsidiaries as defined in IFRS 10 “Consolidated Financial Statements”. Consistent accounting policies are employed in the preparation and presentation of the consolidated financial statements.

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity where the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss, statement of comprehensive income, statement of changes in equity and balance sheet respectively.

F-9

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

2. Accounting policies (continued)

c)

Functional and presentation currency

Items included in the financial statements of each of the Group’s subsidiaries are measured using the currency of the primary economic environment in which the subsidiary operates (“functional currency”). The Group’s main operating subsidiaries’ functional currency is the South African Rand. The consolidated financial statements are presented in United States Dollars which is the Group’s presentation currency. All financial information presented has been rounded to the nearest thousand.

Translation of transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies, are generally recognised in profit or loss, except for the foreign exchange gain / loss on specific intercompany loan(s) which are recognised in other comprehensive income.

Group companies

The results and financial position of all the Group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

•

assets and liabilities for each statement of financial position presented are translated at the closing rate at the reporting date;

•

income and expenses for each statement of income and comprehensive income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions);

•

equity transactions are translated using the exchange rate at the date of the transaction; and

•

all resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation from the functional currency to the presentation currency are recognised in other comprehensive income.

3. Changes in accounting policy and disclosures

New and amended standards adopted by the Group

The Group has applied the following standard and amendment for the first time for their annual reporting period commencing January 1, 2021:

•

Interest Rate Benchmark Reform — Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16.

The amendment listed above did not have any impact on the amounts recognised in the current period and are not expected to significantly affect future periods.

Accounting standards, interpretations and amendments not effective and not selected for early adoption

•

Amendments to IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’

F-10

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

3. Changes in accounting policy and disclosures (continued)

The amendments provide guidance on the to distinguish between accounting policies and accounting estimates. The amendments are effective for annual periods beginning on or after January 1, 2023 and are not expected to significantly impact the Group.

•

IFRS 1 ‘Presentation of Financial Statements’

The amendments provide guidance in deciding which accounting policies to disclose in their financial statements. The amendments are effective for annual periods beginning on or after January 1, 2023 and are not expected to significantly impact the Group.

•

IAS 12 ‘Income Taxes’

The amendments address potential issues of inconsistency and interpretation by users in respect of the initial recognition exemption. The amendments are effective for annual periods beginning on or after January 1, 2023 and are not expected to significantly impact the Group.

•

IAS 1 ‘Presentation of Financial Statements’ on Classification of Liabilities as Current or Non-current’

The amendment clarifies that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification is unaffected by expectations of the entity or events after the reporting date (for example, the receipt of a waiver or a breach of covenant).

4. Mining assets

Accounting Policy

Exploration and evaluation costs, including the cost of acquiring licences, are capitalised as intangible exploration and evaluation assets on a project-by-project basis pending determination of the technical feasibility and the commercial viability of the project. The capitalised costs are presented as intangible exploration and evaluation assets. Capitalised costs include costs directly related to exploration and evaluation activities in the area of interest. General and administrative costs are only allocated to the asset to the extent that those costs can be directly related to operational activities in the relevant area of interest. As the assets are not available for use, it is not depreciated.

When a licence is relinquished or a project is abandoned, the related costs are recognised in profit or loss immediately. Exploration and evaluation assets are assessed for impairment annually or if (i) sufficient data does not exist to determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount does not exceed the recoverable amount.

The technical feasibility and commercial viability of extracting a mineral resource is considered to be determinable when proven reserves are determined to exist, the rights of tenure are current and it is considered probable that the costs will be recouped through successful development and exploitation of the area, or alternatively by sale of the property.

Upon determination of proven reserves, exploration and evaluation assets attributable to those reserves are first tested for impairment and then reclassified from exploration and evaluation assets to the plant construction and mine development category within property, plant and equipment. Expenditure deemed to be unsuccessful is recognised in profit or loss immediately. Based on the nature of mineral properties and rights, subsequent reclassification to plant construction and mine won’t take place.

F-11

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

4. Mining assets (continued)

On the acquisition of a subsidiary, the acquisition method of accounting is used. Whereby the assets, liabilities and contingent liabilities acquired are measured initially at their fair values at the acquisition date. The mineral properties and rights are assessed for impairment annually (Note 27). Mineral properties and rights are subsequently measured at cost less accumulated impairment losses.

​	2021 USD’000		2020 USD’000		2019 USD’000
Exploration and evaluation assets	​	17,589	​	21,071	​	19,781
Mineral properties and rights(a)	​	691,313	​	752,204	​	778,614
Balance at the end of the year	​	708,902	​	773,275	​	798,395

Reconciliation of mining assets:

​	Exploration & evaluation assets USD’000		Mineral properties & rights(a) USD’000		TOTAL USD’000
Balance at January 1, 2019	​	16,136	​	761,946	​	778,082
Write offs	​	(278)	​	—	​	(278)
Additions	​	3,509	​	—	​	3,509
Foreign exchange variance	​	414	​	16,668	​	17,082
Balance at December 31, 2019	​	19,781	​	778,614	​	798,395
Additions	​	1,708	​	—	​	1,708
Foreign exchange variance	​	(418)	​	(26,410)	​	(26,828)
Balance at December 31, 2020	​	21,071	​	752,204	​	773,275
Additions	​	874	​	—	​	874
Disposals(b)	​	(2,786)	​	—	​	(2,786)
Foreign exchange variance	​	(1,570)	​	(60,891)	​	(62,461)
Balance at December 31, 2021(c)	​	17,589	​	691,313	​	708,902

a)

On November 29, 2012, the Group acquired the rights to explore, develop and mine the Sedibelo- and Magazynskraal properties, through the acquisition of its subsidiaries, Richtrau Proprietary Limited and Itereleng Bakgatla Mineral Resources Proprietary Limited. Prior to this date the Group also acquired Platmin South Africa Proprietary Limited (“Platmin SA”), resulting in the acquisition of various mining and prospecting rights in the Western- and Eastern Limb. The carrying value of mineral properties and rights of USD691,313 million reflected in the table above represents these acquired rights in the disclosed regions.

b)

Exploration data relating to Grootboom, an Eastern Limb exploration project was sold to a third party.

c)

Long term borrowings were secured on Mineral properties and rights to the value of ZAR200 million (USD13 million) until June 1, 2021, when the loan was settled in full. Refer to note 14.1.

F-12

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

4. Mining assets (continued)

The assumptions used to assess the exploration and evaluation assets for impairment were as follow:

Assumption	2021		2020		2019
LOM (years)	​	7.5	​	10	​	10
4E basket price in USD	​	2,393	​	2,031	​	1,300
WACC %	​	8.30%	​	9.13%	​	9.72%

5. Intangible assets

Accounting Policy

Intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and impairment losses. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Amortisation is charged to profit and loss on a straight-line basis over the estimated useful lives of the intangible assets.

Asset category	Useful life (years)
Computer software	5
ERP Software	5
Research and development	Indefinite
Water pipeline	Life of mine

The water pipeline is amortised over the current estimated life of the mine (“LoM”).

Research and development

Costs for self-initiated research and development activities are assessed to determine if they qualify for recognition as internally generated intangible assets. These activities relate to research performed to develop technology to improve efficiencies in PGM production. Apart from complying with the general requirements for and initial measurements of an intangible asset, qualification criteria are met only when technical as well as commercial feasibility can be demonstrated, and cost can be measured reliably. It must also be probable that the intangible asset will generate future economic benefits and that it is clearly identifiable and capable of allocation to a specific product.

Further to meeting these criteria, only such costs that relate solely to the development phase of a self-initiated project are capitalised. Any costs that are classified as part of the research phase of a self-initiated project are expensed as incurred. If the research phase cannot be clearly distinguished from the development phase, the respective project related costs are treated as if they were incurred in the research phase only.

The assets have an indefinite useful life as there is no foreseeable limit as to which the assets are expected to generate cash inflows for the Group. The assets useful lives are assessed annually. The assets are assessed for impairment on an annual basis at each balance sheet date.

F-13

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

5. Intangible assets (continued)

​	2021 USD’000		2020 USD’000		2019 USD’000
CARRYING VALUE	​	​	​	​	​	​
Water pipeline	​	21,180	​	23,435	​	24,593
ERP software	​	8	​	6	​	11
Computer software	​	677	​	683	​	369
Research and development	​	8,675	​	9,440	​	9,767
Balance at the end of the year	​	30,540	​	33,564	​	34,740

Reconciliation of intangible assets:

​

Water pipeline USD’000

ERP Software USD’000

Computer software USD’000

Research and development USD’000

Power and water rights USD’000

TOTAL USD’000

COST

​

​

​

​

​

​

​

​

​

​

​

​

Balance at January 1, 2019

​

28,059

​

121

​

1,487

​

9,565

​

18,560

​

57,792

Additions during the year

​

126

​

—

​

277

​

—

​

—

​

403

Foreign exchange variance

​

616

​

3

​

38

​

202

​

—

​

859

Balance at December 31, 2019

​

28,801

​

124

​

1,802

​

9,767

​

18,560

​

59,054

Additions during the year

​

67

​

—

​

408

​

4

​

—

​

479

Assets scrapped

​

—

​

—

​

(98)

​

—

​

—

​

(98)

Foreign exchange variance

​

(969)

​

(4)

​

(9)

​

(331)

​

—

​

(1,313)

Balance at December 31, 2020

​

27,899

​

120

​

2,103

​

9,440

​

18,560

​

58,122

Additions during the year

​

15

​

2

​

168

​

—

​

—

​

185

Foreign exchange variance

​

(2,260)

​

(12)

​

(191)

​

(765)

​

—

​

(3,228)

Balance at December 31, 2021

​

25,654

​

110

​

2,080

​

8,675

​

18,560

​

55,079

ACCUMULATED AMORTISATION

​

​

​

​

​

​

​

​

​

​

​

​

Balance at January 1, 2019

​

​

​

3,712

​

90

​

1,096

​

—

​

18,560

Amortisation for the year

​

​

​

405

​

21

​

307

​

—

​

—

Foreign exchange variance

​

​

​

91

​

2

​

30

​

—

​

—

Balance at December 31, 2019

​

4,208

​

113

​

1,433

​

—

​

18,560

​

24,314

Amortisation for the year

​

341

​

4

​

116

​

—

​

—

​

461

Assets scrapped

​

—

​

—

​

(98)

​

—

​

—

​

(98)

Foreign exchange variance

​

(85)

​

(3)

​

(31)

​

—

​

—

​

(119)

Balance at December 31, 2020

​

4,464

​

114

​

1,420

​

—

​

18,560

​

24,558

Amortisation for the year

​

370

​

—

​

100

​

—

​

—

​

470

Foreign exchange variance

​

(360)

​

(12)

​

(117)

​

—

​

—

​

(489)

Balance at December 31, 2021

​

4,474

​

102

​

1,403

​

—

​

18,560

​

24,539

CARRYING AMOUNTS

​

​

​

​

​

​

​

​

​

​

​

​

Balance at January 1, 2019

​

24,347

​

31

​

391

​

9,565

​

—

​

34,334

Balance at December 31, 2019

​

24,593

​

11

​

369

​

9,767

​

—

​

34,740

Balance at December 31, 2020

​

23,435

​

6

​

683

​

9,440

​

—

​

33,564

Balance at December 31, 2021

​

21,180

​

8

​

677

​

8,675

​

—

​

30,540

F-14

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

6. Property, plant and equipment

Critical accounting estimates and judgements

Mineral Reserves and Mineral Resources

The estimation of Mineral Reserves impacts the depreciation of certain categories of property, plant and equipment (deferred stripping costs, decommissioning assets, and producing mines), the recoverable amount of mining assets and property, plant and equipment and the timing of rehabilitation expenditure. The Mineral Reserves and Mineral Resources statement is prepared by an independent expert that complies with the South African Code for Reporting of Exploration Results, Mineral Resources and Mineral Reserves (SAMREC Code, 2016 Edition).

Factors impacting the determination of proved mineral reserves and probable mineral reserves are:

•

variance in the grade of mineral reserves (i.e. differences between actual grades mined and grades modelled);

•

differences between actual commodity prices and commodity price assumptions;

•

unforeseen operational issues at mine sites; and

•

changes in capital, operating, mining, processing and reclamation costs, discount rates and foreign exchange rates.

Expectations regarding future profitability would impact the decision to continue mining and consequently, the continued classification as proved and probable mineral reserves. These key estimates and judgments impact the Group’s determination of its proved and probable mineral reserves, and are reassessed and adjusted accordingly.

Carrying value of property, plant and equipment

Management has elected to depreciate deferred stripping, decommissioning assets, and producing mines using the ore tonnes mined as the units of production (“UOP”) methodology and plant and equipment using the ore tonnes processed UOP methodology. Mobile and other equipment are depreciated over the shorter of the estimated useful life of the asset or the estimate of LoM based on proved- and probable mineral reserves.

The calculation of the UOP rate of depreciation could be impacted to the extent that actual production in the future is different from current forecast production based on proved- and probable mineral reserves. This would generally result from the extent that there are significant changes in any of the factors or assumptions used in estimating mineral reserves. Management uses judgment in revisions of the LoM of its operations by evaluating reputable forecasts of PGM market prices, the ZAR:USD exchange rate and in turn consults specialist consultants to assist with future mine planning which may impact the carrying value or rate of depreciation and amortization of property, plant and equipment.

Changes in proved- and probable mineral reserves will impact the useful lives of the assets depreciated on the UOP method. For purposes of calculating depreciation, the following LoM applies: West Pit 6.5 years (2020: 8 years) and East Pit 7.5 years (2020: 10 years). Any changes in the LoM are accounted for prospectively as a change in estimate.

The Group reviews and tests the carrying value of long-lived assets annually or when events or changes in circumstances suggest that the carrying amount may not be recoverable by comparing the recoverable amounts to these carrying values.

F-15

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

6. Property, plant and equipment (continued)

Accounting Policy

Plant construction and mine development, producing mines, stripping asset, and decommissioning asset

Upon transfer of ‘Exploration and evaluation costs’ into ‘Mine development’, all subsequent expenditure on the construction, installation or completion of infrastructure facilities is capitalised within ‘Mine development’. After production starts, all assets included in ‘Mine development’ are transferred to ‘Producing mines’. When further development expenditure is incurred after the commencement of production, such expenditure is capitalised to ‘Producing mines’ when it is probable that additional future economic benefits associated with the expenditure will flow to the entity. Otherwise, such expenditure is classified as a ‘Cost of production’ in profit or loss.

Depreciation is calculated on a units-of-production method (ore tonnes mined basis) for ‘Producing mines’, ‘Pre-stripping asset’, ‘Deferred stripping asset’ and ‘Decommissioning asset’. The units of production basis results in a depreciation charge proportional to the depletion of proven and probable reserves.

Stripping costs

Stripping costs comprise the removal of overburden and other waste products from a mine.

Pre-production stripping

Stripping costs incurred in the development of a mine or a separate identifiable ore-body before production commences are capitalised as part of the cost of constructing the mine and subsequently amortised over the LoM on a units of production basis.

Deferred — production stripping

Stripping costs incurred during the production stage of a mine are deferred when this is considered the most appropriate basis for matching the costs against the relevant economic benefits. The amount deferred is based on the waste-to-ore ratio (called a ‘stripping ratio’) which is calculated by dividing the bank cubic meters (“BCM’s”) of waste mined by the BCM’s of ore mined.

Stripping costs incurred in a period are deferred to the extent that the current period ratio exceeds the expected LoM ratio. Such deferred costs are then charged to profit or loss to the extent that, in subsequent periods, the current ratio falls below the LoM ratio. The LoM stripping ratio is calculated based on proven and probable reserves. Any changes to the LoM ratio are accounted for prospectively. The Group takes the view that if there is any uncertainty regarding the stripping ratio for the LoM the stripping cost will be charged to profit or loss until such time as there is certainty.

Where a mine operates more than one open pit and these are regarded as separate operations for the purpose of mine planning, stripping costs are accounted for separately by reference to the ore from each separate pit. The deferred stripping cost capitalised to property, plant and equipment forms part of the total investment in the relevant cash generating units, which are reviewed for impairment if events or changes of circumstance indicate that the carrying value may not be recoverable.

Property, plant and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can

F-16

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

6. Property, plant and equipment (continued)

be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance costs are charged to profit or loss during the year in which they are incurred.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within ‘Other (expense) / income’ in profit or loss.

Depreciation is calculated on a straight-line basis for all other assets to write off the cost of the assets to their residual values over their estimated useful lives. Depreciation commences when the asset is available for use. The depreciation rates applicable to each relevant category of property, plant and equipment are as follows:

Asset category	Useful life
Producing mines	Units of production (ore tonnes mined)
Pre-stripping costs	Units of production (ore tonnes mined)
Plant construction and mine development	Units of production (ore tonnes mined)
Deferred stripping costs	Units of production (ore tonnes mined)
Decommissioning assets	Units of production (ore tonnes mined)
Right-of-use assets	2 – 5 years
Plant and equipment	Units of production (ore tonnes processed)
Buildings	20 years
Land	Indefinite
Other	​
• Computer equipment	3 years
• Office equipment	6 years
• Furniture and fittings	6 years
• Motor vehicles	5 years
• Other equipment	5 years

Where parts (components) of an item of property, plant and equipment have different useful lives or for which different depreciation rates are appropriate, they are accounted for as separate items of property, plant and equipment. Estimates of residual values and useful lives of all assets are assessed annually.

The Group measures the estimated residual value of an item of property, plant and equipment as the amount the Group estimates it would receive currently from the asset if the asset were already of the age and in the condition expected at the end of its useful life. These are reviewed and adjusted if appropriate, at each balance sheet date.

F-17

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

6. Property, plant and equipment (continued)

Refer below for a reconciliation of property, plant and equipment cost:

​	Producing Mines USD’000		Plant construction and mine development USD’000		Pre- stripping assets USD’000		Deferred stripping assets USD’000		Decom- missioning assets USD’000		Leased assets(a) USD’000		Plant and equipment(b) USD’000		Land and buildings USD’000		Other USD’000		TOTAL USD’000
COST	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at January 1, 2019	​	6,262	​	10,141	​	118,187	​	51,066	​	14,468	​	4,616	​	160,504	​	3,281	​	6,185	​	374,710
Additions	​	—	​	1,391	​	—	​	—	​	—	​	—	​	3,315	​	5	​	707	​	5,418
Right-of-use asset recognised on adoption of IFRS 16(a)	​	—	​	—	​	—	​	—	​	—	​	293	​	—	​	—	​	—	​	293
Disposals	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—
Foreign exchange variance	​	137	​	256	​	2,586	​	1,117	​	317	​	108	​	3,580	​	71	​	156	​	8,328
Balance at December 31, 2019	​	6,399	​	11,788	​	120,773	​	52,183	​	14,785	​	5,017	​	167,399	​	3,357	​	7,048	​	388,749
Additions	​	—	​	1,390	​	—	​	—	​	61	​	227	​	3,575	​	163	​	500	​	5,916
Disposals	​	—	​	—	​	—	​	—	​	—	​	(289)	​	—	​	—	​	(471)	​	(760)
Change in estimate	​	—	​	—	​	—	​	—	​	(6,418)	​	—	​	—	​	—	​	—	​	(6,418)
Foreign exchange variance	​	(217)	​	(235)	​	(4,097)	​	(1,770)	​	(626)	​	(162)	​	(5,314)	​	(94)	​	(151)	​	(12,666)
Balance at December 31, 2020	​	6,182	​	12,943	​	116,676	​	50,413	​	7,802	​	4,793	​	165,660	​	3,426	​	6,926	​	374,821
Additions	​	—	​	6,797	​	—	​	—	​	—	​	—	​	5,737	​	645	​	876	​	14,055
Change in estimate	​	—	​	—	​	—	​	—	​	1,868	​	—	​	—	​	—	​	40	​	1,908
Reclassifications	​	—	​	2,007	​	—	​	—	​	—	​	(148)	​	(2,007)	​	—	​	148	​	—
Disposals/write offs	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	(188)	​	(188)
Foreign exchange variance	​	(500)	​	(1,573)	​	(9,445)	​	(4,081)	​	(630)	​	(361)	​	(13,402)	​	(309)	​	(697)	​	(30,998)
Balance at December 31, 2021	​	5,682	​	20,174	​	107,231	​	46,332	​	9,040	​	4,284	​	155,988	​	3,762	​	7,105	​	359,598
ACCUMULATED DEPRECIATION	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at January 1, 2019	​	4,195	​	—	​	81,656	​	34,681	​	7,581	​	3,180	​	96,742	​	628	​	4,847	​	233,510
Depreciation for the year	​	1,016	​	—	​	12,202	​	5,454	​	648	​	171	​	17,746	​	120	​	646	​	38,003
Disposals	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—
Foreign exchange variance	​	119	​	—	​	2,110	​	903	​	183	​	73	​	2,619	​	15	​	121	​	6,143
Balance at December 31, 2019	​	5,330	​	—	​	95,968	​	41,038	​	8,412	​	3,424	​	117,107	​	763	​	5,614	​	277,656
Depreciation for the year	​	351	​	—	​	4,173	​	1,912	​	224	​	163	​	6,317	​	125	​	485	​	13,750
Change in estimate	​	—	​	—	​	—	​	—	​	(562)	​	—	​	—	​	—	​	—	​	(562)
Disposals	​	—	​	—	​	—	​	—	​	—	​	(247)	​	—	​	—	​	(464)	​	(711)
Foreign exchange variance	​	(141)	​	—	​	(2,718)	​	(1,166)	​	(272)	​	(103)	​	(3,260)	​	(13)	​	(137)	​	(7,810)
Balance at December 31, 2020	​	5,540	​	—	​	97,423	​	41,784	​	7,802	​	3,237	​	120,164	​	875	​	5,498	​	282,323
Depreciation for the year	​	133	​	—	​	1,593	​	701	​	132	​	134	​	4,977	​	136	​	586	​	8,392
Change in estimate	​	—	​	—	​	—	​	—	​	(6)	​	—	​	—	​	—	​	—	​	(6)
Reclassifications	​	—	​	—	​	—	​	—	​	—	​	(12)	​	—	​	—	​	12	​	—
Disposals/write offs	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	(173)	​	(173)
Foreign exchange variance	​	(459)	​	—	​	(8,003)	​	(3,434)	​	(635)	​	(264)	​	(10,182)	​	(82)	​	(504)	​	(23,563)
Balance at December 31, 2021	​	5,214	​	—	​	91,013	​	39,051	​	7,293	​	3,095	​	114,959	​	929	​	5,419	​	266,973
CARRYING AMOUNTS	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at January 1, 2019	​	2,067	​	10,141	​	36,531	​	16,385	​	6,887	​	1,436	​	63,762	​	2,653	​	1,338	​	141,200
Balance at December 31, 2019	​	1,069	​	11,788	​	24,805	​	11,145	​	6,373	​	1,593	​	50,292	​	2,594	​	1,434	​	111,093
Balance at December 31, 2020	​	642	​	12,943	​	19,253	​	8,629	​	—	​	1,556	​	45,496	​	2,551	​	1,428	​	92,498
Balance at December 31, 2021	​	468	​	20,174	​	16,218	​	7,281	​	1,747	​	1,189	​	41,029	​	2,833	​	1,686	​	92,625

(a)

Eskom finalised the substation project cost for the Sedibelo mining area during Q1 of 2018.

(b)

Processing plant and tailings dam is included in Plant and equipment at a carrying amount of
USD16 million.

F-18

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

6. Property, plant and equipment (continued)

Long term borrowings were secured on Plant and equipment to the value of ZAR600 million (USD38 million) and on all moveable assets to the value of ZAR100 million (USD6 million).

Refer to note 14.1.

7. Loans receivables

Accounting Policy

Loans receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less expected credit losses recognised.

Expected credit loss (“ECL”)

ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

​	2021 USD’000		2020 USD’000		2019 USD’000
Non-current assets	​	​	​	​	​	​
Kelltech Limited(a)	​	11,793	​	9,926	​	9,031
Kellplant Proprietary Limited(b)	​	2,621	​	—	​	—
Magalies Water(c)	​	4,649	​	6,580	​	7,885
Current assets	​	​	​	​	​	​
Phakamani Impact Capital (Pty) Ltd (“Phakamani”)(d)	​	637	​	—	​	—
Balance at the end of the year	​	19,700	​	16,506	​	16,916

(a)

The loan bears interest at 3 Month USD Libor rate + 3%. The loan is to be repaid from the proceeds generated by the Kell beneficiation plant through royalty payments. No alternative rate has been negotiated to substitute the Libor rate on Interbank offered rates (“IBOR”) reform. The Group concluded that a rate similar to the Libor rate will be applied. Management did an assessment on the current Libor rate and concluded that changes in the interest rate won’t have a material impact and will not result in additional liquidity- or interest rate risks.

(b)

The loan bears interest at South African prime overdraft rate plus 3.5%. The loan is to be repaid from the proceeds received from Debt- and Equity funding to Kellplant Proprietary Limited;

(c)

The loan is interest free, (2020: the loan bore interest at the prime borrowing rate up to June 30, 2020, when the interest rate changed to 0%), has variable terms of repayment calculated by amortising the loan based on the monthly units of water consumed; and

(d)

The loan was granted as part of a loan scheme to qualifying Small, Medium and Micro Enterprises (“SMMEs”). The loan is interest free and will be repaid upon settlement of the loans granted by Phakamani to third parties. This loan will resolve as new loans are granted and again repaid.

F-19

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

7. Loans receivables (continued)

An evaluation was performed of the expected credit loss based on the loans receivable as at December 31, 2021. Management assessed the loan to Kelltech Limited and Kellplant Proprietary Limited and concluded that the loans will be recovered in full; the loan to Kelltech Limited once the Kell beneficiation plant is commissioned and anticipated profits to repay these loans and the Kellplant Proprietary Limited loan from Debt- and Equity funding which is imminent.

Management further assessed the loan to Phakamani and concluded that the loan will be recovered in full since there have been no default events or an increase in the credit risk since initial recognition. The loan will be settled in full in the 2022 financial year if the loan agreement is not renewed.

8. Cash and cash equivalents, restricted cash investments and guarantees

Accounting Policy

Cash & Cash Equivalents

Cash comprises cash on hand and on demand deposits. Cash equivalents are short term, liquid investments that are readily convertible to known amounts of cash and which are subject to a low risk of changes in value.

Restricted cash

Restricted cash investments and guarantees include cash and long-term deposits with an original maturity of more than twelve months or that are encumbered by guarantees for the purposes of mine rehabilitation and electricity supply. They are classified as restricted, due to these cash balances not being immediately available.

8.1 Restricted cash investments and guarantees

Cash investments were made relating to certain guarantees required by the Republic of South Africa’s Department of Mineral Resources and Energy (“DMRE”) and ESKOM Holdings Limited (“ESKOM”), the South African state utility supplier, of which the details are as follows:

​	2021 USD’000		2020 USD’000		2019 USD’000
Balance at the end of the year	​	18,432	​	18,090	​	15,885

The DMRE requires rehabilitation guarantees for all prospecting and mining rights. These rehabilitation guarantees primarily relate to the mining rights for the PPM and Mphahlele Projects. These guarantees have been provided to the DMRE on two separate bases:

•

On an insurance basis with a portion of the total guarantee being paid over in a separate bank account controlled by the Group and ceded in favour of the insurance company and the remaining portion paid in premiums over the expected LoM; and

•

on a cash backed basis.

Eskom requires a guarantee to be furnished as security for the payment due on the electricity account.

As at December 31, 2021, the Group had USD31 million (2020: USD26 million and 2019: USD27 million) in guarantees (Note 28.1) to the DMRE and USD6 million (2020: USD6 million and 2019: USD6 million) to ESKOM, of which USD18 million (2020: USD18 million and 2019: USD16 million) is funded.

F-20

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

8. Cash and cash equivalents, restricted cash investments and guarantees (continued)

8.2 Cash and cash equivalents

​	2021 USD’000		2020 USD’000		2019 USD’00
Balance at the end of the year	​	140,595	​	62,986	​	43,393

Cash at banks predominantly earns interest at floating rates. Cash is deposited at highly reputable financial institutions within the Republic of South Africa and in the United Kingdom. The fair value of cash and cash equivalents equates to the values as disclosed in this note due to short maturity.

For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise only the cash at bank and financial institutions or asset managers and are disclosed for each year end above.

9. Inventories

Critical accounting estimates and judgements

Metal inventory is held in a wide variety of forms across the value chain reflecting the stage of refinement. Prior to production as final metal, the inventory is always contained within a carrier material. As such, inventory is typically sampled, and assays taken to determine the metal content and how this is split by metal. Measurement and sampling accuracy can vary quite significantly depending on the nature of the vessels and the state of the material. Management’s judgement is applied to determine as accurately as possible at which stage of completion work in progress inventory is at each reporting date and estimates which costs should be included for valuation at the specific stage of completion.

Accounting Policy

Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average method. The cost of work in progress, ore in circuit and stockpiles comprises direct costs and related production overheads (based on normal operating capacity). Borrowing costs are excluded from cost. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

​	2021 USD’000		2020 USD’000		2019 USD’000
Ore stockpiles	​	209	​	2,862	​	960
Work in progress	​	643	​	472	​	370
Chrome stockpiles	​	313	​	333	​	—
Consumables	​	9,043	​	8,151	​	8,388
Balance at the end of the year	​	10,208	​	11,818	​	9,718

Refer to note 22 for the inventory cost that forms part of the cost of operations. The proceeds from the sale of chrome is recognised as revenue. Although some inventory items are carried at net realisable value, this figure is not significant.

10. Trade and other receivables

Accounting Policy

Trade and other receivables, excluding trade receivables for metal sales, prepayments and value added tax, are non-derivative financial assets categorised as financial assets measured at amortised cost.

F-21

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

10. Trade and other receivables (continued)

The Group classifies its financial assets as either financial assets at amortised cost or at fair value through profit or loss (“FVTPL”) depending upon the business model for managing the financial assets and the nature of the contractual cash flow characteristics of the financial asset. Financial assets are initially recognised at fair value on the trade date, including, in the case of instruments not recorded at FVTPL, directly attributable transaction costs. Management determines the classification of its financial assets at initial recognition.

Trade Receivables measured at fair value through profit and loss

Trade Receivables subject to provisional pricing are measured at FVTPL. These financial assets relate to revenue from contracts with customers and the Group has an unconditional right to the consideration due as the performance conditions have been met. The value of the receivable fluctuates in line with PGM prices and foreign currency movements, resulting in this class of financial asset being measured at FVTPL.

Trade Receivables measured at amortised cost

Receivables that do not contain provisional pricing features are assets held to collect contractual cash flows that consist solely of payments of principal and interest on the outstanding amount. Any gain or loss arising on derecognition is presented in other income and expense and foreign exchange gains and losses presented in foreign exchange transaction losses, directly in profit or loss. These assets with maturities greater than 12 months after the reporting date are classified as non-current assets.

Initial Public Offering (IPO) costs

Qualifying transaction costs were incurred in anticipation of an issuance of equity instruments across reporting periods. Management elected to defer the costs on the balance sheet until the equity instrument is recognised. The deferred costs will be reclassified as a deduction from equity when the equity instruments are recognised.

​	2021 USD’000		2020 USD’000		2019 USD’000
Trade receivables measured at fair value(a)	​	77,783	​	132,222	​	63,121
Trade receivables measured at amortised cost(a)	​	540	​	934	​	4,536
Other receivables(b)	​	4,493	​	737	​	2,473
Balance at the end of the year	​	82,816	​	133,893	​	70,130

(a)

None of the trade receivables balances are past due.

(b)

Other receivables include tax rebates and prepayments. Included in prepayments are costs relating to the IPO. (Refer to the Accounting Policy).

11. Share capital

Accounting policy

Common shares are classified as equity. Incremental costs directly attributable to the issue of new common shares or options are shown in equity as a deduction, net of tax, from the proceeds.

F-22

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

11. Share capital (continued)

Net asset value per share and Tangible asset value per share

Net asset value per share and Tangible asset value per share have been calculated and disclosed in accordance with the Johannesburg Stock Exchange (“JSE”) Listings Requirements. Disclosure of Net asset value per share and Tangible asset value per share are not a requirement of IFRS. Net asset value per share is the value of the total assets (non-current assets plus current-assets) minus total liabilities (non-current liabilities plus current-liabilities). Net tangible asset value is the net asset value less the value of goodwill and other intangible assets.

11.1 Common shares authorised

The Company has an unlimited number of authorised common shares with no par value.

11.2 Common shares issued

​	Number of shares		Amount USD’000
Balance at December 31, 2019	​	3,095,401,663	​	2,549,583
Balance at December 31, 2020	​	3,095,401,663	​	2,549,583
Balance at December 31, 2021	​	3,095,401,663	​	2,549,583

11.3 Net asset value per share and tangible net asset value per share

​	2021 USD’000		2020 USD’000		2019 USD’000
Total equity	​	1,093,654	​	1,155,063	​	984,639
Net tangible asset value	​	354,212	​	348,225	​	151,504
Common shares issued	​	3,095,401,663	​	3,095,401,663	​	3,095,401,663
Net asset value per share (cents)	​	35.33	​	37.32	​	31.81
Tangible asset value per share (cents)	​	11.44	​	11.25	​	4.89

12. Cash-settled share-based payment obligations

Accounting policy

The Group operates a cash-settled compensation plan in which certain employees of the Group participate. The cash-settled instruments entitle the employees to a cash payment. The right must be exercised on vesting date, and will expire if not exercised on that date. The grant date fair value of the cash-settled instruments is recognised as an employee benefit expense over the vesting period based on the Group’s estimate of the number of instruments that will eventually vest, with a corresponding increase in the share-based payment obligation. At each reporting date the obligation is remeasured to the fair value of the instrument, to reflect the potential outflow of cash resources to settle the liability, with a corresponding adjustment in profit or loss. Vesting assumptions for non-market conditions are reviewed at each reporting date to ensure they reflect current expectations.

Qualifying share-based payment expenses were capitalised to the balance sheet.

The fair value of the cash-settled instruments is measured by reference to the most recently conducted Group Equity Valuation, using the income approach, based on the net present value of the free cash flows

F-23

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

12. Cash-settled share-based payment obligations (continued)

of the entity, discounted by the WACC. The fair value per unit is determined by dividing the Group equity valuation by the total number of ordinary shares in issue on the award date.

The valuation will be tested for reasonability and corroborated using the market approach for comparable companies, including price/earnings and earnings before interest, taxation, depreciation and amortization (“EBITDA”) multiple.

On March 24, 2021, the Board of directors of Sedibelo Platinum Mines approved the adoption of the Sedibelo Platinum Mines Long-term Incentive 2021 Plan with effect from July 1, 2021.

The following table summarises the movements relating to the share-based payment scheme:

​	2021 USD’000		2020 USD’000		2019 USD’000
‘	​	—	​	—	​	—
Cash-settled share-based payment recognised in the current period	​	1,954	​	—	​	​
Grant date fair value	​	1,954	​	—	​	—
Fair value movement after grant date(a)	​	—	​	—	​	—
Subtotal	​	1,954	​	—	​	—
Foreign exchange variance	​	(4)	​	—	​	—
Balance at the end of the period	​	1,950	​	—	​	—

(a)

The fair value of the liability will be revalued on December 31, 2022.

The following table summarises the cash-settled instruments issued to Key Management Personnel and directors:

​	2021 USD’000		2020 USD’000		2019 USD’000
Compensation of Directors:	​	​	​	​	​	​
Executive director	​	​	​	​	​	​
Chief Executive Officer – E Clarke	​	707	​	—	​	—
Compensation of key Management personnel:	​	​	​	​	​	​
Chief Operating Officer – C Badenhorst	​	483	​	—	​	—
Chief Financial Officer – E Maritz	​	307	​	—	​	—
Chief ESG Officer – L Bethlehem (Appointed Dec 1, 2021)	​	233	​	—	​	—
Executive Corporate Affairs and Human Capital – C Phephenyane	​	264	​	—	​	—

12.1 Forfeitable units (“Bonus Units”) — as part of the short-term incentive scheme

The Remuneration Committee grants an award of Bonus Units annually to match 50% (fifty percent) of the annual Short-term bonus awarded to participation employees.

The total annual short-term bonus is determined by reference to the actual performance rating of the individual and the Group against predetermined targets for the preceding cycle and is comprised of cash. The number of bonus units awarded are calculated as a percentage of the prior years annual bonus divided by the grant date fair value per unit. The Bonus Units vest after a three-year period, subject to continued employment.

F-24

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

12. Cash-settled share-based payment obligations (continued)

12.2 Conditional units (“Performance Units” and “Milestone Awards”) — for the long-term incentive scheme

The Remuneration Committee grants an award of Performance Units annually to eligible employees as part of its long-term incentive scheme. The number of Performance Units awarded to an employee is based on the employee’s annual guaranteed pay and job grade combined with a factor related to the Group’s assessed performance rating over a three-year period and using the relevant grant price calculation (as for the Bonus Units) at the award date, with ultimate vesting of those awards subject to performance conditions as approved by the Remuneration Committee.

Performance conditions applicable to Performance Units

The number of units that vest depends on the extent to which the Group has performed over the intervening three-year period relative to five performance criteria. These performance criteria are among the most widely acceptable vesting performance measures suited to aligning the outcome of long-term incentive awards with shareholders’ interests.

The number of the Performance Units awarded that will finally vest three years after the award date will range between 0% (zero percent) and 150% (one-hundred-and fifty percent) depending on the extent to which the performance criteria have been met.

The performance conditions are listed below:

Condition	% Weighting
Relative total shareholder return	​	30%
Absolute total shareholder return	​	30%
Operating cash flow/Equity	​	30%
Improvement in B-BBEE	​	5%
CO2, water usage and tailings dams	​	5%

The Remuneration Committee awarded additional Conditional Units to eligible Key Management Personnel (“Milestone awards”) to reflect and reward the closing of strategic transactions. The number of Units awarded to an employee is based on the employee’s annual guaranteed pay and job grade using the relevant grant price calculation (as for the Bonus Units) at the award date. These Units will vest on a pro-rata basis depending on the extent to which the Performance Condition has been fulfilled, with ultimate vesting of these awards subject to performance conditions, a maximum vesting limit and weighting as approved by the Remuneration Committee.

The milestones are listed below:

Milestone

Capital raise > USD 100 million

Listing by independent Initial Public Offering IPO or merger with listed entity

Merger with unlisted entity

13. Non-controlling interests

Accounting policy

The Group recognises any non-controlling interest in an acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. Subsequently, the carrying

F-25

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

13. Non-controlling interests (continued)

amount of non-controlling interest is the amount of the interest at initial recognition plus the non-controlling interest’s subsequent share of changes in equity.

​	2021 USD’000		2020 USD’000		2019 USD’000
Defacto Investments 275 Proprietary Limited	​	210	​	204	​	200
Dream World Investments 226 Proprietary Limited	​	70	​	72	​	74
Mahube Mining Proprietary Limited	​	2,281	​	1,972	​	1,691
Tameng Mining and Exploration Proprietary Limited	​	4,301	​	4,100	​	3,905
Taung Platinum Exploration Proprietary Limited	​	825	​	778	​	738
Balance at the end of the year	​	7,687	​	7,126	​	6,608

14. Borrowings

Accounting policy

Borrowings are non-derivative financial liabilities categorised as other financial liabilities. Borrowings are recognised initially at fair value, net of transaction costs incurred, where applicable and subsequently measured at amortised cost using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

14.1 Long-term borrowings

​	2021 USD’000		2020 USD’000		2019 USD’000
Loan from Corridor Mining Resources Proprietary Limited(a)	​	5,289	​	5,365	​	5,135
Loan from the IDC(b)	​	—	​	21,611	​	31,508
Balance at the end of the year	​	5,289	​	26,976	​	36,643

(a)

Corridor Mining Resources Proprietary Limited is a wholly owned subsidiary of Limpopo Economic Development Agency, an agency of the Limpopo Provincial Government, Republic of South Africa.

The long-term loan bears interest at South African prime overdraft rate until otherwise agreed by the shareholders. The loan is to be repaid from the proceeds generated by the Mphahlele project in Tameng Mining and Exploration Proprietary Limited, a subsidiary of Mahube Mining Proprietary Limited.

(b)

Loan of ZAR500 million from The Industrial Development Corporation (“IDC”) of South Africa. The proceeds from this loan were utilised to sustain mining operations.

This long-term loan accrued interest at the South African prime overdraft rate plus 3.5% accrued on a monthly basis. Repayment of capitalised interest was made in monthly instalments which started March 23, 2020. Outstanding capital was scheduled to be repaid in twelve quarterly instalments of ZAR 41,666,667 which commenced on September 1, 2020. This loan was settled in full on June 1, 2021.

This loan was secured to the value of:

ZAR200 million (USD13 million) over mineral properties and rights (refer to note 4);

ZAR600 million (USD38 million) over plant and equipment at PPM (refer to note 6); and

ZAR100 million (USD6 million) over all moveable assets of PPM (refer to note 6).

F-26

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

14. Borrowings (continued)

14.2 Short-term borrowings

​	2021 USD’000		2020 USD’000		2019 USD’000
Loan from the IDC	​	—	​	14,408	​	13,453
Balance at the end of the year	​	—	​	14,408	​	13,453

14.3 IDC loan reconciliation

​	2021 USD’000		2020 USD’000		2019 USD’000
Opening balance January 1	​	36,019	​	44,961	​	34,821
Capital repayments	​	(37,158)	​	(5,296)	​	—
Capitalised interest repayment	​	(1,944)	​	(5,975)	​	—
Interest accrued	​	1,506	​	4,324	​	9,136
Foreign exchange (gain) / loss	​	1,577	​	(1,995)	​	1,004
Balance at the end of the year	​	—	​	36,019	​	44,961

15. Trade payables and accrued liabilities

Accounting Policy

Trade and other payables, excluding payroll creditors and leave pay accrual are non-derivative financial liabilities categorised as other financial liabilities. Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost.

Liabilities arising in respect of wages and salaries, annual leave and other benefits due to be settled within 12 months of the reporting date are measured at rates which are expected to be paid when the liability is settled. If benefits are not expected to be settled wholly within 12 months of the reporting date, then they are discounted.

​	2021 USD’000		2020 USD’000		2019 USD’000
Trade payables	​	8,444	​	9,607	​	11,426
Accrued expenses	​	20,585	​	16,527	​	12,051
Balance at the end of the year	​	29,029	​	26,134	​	23,477

The fair value of trade and other payables approximate the carrying value due to the short maturity.

16. Revolving commodity facility

Investec Bank Limited (“Investec”) approved a rand denominated revolving commodity finance facility of up to USD56.587 million (ZAR900 million) for the financing of concentrate deliveries. The outstanding balance bears interest at JIBAR plus 1.92% and is available up to November 2022.

In terms of this facility Investec Bank Limited will finance up to 91% of PPM’s platinum, palladium and rhodium deliveries. PPM cedes on an out-and-out basis to Investec all rights to payments under its offtake agreement with Impala until the corresponding liability is settled. This facility is repaid within 2 to

F-27

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

16. Revolving commodity facility (continued)

4 months upon which the funds are again available for draw-down. On settlement date, the drawdown is revalued using average commodity prices and exchange rates for the calendar month before settlement date.

​	2021 USD’000		2020 USD’000		2019 USD’00
Balance at the beginning of the year	​	5,211	​	19,895	​	18,751
Repayment of drawdown	​	(85,523)	​	(81,890)	​	(101,481)
Drawdown from the facility during the year	​	114,344	​	69,228	​	101,007
Fair value adjustments to the balances	​	(956)	​	80	​	147
IFRS 9 Fair value adjustment	​	1,029	​	131	​	3,247
Interest accrued	​	619	​	1,042	​	(2,537)
Subtotal	​	34,724	​	8,486	​	19,134
Exchange rate variance	​	(3,472)	​	(3,275)	​	761
Balance at the end of the year	​	31,252	​	5,211	​	19,895

17. Decommissioning and rehabilitation provision

Critical accounting estimates and judgements

The Group assesses its mine rehabilitation provision annually in accordance with the requirements of National Environmental Management Act, No. 107 of 1998, as amended. Significant estimates and assumptions are made in determining the provision for mine rehabilitation as there are numerous factors that will affect the ultimate liability payable. These factors include estimates of the extent of the decommissioning required, and costs of rehabilitation activities, impact of technological changes, future regulatory changes, cost increases, and changes in discount rates. Actual costs incurred in future periods could differ materially from the estimates. Additionally, future changes to environmental laws and regulations, life-of-mine estimates and discount rates could affect the carrying amount of this provision. Management exercises judgement in determining the remaining LoM at the date of reporting based on assumptions such as estimated future market prices for PGM’s, the ZAR: USD exchange rate and choosing an appropriate discount rate. The provision represents management’s best estimate of the present value of the rehabilitation costs anticipated to be incurred at the end of the mine’s life.

Accounting Policy

Provisions are recognised when the Group has a present obligation, legal or constructive resulting from past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

The estimated costs of rehabilitation are reviewed annually and adjusted as appropriate for changes in legislation, technology or other circumstances. Cost estimates are not reduced by the potential proceeds from the sale of assets or from plant clean up at closure.

Based on disturbances to date, the net present value of expected rehabilitation cost estimates is recognised and provided for in full in the financial statements. The estimates are reviewed annually and are discounted using a risk-free rate that is adjusted to reflect the current market assessments and the LoM period. Annual changes in the provision consist of finance costs relating to the change in the present value of the provision and changes in estimates. Changes in estimates are capitalised or reversed against the relevant asset or liability to the extent that it meets the definition of dismantling and removing the item and

F-28

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

17. Decommissioning and rehabilitation provision (continued)

restoring the site on which it is located. Costs that relate to an existing condition caused by past operations and do not have a future economic benefit are recognised in profit or loss.

The present value of environmental disturbances created are capitalised to mining assets against an increase in the environmental rehabilitation obligation. Rehabilitation projects undertaken, included in the estimates are charged to the provision as incurred. The cost of ongoing current programmes to prevent and control environmental disturbances is recognised in profit or loss as incurred. The unwinding of the discount due to the passage of time is recognised as finance cost, and the capitalised cost is amortised over the remaining lives of the mines.

​	2021 USD’000		2020 USD’000		2019 USD’000
DISCOUNTED	​	​	​	​	​	​
Balance at the beginning of the year	​	16,787	​	22,163	​	20,098
Unwinding of discount (accretion)	​	1,597	​	1,724	​	1,575
Change in estimate	​	1,868	​	(6,418)	​	—
Subtotal	​	20,252	​	17,469	​	21,673
Foreign exchange variance	​	(1,470)	​	(682)	​	490
Balance at the end of the year	​	18,782	​	16,787	​	22,163

Assumptions and inputs used in determining the asset retirement obligation:

​	2021		2020		2019
ZAR discount rate	​	7.4%	​	9.1%	​	8.6%
Inflation rate	​	4.4%	​	3.3%	​	4.8%
LoM years – West Pit (current operating open pit)	​	6.5	​	8	​	4
LoM years – East Pit (a developing open pit)	​	7.5	​	10	​	10

Management performed sensitivity analyses on the assumptions and inputs used in determining the asset retirement obligation and concluded that these changes won’t be material. The decrease in the LoM was the result of a new mineral and resource evaluation that was performed in 2021.

18. Income tax (expense) / credit

Accounting policy

The income tax expense for the year comprises current and deferred taxation. Taxation is recognised in profit or loss and comprehensive income, except to the extent that it relates to items recognised directly in equity, in which case the tax is also recognised directly in equity.

Current taxation

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date in countries where the company’s subsidiaries operate and generate taxable income.

Deferred taxation

Deferred taxation is recognised using the liability method, on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for

F-29

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

18. Income tax (expense) / credit (continued)

taxation purposes. However, deferred tax is not recognised if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred taxation is determined using tax rates (and laws) that have been enacted or substantively enacted by the reporting date and are expected to apply when the related deferred taxation asset is realised, or the deferred taxation liability is settled.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but

they intend to settle current tax liabilities and assets on a net basis, or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Additional income taxes that arise from the distribution of dividends are recognised at the same time that the liability to pay the related dividend is recognised.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

Income tax rates

The South African taxation rate remained unchanged at 28%. The Group’s effective tax rate expense in the year ended December 31, 2021 was 36% (2020 tax credit: 104%), mainly as a result of the recognition of previously unrecognised deferred tax assets in 2020. The recognition is as a result of PPM’s return to profitability which means that it is now probable that the deferred tax asset will realise in the foreseeable future.

F-30

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

18. Income tax (expense) / credit (continued)

A reconciliation of income tax expense applicable to the loss from operating activities before income tax at the statutory income tax rate to income tax expenses at the Group’s effective rate at year end is as follows:

​

Note(s)

2021 USD’000

2020 USD’000

2019 USD’000

2021 %

2020 %

2019 %

Current Tax (expense) / credit at corporate tax rate

​

​

​

(14,496)

​

(26,965)

​

8,239

​

​

​

​

​

​

Corporate tax rate

​

​

​

​

​

​

​

​

​

28.00

​

28.00

​

28.00

Tax effects of:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Permanent differences:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Expenses of a capital nature / subject to capital gains tax

​

​

​

(810)

​

(158)

​

6

​

1.56

​

0.16

​

0.02

Expenses not in production of income / not deductible for income tax

​

​

​

(2,739)

​

(713)

​

(1,627)

​

5.29

​

0.74

​

(5.53)

Income not taxable

​

​

​

7

​

731

​

33

​

(0.01)

​

(0.76)

​

0.11

Special deductions for income tax

​

​

​

19

​

20

​

4

​

(0.04)

​

(0.02)

​

0.01

Utilisation of tax losses previously unrecognised

​

​

​

708

​

27,902

​

—

​

(1.37)

​

(28.97)

​

—

Finalization of prior period’s assessed loss

​

​

​

(821)

​

—

​

—

​

1.59

​

—

​

—

Prior year tax paid received

​

​

​

—

​

2

​

1

​

—

​

—

​

—

Tax losses for which no deferred income tax asset was recognised

​

​

​

1,774

​

255

​

(4,157)

​

(3.43)

​

(0.26)

​

(14.13)

Deferred tax asset recognised

​

27

​

—

​

99,895

​

—

​

—

​

(103.73)

​

—

Foreign income tax allowances and rate differentials

​

​

​

(2,243)

​

(1,078)

​

(2,519)

​

4.34

​

1.12

​

(8.56)

Effective total tax credit / (expense)

​

​

​

(18,601)

​

99,891

​

(20)

​

​

​

​

​

​

Effective tax rate credit / (expense)

​

​

​

​

​

​

​

​

​

35.93

​

103.72

​

(0.07)

As at the year end, the Group had not recognised the following temporary differences and tax losses:

​	2021 USD’000		2020 USD’000		2019 USD’000
Unredeemed capital expenditure available for utilisation against future mining taxable income	​	23,140	​	—	​	257,661
Temporary differences	​	727	​	1,379	​	(99,314)
Tax losses carried forward utilisable against taxable income	​	537,520	​	539,551	​	873,874
Balance total	​	561,387	​	540,930	​	1,032,221
The unrecognised deferred tax asset @ 28% at the end of the year	​	157,188	​	151,460	​	289,022

The tax losses carried forward, noted above, only relates to the South African entities and do not have an expiry date.

F-31

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

18. Income tax (expense) / credit (continued)

In the 2020 financial year, a deferred tax asset was recorded, as it was probable that the temporary difference will reverse in the foreseeable future at PPM based on the below:

•

An increase in PGM prices, specifically platinum, palladium and rhodium;

•

An improved operating result from PPM as a cash generating unit (“CGU”); and

•

Third year of cash generated from operations.

In the financial year 2021, realisation of the deferred tax asset was recorded based on taxable profits.

Reconciliation of deferred tax asset recognised for the year ending December 31, 2021:

​	2021 USD’000		2020 USD’000		2019 USD’000
Unredeemed capital expenditure available for utilisation against future mining taxable income	​	248,336	​	255,682	​	—
Temporary differences	​	​	​	​	​	​
Property, plant and equipment	​	(61,714)	​	(71,364)	​	—
Mining Assets	​	(24,153)	​	(16,623)	​	—
Other	​	(532)	​	1,628	​	—
Tax losses carried forward utilisable against taxable income	​	109,985	​	194,778	​	—
Total	​	271,922	​	364,101	​	—
Deferred tax asset recognised @ 28% at the end of the year	​	76,138	​	101,949	​	—

19.

Earnings per share

Accounting Policy

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the owners of the Company for the year by the weighted average number of ordinary shares in issue for basic earnings per share.

Diluted earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the owners of the Company for the year by the weighted average number of ordinary shares for diluted earnings per share.

Headline earnings per share

Headline earnings per share has been calculated and disclosed in accordance with the JSE Listings Requirements, and in terms of circular 1/2021 issued by South African Institute for Chartered Accountants (“SAICA”). Disclosure of headline earnings per share is not a requirement of IFRS, but it is a commonly used measure of earnings per share in South Africa that is more closely aligned to the operating activities of the entity. Headline earnings per share is calculated as headline earnings, which consists of profit after tax attributable to ordinary equity holders adjusted for amounts recognised in profit or loss relating to any change (whether realised or unrealised) in the carrying amount of an asset or liability that arose after the initial recognition of such asset or liability (all net of related tax and non-controlling interests) as defined in circular 1/2021, divided by the weighted average number of ordinary shares in issue during the year.

F-32

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

19.

Earnings per share (continued)

19.1

Basic and diluted earnings per share

​	2021		2020		2019
Number of ordinary shares in issue outside the Group (note 11)	​	3,095,401,663	​	3,095,401,663	​	3,095,401,663
Weighted average number of ordinary shares in issue for basic earnings	​	3,095,401,663	​	3,095,401,663	​	3,095,401,663
Weighted average number of ordinary shares in issue for diluted earnings(a)	​	3,095,401,663	​	3,095,401,663	​	3,095,401,663

​	USD’000		USD’000		USD’000
Profit attributable to the owners of the Company	​	33,733	​	196,712	​	(28,754)
Basic earnings (loss) per share (cents)	​	1.09	​	6.35	​	(0.93)
Diluted earnings / (loss) per share (cents)	​	1.09	​	6.35	​	(0.93)

(a)

The Group currently has no diluted instruments in place.

19.2 Headline earnings per share

Reconciliation of profit attributable to the owners of the Company to headline earnings:

​	2021 USD’000		2020 USD’000		2019 USD’000
Profit attributable to the owners of the Company	​	33,733	​	196,712	​	(28,754)
Effect of remeasurement items net of tax	​	​	​	​	​	​
Profit on disposal of fixed assets	​	(16)	​	(45)	​	—
(Profit) / Loss on assets scrapped	​	(1)	​	2	​	—
Impairment of mining assets	​	—	​	—	​	278
Loss on mining assets sold	​	3,141	​	—	​	—
Tax effect	​	(875)	​	13	​	—
Headline earnings	​	35,982	​	196,682	​	(28,476)
Headline earnings per share (cents)	​	1.16	​	6.35	​	(0.92)

20. Segmental information

Accounting Policy

The CEO’s office consisting of the Chief Executive Officer (“CEO”), Chief Financial Officer, Chief Operating Officer, Chief ESG Officer and Corporate Affairs and Human Capital Executive are the chief operating decision maker (“CODM”) within the meaning of IFRS 8 and uses the information and recommendations received from the CEO and his Management team. Operating segments were determined based on the reports reviewed by the CODM that are used to make strategic decisions.

The CODM considers the business from an operating perspective. The Group operates in one geographic segment, the Republic of South Africa. The operating segment comprises of the mining operations:

F-33

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

20. Segmental information (continued)

Mining operation:   The Group derives all revenue from the sale of PGM’s to Impala Platinum Limited (“Impala”), with minor Chrome sales (less than 1%) at the spot market. All PGM’s are processed by PPM’s PGM concentrator.

The administrative operations are not deemed to be a segment by Management, and is considered to form part of the main Mining operating segment due to the fact that these are support operations to the Mining segment.

Management assesses the performance of the operating segment on EBITDA.

The segment information provided to the CODM for the reportable segment for the years ended December 31, 2021; December 31, 2020 and December 21, 2019 is as follows:

Amounts in USD’000	Mining 2021		Mining 2020		Mining 2019
External revenues	​	265,520	​	277,572	​	181,339
Depreciation and amortisation	​	(8,856)	​	(13,649)	​	(38,737)
Income tax (expense)/credit	​	(18,601)	​	99,891	​	(20)
EBITDA	​	59,243	​	113,063	​	11,755

All revenues reported are from Impala and minor chrome sales at the spot market.

Reportable segment reconciliation of profit / (loss) for the year to EBITDA:

​	2021 USD’000		2020 USD’000		2019 USD’000
Profit/(loss) for the year	​	33,172	​	196,194	​	(29,424)
Income tax expense/(credit)	​	18,601	​	(99,891)	​	20
Depreciation and amortisation	​	8,856	​	13,649	​	38,737
Net finance (income)/costs	​	(1,386)	​	3,111	​	2,422
Total EBITDA for reportable segment	​	59,243	​	113,063	​	11,755

Amounts in USD’000	Mining 2021		Mining 2020		Mining 2019
Total assets	​	1,179,956	​	1,244,579	​	1,100,270
Total liabilities	​	86,302	​	89,516	​	115,631

21. Revenue

Accounting Policy

Revenue from PGM mineral sales is recognised when the buyer, pursuant to a sales contract, obtains control of the product; this constitutes the performance obligation. The sales price is determined on a provisional basis at the date of delivery. Commodity price adjustments occur based on movements in the metal market price, metal content quantities and penalties, which represent variable transaction price components, up to the date of final pricing. Final pricing is based on the monthly average market price in the month of settlement. The period between provisional invoicing and final pricing is typically between three and five months. Revenue on provisionally priced sales is initially recorded at the monthly average market

F-34

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

21. Revenue (continued)

price in the month of sale and the assayed quantities. Adjustments in respect of final assayed quantities and/or prices arising between the date of recognition and the date of settlement are recognised in the period in which the adjustment arises and reflected through revenue and receivables. All revenues reported are from Impala and minor chrome sales at the spot market.

An analysis of the Group’s revenue for the year is as follows:

Revenue	2021 USD’000		2020 USD’000		2019 USD’000
Platinum	​	66,033	​	66,571	​	69,633
Palladium	​	56,236	​	78,506	​	53,572
Rhodium	​	106,720	​	110,879	​	39,900
Gold	​	4,159	​	4,718	​	2,958
Revenue from 4E Minerals	​	233,148	​	260,674	​	166,063
Other minerals	​	25,785	​	18,216	​	17,379
Total revenue from contracts with customers	​	258,933	​	278,890	​	183,442
Commodity price adjustment	​	6,587	​	(1,318)	​	(2,103)
Total revenue as per statement of profit or loss	​	265,520	​	277,572	​	181,339

22. Cost of operations

Included in cost of operations:

​	2021 USD’000		2020 USD’000		2019 USD’000
On-mine operations	​	​	​	​	​	​
Total Materials and mining costs	​	(90,733)	​	(70,821)	​	(68,132)
Concentrator plant operations	​	​	​	​	​	​
Materials and other costs	​	(31,878)	​	(27,931)	​	(31,005)
Utilities	​	(16,912)	​	(14,457)	​	(15,884)
Beneficiation	​	​	​	​	​	​
Smelting and refining costs	​	(12,835)	​	(13,068)	​	(14,333)
Other	​	​	​	​	​	​
Transport	​	(435)	​	(509)	​	(563)
Salaries	​	(21,172)	​	(18,219)	​	(20,051)
Sub-total	​	(173,965)	​	(145,005)	​	(149,968)
Amortisation and depreciation of operating assets (Note 5 and 6)	​	(7,956)	​	(13,383)	​	(37,546)
Inventory adjustments	​	(2,331)	​	2,175	​	843
Total cost of operations	​	(184,252)	​	(156,213)	​	(186,671)

F-35

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

23. Operating profit

​	2021 USD’000		2020 USD’000		2019 USD’00
Operating profit includes:	​	​	​	​	​	​
Administrative and general expenses	​	(32,511)	​	(22,610)	​	(19,610)
Amortisation and depreciation (Note 5 and 6)	​	(900)	​	(266)	​	(1,190)
Audit fees (Note 26)	​	(483)	​	(294)	​	(262)
Community projects	​	(3,586)	​	(2,274)	​	(3,970)
Consulting and professional fees	​	(3,805)	​	(2,041)	​	—
Consumables	​	(1,268)	​	(1,172)	​	(11)
Employee expenses	​	(10,943)	​	(8,832)	​	(7,295)
IT related costs	​	(857)	​	(572)	​	(461)
Insurance fees	​	(1,350)	​	(691)	​	(613)
Learnerships & bursaries	​	(500)	​	(705)	​	(623)
Other administrative and general expenses	​	(5,320)	​	(2,316)	​	(2,439)
Rehabilitation management fees	​	(363)	​	(298)	​	(317)
Royalty expense	​	(1,269)	​	(1,363)	​	(861)
Security	​	(1,867)	​	(1,786)	​	(1,568)
Other (expenses)/income	​	(2,599)	​	(233)	​	849
Foreign exchange gain/(loss)	​	5,015	​	2,028	​	(1,377)
Other (expenses) / income include:	​	​	​	​	​	​
Eskom project recovery	​	—	​	—	​	774
Other	​	(2,599)	​	(233)	​	75

24.

Related party disclosures

24.1

Controlled entities

Details of controlled entities are as follows:	2021 %		2020 %		2019 %
Bakgatla Pallinghurst JV Proprietary Limited (Deregistered in 2020)	​	100.00	​	100.00	​	100.00
Born Free Investments 144 Proprietary Limited	​	100.00	​	100.00	​	100.00
Clidet no. 832 Proprietary Limited	​	100.00	​	100.00	​	100.00
C&L Mining and Resources Proprietary Limited	​	100.00	​	100.00	​	100.00
Defacto Investments 275 Proprietary Limited(a)	​	22.19	​	22.19	​	22.19
Dream World Investments 226 Proprietary Limited(a)	​	49.00	​	49.00	​	49.00
Hodos Holdings Limited	​	100.00	​	100.00	​	100.00
Intrax Investments 255 Proprietary Limited	​	100.00	​	100.00	​	100.00
Itereleng Bakgatla Minerals Resources Proprietary Limited	​	100.00	​	100.00	​	100.00
Mahube Mining Proprietary Limited	​	78.90	​	78.90	​	78.90
Newshelf 1101 Proprietary Limited	​	100.00	​	100.00	​	100.00
ORKID S.a r.l.	​	100.00	​	100.00	​	100.00

F-36

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

24.

Related party disclosures (continued)

Details of controlled entities are as follows:	2021 %		2020 %		2019 %
Osier Corporation Limited	​	100.00	​	100.00	​	100.00
Platinum Investor Consortium Proprietary Limited	​	100.00	​	100.00	​	100.00
Pilanesberg Platinum Mines Proprietary Limited	​	100.00	​	100.00	​	100.00
Platmin Resources S.a.r.l. (Deregistered in 2020)	​	100.00	​	100.00	​	100.00
Platmin South Africa Proprietary Limited	​	100.00	​	100.00	​	100.00
Private Preview Investments 39 Proprietary Limited	​	100.00	​	100.00	​	100.00
Richtrau 123 Proprietary Limited	​	100.00	​	100.00	​	100.00
Sedibelo Group Services Proprietary Limited (Registered in 2021)	​	100.00	​	—	​	—
Tameng Mining and Exploration Proprietary Limited	​	75.00	​	75.00	​	75.00
Taung Platinum Exploration Proprietary Limited	​	60.00	​	60.00	​	60.00
Versatex Trading 346 Proprietary Limited (Deregistered in 2020)	​	100.00	​	100.00	​	100.00

(a)

Management has consolidated Defacto Investments 275 Proprietary Limited and Dream World Investments 226 Proprietary Limited even though the Group owns less than half of the share capital of those entities as it was determined that the Group has rights to variable returns from its involvement and an ability to affect those returns through its power over the management committee of those entities.

The proportion of voting power held is equal to ownership interests in all cases.

All companies, except for the companies tabled below are registered within the Republic of South Africa.

Company	Country of registration	Type of shareholding
Hodos Holdings Limited	Guernsey	Ordinary
Kelltech Limited	Mauritius	Ordinary
Platmin Resources S.a.r.l. (Deregistered)	Luxembourg	Ordinary
ORKID S.a.r.l.	Luxembourg	Ordinary
Osier Corporation Limited	Cyprus	Ordinary

24.2

Compensation of Directors and key Management personnel of the Group:

2021	Total USD’000		Short-term benefits (salary) USD’000		Bonuses USD’000
Compensation of Directors:	​	​	​	​	​	​
Non-executive directors	​	425	​	425	​	—
Executive director	​	​	​	​	​	​
Chief Executive Officer – E Clarke	​	584	​	442	​	142
Subtotal	​	1,009	​	867	​	142
Compensation of key Management personnel:	​	​	​	​	​	​
Chief Operating Officer – C Badenhorst	​	486	​	368	​	118
Chief Financial Officer – E Maritz	​	318	​	248	​	70

F-37

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

24.

Related party disclosures (continued)

2021	Total USD’000		Short-term benefits (salary) USD’000		Bonuses USD’000
Chief ESG Officer – L Bethlehem (Appointed Dec 1, 2021)	​	120	​	19	​	101
Executive Corporate Affairs and Human Capital – C Phephenyane	​	307	​	245	​	62
Subtotal	​	1,231	​	880	​	351
Total remuneration of Directors and key Management personnel	​	2,240	​	1,747	​	493

2020	Total USD’000		Short-term benefits (salary) USD’000		Bonuses USD’000
Compensation of Directors:	​	​	​	​	​	​
Non-executive directors	​	401	​	401	​	—
Executive director	​	​	​	​	​	​
Chief Executive Officer – E Clarke	​	711	​	381	​	330
Subtotal	​	1,112	​	782	​	330
Compensation of key Management personnel:	​	​	​	​	​	​
Chief Operating Officer – C Badenhorst	​	587	​	315	​	272
Chief Financial Officer – E Maritz	​	342	​	202	​	140
Executive Corporate Affairs and Human Capital – C Phephenyane	​	340	​	205	​	135
Subtotal	​	1,269	​	722	​	547
Total remuneration of Directors and key Management personnel	​	2,381	​	1,504	​	877

2019	Total USD’000		Short-term benefits (salary) USD’000		Bonuses USD’000
Compensation of Directors:	​	​	​	​	​	​
Non-executive directors	​	402	​	402	​	—
Executive director	​	​	​	​	​	​
Chief Executive Officer – E Clarke	​	597	​	399	​	198
Subtotal	​	999	​	801	​	198
Compensation of key Management personnel:	​	​	​	​	​	​
Chief Operating Officer – C Badenhorst	​	503	​	336	​	167
Chief Financial Officer – E Maritz	​	321	​	215	​	106
Executive Corporate Affairs and Human Capital – C Phephenyane	​	313	​	219	​	93
Subtotal	​	1,137	​	770	​	367
Total remuneration of Directors and key Management personnel	​	2,136	​	1,571	​	565

F-38

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

24.

Related party disclosures (continued)

24.3

Investment in joint venture

Accounting Policy

Joint ventures are arrangements in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities. Interests in joint ventures are accounted for using the equity method.

The interests are initially recognised at cost. Subsequent to initial recognition, the consolidated financial statements include the Group’s share of profit or loss and other comprehensive income of equity-accounted investees until the date on which significant influence or joint control ceases. Results of joint ventures are equity-accounted using the results of their most recent audited annual financial statements or unaudited management accounts. Any losses from the joint venture are brought to account in the consolidated financial statements until the interest in such joint venture is written down to zero. Thereafter, losses are accounted for only insofar as the Group is committed to providing financial support to such joint venture.

Management have accounted for its interest in KellTech Limited as a joint venture through the equity method of accounting due to the nature of the joint arrangement. The joint venture has share capital consisting solely of ordinary shares, which is held directly by the Group:

Name of entity	Country of incorporation	% of ownership interest	Nature of relationship	Measurement method
Kelltech Limited	Mauritius	50	Provides access to new technology to the SPM Group	Equity

Investment in joint venture

​	Dec 31, 2021 USD’000		Dec 31, 2020 USD’000		Dec 31, 2019 USD’000
January 1	​	—	​	—	​	1,220
Share of loss from joint venture	​	(786)	​	(1,130)	​	(1,512)
Foreign exchange loss on investment in joint venture	​	250	​	(214)	​	14
Share of other comprehensive income	​	(90)	​	(466)	​	(356)
Application of Equity Accounting on loan receivable	​	626	​	1,810	​	634
Investment in joint venture value	​	—	​	—	​	—

F-39

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

24.

Related party disclosures (continued)

Details of joint venture

Summarised financial and profit and loss information in respect of Kelltech Limited reflecting 100% of the joint venture is set out below:

Summarised balance sheet	Dec 31, 2021 USD’000		Dec 31, 2020 USD’000		Dec 31, 2019 USD’000
Non-current assets	​	10,096	​	8,116	​	8,312
Current assets	​	1,839	​	736	​	274
Non-current liabilities	​	(14,927)	​	(12,420)	​	(9,707)
Current Liabilities	​	(2,471)	​	(504)	​	(360)
The above assets and liabilities include the following:	​	​	​	​	​	​
Cash and cash equivalents	​	1,982	​	736	​	274
Net liabilities value	​	(5,463)	​	(4,072)	​	(1,481)
SMP ownership interest	​	50%	​	50%	​	50%

Summarised statement of comprehensive expense	Dec 31, 2021 USD’000		Dec 31, 2020 USD’000		Dec 31, 2019 USD’000
Loss for the year	​	(1,572)	​	(2,260)	​	(2,950)
Other comprehensive expense	​	(180)	​	(932)	​	(711)
Total comprehensive expense	​	(1,752)	​	(3,192)	​	(3,661)
The above loss for the year includes the following:	​	​	​	​	​	​
Finance income	​	21	​	7	​	22
Finance expense*	​	(390)	​	(346)	​	(432)

*

Including interest accrued to the Group.

24.4

Loans receivable

​	2021 USD’000		2020 USD’000		2019 USD’000
Loan to Kelltech Limited	​	​	​	​	​	​
Opening balance	​	9,926	​	9,031	​	8,825
Interest received	​	369	​	369	​	311
Loans advanced	​	1,953	​	2,710	​	498
Foreign exchange gain / (loss)	​	171	​	(374)	​	31
Application of Equity Accounting on loan receivable	​	(626)	​	(1,810)	​	(634)
Balance at the end of the year	​	11,793	​	9,926	​	9,031

F-40

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

24.

Related party disclosures (continued)

​	2021 USD’000		2020 USD’000		2019 USD’000
Loan to Kellplant Proprietary Limited	​	​	​	​	​	​
Opening balance	​	—	​	—	​	—
Interest received	​	24	​	—	​	—
Loans advanced	​	2,603	​	—	​	—
Foreign exchange loss	​	(6)	​	—	​	—
Balance at the end of the year	​	2,621	​	—	​	​

Refer note 7 for the terms of the loan.

24.5 Loans payable / Long term borrowings

​	2021 USD’000		2020 USD’000		2019 USD’000
Loan from Corridor Mining Resources Proprietary Limited	​	5,289	​	5,365	​	5,135
Loan from the IDC	​	—	​	21,611	​	31,508
Balance at the end of the year	​	5,289	​	26,976	​	36,643

Refer to note 14.1 for the terms of the loans.

24.6

Short-term borrowings

​	2021 USD’000		2020 USD’000		2019 USD’000
Loan from the IDC	​	—	​	14,408	​	13,453
Balance at the end of the year	​	—	​	14,408	​	13,453

Refer to note 14.2 for the terms of the loans.

24.7

Transactions

​	2021 USD’000		2020 USD’000		2019 USD’000
Related party transactions with:	​	​	​	​	​	​
Kelltech Limited Group(a)	​	609	​	50	​	74
Kelltech Limited	​	390	​	—	​	74
Kelltechnology SA RF (Pty) Ltd	​	193	​	—	​	—
Kellplant (Pty) Ltd	​	26	​	—	​	—
Lifezone Limited(b)	​	(2,503)	​	(718)	​	(855)
The IDC(c)	​	(36,693)	​	(11,271)	​	—

a.

A member of the Board of Directors of SPM is a shareholder in Kelltech Limited. The Company incurred expenses on behalf of Kelltech Limited on a joint project. These expenses were recharged. Orkid S.a.r.l., a subsidiary of SPM, has a 50% shareholding in Kelltech Limited.

b.

A member of the Board of Directors of SPM is a shareholder in Lifezone Limited (“Lifezone”).

F-41

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

24.

Related party disclosures (continued)

Kelltechnology SA (RF) (Pty) Ltd and Kellplant (Pty) Ltd, subsidiaries of the Kelltech Limited Group in which Orkid S.a.r.l., a subsidiary of SPM, has a 50% shareholding, obtained consulting and technical services from Lifezone. Lifezone also holds the remaining 50% shares of Kelltech Limited.

c.

The IDC holds 15.7% shareholding in SPM. Interest and capital repayments was paid on the loan from the IDC.

​	2021 USD’000		2020 USD’000		2019 USD’000
Related party transactions with:	​	​	​	​	​	​
Pallinghurst Advisors LLP(d)	​	(85)	​	(9)	​	(27)
Keshel Consult Limited(e)	​	—	​	(38)	​	—

d.

Pallinghurst Advisors LLP and Pallinghurst Advisors Proprietary Limited are companies associated with Pallinghurst Ivy Lane Capital S.a.r.l., who was a shareholder of SPM up until December 2021. Pallinghurst Advisors LLP and Pallinghurst Advisors Proprietary Limited incurred expenses on behalf of the Group which were reimbursed by the Group.

e.

A member of the board of directors of the Group is a shareholder of Keshel Consult Limited, a company that provided consulting services to the Group.

25. Financial instruments

Accounting policy

On initial recognition, a financial asset is classified as measured at either amortised cost, fair value through other comprehensive income, or FVTPL.

The Group initially recognises trade and other receivables, on the date these are originated. All other financial assets and financial liabilities are recognised initially when the Group becomes a party to the contractual provisions of the instrument.

The classification of financial assets at initial recognition that are debt instruments depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. In order for a financial asset to be classified and measured at amortised cost, it needs to give rise to cash flows that are solely payments of principal and interest (“SPPI”) on the principal amount outstanding. This assessment is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at FVTPL, irrespective of the business model.

Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows. The Group recognises an allowance for expected credit losses ECLs on all debt instruments not held at FVTPL to the extent applicable.

For trade and other receivables due in less than 12 months, the Group applies the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group does not track changes in credit risk, but instead, recognises a loss allowance based on the financial asset’s lifetime ECL at each reporting date. Impairment losses are recognised through profit or loss.

The Group derecognises a financial asset when the contractual rights to the cash flows in a transaction in which substantially all the risks and rewards of the ownership of the financial asset are transferred. The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expired. Any interest in such transferred financial asset that is created or retained by the Group is recognised as a separate asset or liability. The particular recognition and measurement methods adopted are disclosed in the

F-42

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

25. Financial instruments (continued)

individual policy statements associated with each item. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid is recognised in profit or loss.

25.1

Accounting classification and measurement of fair values

The following methods and assumptions were used to estimate the fair value of each class of financial instrument

•

Revolving commodity facility

The fair value of the Revolving commodity facility is determined based on ruling market prices.

•

Trade receivables

The fair value for trade receivables is measured at fair value through profit or loss (metal sales) based on ruling market prices.

The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments:

•

Level 1: unadjusted quoted prices in active markets for identical asset or liabilities;

•

Level 2: inputs other than quoted prices in level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and

•

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following table set out the Group’s financial instruments measured at fair value by level within the fair value hierarchy:

​

2021

2020

2019

USD’000

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

Revolving commodity facility

​

—

​

31,252

​

—

​

​

5,211

​

—

​

—

​

19,895

​

—

Financial assets measured at fair value

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Trade Receivables – Metal sales

​

—

​

77,783

​

—

​

​

132,222

​

—

​

—

​

63,121

​

—

Balance at the end of the year

​

—

​

109,035

​

—

​

​

137,433

​

—

​

—

​

83,016

​

—

Fair value of financial assets and liabilities measured at amortised cost

​	2021 USD’000		2020 USD’000		2019 USD’000
Restricted cash investments and guarantees	​	18,432	​	18,090	​	15,885
Loans receivable	​	19,700	​	16,506	​	16,916
Trade receivables	​	540	​	933	​	4,536
Cash and cash equivalents	​	140,595	​	62,986	​	43,393
Total financial assets	​	179,267	​	98,515	​	80,730
Long-term borrowings	​	5,289	​	26,976	​	36,643
Short-term borrowings	​	—	​	14,408	​	13,453
Trade payables and accrued liabilities	​	29,029	​	26,134	​	23,477
Total financial liabilities	​	34,318	​	67,518	​	73,573

F-43

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

25. Financial instruments (continued)

The fair value of the financial assets and liabilities carried at amortised cost is approximately equal to their carrying amounts. This is due to the short-term nature of all current assets with the non-current assets being the restricted investment portfolio that is invested in a fixed deposit account, and the loans receivables, both being linked to market-related interest rates. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs.

25.2

Risk management activities

Controlling and managing risk in the Group

The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group’s Executive Directors are responsible for developing and monitoring the Group’s risk management policies. The Group’s Executive Directors reports regularly to the Board of Directors on its activities.

The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group’s Audit Committee oversees how Management monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.

The Group monitors its forecast financial position on a regular basis. The Group’s Directors meet regularly and considers cash flow projections for the following twelve months in detail, taking into consideration the impact of market conditions, particularly commodity prices and foreign exchange rates. The Group’s Directors receive reports from independent exchange consultants and advisors on current and forecast economic conditions.

The Group’s forecast financial risk position with respect to key financial objectives is regularly reported to the Board of Directors.

From time to time, the Group uses derivative financial instruments to hedge certain identified risk exposures, as deemed necessary by the Group’s Executive Directors. The Group does not acquire, hold or issue derivative instruments for trading purposes.

25.2

Risk management activities

The financial risk management objectives of the Group are defined as follows:

•

Liquidity risk management:   the objective is to ensure that the Group is able to meet its short-term commitments through the effective and efficient management of cash and usage of credit facilities.

•

Currency risk management:   the objective is to maximise the Group’s profits by minimising currency fluctuations, where possible.

•

Funding risk management:   the objective is to meet funding requirements timeously and at competitive rates by adopting reliable liquidity management procedures.

•

Investment risk management:   the objective is to achieve optimal returns on surplus funds, without the risk of capital erosion.

•

Interest rate risk management:   the objective is to identify opportunities to prudently manage interest rate exposures.

F-44

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

25. Financial instruments (continued)

•

Counterparty exposure:   the objective is to only deal with a limited number of approved counterparts that are of a sound financial standing and who have an official credit rating.

•

Commodity price risk management:   commodity risk management takes place within limits and with counterparts as approved in the treasury framework.

25.3 Financial risk

25.3.1 Credit risk

Credit risk is the risk that the financial asset counterparty may default or not meet its obligations timeously. The Group has reduced its exposure to credit risk by dealing with a limited number of approved counterparties. The Group approves these counterparties according to its risk management policy and ensures that they are of good credit quality.

The material concentration of credit risk lies within Trade & Other Receivable with no material concentration in cash & cash equivalents or loans.

The maximum exposure to credit risk is as follows:

GROUP	2021 USD’000		2020 USD’000		2019 USD’000
Restricted cash investments and guarantees	​	18,432	​	18,090	​	15,885
Loans receivable	​	19,700	​	16,506	​	16,916
Trade receivables	​	78,323	​	133,156	​	67,657
Cash and cash equivalents	​	140,595	​	62,986	​	43,393
Total financial assets	​	257,050	​	230,738	​	143,851

The ageing of trade receivables at the reporting date was as follows:

GROUP	2021 USD’000		2020 USD’000		2019 USD’000
Less than 1 month	​	33,829	​	38,720	​	20,426
Between 1 – 3 months	​	42,473	​	93,746	​	42,036
Between 3 – 6 months	​	2,021	​	690	​	5,195
Total trade receivables	​	78,323	​	133,156	​	67,657

In order to maximise credit protection, cash and cash equivalents are placed with a variety of good quality financial institutions. The credit rating spread of these institutions can be summarised as follows:

​	2021 USD’000		2020 USD’000		2019 USD’000
AA+	​	74,859	​	28,343	​	18,916
AA	​	53,725	​	51,157	​	38,544
BBB+	​	30,443	​	1,440	​	1,799
Other	​	—	​	136	​	19
Total cash and cash equivalents and restricted cash investments and guarantees	​	159,027	​	81,076	​	59,278

F-45

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

25. Financial instruments (continued)

25.3.2 Market risk

Foreign exchange/ currency risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures. The Company’s functional currency and the functional currency of most of its subsidiaries is ZAR.

Foreign exchange risk arises from future commitments, assets and liabilities that are denominated in a currency that is not the functional currency. Most of the Company’s purchases are denominated in ZAR.

However, certain long lead-capital items are denominated in USD, Pound Sterling (“GBP”), Euros or Australian Dollars.

The Group holds most of its cash in ZAR. At year end 22% of cash held, was in USD. The influence of the macro economic climate on currencies of emerging markets like South Africa, is evident in the volatility of the ZAR during 2021.

International commodity prices are quoted in USD which exposes the Group’s revenue cash flows to foreign exchange variances.

The following significant exchange rates were applied during the year:

​	Average rate						Reporting date spot rate
​	2021		2020		2019		2021		2020		2019
USD 1 = ZAR	​	14.78	​	16.47	​	14.45	​	15.90	​	14.62	​	14.12

The group’s exposure to foreign currency risk at the end of the reporting period was as follows:

​	2021 USD’000		2020 USD’000		2019 USD’000
Cash and cash equivalents	​	30,443	​	3,334	​	1,527
Loans receivables	​	14,863	​	12,369	​	—
Balance at the end of the year	​	45,306	​	15,703	​	1,527

The following table summarises the sensitivity of financial instruments held at balance sheet date to movements in the exchange rate of the ZAR to the USD, with all other variables held constant. The USD denominated instruments have been assessed using the sensitivities indicated in the table. These are based on reasonably possible changes, over a financial year, using the observed range of actual historical rates for the preceding two-year period.

Impact on statement of income (pre-tax)	2021 USD’000		2020 USD’000		2019 USD’000
USD/ZAR increase by 20% (2020: 20% and 2019: 30%)	​	7,551	​	2,617	​	25
USD/ZAR decrease by 30% (2020: 30% and 2019: 20%)	​	(19,417)	​	(6,730)	​	(27)

Commodity price risk

Commodity price risk arises from the effect on current and future earnings due to fluctuations in commodity prices, in particular the price of PGM’s. Most of these prices are determined in USD and are

F-46

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

25. Financial instruments (continued)

internationally determined in the open market. The Group regularly measures exposure to commodity price risk by stress testing the Group’s forecast financial position to changes in PGM prices. The Group reviews its exposure with reference to the basket price for the following 4 metals: platinum, palladium, rhodium and gold (commonly referred to in the platinum mining industry as the “4E basket price”). The Group does not actively hedge future commodity prices against price fluctuations. The PPM operation recognises revenue at the month end during which delivery of concentrate has occurred at the month’s average commodity price for the contained metal.

Revenue is recognised at the average commodity price for the month on the date of sale and adjusted at each month end to the latest commodity price until revenue quantities are agreed with the customer (usually 3 to 5 months).

The Group entered into a Revolving commodity facility with Investec whereby Investec finances up to 91% of PPM’s platinum, palladium and gold deliveries in the month following the delivery month. The respective commodity prices and exchange rates are determined on each drawdown date and denominated in ZAR. This facility is repaid within 2 to 4 months. On settlement date, the drawdown is revalued using average commodity prices and exchange rates for the calendar month before settlement date. These fair value adjustments amounted to a loss of USD1.029 million (2020: USD0.199 million).

The following 4E basket prices were applied during the year:

​	Average for the year ended Dec 31, 2021		Average for the year ended Dec 31, 2020		Average for the year ended Dec 31, 2019
4E basket price in USD	​	2,679	​	2,031	​	1,300
USD 1 = ZAR	​	14.78	​	16.47	​	14.45
4E basket price in ZAR	​	39,484	​	33,143	​	18,775

In addition to the Revolving credit facility, trade receivables of USD77.783 million (2020: USD132.222 million and 2019: USD63.121) are exposed to movements in commodity prices. Fair value adjustments on trade receivables are recognised in revenue.

The following table summarises the sensitivity of financial instruments held at reporting date to movements in the relevant forward commodity price, with all other variables held constant. The sensitivities are based on reasonably possible changes, over a financial year, using observed ranges of actual historical rates.

Impact on profit or loss (pre-tax)	2021 USD’000		2020 USD’000		2019 USD’000
Increase by 10% in 4E basket price	​	4,491	​	12,846	​	6,766
Decrease by 20% in 4E basket price	​	(16,509)	​	(37,969)	​	(13,531)

Interest rate risk

Interest rate risk is the risk that the Group’s financial position will be adversely affected by movements in interest rates.

The Group’s main interest rate risk arises from short and long-term loans. Restricted cash investments and guarantees and cash holdings are subject to interest rate risk in the country in which they are held on deposit. All other financial assets and liabilities are non-interest bearing.

F-47

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

25. Financial instruments (continued)

The Group currently does not engage in any hedging or derivative transactions to manage interest rate risk. In conjunction with external advice, Management consideration is given on a regular basis to alternative financing structures with a view to optimising the Group’s funding structure.

Restricted cash investments and guarantees as well as cash and cash equivalents are exposed to movements in USD and ZAR cash deposit rates.

The following table summarises the sensitivity of the financial instruments held at reporting date, following a movement in variable interest rates, with all other variables held constant. The sensitivities are based on reasonably possible changes over a financial year, using the observed range of actual historical rates.

Impact on profit or loss (pre-tax)	2021 USD’000		2020 USD’000		2019 USD’000
Increase of 1% in prime overdraft rate	​	815	​	(164)	​	(266)
Decrease of 0.5% in prime overdraft rate	​	(408)	​	82	​	133

The impact is calculated on the net financial instruments exposed to variable interest rates as at reporting date and does not consider any repayments of long or short-term borrowings.

The liquidity position of the Group is managed to ensure sufficient liquid funds are available to meet financial commitments in a timely and cost-effective manner. The Group’s Executive Directors continually review the liquidity position including cash flow forecasts to determine the forecast liquidity position.

The Group invests excess funds in deposit structures and accounts and fixed income funds.

25.3.3 Liquidity risk

The contractual undiscounted cashflow maturity analysis of payables at the reporting date was as follows:

​	Presented USD’000		Between 1 – 12 months USD’000		Between 13 – 24 months USD’000		Greater than 24 months USD’000
Balances at December 31, 2021	​	​	​	​	​	​	​	​
Long-term borrowings	​	5,672	​	—	​	—	​	5,672
Short-term borrowings	​	—	​	—	​	—	​	—
Trade payables and accrued liabilities	​	29,031	​	29,031	​	—	​	—
Revolving commodity facility	​	31,252	​	31,252	​	—	​	—
Total financial liabilities	​	65,955	​	60,283	​	—	​	5,672
Balances at December 31, 2020	​	​	​	​	​	​	​	​
Long-term borrowings	​	30,758	​	—	​	16,929	​	13,829
Short-term borrowings	​	14,408	​	14,408	​	—	​	—
Trade payables and accrued liabilities	​	26,134	​	26,134	​	—	​	—
Revolving commodity facility	​	5,211	​	5,211	​	—	​	—
Total financial liabilities	​	76,511	​	45,753	​	16,929	​	13,829

F-48

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

25. Financial instruments (continued)

​	Presented USD’000		Between 1 – 12 months USD’000		Between 13 – 24 months USD’000		Greater than 24 months USD’000
Balances at December 31, 2019	​	​	​	​	​	​	​	​
Long-term borrowings	​	42,711	​	—	​	15,030	​	27,681
Short-term borrowings	​	13,453	​	13,453	​	—	​	—
Trade payables and accrued liabilities	​	23,477	​	23,477	​	—	​	—
Revolving commodity facility	​	19,895	​	19,895	​	—	​	—
Total financial liabilities	​	99,536	​	56,825	​	15,030	​	27,681

25.3.4 Capital risk management

The Group’s corporate office is responsible for capital risk management. This involves the use of corporate forecasting models, which facilitates analysis of the Group’s financial position including cash flow forecasts to determine the future capital management requirements. Corporate office monitors gearing.

Capital management is undertaken to ensure a secure, cost-effective supply of funds to ensure the Group’s operating and capital expenditure requirements are met. The mix of debt and equity is regularly reviewed. The Group does not have a target debt/equity ratio but has a policy of maintaining a flexible financing structure to be able to take advantage of new investment opportunities that may arise. Net debt is calculated as total borrowings (long-term borrowings, short-term borrowings and the revolving commodity facility) less cash. Total capital is calculated as the total equity plus net debt.

​	2021 USD’000		2020 USD’000		2019 USD’000
Long-term borrowings	​	5,289	​	26,976	​	36,643
Short-term borrowings	​	—	​	14,408	​	13,453
Revolving commodity facility	​	31,252	​	5,211	​	19,895
Cash and cash equivalents	​	(140,595)	​	(62,986)	​	(43,393)
Net (cash) / debt	​	(104,054)	​	(16,391)	​	26,598
Total equity	​	1,093,654	​	1,155,063	​	984,639
Total capital	​	989,600	​	1,138,672	​	1,011,237
Gearing ratio	​	0.095	​	0.014	​	0.027

No dividends were paid during the year. The Board of Directors maintains a policy of balancing returns to shareholders with the need to fund growth.

26. Auditors’ Remuneration

​	2021 USD’000		2020 USD’000		2019 USD’000
Fee payable to Group’s auditors and its associates for the audit of the parent company and consolidated financial statements	​	340	​	133	​	96
Fees payable to Group’s auditors and its associated for other services:	​	​	​	​	​	​
The audit of the Group’s subsidiaries	​	143	​	161	​	166
​	​	483	​	294	​	262

F-49

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

27. Impairment

Management reviewed operations for indicators of impairment, such as negative operating results for PPM, the availability of capital funds for maintenance, possible impacts from emerging risks such as those related to climate change and the transition to a lower carbon economy, the volatility in the ZAR: USD exchange rate and current and forecasted metal prices. Management concluded that there are no indicators for impairment as a result of:

•

An increase in PGM prices, specifically platinum, palladium and rhodium;

•

An improved operating result from PPM as a CGU;

•

Fourth year of cash generated from operations and

•

Securing access to the adjacent mining property.

On a periodic basis Management update LoM plans to consider ways to optimise the value of projects over their lives. The indicative values from these LoM plans did not indicate any impairment.

The assumptions and inputs used in the determination of the recoverable amount for the annual impairment assessment required for the indefinite lived intangible- and mining assets are as follows:

​	2021		2020		2019
WACC	​	8.30%	​	9.13%	​	9.72%
Inflation rate	​	4.4%	​	3.3%	​	4.8%
LoM years – West Pit (current operating open pit)	​	6.5	​	8	​	4
LoM years – East Pit (a developing open pit)	​	7.5	​	10	​	10

Based on the assessment performed by management, sufficient headroom was available to conclude that no impairment had to be recognized on the intangible- and mining assets.

28. Contingencies and commitments

28.1 Contingencies

•

At December 31, 2021, the Group had bank and other guarantees of USD37 million (2020: USD32 million) from which it is anticipated that no material liabilities will arise in addition to amounts already provided.

•

PPM entered into an agreement with Impala Refining Services Limited for the right of first refusal to supply PGM concentrate produced by PPM from the properties, Ruighoek 169JP, Vogelstruisnek 173JP and Palmietfontein 208JP. Should Platmin SA elect not to accept the terms proposed by Impala Refining Services Limited, a break fee of USD2,090,000 in aggregate will be payable to Impala Refining Services Limited.

28.2

Commitments

The Group’s contractual obligations are as follows:

Commitments as at December 31, 2021

Contractual obligations USD’000	Total		< 1 year		1-3 years		After 3 years
Mining costs(1)	​	30,352	​	30,352	​	—	​	—
Open Purchase orders	​	10,398	​	10,398	​	—	​	—
Total Contractual Obligations	​	40,750	​	40,750	​	—	​	—

F-50

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

28. Contingencies and commitments (continued)

Commitments as at December 31, 2020

Contractual obligations USD’000	Total		< 1 year		1-3 years		After 3 years
Mining costs(1)	​	15,464	​	15,464	​	—	​	—
Open Purchase orders	​	6,210	​	6,210	​	—	​	—
Total Contractual Obligations	​	21,674	​	21,674	​	—	​	—

Commitments as at December 31, 2019

Contractual obligations USD’000	Total		< 1 year		1-3 years		After 3 years
Mining costs(1)	​	10,498	​	10,498	​	—	​	—
Open Purchase orders	​	4,407	​	4,407	​	—	​	—
Total Contractual Obligations	​	14,905	​	14,905	​	—	​	—

(1)

Committed mining expenses include the estimated cost that will be incurred by the main mining contractors to carry out the opencast mining operations for the required notice period, should the contract with the main mining contractor be cancelled.

29. Climate change related considerations

The Group’s ambition on climate change is to evaluate and undertake the implementation of clean energy projects that are aligned to global agreements to reduce emission footprint and achieve net zero total emissions by 2050. By 2030 we aim to source at least 50% of our total electricity requirements from renewable sources.

•

The Group is in the process of constructing a beneficiation plant at PPM, employing cost- and energy efficient Kell technology. Kell technology reduces energy consumption significantly.

•

A relationship was formalised with The National Cleaner Production Centre South Africa (“NCPC-SA”) in 2019 to implement Resource Efficiency and Cleaner Production (“RECP”) methodologies. The Group is planning to implement an Energy Management System (“EnMS”) in accordance with the ISO 500001 energy standard in 2021 to 2022, with assistance from the NCPC-SA.

•

In June 2021 the Group released a Request for Proposals to identify suppliers of renewable energy and to set parameters for the likely cost and timing of renewable energy supply. The Group intends to enter into the appropriate contractual arrangements during the course of 2022.

The accounting related measurement and disclosure areas most impacted by this position relate to the carrying value of our mining and processing assets where the underlying accounting determination is subject to estimation uncertainties in the medium to long term such as: impairments and useful economic lives of assets. None of the factors mentioned had an impact on the accounting related measurements and disclosure areas in the current financial period.

The cost of carbon related emissions has been considered and incorporated into the cash flow projections, based on enacted legislation and expectations for carbon prices based on latest internal forecasts benchmarked with external sources.

F-51

Sedibelo Platinum Mines Limited
Notes to the consolidated financial statements

for the year ending December 31, 2021
(Expressed in United States Dollars, unless otherwise stated)

29. Climate change related considerations (continued)

The Department of Environmental Affairs and Forestry (“DEFF”) declaration of greenhouse gases as priority air pollutants in 2017 has been followed by the imposition of a regulatory framework for greenhouse gas emission reporting, which forms the basis and input for the imposition of the carbon tax which commenced on 1 June 2019. The Carbon Tax Act (No 15 of 2019) (‘Carbon Tax Act’), which took effect on 1 June 2019, introduces a carbon tax on identified affected sectors on the basis of their greenhouse gas emission concentrations as a controlled climate change mitigation measure. Simultaneously with the introduction of the carbon tax under the Carbon Tax Act, a carbon fuel levy was introduced under the Customs and Excise Act 91 of 1964, as part of the current South African fuel levy regime.

30. Events after the reporting date

On February 23, 2022, the South African corporate income tax rate changed from 28% to 27%, effective for years of assessment ending on or after March 31, 2023. The change in tax rate is considered to be substantively enacted after year-end. The impact on the deferred tax asset recognized as a result of the change in the South African corporate income tax rate is estimated to be USD2.7 million which will be expensed during Q1 2022.

F-52

Ordinary Shares

Sedibelo Platinum Mines Limited

PROSPECTUS

Evercore ISI

                 , 2022

Through and including           , 2022 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 6.   Indemnification of directors and officers

The Registrant’s governing documents provide that it will indemnify its directors and officers to the fullest extent permitted by Guernsey law.

Under the Companies Law, a company may not exculpate a director from liability in connection with any negligence, default, breach of duty or breach of trust, including in any provision whether contained in a company’s memorandum or articles of incorporation or in any contract with the company. However, a Guernsey company may purchase and maintain insurance for a director or an associated company against any such liability. The company may not exculpate in advance a director from liability arising from a breach of his or her duty of care in connection with a prohibited dividend or distribution to shareholders.

The Companies Law permits a third-party indemnity provision for indemnity against liability incurred by a director to a person other than the company or an associated company, if the provision does not provide any indemnity against:

•

any liability of the director to pay a fine imposed in criminal proceedings or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature; or

•

any liability incurred by the director:

◦

in defending criminal proceedings in which the director is convicted;

◦

in defending civil proceedings brought by the company or an associated company in which judgment is given against the director; or

◦

in connection with an application for relief for a proceeding for negligence, default, breach of duty or breach of trust against an officer of a company or a person appointed by a company as auditor, in which the court refuses to grant the director relief.

Under the Companies Law, if in proceedings for negligence, default, breach of duty or breach of trust against an officer of a company it appears to the court that the officer is or may be liable but that he or she acted honestly and reasonably and considering all circumstances of the case, the officer ought to be excused, the court may relieve the officer, either in whole or in part, from liability on such terms and conditions as the court thinks fit. In addition, where an offense is committed by a company and it is proved to have been committed with the consent of, or to be attributable to any neglect on the part of an officer or any shadow director of the company, such officer or shadow director is guilty of the offense and may be proceeded against and punished accordingly.

In accordance with the Registrant’s governing documents and to the extent permitted by the Companies Law, the Company has purchased directors’ and officers’ liability insurance. This provides insurance cover for any claim brought against directors or officers for wrongful acts in connection with their positions. The insurance provided does not extend to claims arising from fraud or dishonesty and it does cover civil or criminal fines or penalties imposed by law.

Item 7.   Recent sales of unregistered securities

The Registrant has not issued or sold any of the Registrant’s securities during the preceding three years.

II-1

Item 8.   Exhibits and financial statement schedules

(a)

The following documents are filed as part of this registration statement:

Exhibit No.	Exhibit
1.1*	Form of Underwriting Agreement.
3.1*	Memorandum of Incorporation of the Registrant.
3.2*	Amended and Restated Articles of Incorporation of the Registrant.
5.1*	Form of opinion of Appleby (Guernsey) LLP, Guernsey counsel to the Registrant, as to the validity of the ordinary shares (including consent).
10.1#	Impala Offtake Agreement, dated August 23, 2018, between Pilanesberg Platinum Mines Proprietary Limited and Impala Platinum Limited.
10.2	Investec Revolving Commodity Facility Agreement, dated March 31, 2017, between, inter alia, Pilanesberg Platinum Mines Proprietary Limited and Investec Bank Limited.
10.3	Settlement Agreement, dated November 30, 2019, as amended, between Pilanesberg Platinum Mines Proprietary Limited, Itereleng Bakgatla Mineral Resources Proprietary Limited, the Lesetlheng Land Committee and the Lesetlheng Community and Lawyers for Human Rights’ Clients.
10.4	Notarial Deed of Lease, dated April 17, 2012, between the Bakgatla Ba Kgafela Tribe, the Minister of Rural Development and Land Reform and Itereleng Bakgatla Mineral Resources Proprietary Limited
10.5	Subscription Agreement, dated October 30, 2012, between, inter alia, Sedibelo Platinum Mines Limited (formerly Platmin Limited), the Bakgatla Ba Kgafela Tribe, Pallinghurst Ivy Lane Capital S.à r.l. (formerly Pallinghurst Ivy Lane Capital Limited) and Rustenburg Platinum Mines Limited.
10.6	Relationship Agreement, dated on or about October 30, 2012, between, inter alia, Sedibelo Platinum Mines Limited (formerly Platmin Limited), the Bakgatla Ba Kgafela Tribe and Pallinghurst Ivy Lane Capital S.à r.l. (formerly Pallinghurst Ivy Lane Capital Limited).
10.7	Indemnity Agreements, each dated on or about October 30, 2012, between, inter alia, Sedibelo Platinum Mines Limited (formerly Platmin Limited), the Bakgatla Ba Kgafela Tribe and Pallinghurst Ivy Lane Capital S.à r.l. (formerly Pallinghurst Ivy Lane Capital Limited).
10.8	Rooderand Agreement, dated on or about November 28, 2012, between Sedibelo Platinum Mines Limited (formerly Platmin Limited), the Bakgatla Ba Kgafela Tribe.
10.9#	Kelltech Shareholders Agreement, dated April 16, 2014, as amended, between Lifezone Limited, Orkid S.a.r.l., Sedibelo Platinum Mines Limited, Kelltech Limited and Keith Liddell.
10.10#	KTSA Shareholders Agreement, dated February 12, 2016, as amended, between Kelltech Limited, the Industrial Development Corporation of South Africa Limited, Lifezone, Orkid S.a.r.l. and Kelltechnology South Africa (RF) Proprietary Limited.
10.11#	Kelltech License Agreement, dated April 16, 2014, as amended, between Lifezone Limited, Keith Liddell and Kelltech Limited.
10.12#	KTSA License Agreement, dated April 16 2014, as amended, between Kelltech Limited and Kelltechnology South Africa (RF) Proprietary Limited.
10.13#	Kellplant License Agreement, dated February 12, 2016, as amended, between Kelltechnology South Africa (RF) Proprietary Limited and Kellplant Proprietary Limited.
10.14#	Lifezone Technical Services Agreement, dated June 10, 2020, as amended, between Lifezone Limited and Kelltechnology South Africa (RF) Proprietary Limited.
10.15#	Lifezone Technical Services Agreement, dated October 24, 2021, between Lifezone Limited and Kellplant Proprietary Limited.
10.16#	PPM Support Services Agreement, dated January 20, 2022, between Pilanesberg Platinum Mines

II-2

Exhibit No.	Exhibit
​	Proprietary Limited and Kellplant Proprietary Limited.
10.17#	PPM Services Agreement, dated November 4, 2021, between Pilanesberg Platinum Mines Proprietary Limited and Kelltechnology South Africa (RF) Proprietary Limited.
10.18#	Loan Agreement, dated November 9, 2021, between Pilanesberg Platinum Mines Proprietary Limited and Kellplant Proprietary Limited.
10.19+*	Sedibelo Platinum Mines Limited 2021 Long-Term Incentive Plan.
10.20+*	Sedibelo Platinum Mines Limited 2022 Long-Term Incentive Plan (Post-IPO).
10.21+*	Executive Contract of Employment entered into between Sedibelo Platinum Mines Limited and Erich Clarke.
10.22+*	Executive Contract of Employment entered into between Sedibelo Platinum Mines Limited and Elmarie Maritz.
10.23+*	Executive Contract of Employment entered into between Sedibelo Platinum Mines Limited and Casper Hendrik Badenhorst.
21.1	List of subsidiaries. See note 24.1 to the Registrant’s audited annual consolidated financial statements.
23.1*	Consent of PricewaterhouseCoopers Inc.
23.2*	Consent of Appleby (Guernsey) LLP (included in Exhibit 5.1).
23.3*	Consent of SRK Consulting (South Africa) (Pty) Ltd.
23.4*	Consent of CRU International Limited.
23.5*	Consent of SFA (Oxford) Limited.
24.1*	Powers of attorney (included on signature page to the registration statement).
96.1*	Technical Report Summary, The PPM-Sedibelo-Magazynskraal PGM Project, North West Province, South Africa, effective at December 31, 2021, prepared by SRK Consulting (South Africa) (Pty) Ltd.
96.2	Technical Report Summary, The Mphahlele PGM Project, Limpopo Province, South Africa, effective at December 31, 2021, prepared by SRK Consulting (South Africa) (Pty) Ltd.
96.3*	Technical Report Summary, The Kruidfontein PGM Project, North West Province, South Africa — Initial Assessment, effective at December 31, 2021, prepared by SRK Consulting (South Africa) (Pty) Ltd.

+

Indicates management contract or compensatory plan.

#

Portions of this exhibit have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted information is of the type that the Registrant customarily and actually treats as private or confidential.

*

To be filed by amendment.

(b)

Financial Statement Schedules

Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

Item 9.    Undertakings

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the

II-3

Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes:

(1)

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of           ,           , on this           day of                 , 20      .

Sedibelo Platinum Mines Limited

By:

Name:
Title:

By:

Name:
Title:

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints                 and                 each of them, individually, as his/​her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him/​her and in his/her name, place and stead in any and all capacities, in connection with this registration statement, including to sign in the name and on behalf of the undersigned, this registration statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the U.S. Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on            , 20   in the capacities indicated:

Name	Title
	Chief Executive Officer (principal executive officer)
	Chief Financial Officer (principal financial officer and principal accounting officer)
	Director
	Director
	Director

II-5

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative of Sedibelo Platinum Mines Limited in the United States, has signed this registration statement on                 , 20      .

Authorized U.S. Representative

By:

Name:
Title:

II-6

EX-10.1

Exhibit 10.1

Certain information has been omitted from the exhibit because it is both (i) not material and (ii) of the type that the registrant customarily and actually treats as private or confidential. The omissions have been indicated by (“[***]”).

 

TREATMENT OF CONCENTRATE AND
SALE OF METALS AGREEMENT

BETWEEN

PILANESBERG PLATINUM MINES (PTY) LIMITED

(“PPM”)

and

IMPALA PLATINUM LIMITED

(“Impala”)

Table of Contents

		Page
1.	DEFINITIONS AND INTERPRETATION	2
2.	EXISTING AGREEMENT	9
3.	DELIVERY AND TREATMENT OF CONCENTRATE AND PURCHASE AND SALE OF METALS	9
4.	TERM	9
5.	QUANTITIES OF CONCENTRATE	10
6.	QUALITY OF FLOTATION CONCENTRATE	12
7.	PURCHASE PRICE	15
8.	SMELTING AND REFINING CHARGES	16
9.	PAYMENT	18
10.	DELIVERY OF CONCENTRATE	23
11.	DELIVERY TO ALTERNATIVE SMELTER	24
12.	OWNERSHIP AND RISK	24
13.	CONCENTRATE DISPATCH AND WEIGHT OETERMINATION PROCEDURE	24
14.	SAMPLING	25
15.	ASSAY AND ASSAY SETTLEMENT	25
16.	BREACH	27
17.	REDUCTION IN PURCHASE PRICE AND PREMIUMS	28
18.	FAIRNESS	29
19.	MARKET AND PRICE SOURCE DISRUPTION	30
20.	FORCE MAJEURE	31
21.	DISPUTE RESOLUTION	32
22.	WARRANTIES AND UNDERTAKINGS	34
23.	APPLICABLE LAW	35
24.	CHANGE IN LAW	35
25.	CESSION	35
26.	WAIVER	35
27.	ENTIRE CONTRACT	35
28.	VARIATION, CANCELLATION AND WAIVER	35
29.	NOTICES	36
30.	CONFIDENTIALITY AND PUBLICITY	37
31.	LIMITATION OF LIABILITY	39
32.	SEVERABILITY	39
33.	COSTS	40
34.	SIGNATURE IN COUNTERPARTS	40

SCHEDULE A	42
SCHEDULE B	43
SCHEDULE C	46
SCHEDULE D	47

PREAMBLE:

(A) Impala is a subsidiary of lmplats.

(B) Notwithstanding the provisions of clause 11, Impala will provide access to smelter capacity at Impala Processing and refining capacity at the Impala Refinery.

(C) On or about 23 June 2015 IRS and PPM entered into the Existing Agreement which .included terms and conditions for the delivery of Concentrate by PPM to IRS (now Impala) between 22 December 2015 and 21 December 2018 containing a minimum volume of 225 000oz Pt plus associated Pgms. Based upon PPM‘s recently projected monthly production volumes from the Pilanesberg Platinum Mine and premised upon an agreement between the Parties, that all PPM‘s production shall exclusively be delivered to Impala‘s smelter from 1 July 2018 onwards then, the minimum volume of 225 000oz Pt plus associated Pgms in Concentrate to be delivered by PPM under the Existing Agreement should be realised by or around 21 May 2019.

(D) From 1 July 2018 Impala Refining Services Limited (“IRS) was merged into Impala as a division of lmplats. As a result, the Existing Agreement and its obligations were ceded by IRS to Impala from such date.

(E) Beyond the term of the Existing Agreement between IRS (now Impala) and PPM, PPM anticipates producing further Concentrate up to a maximum grade of 160 g/t (6 Pgm, Pt plus Pd plus Rh plus Au plus Ru plus Ir) from the Pilanesberg Platinum Mine containing Pgms and Base Metals, as set out in Schedule C. The Parties have agreed on the terms and conditions under which Impala will acquire processed Pgms and Base Metals extracted from further Concentrate delivered to it by PPM which terms and conditions are set out below. The terms and conditions of this Agreement shall replace the Existing Agreement and the associated terms and conditions signed 23 .June 2015 which Existing Agreement will terminate on the Effective Date of this Agreement

(F) Deliveries of Concentrate at grades in excess of 160 g/t (6 Pgm) would be subject to a further agreement between PPM and Impala.

AND THE PARTIES HEREBY AGREE

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, including the Preamble, the following words shall have the meaning set out next to them:

1.1.1 “Accounting Batch” means the aggregate of three consecutive truckloads of Concentrate delivered by PPM to Impala Processing, provided that if the number of truckloads of Concentrate so delivered in any Metallurgical Month is not divisible by 3 (three), then the final Accounting Batch for such Metallurgical Month will consist of all remaining truckloads of Concentrate (being less than three truckloads) delivered during that Metallurgical Month for the purposes of cf determining the Accounting Sample;

Page 2

1.1.2	“Accounting Sample”	means the representative sample prepared by Impala Processing and Impala Processing Laboratory from an Accounting Batch in accordance with clause 14 and analysed by the Parties for the purpose of exchange of analysis to establish the quantities of Base Metals and Pgms contained therein;
1.1.3	“Accounting Weight”	means the mass of each Concentrate truck delivery to be established in accordance with clause 13;
1.1.4	“Affiliate”	means in relation to PPM, any other entity:
		1.1.4.1       which directly or indirectly Controls PPM or which is Controlled by PPM; or
		1.1.4.2       which directly or indirectly owns 50% or more of the total economic interest in PPM; or
		1.1.4.3       50% or more of the total economic interest in which entity is directly or indirectly owned by PPM;
1.1.5	“Agreement”	means this agreement including the schedules attached hereto;
1.1.6	“Base Metals”	means nickel (Ni) and copper (Cu);
1.1.7	“Business Day”	means any day not being Saturday, Sunday or a public holiday in the Republic of South Africa;
1.1.8	“Change in Law”	means the promulgation and signing into effect or issue of any Law or the change in the interpretation, administration or application of any Law by a Government authority, after the Signature Date;
1.1.9	“Commencement Date”	means 22 May 2019 or in the event that PPM shall not have delivered the minimum quantity of 225 000oz Pt plus associated Pgms in Concentrate as specified under clause 3.2 of the Existing Agreement signed on 23 June 2015 then the first day of the Metallurgical Month which immediately follows the delivery of such minimum quantity;
1.1.10	“Concentrate”	means flotation concentrate as derived from all ore mined at the Pilanesberg Platinum Mine and all concentrate produced at the Pilanesberg Platinum Mine to which PPM shall have title or shall be the owner in accordance with clause 22 containing Base Metals and Pgms with an estimated Pgm grade of 111g/tonne (6E) and with an

Page 3

		estimated Pgm split of Pt 55.6%, Pd 23.5%, Rh 6.6%, Ru 9.9%, Ir 2.3% and Au 2.0% andwith estimated grades of Ni 1.9% and Cu 1.1 % and gangue materials as outlined in the Concentrate Specification Schedule A;
1.1.11	“Concentrate Delivery Plan”	Means, subject as detailed elsewhere in this Agreement to such minimum ounces of Platinum and such minimum ounces of Platinum, Palladium, Rhodium and Gold (4E) in Concentrate in each Metallurgical Month within defined periods during the term of this Agreement, a schedule to be delivered by PPM to Impala by not later than 31 March each year which shall set out PPM‘s anticipated Metallurgical Monthly volumes of inter alia Pgms and Base Metals and the Metallurgical Monthly Concentrate tonnage for the forthcoming Metallurgical Financial Year. The first such schedule shall relate to deliveries to be made by PPM during Impala‘s Metallurgical Financial Year 2020 and shall be delivered not later than 31 March 2019;
1.1.12	“Concentrate Delivery Schedule”	means Schedule C to this Agreement, which, using reasonable endeavours, provides a best estimate of the anticipated metallurgical annual volumes of inter alia Pgms and Base Metals and the Concentrate tonnage for the term of the Agreement (as per clause 4.1);
1.1.13	“Concentrate Specification Schedule”	means Schedule A which using reasonable endeavours, provides a best estimate of the composition of the Concentrate and which Schedule shall be revised as required in accordance with a quantitative analysis of Concentrate deliveries as delivered under the existing Agreement between the Parties and which Schedule A revision shall be incorporated in an Addendum to this Agreement;
1.1.14	“Control”	In relation to:
		1.1.14.1          a Company means:
		1.1.14.1.1      the beneficial ownership directly or indirectly (whether through the holding of shares in a chain of subsidiaries or otherwise) of more than 50% of the economic interest of that company; and
		1.1.14.1.2      the right directly or indirectly (through the holding of voting shares in a chain of

Page 4

subsidiaries or otherwise) to exercise more than 50% of the voting rights in respect of the issued shares of that company; and

1.1.14.1.3      the power directly or indirectly (through the holding of voting shares in a chain of subsidiaries or otherwise) to appoint and remove the majority of the board of directors of that company; and

1.1.14.1.4      generally the ability or entitlement to exercise a dominant or controlling influence over the affairs of that company;

1.1.14.2          in relation to any other person or entity, means the power, directly or indirectly, to direct or cause the direction of the management and policies of such other person, whether through the ownership of voting securities, by contract or otherwise;

1.1.14.3         With specific reference to Kell metallurgical process operation as referred to in clause 5.3.1. it is recognized that the source(s) of capital funding for any such metallurgical operation is at the time of establishing this Agreement unconfirmed and may involve a consortium of investors. Whereas it is likely that PPM and/or its Affiliates shall control such entity, disproportionate investment in such Kell metallurgical process operation by others, (which shall exclude existing Base Metal and Pgm refiners in RSA), may result in an entity controlled by a consortium of investors

Page 5

		including PPM and/or its Affiliates.
1.1.15	“DMT”	means dry metric Tonne i.e. 1000 kilograms or 2204.622 pounds of material without any moisture content;
1.1.16	“Effective Date”	means the Commencement Date;
1.1.17	“Existing Agreement”	means the prior agreement dated 23 June 2015 which provided terms and conditions for the delivery of Concentrate for the period between 22 December 2015 and 21 December 2018 or until a minimum of 225 000oz Pt plus associated Pgms had been delivered in Concentrate by PPM to IRS or to Impala following the cession of the Existing Agreement as referred above. The Existing Agreement shall effectively terminate on the Effective Date of this Agreement;
1.1.18	“Filter Cake”	means the Concentrate product after the filtration process by PPM;
1.1.19	“Impala”	means Impala Platinum Limited a company incorporated in the Republic of South Africa with registration number 1952/071942/06;
1.1.20	“Impala Processing”	means the smelting facilities of Impala near Rustenburg;
1.1.21	“Impala Processing Laboratory”	means the laboratories of Impala used to conduct the sample preparation and assaying process;
1.1.22	“Impala Refinery”	means the base metal and precious metal refining facilities of Impala situated in Springs;
1.1.23	“Implats”	means Impala Platinum Holdings Limited, a company incorporated in the Republic of South Africa with registration number 1957 /001979/06;
1.1.24	“IRS”	means Impala Refining Services Limited a company which was incorporated in the Republic of South Africa with registration number 1968/009670/06, a wholly owned subsidiary of lmplats which was merged into Impala as a division following a restructure by lmplats on or around 1 July 2018;
1.1.25	“Law”	means all legislation, statutes, regulations, directives, orders, notices, promulgations and other decrees of any authority, which have the force of law or which it would be an offence not to obey, and the common law, as amended, replaced, re-enacted, reinstated or

Page 6

		re-interpreted from time to time of the Republic of South Africa;
1.1.26	“Merensky”	means that reef which is mainly pyroxenitic in character having narrow chromite seams or dissemination of chromite within it, characteristically containing Pgms in the Upper Critical Zone of the Bushveld Complex as defined in Chapter 4.3 of the Stratigraphy of South Africa (Geological Survey Handbook 8 of 1980);
1.1.27	“Metallurgical Financial Year”	means Impala‘s metallurgical financial year comprising 12 (twelve) consecutive standard Metallurgical Months, commencing with the Metallurgical Month of July each year (which month of July shall commence on the 22nd June) and which Metallurgical financial year shall terminate on the 21st June of the following year;
1.1.28	“Metallurgical Month”	means Impala‘s standard metallurgical month in accordance with the requirements of its cost accounting system and ending on the 21st of each Month;
1.1.29	“Month”	means a calendar month, being the period commencing on the first and ending on the last day of each month in terms of the Gregorian calendar;
1.1.30	“Parties”	means the Parties to this Agreement being PPM and Impala and “Party” shall mean any one of them as the context may require;
1.1.31	“Percentage Paid”	means the percentage of contained metal value paid as stipulated in clause 7.1 being [***] for Platinum, [***] for Palladium, [***] for Rhodium, [***]for Gold, [***] for Nickel, [***] for Copper, [***] for Ruthenium and [***] for Iridium;
1.1.32	“Pgms”	means Platinum (Pt), Palladium (Pd), Gold (Au), Rhodium (Rh), Iridium (Ir) and Ruthenium (Ru) and “Pgm” means any of such metals;
1.1.33	“PPM”	means Pilanesberg Platinum Mines (Proprietary) Limited, a company incorporated in the Republic of South Africa, with registration number 2002/015572/07;
1.1.34	“Purchase Price”	means the purchase price of the metals extracted from the Concentrate in US$, as calculated in terms of clauses 7.1 and 7.2, and which price shall thereafter for the purposes of this Agreement be converted to SA Rand in accordance with clause 7.3;

Page 7

1.1.35	“R” or “Rand” or “ZAR” or “SA Rand”	means South African Rand;
1.1.36	“Rights”	means the mining right held or to be held by PPM inter alia over the farm Tuschenkomst 135 JP and surrounding properties as well as the extended Sedibelo mining area, collectively the Pilanesberg Platinum Mine, including any renewal thereof or amendment thereto;
1.1.37	“Signature Date”	means the date of signature of this Agreement by the last signing of the signatories, provided all Parties sign the Agreement;
1.1.38	“Tonne” or “mt or “ton”	means a metric tonne;
1.1.39	“Troy ounce” or “troy oz” or “tr.oz” or “oz”	means the equivalent of 31.1035 grams;
1.1.40	“US$” “$” or “US Dollar”	means United States of America Dollar;
1.1.41	“VAT”	means value added tax as provided for in the Value Added Tax Act 89 or 1991.

In this Agreement all contained metal values will be calculated and rounded to two decimal places, values in percent will be calculated and rounded to three decimal places, masses in Tonnes and Troy ounces will be rounded to three decimal places, masses in kilograms will be rounded to one decimal place and all metal prices will be stated in US$ rounded to four decimal places. Analytical results for exchange between the Parties shall be reported to three decimal places as shall settled assays between the Parties.
The schedules to this Agreement are:-
	Schedule A	:	Concentrate Specification Schedule
	Schedule B	:	Procedure for Impala Processing Site Sample Preparation
	Schedule C:	:	Concentrate Delivery Schedule
	Schedule D	:	Summarised Agreement Terms

1.2 Clause and paragraph headings are for purposes of reference only and shall not be used in interpretation

1.3 Unless the context clearly indicates a contrary intention any word connoting:

1.3.1 any gender includes the other gender;

1.3.2 the singular includes the plural and vice versa;

1.3.3 natural persons includes artificial persons and vice versa;

1.3.4 insolvency includes provisional or final sequestration, liquidation or judicial management.

Page 8

2. EXISTING AGREEMENT

The Parties hereby record and agree that notwithstanding anything to the contrary in the Existing Agreement:

2.1 PPM shall have until 21 May 2019 or such later date as may be agreed between the Parties in writing to deliver to IRS any amount which is outstanding of the minimum of 225 000oz Pt plus associated Pgms in Concentrate contemplated in clause 3.1 of the Existing Agreement (the “Outstanding Quantity”); and

2.2 provided that PPM delivers the Outstanding Quantity to IRS by no later than 21 May 2019 or such later date as may be agreed between the Parties in writing, PPM shall not be in breach of any of its obligations under the Existing Agreement to deliver any Pt lus associated Pgms in Concentrate during the time periods specified in the Existing Agreement and IRS hereby irrevocably and unconditionally waives all and any claims which it may have against PPM in connection therewith.

3. DELIVERY AND TREATMENT OF CONCENTRATE AND PURCHASE AND SALE OF METALS

PPM hereby agrees to sell on an exclusive basis to Impala which hereby agrees to purchase the relevant Pgms and Base Metals in Concentrate as derived from all ore mined at the Pilanesberg Platinum Mine and all Concentrate as produced at the Pilanesberg Platinum Mine to which PPM shall have title or shall be the owner in ‘accordance with clause 22, and delivered by PPM to Impala for treatment and processing, on the terms and conditions as set out in this Agreement.

4. TERM

4.1 Subject to the provisions of clause 5.3.1 this Agreement shall commence on the Commencement Date and subject to termination in terms of clause 16, or unless the term is suspended as a result of the reserves no longer being economically mineable, as advised by, PPM, shall remain in force until 21 May 2022 (inclusive) or for a minimum of three calendar years from the Commencement Date by which date subject to the further provisions of clause 4.3 a minimum of 250 000oz Pt plus associated Pgms in ratio typically as outlined in clause 6 shall have been delivered in Concentrate by PPM to Impala.

4.1.1 If at any time during the term of this Agreement, PPM through further mine development or otherwise anticipates that PPM shall be able to consistently deliver more than the minimum quantities of Pt plus 4E as outlined under clause 4.2 and clause 6.2 then PPM shall notify Impala in writing as soon as possible thereof. Although a shorter period may be agreed between the Parties in writing, PPM shall typically advise Impala twelve months in advance of when such increase in the monthly delivery of Pt and 4E in Concentrate is likely to commence. In such event the Parties shall meet in good faith in order to agree an increase to the minimum rolling average as outlined under clause 4.2 and clause 6.2 and a revision to Schedule C for the balance of the Agreement. Such additional Concentrate would be treated and processed by Impala in accordance with the terms and conditions of this Agreement.

4.2 Subject to clause 4.3 and clause 5.3 and provided only that for the period 22 May 2019 to 21 May 2022 or for such three calendar years within which PPM delivers Concentrate to Impala under this Agreement, the total contained metal production in Concentrate from the Pilanesberg Platinum Mine shall be not less than 250 000oz Pt plus associated Pgms in ratio typically as outlined in clause 6, PPM warrants;

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4.2.1 To deliver a minimum of 90 300oz Pt plus associated Pgms in ratio typically as outlined in clause 6 in Concentrate to Impala between 22 May 2019 and 21 May 2020 or to deliver such minimum of 90 300oz Pt plus associated Pgms in ratio typically as outlined in clause 6 in Concentrate within the first calendar year of Concentrate deliveries by PPM to Impala under this Agreement and;

4.2.2 To deliver a minimum of 85 485oz Pt plus associated Pgms in ratio typically as outlined in clause 6 in Concentrate to Impala between 22 May 2020 and 21 May 2021 or to deliver such minimum of 85 485oz Pt plus associated Pgms in ratio typically as outlined in clause 6 in Concentrate within the second calendar year of Concentrate deliveries by PPM to Impala under this Agreement and;

4.2.3 Subject to the provisions of clause 5.3, clause 6.2.2.1 and clause 6.2.2.3 to deliver a minimum of 250 000oz Pt plus associated Pgms in ratio typically as outlined in clause 6 in Concentrate to Impala between 22 May 2019 and 21 May 2022 or to deliver a minimum of 250 000oz Pt plus associated Pgms in ratio typically as outlined in clause 6 in Concentrate within the three calendar year term of this Agreement within which PPM delivers Concentrate to Impala. Should for whatsoever reason including but not limited to a Force Majeure event(s) the total contained metal production in Concentrate from the Pilanesberg Platinum Mine be less than 250 000oz Pt plus associated Pgms between 22 May 2019 and 21 May 2022 or within the three calendar year term of this Agreement within which PPM delivers Concentrate to Impala, then the Agreement shall continue at Impala‘s sole and absolute discretion until a minimum of 250 000oz Pt plus associated Pgms in ratio have been delivered in Concentrate by PPM to Impala. In such event PP.M shall use reasonable endeavours to deliver the balance of the minimum 250 000oz Pt plus associated Pgms in the shortest practical period beyond 21 May 2022 or beyond the three calendar year term of this Agreement within which PPM delivers Concentrate to Impala.

4.3 If this Agreement is suspended as a result of the reserves being no longer economically mineable, and such circumstance ls no longer applicable such that the Pilanesberg Platinum Mine shall once more be in production, then PPM shall deliver the balance of the 250 000oz Pt plus associated Pgms typically as outlined in clause 6 in Concentrate to Impala, on the terms and conditions as set out in this Agreement.

4.4 Should the Parties be desirous of extending the duration of this Agreement beyond 21 May 2022 or beyond the three calendar year term within which PPM delivers Concentrate to Impala under this Agreement, the Parties shall not later than 21 June 2021, enter into negotiations with a view to extending the Agreement upon such terms as may be agreed upon at that time.

5. QUANTITIES OF CONCENTRATE

5.1 Subject to Clause 4.1.1 PPM shall use reasonable endeavours to deliver the contained metal volumes delivered in Concentrate generally in accordance with the provisions of Schedule C.

5.2 Throughout the Agreement term, PPM shall use reasonable endeavours to ensure that the average Chrome Oxide content in all Concentrate deliveries during any one Metallurgical Month shall be less than 12.5 (twelve point five) kilograms per tonne failing which Impala shall be entitled but not obliged to

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suspend deliveries of Concentrate. Impala would be entitled thereafter to demand a pre-advice of all future Accounting Batch Chrome Oxide tenors before delivery based on a PPM sample until such time as PPM can demonstrate to Impala that Chrome Oxide tenors below 12.5 (twelve point five) kilograms per tonne can be achieved on a consistent basis such that any possible suspension of deliveries of Concentrate may be lifted.

5.3

In the event only within the term of this Agreement that PPM advises Impala on not less than 18 months’ notice in advance of commissioning its own Kell metallurgical process operation and thereafter PPM or an Affiliate of PPM successfully constructs and commissions its own Kell metallurgical process operation which is capable of processing the total contained metal production in Concentrate as projected thereafter from the Pilanesberg Platinum Mine, then;

5.3.1 PPM shall confirm and advise Impala of the projected “Commissioning Date” which shall mean the date upon which first Concentrate shall be processed through such Kell metallurgical process operation, no less than 6 (six) Months prior to such Commissioning Date. Provided such Commissioning Date shall fall within the term of this Agreement then PPM:

5.3.1.1 Shall continue to sell all Concentrate as derived from all ore mined at the Pilanesberg Platinum Mine and all Concentrate as produced at the Pilanesberg Platinum Mine to which PPM shall have title or shall be the owner in accordance with clause 22 to Impala up to such Commissioning Date.

5.3.1.2 Shall in such instance be obliged to deliver a minimum of 212 900oz Pt plus associated Pgms in ratio typically as outlined in clause 6 in Concentrate to Impala between 22 May 2019 and 21 May 2022 or within the 3 (three) calendar year term of this Agreement.

5.3.1.3 May continue at its sole and absolute discretion to deliver Concentrate to Impala after the Commissioning Date beyond the minimum of 212 900oz in Concentrate as referred under clause 5.3.1.2.

5.3.1.4 Should PPM during the term of this Agreement, retain some of its Concentrate for processing through its Kell process, only then before directly or indirectly contracting with any third party for the sale/and or delivery of such resultant product after PPM has processed Concentrate through its own metallurgical processes, PPM shall negotiate in good faith commercial terms with Impala for such resultant product which terms would come into effect immediately after any Concentrate were routed to the PPM metallurgical processes. In the event that the Parties are unable to reach agreement on commercial terms for such resultant product then Impala would have a right within 10 (ten) Business Days to match bona fide unconditional and irrevocable terms which PPM may obtain from reputable third parties. For the avoidance of doubt deliveries of contained metal volumes in such resultant product by PPM to Impala shall in no manner play any part in discharging PPM‘s minimum obligation to deliver 212 900oz Pt plus associated Pgms in the form of Concentrate to Impala before 21 May 2022 or within the three calendar year term

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within which PPM delivers Concentrate to Impala under this Agreement.

5.4 By not later than 31 March of each year, PPM shall deliver to Impala a Concentrate Delivery Plan. The maximum Concentrate deliveries in any one Metallurgical Month shall be limited to 4 300 DMT, unless otherwise agreed to in writing by Impala. Impala shall only be required to maintain sufficient capacity at Impala Processing and the Impala Refinery as advised by PPM in its then current Concentrate Delivery Plan.

5.5 The Concentrate shall be delivered by PPM in trucks as Filter Cake to Impala Processing. It is anticipated that the Filter Cake in each Accounting Batch shall have typically 17.5% but less than 20% moisture content (defined as the mass of the moisture content of the Filter Cake expressed as a percentage of the mass of the Filter Cake) as received at Impala Processing. If in retrospect analysis shows that in any one Metallurgical Month more than five Accounting Batches had a moisture content in excess of 20% then the Parties agree to discuss the impact thereof. Impala shall have the right to demand pre-advice of all future moisture content before delivery based upon a PPM sample and, should the Filter Cake in any Accounting Batch contain more than 20% moisture content, then Impala may in its sole and absolute discretion reject such Concentrate.

6. QUALITY OF FLOTATION CONCENTRATE

The Parties envisage that the Concentrate will contain the following. approximate concentrations of Pgms and Base Metals:

6.1 Concentrate is envisaged to contain a typical Metallurgical Monthly average metal distribution as follows:

Metal		Concentration
Platinum	Pt	62	grams per Tonne
Palladium	Pd	28	grams per Tonne
Gold	Au	2	grams per Tonne
Rhodium	Rh	8	grams per Tonne
Ruthenium	Ru	11	grams per Tonne
Iridium	Ir	3	grams per Tonne
Nickel	Ni	19.5	kilograms per Tonne
Copper	Cu	11.4	kilograms per Tonne
(all Analysis on a dray basis)

6.2 For the avoidance of doubt and by way of example, for the period 22 May 2019 to 21 May 2020 or for the first calendar year of this Agreement in a typical Metallurgical Monthly production quantity of 3 775 DMT of Concentrate, the Parties envisage that the content would typically be:

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Metal		Contained Metal		Average Concentration
Platinum	Pt	7 525	Troy ounces	62	grams per Tonne
Palladium	Pd	3 398	Troy ounces	28	grams per Tonne
Gold	Au	243	Troy ounces	2	grams per Tonne
Rhodium	Rh	971	Troy ounces	8	grams per Tonne
Ruthenium	Ru	1 35	Troy ounces	11	grams per Tonne
Iridium	Ir	364	Troy ounces	3	grams per Tonne
Nickel	Ni	74	Tonnes	19.5	kilograms per Tonne
Copper	Cu	43	Tonnes	11.4	Kilograms per Tonne
Chrome Oxide	Cr2O3	<46	Tonnes	12.5	kilograms per Tonne

The aggregate Platinum, Palladium, Rhodium and Gold content (4E content) in any one Metallurgical Month may vary between 10 950 and 13 350oz 4E in Concentrate in the first calendar year of this Agreement, between 1 O 300 and 12 600oz 4E in the second calendar year of this Agreement and between 9 000 and 11 000oz 4E in the third calendar year of this Agreement. For the avoidance of doubt, no less than 6 500oz Pt plus associated Pgms in Concentrate may be delivered by PPM to Impala in any one Metallurgical Month throughout the first two calendar years of this Agreement and no less than 5 500oz Pt plus associated Pgms in Concentrate may be delivered by PPM to Impala in any one Metallurgical Month throughout the third calendar year of this Agreement.

6.2.1 During the period 22 May 2019 to 21 May 2022 or during the three calendar year term within which PPM delivers Concentrate to Impala under this Agreement (excepting an event· of Force Majeure as contemplated in clause 20, in which event the provisions of clause 20 shall apply and which period of Force Majeure thereof shall be excluded from the determination of the minimum rolling average) PPM shall use best endeavours to ensure that a minimum rolling average of 7 100oz Pt and approximately° 11 450oz 4E in Concentrate is maintained at all times throughout the first calendar year, a minimum rolling average of 6 700oz Pt and approximately 10 800oz 4E in Concentrate is maintained at all times throughout the second calendar year and a minimum rolling average of 6 100oz Pt and approximately 9 840oz 4E is maintained at all times throughout the third calendar year of this Agreement.

6.2.2 Subject to the provisions of clause 4.1.1, clause 5.3, clause 6.2.2.1.1 and clause 4.3 by way of Concentrate delivery breakdown and for the avoidance of doubt the minimum quantities and the minimum rolling averages of Platinum and 4E to be delivered and maintained within each defined period of this Agreement shall be as follows:

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Period	Duration	Minimum Rolling Averages per month		Average delivery for Periods 1, 2 and 3		Minimum Totals per Defined Duration
		Oz/Pt	Ox/4E	Oz/Pt	Ox/4E	Oz/Pt	Oz/4E
1.	22/05/2019 to 21/05/2020 (or for the 1st calendar year of Concentrate deliveries under this Agreement)	7 100	11 450	7 525	12 137	90 300	145 65
2.	22/05/2019 to 21/05/2020 (or for the 2nd calendar year of Concentrate deliveries under this Agreement)	6 700	10 800	7 124	11 490	85 488	137 884
3.	22/05/2019 to 21/05/2020 (or for the 3rd calendar year of Concentrate deliveries under this Agreement)	6 100	9 840	6 187	9 979	74 244*	119 748
		Total 21/05/2022 or within the three Calendar years of Concentrate deliveries under this Agreement				250 032	403 277

For the further avoidance of doubt:

6.2.2.1 Should it happen that during any of the period(s) as defined in the table above that the minimum totals per such defined duration are exceeded this shall not influence the minimum totals for the period(s) to follow but shall naturally result in the total quantity of Platinum and total 4E exceeding the minimum totals as above before 21 May 2022 or within the three calendar year term within which PPM delivers Concentrate to 6.2.2.2 Impala under this Agreement;

6.2.2.1.1 *In accordance with the specific provisions of clause 5.3.1 only in the event that PPM or an Affiliate of PPM successfully constructs its own. Kell metallurgical process operation within the term of this Agreement which is capable of processing the total contained metal production in Concentrate as projected thereafter from the Pilanesberg Platinum Mine then PPM shall continue to deliver all Concentrate to Impala up to the Commissioning Date for such Kell operation but subject to clause 5.3.1.2 may at its sole and absolute discretion retain up to a maximum of 37 122oz Pt plus associated Pgms in Concentrate from the third calendar year of this Agreement for processing through such Kell operation.

6.2.2.2 As per the provisions of clause 6.2 above no less than 6 500oz Pt plus associated Pgms in Concentrate may be delivered by PPM to Impala in any one Metallurgical Month throughout the first two calendar years of this Agreement term and subject to clause 5.3 and clause 6.2.2.1, no less than 5 500oz Pt plus associated Pgms in Concentrate may be delivered by PPM to Impala in any one Metallurgical Month throughout the third calendar year of this Agreement.

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6.2.2.3 If for reasons unforeseen at this stage excluding the establishment of a Kell metallurgical process operation, PPM using its best endeavours fails to deliver the minimum volume. of· 250 000oz Pt plus associated Pgms in the form of Concentrate to Impala before 21 May 2022 or within the three calendar year term within which PPM delivers Concentrate to Impala under this Agreement (but not less than 230 000oz Pt plus associated Pgms in the form of Concentrate to Impala within the three calendar year term within which PPM delivers Concentrate to Impala under this Agreement) then PPM may deliver the balance of Pt plus associated Pgms in Concentrate within three Metallurgical Months after the three calendar year term within which PPM delivers Concentrate to Impala under this Agreement. The associated Smelting and Refining charges for such Concentrate delivered following the three calendar year term within which PPM delivers Concentrate to Impala under this Agreement shall be in accordance with the provisions of clause 8.4.

6.2.3 Should the Pgm/Base Metal distribution vary materially from that indicated or the Pgm grade (6E) be less than 97 g/t in any one Metallurgical Month then the Parties will renegotiate with each other at that time in good faith on a revision of the terms as outlined in this Agreement.

7. PURCHASE PRICE

7.1 With reference to the ruling market prices set out in clause 7.2 below, Impala shall pay to PPM for the Pgms and Base Metals extracted from the· Concentrate delivered in respect of the Concentrate delivered during each Metallurgical Month:

7.1.1 [***] % of the US$ Pt value contained in the Concentrate;

7.1.2 [***] % of the US$ Pd value contained in the Concentrate;

7.1.3 [***] % of the US$ Au value contained in the Concentrate;

7.1.4 [***] % of the US$ Rh value contained in the Concentrate;

7.1.5 [***] % of the US$ Ru value contained in the Concentrate;

7.1.6 [***] % of the US$ Ir value contained in the Concentrate;

7.1.7 [***] % of the US$ Ni value contained in the Concentrate; and

7.1.8 [***] % of the US$ Cu value contained in the Concentrate.

For the purposes of this clause 7.1, the value of a Pgm or Base Metal shall be the quantity by mass of that Pgm or Base Metal multiplied by the applicable Ruling Market Price in clause 7.2.

7.2 Ruling Market prices for:

Platinum, will be [***].

Palladium, will be [***]

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Gold, will be [***]

Rhodium, Ruthenium and Iridium will be [***]

Nickel will be the [***]

Copper will be the [***]

7.3 For the purpose of this Agreement, the ruling exchange rate to be utilised to convert US Dollars to South African Rands shall be the average of the 09:00 daily rates quoted by the Standard Bank of South Africa Limited International Branch, Johannesburg over the Month for the Month prior to the Month of payment.

7.4 All prices calculated in terms of clauses 7.1, 7.2 and 7.3 are exclusive of VAT.

8. SMELTING AND REFINING CHARGES

PPM shall pay to Impala in respect of smelting and refining, the following charges calculated using the formulae below, where G is the grams per ton of 6 Pgm: Platinum, Palladium, Rhodium, Ruthenium, Iridium and Gold (i.e. 6Pgm g/t, Pt plus Pd plus Rh plus Ru plus Ir plus Au) in any one Accounting Batch.

8.1 For all Concentrate deliveries between 22 May 2019 and 21 December 2019

8.1.1 For all Concentrate grading above 117g/t (6Pgm) in an Accounting Batch up to a ·maximum of 16Qg/t (6Pgm) in aggregate the charge shall be:

[***] per DMT of Concentrate (excluding VAT).

8.1.2 For Concentrate grading below 117g/t (6Pgm) the charge shall be a flat [***] per dry tonne of Concentrate (Excluding VAT).

8.1.3 Charges for Concentrate grading above 160g/t (6Pgm) shall be subject to further agreement between the Parties.

8.1.4 Should the weighted average Nickel plus Copper tenor (for the avoidance of doubt this shall mean the average sum of the Nickel and Copper tenors) in any one Metallurgical Month be in excess of 4.0% Nickel plus Copper then all such Concentrate delivered in such Metallurgical Month shall be subject to an additional charge of [***] per DMT of Concentrate (excluding VAT).

8.1.5 Should the weighted average Nickel plus Copper tenor (for the avoidance of doubt this shall mean the average sum of the Nickel and Copper tenors) in any one Metallurgical Month be in excess of 6.0% Nickel plus Copper then the Parties shall meet in good faith to agree an appropriate additional charge per DMT of Concentrate.

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8.2 For all Concentrate deliveries between 22 December 2019 and 21 December 2020

8.2.1 For all Concentrate grading above 11 Og/t (6Pgm) in an Accounting Batch up to a maximum of 160g/t (6Pgm) in aggregate the charge shall be:

8.2.2 [***] per DMT of Concentrate (excluding VAT)

8.2.3 For Concentrate grading below 11 Og/t (6Pgm) the charge shall be a flat [***] per dry tonne of Concentrate (Excluding VAT).

8.2.4 Charges for Concentrate grading above 160g/t (6Pgm) shall be subject to further agreement between the Parties.

8.2.5 Should the weighted average Nickel plus Copper tenor (for the avoidance of doubt this shall mean the average sum of the Nickel and Copper tenors) in any one Metallurgical Month be in excess of 4.0% Nickel plus Copper then all such Concentrate delivered in such Metallurgical Month shall be subject to an additional charge of [***] per DMT of Concentrate (excluding VAT).

8.2.6 Should the weighted average Nickel plus Copper tenor (for the avoidance of doubt this shall mean the average sum of the Nickel and Copper tenors) in any one Metallurgical Month be in excess of 6.0% Nickel plus Copper then the Parties shall meet in good faith to agree an appropriate additional charge per DMT of Concentrate.

8.3 For all Concentrate deliveries between 22 December 2020 and 21 December 2021

8.3.1 For all Concentrate grading above 11 Og/t (6Pgm) in an Accounting Batch up to a maximum of 160g/t (6Pgm) in aggregate the charge shall be:

8.3.2 [***] per DMT of Concentrate (excluding VAT)

8.3.3 For Concentrate grading below 110 g/t (6Pgm) the charge shall be a flat [***] per dry tonne of Concentrate (Excluding VAT).

8.3.4 Charges for Concentrate grading above 160g/t (6Pgm) shall be subject to further agreement between the Parties.

8.3.5 Should the weighted average Nickel plus Copper tenor (for the avoidance of doubt this shall mean the average sum of the Nickel and Copper tenors) in any one Metallurgical Month be in excess of 4.0% Nickel plus Copper then all such Concentrate delivered in such Metallurgical Month shall be subject to an additional charge of [***] per DMT of Concentrate (excluding VAT).

8.3.6 Should the weighted average Nickel plus Copper tenor (for the avoidance of doubt this shall mean the average sum of the Nickel and Copper tenors) in any one Metallurgical Month be in excess of 6.0% Nickel plus Copper then the Parties shall meet in good faith to agree an appropriate additional charge per DMT of Concentrate.

8.4 For all Concentrate deliveries between 22 December 2021 and 21 May 2022

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8.4.1 For all Concentrate grading above 11 Og/t (6Pgm) in an Accounting Batch up to a maximum of 160g/t (6Pgm) in aggregate the charge shall be:

[***] per DMT of Concentrate (excluding VAT)

8.4.2 For Concentrate grading below 110 g/t (6Pgm) the charge shall be a flat [***] per dry tonne of Concentrate (Excluding VAT).

8.4.3 Charges for Concentrate grading above 160g/t (6Pgm) shall be subject to further agreement between the Parties.

8.4.4 Should the weighted average Nickel plus Copper tenor (for the avoidance of doubt this shall mean the average sum of the Nickel and Copper tenors) in any one Metallurgical Month be in excess of 4.0% Nickel plus Copper then all such Concentrate delivered in such Metallurgical Month shall be subject to an additional charge of [***] per DMT of Concentrate (excluding VAT).

8.4.5 Should the weighted average Nickel plus Copper tenor (for the avoidance of doubt this shall mean the average sum of the Nickel and Copper tenors) in any one Metallurgical Month be in excess of 6.0% Nickel plus Copper then the Parties shall meet in good faith to agree an appropriate additional charge per DMT of Concentrate.

8.4.6 If in order for PPM to deliver the minimum quantity’ of a 250 000oz Pt plus associated Pgms in ratio to Impala under this Agreement Concentrate deliveries must continue beyond 21 May 2022 then for the avoidance of doubt the charge referred under clause8.4.1 shall be extended for all Concentrate deliveries up to and including 21 December 2022.

9. PAYMENT

9.1 Subject to clause 19 below and the deduction of all appropriate smelting and · refining charges as set out in clause 8 and clause 9.1.1 below, Impala will pay to PPM any amount due in terms of clause 7 above on the tenth Business Day of the Month following the month of outturn where the month of outturn shall mean the close of the second Metallurgical Month after the Metallurgical Month of Concentrate delivery for 80 (eighty) percent of the purchase percentage for each metal as indicated in clause 7.1 and the close of the fourth Metallurgical Month after the Metallurgical Month of Concentrate delivery for 20 (twenty) percent of the purchase percentage for each metal as indicated in clause 7.1.

9.1.1 For the avoidance of doubt the Parties agree by way of example that for Concentrate delivered in the October 2019 Metallurgical Month the Month of outturn shall be December 2019 and payment for 80 (eighty) percent of the purchase percentage [***] shall be made by Impala to PPM on 15 January 2020 with reference to December 2019 prices less all appropriate smelting and refining charges and penalties applicable to all Concentrate delivered in the October 2019 Metallurgical Month and payment for 20 (twenty) percent of the purchase percentage shall be made by Impala to PPM on 13 March 2020 with reference to February 2020 prices.

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9.1.2 Impala shall pay the amounts due inclusive of the VAT portion of such Purchase Price to the credit of a nominated PPM account in the Republic of South Africa. The rate of conversion will be determined in accordance with clause 7.3.

9.2 Any reduction in the Purchase Price pursuant to the provisions of clause 17 below shall be effective on the date of payment for 80 (eighty) percent of the purchase percentage as provided for in clause 9.1.1. Impala shall advise PPM in writing of any reduction in the Purchase Price and the Parties shall agree the final invoice amount in writing a minimum of two Business Days prior to payment to PPM for 80 (eighty) percent of the purchase percentage as provided for in clause 9.1.1.

9.3 PPM shall ensure that invoices (including VAT) are issued to Impala by no later than 2 (two) Business Days before payment shall be made in terms of this clause 9. Impala shall ensure the timeous provision of all information required by PPM to enable PPM to provide such invoices.

9.4 In order to meet PPM‘s ongoing working capital requirements, PPM requires pipeline finance and/or financing commitments (“the Funding Commitments”) from an established financial institution (“the Funder”). In the event that, at any point during the term of this Agreement:

9.4.1 the Funder withdraws, cancels or elects not to renew the Funding Commitments made or in the case of renewal to be made available to PPM (whether in part or in whole) for reasons related to Impala as the purchaser of Pgms and Base Metals from PPM in terms of this Agreement (the “Withdrawn Funding Commitments”); or

9.4.2 the Funder indicates or suggests that it may take any action contemplated in clause 9.4.1 above,

being the “Relevant Event”, then PPM shall deliver written notice to Impala advising Impala of such Relevant Event, as soon as reasonably practicable after bec6ming aware of such Relevant Event (“Withdrawal of Funding Notice”).

9.5 In the event of a Relevant Event contemplated in clause 9.4.1:

9.5.1 the Withdrawal of Funding Notice shall (i) specify whether the Funding Commitment has been withdrawn, cancelled or not renewed in whole or in part and, if in part, the extent of such withdrawal, cancellation or nonrenewal, as the case may be, (ii) include a confirmation by PPM that such withdrawal, cancellation or non-renewal by the Funder was as a result of the Funder's concerns relating to Impala as the purchaser of Pgms and Base Metals from PPM in terms of this Agreement and, where possible, attaching evidence to that effect, (iii) specify the resultant shortfall in PPM's ongoing working capital requirements arising as a result of such withdrawal, cancellation or non-renewal ("Funding Shortfall") and (iv) specify any applicable notice period provided by the relevant Funder in relation to such withdrawal, cancellation or nonrenewal ("Funding Withdrawal Notice Period");

9.5.2 the Parties shall meet as soon as is practically possible after delivery of a Withdrawal of Funding Notice to Impala in order to discuss in good faith all available options in relation to reinstatement of the Withdrawn Funding Commitments and/or the procurement of suitable replacement financing commitments in respect of the Funding Shortfall (on terms and conditions no more onerous to PPM than the Withdrawn Funding

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Commitments) (“Suitable Replacement Funding”), in either event prior to the expiry of any Funding Withdrawal Notice Period;

9.5.3 if prior to expiry of the Funding Withdrawal Notice Period, the Withdrawn Funding Commitments are reinstated or PPM is able to procure Suitable Replacement Funding, this Agreement shall continue on the same terms and conditions as if no Withdrawal of Funding Notice had been delivered;

9.5.4 if by the date falling 7 (seven) days before the expiry of the Funding Withdrawal Notice Period, the Withdrawn Funding Commitments have not been reinstated and PPM has been unable in good faith to procure Suitable Replacement Funding, then Impala shall notify PPM in writing as to whether, with effect from the date of expiry of the Funding Withdrawal Notice Period that:

9.5.4.1 either Impala shall provide Suitable Replacement Funding to PPM mutatis mutandis in accordance with the terms and conditions of the Withdrawn Funding Commitments for a period of 3 (three) months determined from the date of expiry of the Funding Withdrawal Notice Period, or such longer period as may be agreed by the Parties in writing ("Additional Financing Period"); or

9.5.4.2 PRM shall, notwithstanding any other provision of this Agreement, be entitled to take any action that the Funder may require in order for the Withdrawn Funding Commitments to be re-instated, including, without limitation that,

9.5.4.2.1 if the Funding Commitment has been withdrawn, . cancelled or not renewed in part then to supply Impala with Concentrate volumes in proportion to the percentage of Funding Commitment retained and to supply the balance of Concentrate to other refiners for the duration of the Additional Financing Period; or

9.5.4.2.2 if the Funding Commitment has been withdrawn, cancelled or not renewed in whole then ceasing to supply Impala with Concentrate under this Agreement and to supply Concentrate to other refiners for the duration of the Additional Financing Period,

provided that if Impala fails to. deliver a notice contemplated in this clause 9.5.4 on or before the date of expiry of the Funding Withdrawal Notice Period, PPM shall (in its sole discretion) be entitled to take any action in accordance with clause 9.5.4.2 above;

9.5.5 if by the date falling 7 (seven) days before the expiry of any applicable Additional Financing Period, the Withdrawn Funding Commitments have not been reinstated and PPM has in good faith been unable to procure Suitable Replacement Funding, then Impala shall notify PPM in writing as to whether, with effect from the date of expiry of the applicable Additional Financing Period that:

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9.5.5.1 either Impala shall provide Suitable Replacement Funding to PPM mutatis mutandis in accordance with the terms and conditions of the Withdrawn Funding Commitments for the remaining term of this Agreement; or

9.5.5.2 PPM shall, notwithstanding any other provision of this Agreement, be entitled to take any action that the Funder may require in order for the Withdrawn Funding Commitments to be re-instated, including, without limitation that,

9.5.5.2.1 if the Funding Commitment has been withdrawn, cancelled or not renewed in part then to supply Impala with Concentrate volumes in proportion to the percentage of Funding Commitment retained and to supply the balance of Concentrate to other refiners for the remaining term of this Agreement ;or

9.5.5.2.2 if the Funding Commitment has been withdrawn, cancelled or not renewed in whole then ceasing to supply Impala with Concentrate under this Agreement and to supply Concentrate to other refiners for the remaining term of this Agreement, provided that if Impala fails to deliver a notice contemplated in this clause 9.5.5 on or before the date of expiry of the applicable Additional Financing Period, PPM shall (in its sole discretion) be entitled to take any action in accordance with clause 9.5.5.2 above.

9.6 In the event of a Relevant Event contemplated in clause 9.4.2:

9.6.1 the· Withdrawal of Funding Notice shall (i) specify whether the Funder has indicated that the Funding Commitment may be withdrawn, cancelled or not renewed in whole or in part and, if in part, the extent of such withdrawal, cancellation or non-renewal, as the case may be, (ii) include a confirmation by PPM that such potential withdrawal, cancellation or non-renewal by the Funder is as a result of the Funder's concerns relating to Impala as the purchaser of Pgms and Base Metals from PPM and in terms of this Agreement and, where possible, attaching evidence to that effect, and (iii) specify the resultant shortfall in PPM's ongoing working capital requirements that would arise as a result of such withdrawal, cancellation or non-renewal (being, again, the "Funding Shortfall");

9.6.2 the Parties shall meet as soon as is practically possible after delivery of a Withdrawal of Funding Notice to Impala in order to discuss in good faith all available options in relation to the prevention of the Funding Commitment being withdrawn, cancelled or not renewed and/or the procurement of suitable replacement financing commitments in respect of the Funding Shortfall (on terms and conditions no more onerous to PPM than the Withdrawn Funding Commitments) (being, again, "Suitable Replacement Funding"), in either event 7 (seven) days before any applicable notice period provided by the relevant Funder in relation to such withdrawal, cancellation or non-renewal (being again, the "Funding Withdrawal Notice Period");

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9.6.3 if prior to expiry of the Funding Withdrawal Notice Period, the Funder indicates that it shall not withdraw, cancel or fail to re-new the Funding Commitments or PPM confirms in writing that it will be able to procure Suitable Replacement Funding, this Agreement shall continue on the same terms and conditions as if no Withdrawal of Funding Notice had been delivered;

9.6.4 if by the date falling 7 (seven) days before the expiry of the Funding Withdrawal Notice Period, the Funder has not indicated that it shall not withdraw, cancel or fail to renew the Funding Commitments and PPM has not confirmed in writing that it will be able to procure Suitable Replacement Funding, then Impala shall notify PPM in writing as to whether, with effect from the date on which the Funding Commitment is actually withdrawn, cancelled or lapses that;

9.6.4.1 either Impala shall provide Suitable Replacement Funding to PPM mutatis mutandis in accordance with the terms and conditions of the Withdrawn Funding Commitments for a period of 3 (three) months determined from the Withdrawal Date, or such longer period as may be agreed by the Parties in writing ("Additional Financing Period"); or

9.6.4.2 PPM shall, notwithstanding any other provision of this Agreement, be entitled to take any action that the Funder may require in order for the Withdrawn Funding Commitments to be re-instated, including, without limitation that,

9.6.4.2.1 if the Funding Commitment has been withdrawn, cancelled or not renewed in part then to supply Impala with Concentrate volumes in proportion to the percentage of Funding Commitment retained and to supply the balance of Concentrate to other refiners for the duration of the Additional Financing Period;

9.6.4.2.2 if the Funding Commitment has been withdrawn, cancelled or not renewed in whole, then ceasing to supply Impala with Concentrate under this Agreement and to supply Concentrate to other refiners for the duration of the Additional Financing Period,

provided that if Impala fails to deliver a notice contemplated in this clause 9.6.4 on or before the date of expiry of the Funding Withdrawal Notice Period, PPM shall (in its sole discretion) be entitled to take any action in accordance with clause 9.6.4.2 above;

9.6.5 If by the date falling 7 (seven) days before the expiry of any applicable Additional Financing Period, the Withdrawn Funding Commitments have not been reinstated and PPM has in good faith been unable to procure Suitable Replacement Funding, then Impala shall notify PPM in writing as to whether, with effect from the date of expiry of the applicable Additional Financing Period that:

9.6.5.1 either Impala shall provide Suitable Replacement Funding to PPM mutatis mutandis in accordance with the terms and

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conditions of the Withdrawn Funding Commitments for the remaining term of this Agreement; or

9.6.5.2 PPM shall, notwithstanding any other provision of this Agreement, be entitled to take any action that the Funder may require in order for the Withdrawn Funding Commitments to be re-instated, including, without limitation that,

9.6.5.2.1 if the Funding Commitment has been withdrawn, cancelled or not renewed in part then to supply Impala with Concentrate volumes in proportion to the percentage of Funding Commitment retained and to supply the balance of Concentrate to other refiners for the remaining term of this Agreement.

9.6.5.2.2 if the Funding Commitment has been withdrawn, cancelled or not renewed in whole then ceasing to supply Impala with Concentrate under this Agreement and to supply Concentrate to other refiners for the remaining term of this Agreement,

provided that if Impala fails to deliver a notice contemplated in this clause 9.6.5 on or before the date of expiry of the applicable Additional Financing Period, PPM shall (in its sole discretion) be entitled to take any action in accordance with clause 9.6.5.2 above.

9.7 Notwithstanding any other provision of this Agreement, if at any point in time PPM is taking any action in terms of any of clauses 9.5.4.2, 9.5.5.2, 9.6.4.2 or 9.6.5.2, the Withdrawn Funding Commitments are reinstated or PPM is able to · procure Suitable Replacement Funding, this Agreement shall continue on the same terms and conditions as if no Withdrawal of Funding Notice had been delivered, save that the minimum amount of 250 000oz Pt plus associated Pgms referred to in clause 4.1 shall be reduced by the volume of Pt plus associated Pgms in Concentrate which· PPM may have delivered to other refiners under any of the aforesaid clauses.

9.8 Notwithstanding any other provision of this Agreement, if upon expiry of any Additional Financing Period and at any point in time thereafter during the term of this Agreement, then only if Withdrawn Funding Commitments have:

9.8.1 been withdrawn in whole and have not been reinstated, Impala has not elected to provide Suitable Replacement Funding to PPM as provided for under clause 9.5.5.1 or clause 9.6.5.1 and PPM in good faith have been unable to procure Suitable Replacement Funding, then PPM may on 30 (thirty) Business Days' Notice to Impala, terminate this Agreement and neither Party shall be liable to the other Party for any loss caused by such termination.

10. DELIVERY OF CONCENTRATE

10.1 Concentrate shall be delivered by PPM as a Filter Cake (with a moisture content of typically 17 .5% up to a maximum of 20% subject to the provisions of clause 5.5) to Impala Processing with all costs of delivery for the account of PPM.

10.2 Subject to Clause 4.1.1 the maximum quantity of Concentrate to be delivered in any week shall not exceed 1 100 ( one thousand one hundred) DMT. PPM shall endeavour to deliver the Concentrate evenly throughout a 7 (seven) day week, with a maximum of 7 (seven) (typically 30 tonne) trucks being accepted in any

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one day (midnight to midnight). Deliveries in excess of 4 300 DMT in any one Metallurgical Month shall be subject to agreement in writing by impala.

10.3 The point of delivery of each truck load of the Concentrate shall be the area designated by Impala at Impala Processing.

11. DELIVERY TO ALTERNATIVE SMELTER

Impala shall have the right to require PPM to deliver the Concentrate to an alternative smelter and should it wish to do so;

11.1 shall provide PPM with 30 (thirty) days (or such other period as the Parties may agree) prior written notification of the change of delivery point and the details of the alternative smelter in order to afford PPM the opportunity to manage the logistical operations; and

11.2 shall bear any additional cost of transport should the distance or cost from the Pilanesberg Platinum Mine to the alternative smelter be more than the distance or cost from the Pilanesberg Platinum Mine to Impala Processing.

12. OWNERSHIP AND RISK

12.1 Ownership in and to the Pgms and Base Metals resulting from the treatment of Concentrate delivered by PPM and treated by Impala in terms of this Agreement shall remain with PPM until Impala has made final payment in terms of clause 9 for the Pgms and Base Metals, in which event ownership shall pass to Impala. Acceptance of delivery of Concentrate shall be evidenced by the signature on the delivery documentation by the weighbridge operator of Impala Processing and risk shall be deemed to have passed from PPM to Impala on the occurrence of such event.

12.2 Upon acceptance of delivery as referred to in clause 12.1, risk in and to the Concentrate shall pass from PPM to Impala. Impala shall be responsible for effecting adequate insurance to cover any and all risks associated with the loss or damage of any Concentrate delivered to it by PPM as well as the Pgms and Hase Metals derived from such Concentrate until such time as Impala has made payment in full· to PPM as per clause 9 hereof. Impala also undertakes to provide PPM upon request with proof of such instance in the form of a letter from their insurance broker confirming that the insurance contemplated by this clause is in place and has not been terminated, cancelled or amended.

12.3 The Parties acknowledge and agree that upon delivery as referred to in clause 12.1 an immediate lien over and pertaining to the Concentrate and to its constituent metals and minerals shall vest in favour of Impala.

13. CONCENTRATE DISPATCH AND WEIGHT OETERMINATION PROCEDURE

13.1 The Accounting Weight of Concentrate delivered will be determined from Impala Processing weighbridges as contemplated in clause 13.3 and from the moisture content determined by Impala using the Impala sampling process as more fully described in clause 14. The trucks shall be weighed before and after discharge of the Concentrate on Impala Processing weighbridge.

13.2 The truck weights and deliveries making up an Accounting Batch will be reported weekly by Impala to a nominated PPM representative.

13.3 Each truck shall prior to dispatch to Impala Processing be weighed on the PPM weighbridge by a PPM representative at the Pilanesberg Platinum Mine. The recorded weight of the truck shall accompany the truck to Impala Processing. The truck shall be weighed upon arrival at Impala Processing and the dispatch

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and arrival weights per truck compared. Should the weights differ by more than 1 % then an Impala representative at Impala Processing shall contact the PPM representative as nominated under clause 13.2 and the truck shall be diverted to the second Impala Processing weighbridge and reweighed. Should the weight obtained by the second weighbridge differ from the first Impala Processing weighbridge by 1.0% or less then the weight obtained from the first Impala Processing weighbridge shall be accepted as the Accounting Weight. Should this situation persist for four continuous trucks then all three weighbridges will be recalibrated and assized.

13.4 PPM shall have the right at its own expense to be represented during the weighing of any truckload of Concentrate at the Impala Processing weighbridges and Impala shall have the right at its own expense to be represented during the weighing of any truckload of Concentrate at the PPM weighbridge.

14. SAMPLING

14.1 Impala shall make use of the procedures for site sample preparation and moisture determination set out in Schedule B hereto, which procedures shall at all times be in accordance with what Impala considers, in good faith, to be best industry practice. PPM shall have the right at its own expense to be represented during all and any sampling, sample preparation, moisture determination and assaying procedures of the Concentrate.

14.2 Impala Processing samples shall be further prepared by Impala Processing Laboratory in accordance with its standard procedures. PPM shall have the right at its own expense to witness such procedures.

14.3 Impala Processing will make up representative composite Accounting Samples from the individual trucks which deliver Concentrate. The Accounting Sample will be split with one sample to be delivered by Impala Processing to Quality Labs or any such laboratory as specified by PPM for analysis on behalf of PPM, one sample retained for analysis by the Impala Processing Laboratory and two reserve samples retained by Impala Processing for Umpire.

15. ASSAY AND ASSAY SETTLEMENT

15.1 Each Party shall analyse their Accounting Sample prepared by Impala Processing in accordance with clause 14.3. The assays thus generated from such Accounting Sample only will be used for establishing the quality of the Concentrate delivered by PPM.

15.2 Assays shall be swapped by simultaneous exchange of faxes or scanned emails.

15.3 The splitting limit will be 2% of the "Dollar Value" calculated in respect of each Party's metal assays. The "Dollar Value" will be the sum of the value of each of the individual metals calculated by using the Party's assays and using the prices detailed in clause 7.2, save that the applicable prices will be those quoted in the Month prior to delivery of the Concentrate (as opposed to the Month prior to the Month of payment).

15.3.1 For the avoidance of doubt, the Parties agree by way of example only that for an Accounting Batch delivered in June 2019 Metallurgical Month then the splitting limit shall be determined using market prices ruling during May 2019. If the Accounting Batch mass = 100 DMT and assuming the respective analysis of the individual metals in the Accounting Batch are as per the table below, then the percent;

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difference for the Accounting Batch in the Dollar Value for each Party shall be the sum of the Dollar differences divided by the average of the Parties’ Dollar Values.

	Analysis g/t		Contained metal Ox/tonnes		2019 US$ price	Contained metal values US$		$ difference	% difference	Settled Assay
	Impala	PPM	Impala	PPM		Impala	PPM
Pt	59	60	189.689	192.904	[***]	[***]	[***]	[***]		59.5
Pd	27	26	86.807	83.592	[***]	[***]	[***]	[***]		26.5
Au	2	2	6.430	6.430	[***]	[***]	[***]	[***]		2
Rh	6	7	19.290	22.505	[***]	[***]	[***]	[***]		6.5
Ru	11	12	35.366	38,581	[***]	[***]	[***]	[***]		11.5
Ir	3	2	9.645	6.430	[***]	[***]	[***]	[***]		2.5
Ni	1.9	2	1.900	2.000	[***]	[***]	[***]	[***]		1.95
Cu	1	1	1.00	1.00	[***]	[***]	[***]	[***]		1
						[***]	[***]	[***]	[***]

	Since the sum of the values of the individual metals calculated by using the Parties' assays and using the prices for the Month prior to delivery are less than 2% different then the settlement assay as per the provisions of clause 15.4 shall be the average of the Parties' assays.
15.4	If the results are within the Dollar Value splitting limit then the settlement assay for each metal will be the average of the Parties' assays.

15.5 If the results fall outside the splitting limit then the sample shall be sent for independent assay to SGS or such other laboratories as the Parties may agree to in writing from time to time.

15.6 The difference in the Dollar Value of each metal shall be analysed to determine the metal. assay or assays which is/are significantly causing the Dollar Value to fall outside the splitting limit. Only that metal assay or assays shall be submitted for independent assay to one of the independent laboratories contemplated above.

15.7 On submission of its results to the Parties by the independent laboratory and provided that the assay of the independent laboratory shall fall between the Parties' assays then the average between the assay of the independent _ laboratory and the original assay which is closest to that of the independent laboratory will be the final settlement. The original assay result which differs by the widest margin from the assay obtained by the independent laboratory will be rejected. If the assay of the independent laboratory does not fall between the Parties' assays then the middle of the three assays (Independent laboratory, Impala and PPM) will be final for settlement.

15.8 If the assay of the independent laboratory should not fall between the Parties assays and should it differ by more than 5% in the case of Platinum and Palladium and 10% in the case of the other Pgms from the Party's original assay which is closest to the independent assay then such independent assay shall be ignored and the Parties shall agree to split analysis provided that the difference between the original assays is acceptable to both Parties failing which the Parties shall elect within seven days to reanalyse or request a repeat of the independent assay.

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15.9 The cost of the independent laboratory in conducting the assay shall be for the party whose assay or assays are furthest from the final settlement assay excepting where such independent assay shall be ignore as per the provisions of 15.8, in which case, the cost of such independent assay shall be split between the Parties.

15.10 Notwithstanding the procedures as above, should either Party after exchange of assays as per the provisions of clauses 15.1 and 15.2 identify an analytical bias over a period of not less than 2 (two) consecutive Metallurgical Months relating to Platinum and/or Palladium (or such other recoverable metals as the Parties may agree in writing from time to time), which is proven to be statistically significant (at not less than 95% confidence) it shall

15.10.1 have the right to notify the other Party in writing in such regard and the Parties shall meet in good faith not later than 2 (two) weeks from such notification to establish a programme to resolve such bias. In particular the Parties shall then interrogate the respective analytical methods and procedures, accreditation status and all pertinent qualitative and quantitative measures of the respective laboratories to make good shortfalls as identified and to eliminate such systematic differences going forward.

15.10.2 Should such bias identified continue over a period of not less than 4 (four) consecutive Metallurgical Months then the Parties’ respective laboratories shall be required to each analyse a comparable Certified Reference Material (CRM), being AMIS0171 or if such CRM is unavailable then such other comparable CRM as agreed between the Parties in writing, no less than 8 (eight) times to confirm the respective laboratories’ accuracy & precision. The Parties would then compare the averages of these determinations and to determine the within laboratory standard deviations from the replication of the measurements within the laboratories. Should either laboratory fail > to evaluate the CRM within the accepted standard deviation from the consensus value it shall be required to make fundamental changes to its procedures until it can consistently demonstrate that it can evaluate the CRM within the accepted standard deviation. Either Party shall have the right at its own expense to witness the other Party’s evaluation of the CRM

15.11 Impala shall provide PPM with an estimate of cumulative metal deliveries on a monthly basis based upon then available Impala Processing laboratory assays.

16. BREACH

16.1 Notwithstanding the provisions of clause 4 if a Party (the "Defaulting Party") breaches any provision of this Agreement and remains in breach for 14 days after written notice by the other Party (the "Aggrieved Party") to the Defaulting Party requiring the Defaulting Party to rectify that breach the Aggrieved Party shall be entitled at its option (irrespective of the materiality of such breach or provision and without prejudice to its other rights in law including any right to claim damages):

16.1.1 to claim immediate specific performance of any of the Defaulting Party’s obligations under this Agreement then due for performance; or

16.1.2 to cancel this Agreement in which case written notice of the cancellation (the "Cancellation Notice") shall be given by the

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Aggrieved Party to the Defaulting Party whereupon cancellation shall take effect upon receipt by the Defaulting Party of the Cancellation Notice provided that no Party shall be entitled to cancel this Agreement unless the breach is a material breach of a material term of this Agreement.

17. REDUCTION IN PURCHASE PRICE AND PREMIUMS

17.1 The Parties recognise that certain impurities contaminate and retard the smelting and refining process and as a result any excess of unwanted impurities add to the metal processing cost incurred by Impala. The Parties agree that Impala shall be entitled to apply charges for Chrome Oxide on the basis set out below:

17.1.1 For all Concentrate deliveries between 22 May 2019 and 21 December 2019, PPM shall pay to Impala [***] per tonne of Chrome Oxide delivered in any single Accounting Batch of Concentrate with Chrome Oxide tenor in excess of 1.5%. For the avoidance of doubt:

If for any one Accounting Batch of Concentrate:

Delivery Dry Weight	=	100 DMT
Chrome oxide assay	=	1.7% or 17kg per tonne of dry Concentrate
Chrome Oxide charges	=	100 DMT x (1.7% - 1.5%)
	=	0.2 tonnes Chrome Oxide
Chrome oxide charge	=	[***] per tonne of Cr2 O3 in Concentrate
Chrome oxide charge	=	[***] x 0.2 tonne
	=	[***] for that Accounting Batch

17.1.2 For all Concentrate deliveries between 22 December 2019 and 21 December 2020, PPM shall pay to Impala [***] per tonne of Chrome Oxide delivered in any single Accounting Batch of Concentrate with Chrome Oxide tenor in excess of 1.5%.

17.1.3 For all Concentrate deliveries between 22 December 2020 and 21 December 2021, PPM shall pay to Impala [***] per tonne of Chrome Oxide delivered in any single Accounting Batch of Concentrate with Chrome Oxide tenor in excess of 1.5%.

17.1.4 For all Concentrate deliveries between 22 December 2021 and 21 May 2022, PPM shall pay to Impala [***] per tonne of Chrome Oxide delivered in any single Accounting Batch of Concentrate with Chrome Oxide tenor in excess of 1.5%.

If in order for PPM to deliver the minimum quantity of a 250 000oz Pt plus associated Pgms in ratio in Concentrate to Impala under this Agreement, Concentrate deliveries must continue beyond 21 May 2022, then for the avoidance of doubt PPM shall pay to Impala [***] per tonne of Chrome Oxide delivered in any single Accounting Batch of Concentrate with Chrome Oxide tenor in excess of 1.5% for all Concentrate deliveries up to and including 21 December 2022.

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17.2 If, in retrospect, analysis shows that in any one Metallurgical Month that any two Accounting Batches had a chrome oxide tenor in excess of 1.8% then Impala shall have the right to demand pre-advice of all future Accounting Batch’ chrome oxide tenors before delivery based on a PPM sample until such time as PPM can demonstrate to Impala that Chrome Oxide tenors below 1.8% can be achieved on a consistent basis, failing which, Impala shall have the right to reject all further Concentrates deliveries with a chrome oxide tenor greater than 1.8%.

17.3 In the event that the overall Chrome Oxide to Platinum ratio exceeds 260:1 for deliveries in any one Metallurgical Month, Impala shall be entitled to reduce the Purchase Price payable to PPM by 3.0% for all Concentrate deliveries during that Metallurgical Month. In the event that the chrome oxide to platinum ratio exceeds 260:1 for any two consecutive Metallurgical Months the Parties agree to discuss the impact thereof. In addition PPM shall be obliged to ensure that the abovementioned ratio shall not be exceeded in the third consecutive Metallurgical Month, failing which Impala shall be entitled to reject such Concentrate until PPM can demonstrate that the said ratio is not exceeded.

17.4 It is understood that the Concentrate received will be a typical mixed sulphide containing Concentrate as indicated in the attached Schedule A. If, in retrospect, analysis shows that the Concentrate delivered contains other constituents at levels which Impala reasonably deems could cause downstream processing problems at Impala Processing, or at the Impala Refinery, Impala shall notify PPM in writing thereof and shall be entitled, but not obliged, to immediately suspend deliveries of Concentrate by PPM under this Agreement.

Impala shall promptly and diligently and, in any event within not more than 10 (ten) Business Days of having notified PPM as contemplated above, using all reasonable endeavours and in open discussion with PPM, confirm that processing of Concentrate with such other constituent at such levels as then present in PPM Concentrate deliveries would be detrimental to Impala’s downstream processing.

Should the Parties be unable to agree that such other constituent is detrimental to Impala’s downstream processing then, provided that an independent third party approved of and appointed by the Chief Operating Officer PPM and the Senior Manager Impala Refining Services a division of Impala (and in the event of such persons failing to agree on the identity of the independent third party within 3 Business Days of being requested to do so by each Party, then at the request of either Party the appointment shall be made by the President for the time being of the Southern African Institute of Mining and Metallurgy) has in writing certified that such levels of constituent would be detrimental to Impala’s downstream processing then Impala shall be entitled to demand pre-advice of the level of such constituent in PPM’s Concentrate before delivery, based upon a PPM sample until PPM can demonstrate to Impala that an acceptable level of such constituent can be achieved on a continuous basis. Impala shall have the right to reject all further Concentrate deliveries with a level of such constituent which would cause downstream processing problems.

18. FAIRNESS

18.1 The Parties recognise that it is impractical to make provision for every contingency which may arise during the term of this Agreement and the Parties hereby declare that their intention is that this Agreement shall operate between them with fairness and without undue hardship to either Party.

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18.2 Should any Party give written notice to the other of a perceived unfairness and the effects of the perceived unfairness (the “Unfairness Notice”) arising from the operation of this Agreement, the Parties shall meet within 7 (seven) days of the date of the Unfairness Notice and use all efforts reasonable and acting in good faith in the circumstances to agree upon suitable action to remove the cause of such unfairness. Should the Parties be unable to reach agreement within 14 (fourteen) days of such meeting, no consequential amendment to this Agreement shall be made and this Agreement shall continue to be of full force and effect.

19. MARKET AND PRICE SOURCE DISRUPTION

19.1 In any Month if Impala is unable or unwilling because of market conditions to sell any one or more Pgms or Base Metals produced during such Metallurgical Month and provided that an independent third party approved of and appointed by the Chief Operating Officer PPM and the Senior Manager Impala Refining Services a division of Impala (and in the event of such persons failing to agree on the identity of the independent third party within 5 Business Days of being requested to do so by either Party then at the request of either Party the appointment shall be made by the President for the time being of the Southern African Institute of Mining and Metallurgy) has in writing certified that this is reasonable in the prevailing circumstances then Impala shall be entitled to defer payment to PPM for any metal not sold during such Metallurgical Month until such time as such metal is actually sold. In such circumstances “an equality of misery” approach shall be adopted. The quantity of metal sold by Impala during any such Metallurgical Month shall be ratioed to the total quantity of metal produced by Impala during that Metallurgical Month. Such sales ratio would then be applied to the quantity of metal attributable to PPM from Concentrate delivered during, such Metallurgical Month.

19.2 If the Metal Bulletin and/or Platt's Metal Week referred to in clause 7,2 fail for any reason to publish the price of any Pgm or Base Metal (the "Affected Metal") as provided in clause 7.2 (the "Price Source Disruption Event") such that the Ruling Market Price of the Affected Metal cannot be determined, the Parties shall thereupon and in any event by no later than 5 (five) Business Days after either party has given the other notice of the Price Source Disruption Event, meet in order to consult and endeavour to agree in good faith on the Ruling Market Price or the basis for determining the Ruling Market Price, as the case may be of the Affected Metal until such time as the Price Source Disruption Event ceases.

19.2.1 If the Parties are unable within 5 (five) Business Days following their first meeting in terms of clause 19.2 to agree on the Ruling Market Price or the basis of determining the Ruling Market Price of the Affected Metal, the matter shall be referred for resolution to an independent third party who is approved of and appointed by the Chief Operating Officer of PPM and the Senior Manager Impala Refining Services a division of Impala, who shall be mandated to determine the Ruling Market Price of the Affected Metal, taking into consideration the latest available quotations for the Affected Metal and any other information that in his opinion is apposite. The Ruling Market Price or the basis of determining the Ruling Market Price of the Affected Metal as provided by the independent third party shall be final and binding on the Parties for the duration of the Price Source Disruption Event.

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19.2.2 In the event that the Parties are unable to agree on the appointment of the independent third party contemplated in clause 19.2.1 within 5 (five) Business Days of either party being requested to do so by the other party, then at the request of either party such appointment shall be made by the President for the time being of the Southern African Institute of Mining and Metallurgy.

20. FORCE MAJEURE

20.1 Neither Party shall be considered to be in default or in breach of its obligations under this Agreement if the performance of such obligations is prevented by any circumstance of Force Majeure.

20.2 The term “Force Majeure” as used herein shall mean any of the following events or circumstances:

20.2.1 acts of God;

20.2.2 riots, strikes, lock-outs or other industrial disturbances;

20.2.3 acts of foreign enemies, wars and hostilities, whether declared or not blockades, insurrection or civil disturbances;

20.2.4 epidemics, landslides, earthquakes, storms, lightning, floods, wash-outs, fires, droughts, underground collapse, accidents or explosions;

20.2.5 electricity load shedding or any national shortage of energy or fuel supplies;

20.2.6 failure or refusal by national provincial or local government or other authority to grant any license, permit, permission or authorisation after proper application has been made therefor or the withdrawal of such permission or authorization;

20.2.7 failure in third party delivery of piped hydrogen to the Impala Refinery due to no negligence of Impala;

20.2.8 failure of one of the Impala Processing furnaces and/or its gas cleaning equipment or major failure at the Impala Refinery and/or;

20.2.9 any other similar event which is reasonably unforeseeable, provided that such event or circumstance:

20.2.9.1 is beyond the relevant Party’s control;

20.2.9.2 is such that the relevant Party could not reasonably have provided against it before entering into this Agreement;

20.2.9.3 which having arisen such Party could not reasonably have avoided or overcome; and

20.2.9.4 which is not substantially attributable to the other Party.

20.3 If a Party (“the Affected Party”) is or will be prevented at any time by Force Majeure from performing any of its obligations under this Agreement, then the Affected Party shall as soon as reasonably possible, but not later than five Business Days after becoming aware of the circumstances giving rise to the Force Majeure, notify the other Party of:

20.3.1 the event or circumstances constituting the Force Majeure;

20.3.2 the extent to which its performance is or will be prevented; and

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20.3.3 the period for which it anticipates such prevention will endure.

20.4 The Affected Party shall having given notice referred to in clause 20.3 above be excused from performing such obligations to the extent and for so long as such Force Majeure prevents it from performing them.

20.5 The Affected Party shall give notice to the other Party when it ceases to be affected by the Force Majeure.

20.6 Notwithstanding any other provision of this clause 20, Force Majeure shall not apply to obligations of either Party to make payments to the other Party under this Agreement or to perform its obligations under this Agreement to the extent to which it is possible to do so notwithstanding the occurrence of an event referred to in clause 20.2.

20.7 Each Party shall at all times, acting promptly and diligently, use all reasonable endeavours to minimise any delay in the performance of the Agreement as a result of Force Majeure; provided that such Party shall not be obliged to settle any strike or other labour dispute on terms contrary to its policies.

20.8 If as a result of the Force Majeure:

20.8.1 Impala (as the Affected Party) is prevented from taking delivery of the Concentrate, PPM shall, during the period for which such Force Majeure exists be entitled to supply Concentrate to other refiners for

20.8.2 processing and/or sale of metals, as well as for a period of no longer than 2 (two) Months thereafter as may be required to give effect to or enable such alternative arrangements; and

20.9 If the Force Majeure event or circumstance has continued for 120 (one hundred and twenty) days then, the non-Affected Party may, on 20 (twenty) Business. Days’ notice to the other Party, thereafter terminate this Agreement and neither Party shall be liable to the other Party for any loss caused by such termination.

21. DISPUTE RESOLUTION

21.1 All disputes which may arise between the Parties shall be determined in accordance with the processes set out in this clause 21.

21.2 Before any dispute is referred to arbitration in terms of this clause 21 the aggrieved Party shall by notice to the other declare a dispute and shall in such notice identify the issues in dispute and the responsible executives of the Parties concerned shall, within 90 (ninety) days of the receipt of such notice, attempt to resolve the issues. Should such responsible executives within such period be unable to resolve the issues in dispute, same shall be referred to the Chief Operating Officer PPM and the Senior Manager Impala Refining Services a division of Impala and should they within a further 14 (fourteen) days be unable to resolve the issues in dispute same shall then be referred to arbitration in terms of this clause 21 as follows:

21.2.1 Any dispute arising out of or in connection with this Agreement shall be finally resolved by arbitration in terms of this clause 21;

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21.2.2 Any Party to this Agreement may demand that a dispute be determined in terms of this clause by written notice to the other Party;

21.2.3 This clause is a separate divisible agreement from the rest of this Agreement and shall not be or become void, voidable or unenforceable by reason only of any alleged misrepresentation, mistake, duress, undue influence, impossibility (initial or supervening), illegality, immorality, absence of consensus, lack of authority or other cause relating in substance to the rest of this Agreement and not to this clause. The Parties intend that any such issue shall be subject to arbitration in terms of this clause;

21.2.4 Any dispute arising out of or in connection with this Agreement or the subject matter of this Agreement including, without limitation, any dispute concerning:

21.2.4.1 the existence of this Agreement, apart from this clause;

21.2.4.2 the interpretation and effect of this Agreement;

21.2.4.3 the Parties’ respective rights or obligations under this Agreement;

21.2.4.4 the rectification of this Agreement;

21.2.4.5 the breach or any matter arising out of the breach of this Agreement;

21.2.4.6 damages in delict, compensation for unjust enrichment or any other claim whether or not the rest of the Agreement apart from this clause is valid and enforceable,   shall be decided by arbitration as set out in this clause. The decision of the arbitrator shall be final and binding on the Parties.

21.3 The Parties shall agree on the arbitrator who shall be if the matter in dispute is principally:

21.3.1 a legal matter, a practising advocate or attorney of Johannesburg of at least 15 (fifteen) years' standing;

21.3.2 an accounting matter, a practising chartered accountant of Johannesburg of at least 15 (fifteen) years' standing;

21.3.3 any other matter, an independent person agreed upon between the Parties.

21.4 Should the Parties fail to agree whether the dispute is principally a legal, accounting or other matter within 7 (seven) days after arbitration was demanded, the matter shall be deemed to be a legal matter.

21.5 Should the Parties fail to agree on an arbitrator within 14 (fourteen) days after conclusion of the mediation process of clause 21.2, the arbitrator shall be appointed at the request of either Party to the dispute by the President for the time being of the Law Society of the Northern Provinces (or its successor in Gauteng) according to the provisions of clause 21.3.3.

21.6 The arbitrator shall have the power to fix all procedural rules for the holding of the arbitration including discretionary powers to make orders as to any matters which he may consider proper in the circumstances of the case with regard to

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submissions, pleadings, discovery, inspection of documents, examination of witnesses and any other matter relating to the conduct of the arbitration. The arbitrator may receive and act on all such evidence whether oral or written, strictly admissible or not, as he, in his discretion, may deem fit. Unless the arbitrator otherwise expressly directs the arbitration shall be conducted according to the procedures laid down by the Uniform Rules of the High Court of South Africa, as amended and adapted by any special rules or practices applicable in the Southern Gauteng Division of the High Court of South Africa (as presently constituted).

21.7 The award of the arbitrator, which shall be in writing and supported by reasons, shall be final and binding upon all the Parties to the dispute (who hereby agree to carry out the award). The Parties hereby exclude all rights of appeal which might otherwise be conferred on them by Law.

21.8 The arbitration shall be held in Sandton and the Parties shall endeavour to ensure that it is completed within 30 days after notice requiring the claim to be referred to arbitration is given.

21.9 The arbitration shall be governed by the Arbitration Act No. 42 of 1965 or any replacement Act. The Parties agree that section 20 of the Arbitration Act (or the equivalent section of any replacement Act) shall not be applicable to any arbitration conducted in terms of this Agreement.

21.10 This clause 21 shall not preclude any Party from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the decision of the arbitrator. The Parties hereby consent to the non-exclusive jurisdiction of the High Court of South Africa (Southern Gauteng Division) in respect of the proceedings referred to in this clause and the above Court shall have jurisdiction to enforce any award made by an arbitrator under this clause.

22. WARRANTIES AND UNDERTAKINGS

22.1 PPM warrants to Impala that:

22.1.1 it has sole Rights to extract ore from the Pilanesberg Platinum Mine and produce Concentrate from such ore in order to meet its obligations in terms of this Agreement;

22.1.2 it will be the owner or will have title to the Concentrate including any metal I mineral derived from the Concentrate, and is lawfully authorized to deal in any metal or mineral derived from such Concentrate when deliveries of the Concentrate to Impala commence in terms of this Agreement;

22.1.3 will use reasonable endeavours to produce and deliver Concentrate to Impala in the quantities as indicated in Schedule C and in accordance with the Concentrate Delivery Plan. Provided that within the three calendar year term within which PPM delivers Concentrate to Impala under this Agreement the total contained metal production in Concentrate from the Pilanesberg Platinum Mine shall be not less than 250 000oz Pt plus associated Pgms in ratio typically as outlined in clause 6 then PPM warrants that subject to clause 5.3, PPM shall deliver a minimum of 250 000oz Pt plus associated Pgms in ratio typically as outlined in clause 6 in Concentrate to Impala within the three year calendar year term within which PPM delivers Concentrate to Impala under this Agreement (As provided for under clause 4.1).

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22.2 Impala warrants that it will accept and pay for all relevant Pgms and Base Metals derived from Concentrate delivered by PPM as provided for under clause 7, in accordance with the provisions of this Agreement, save where Impala rejects any Concentrate in accordance with the provisions hereof.

23. APPLICABLE LAW

This Agreement shall be governed interpreted and implemented in accordance with the Laws of the Republic of South Africa.

24. CHANGE IN LAW

The Parties agree that in the event that any Change in Law has the implication of making the conclusion or implementation of any material part of this Agreement (i) unlawful; (ii) impossible; or (iii) commercially unfeasible for either Party, the Parties shall renegotiate the terms of the Agreement in good faith to give effect to the intentions of the Parties in accordance with the terms of the Agreement without resulting in any undue prejudice to the Parties.

25. CESSION

Save as may be required by PPM for the purpose of securing pipeline financing wherein PPM may be obliged as security to cede in securitatum debiti its rights to receive payments due under this Agreement or cession of its rights by Impala to another subsidiary of Implats which is capable of performing all Impala's obligations under this Agreement, no Party may cede any of that Party’s rights or delegate any of that Party’s obligations without the prior written consent of the other Party which shall not be unreasonably withheld; provided that in the event of a sale by PPM of the Pilanesberg Platinum Mine or any sale by PPM which shall have implication regarding the production of the Concentrate as contemplated under this Agreement such sale shall be subject to applicable Law and unless otherwise agreed in writing by the Parties be • subject to the acquirer entering into an agreement with Impala on the same terms and conditions as contained in this Agreement. Upon Impala and the aforementioned acquirer entering into the aforesaid agreement PPM shall immediately be released from all such rights obligations liabilities and benefits with regard to the associated Concentrate and shall have no further liability in respect of such Concentrate in terms of this Agreement.

26. WAIVER

No relaxation or indulgence which any Party may grant to the other shall constitute a waiver of the rights of that Party and shall not preclude that Party from exercising any rights which may have arisen in the past or which might arise in future.

27. ENTIRE CONTRACT

This Agreement contains the entire Agreement of the Parties with respect to the matters stipulated above and supersedes all prior written oral or implied understandings between them on this subject.

28. VARIATION, CANCELLATION AND WAIVER

Neither this Agreement nor any terms or conditions hereof shall be changed, waived, discharged or terminated orally but only by an instrument in writing signed by both Parties.

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29. NOTICES

29.1 The Parties choose as their domicilia citandi et executandi for all purposes under this Agreement whether in respect of court process notices or other documents or communications of whatsoever nature the following addresses:

29.2 Pilanesberg Platinum Mines (Pty) Limited

Postal:

[***]

Physical:

[***]

Telefax: [***]

E-mail: [***]

Attention: Chief Operating Officer; with a copy to the Company Secretary

29.3 Impala Platinum Limited:

Postal:

[***]

Physical:

[***]

Telefax: [***]

E-mail: [***]

Attention: Senior Manager: Impala Refining Services a division of Impala Platinum Limited

29.4 Notice or communication required or permitted to be given in terms of this Agreement shall be valid and effective only if in writing.

29.5 Any Party may by written notice to any other Party change the physical address chosen as its domicilium citandi et executandi vis-a-vis that Party to another physical address where postal delivery occurs in clause 29.1 or its postal address, telefax number or e-mail address provided that the change shall become effective vis-a-vis that addressee on the 10th (tenth) Business Day from the receipt of the notice by the addressee.

29.6 Any notice to a Party shall be delivered by hand to a responsible person at the physical address chosen as its domicilium citandi et executandi, and shall be deemed to have been received on the day of delivery if delivered between 08:00 and 19:00 on a Business Day or otherwise on the following Business Day;

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29.7 The parties record that whilst they may correspond via email during the currency of the Agreement for operational reasons, no formal notice required in terms of this Agreement, nor any amendment of or variation to this Agreement may be given or concluded via email.

29.8 Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi.

30. CONFIDENTIALITY AND PUBLICITY

30.1 For the purposes of this clause 30:

30.1.1 “Confidential Information” shall mean in relation to a Party any technical, commercial, scientific, marketing or business information, any documentation, know-how, trade secrets, marketing strategies, processes, machinery designs, technical specifications, development plans, concepts and ideas, financial information, customer information or records, business plans, customer and vendor lists, products analysis, tests results, descriptions, drawings, computer software, programming, hardware configurations, systems, materials and/or data and all other information of any kind or nature, proprietary to or a trade secret of a Party whether or not formally designated as confidential and whether in written, oral, magnetic or machine- readable or other format and which is acquired by another Party pursuant to this Agreement; and

30.1.2 “Representatives” shall mean in relation to a Party and that Party’s Affiliates, its and their respective employees, officers, directors consultants, agents, contractors, sub-contractors, advisers, bankers/lenders/funders and their respective professional advisors.

30.2 Each Party irrevocably and unconditionally acknowledges that the unauthorized . disclosure of the other Party’s Confidential Information may give rise to substantial damage to the other Party.

30.3 Each Party irrevocably and unconditionally undertakes to the other Party that subject to the provisions of this clause 30:

30.3.1 any Confidential Information of the other Party in its possession or under its control obtained pursuant to this Agreement will be maintained under conditions of strict confidentiality;

30.3.2 Confidential Information of the other Party has been or will be made available to only those of its Representatives and professional advisors who need to know such Confidential Information for the purpose of that Party performing its obligations under this Agreement and/or enforcing and protecting its rights under this Agreement and/or complying with its legal obligations;

30.3.3 it will take reasonable steps to ensure that those Representatives and professional advisors comply with the provisions of this clause 30 and will be liable for any non-compliance by such Representatives or professional advisors with the provisions of this clause 30; and

30.3.4 it will not otherwise disclose any Confidential Information of the other Party to any other Person or entity without the prior written consent

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of the other Party (which shall not be unreasonably withheld or delayed).

30.4 Each Party irrevocably and unconditionally undertakes in favour of the other Party that if it becomes aware that there has been, as a result of or in the course of the performance of this Agreement, unauthorized disclosure or use of the Confidential Information of the other Party, it shall promptly bring the matter to the attention of the other Party in writing.

30.5 This clause 30 shall not apply to information which:

30.5.1 becomes generally available to the public other than as a result of a breach of this Agreement or a breach of a confidentiality obligation owed to the Party to whom such Confidential Information relates (and the other Party could not reasonably have been aware of such breach);

30.5.2 a Party can show by written record made prior to disclosure, was made available by the other Party on a non-confidential basis;

30.5.3 becomes available to a Party from a source other than the other Party (being the Party to whom such Confidential Information relates) and there has not been a breach of a confidentiality obligation owed to the Party to whom such Confidential Information relates of which the other Party should have reasonably been aware;

30.5.4 it is necessary for a Party to disclose in the proper performance of its obligations under this Agreement and/or enforcing and protecting its rights under this Agreement;

30.5.5 is at the time of disclosure in the public domain or lawfully in the possession of the Person to whom disclosure is made; or

30.5.6 is required to be disclosed by Law by any court or arbitration tribunal order by any regulatory body to which it is subject or by any securities or stock exchange on which the shares of any Party (or its Affiliates) are listed or any other competent regulatory authority.

30.6 PPM shall be entitled to disclose the contents of Schedule D to the persons and in the circumstances provided in this clause 30.6 as follows:

30.6.1 the contents of Schedule D hereto to any reputable financial institution for the purposes of assessing the provisions of pipeline financing to PPM, provided that:

30.6.1.1 prior to such disclosure, PPM shall obtain a written undertaking from the financial institution concerned to keep the contents of Schedule D confidential and to use them solely for the purposes of assessing the provision of pipeline financing as aforesaid; and

30.6.1.2 the disclosure of the provisions of Schedule D shall be made as a condition precedent to the provision of pipeline financing and only once all remaining conditions precedent to the transaction have been fulfilled;

30.7 For the avoidance of doubt but subject to clause 30.6, no provision of this Agreement shall be construed in such a way that a Party disclosing Confidential Information (“the Disclosing Party”) to the other Party (“the Receiving Party”) is

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deemed to have granted its consent to the Receiving Party to disclose the whole or any part of the Confidential Information notwithstanding that:

30.7.1 the Receiving Party receives a request for the whole or any part of the Confidential Information in terms of the provisions of the Promotion of Access to Information Act No. 2 of 2000 as amended (“the Act’’); or

30.7.2 the Disclosing Party has previously disclosed any of its Confidential Information to a third party in terms of the provisions of the Act or any other Law or court order.

30.8 The Parties agree that the disclosure of Confidential Information by the Receiving party otherwise than in accordance with the provisions of this Agreement, shall entitle the Disclosing Party to institute action for breach of confidence against the Receiving Party as envisaged by section 65 of the Act as amended.

30.9 The Parties acknowledge that the provisions of clause 30.8 shall not be construed in such a manner as to exclude the applicability of any ground of refusal contained in the Act which may be applicable in the event that the Receiving Party shall receive a request for the whole or any part of the Confidential Information in terms of the Act.

30.10 The receipt by a Party of another Party’s Confidential Information under this Agreement shall not be construed as granting to the receiving Party any right in or to use, exploit or further develop such Confidential Information on any basis other than solely to further the permitted purposes. Upon a Receiving Party ceasing to have any further rights or obligations under this Agreement or upon the request of the Disclosing Party whose Confidential Information is held by the Receiving Party either (at the Disclosing Party’s option):

30.10.1 return all tangible items of Confidential Information in the possession or control of the Receiving Party (or its Affiliates) to the Disclosing Party; or

30.10.2 destroy such materials and certify to the Disclosing Party that such materials have been destroyed.

30.11 The provisions of this clause 30 shall survive the termination for any reason of this Agreement and shall continue to bind the Parties for a period of 5 years thereafter.

31. LIMITATION OF LIABILITY

Neither Party will be liable to the other Party for any indirect, consequential or special damages under or in connection with this Agreement.

PPM’s aggregate liability to Impala for any claims under or in connection with this Agreement shall be limited to the amounts actually paid to and received by PPM pursuant to clause 9.1 of the Agreement for the last 12 months of uninterrupted delivery of Concentrate by PPM pursuant to clause 5 and clause 6 preceding the date on which the event giving rise to the liability arises.

32. SEVERABILITY

If any provision of this Agreement is held by a court of competent authority or an Arbitrator (appointed in terms of this Agreement) to be invalid, void or unenforceable that clause shall be severed from this Agreement and the remaining clauses shall remain valid binding and enforceable on the Parties.

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33. COSTS

Each Party shall bear its own costs in relation to the negotiation preparation and conclusion of this Agreement.

34. SIGNATURE IN COUNTERPARTS

This Agreement may be executed in counterparts each of which shall be deemed to be an original and which together shall constitute one and the same agreement.

Signed at Centurion on 23 Aug 2018

For and on behalf of:

ILLEGIBLE

PILANESBERG PLATINUM MINES (PTY) LIMITED
Who warrants that he/she is duly authorized

Name: ILLEGIBLE

Title: C.O.O

Date: 23 Aug 2018

AS WITNESS:

1. ILLEGIBLE

2.

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EX-10.2

Exhibit 10.2

AMENDMENT AND RESTATEMENT AGREEMENT

Dated 31 MARCH 2017

for

entered into between

INVESTEC BANK LIMITED

(Registration No. 1969/004763/06)

a limited liability company duly registered and incorporated in accordance with the laws of South Africa and carrying on business at 100 Grayston Drive, Sandown, Sandton, 2196 South Africa

and

PILANESBERG PLATINUM MINS PROPRIETARY LIMITED

(Registration No. 2002/015572/07

a limited liability company duly registered and incorporated in accordance with the laws of South Africa and having its registered address at 6 Ecofusion Office Park, Block B, 324 Witch-Hazel Avenue, Highveld Extension 59, South Africa

and

PLATMIN SOUTH AFRICA PRIPRIETARY LIMITED

(Registration No. 200/002572/07

a limited liability company duly registered and incorporated with the laws of South Africa and having is registered address at 6 Ecofusion Office Park, Block B, 324 Witch-Hazel Avenue, Highveld Extension 59, South Africa

Table of Contents

Page

1. DEFINITIONS 1

2. CONDITIONS PRECEDENT 2

3. AMENDMENT AND RESTATEMENT 4

4. GUARANTEES 5

5. ADDITIONAL PROVISIONS 5

1. DEFINITIONS AND INTERPRETATION 11

(i)

This Agreement is made on 31 March 2017

(1) PILANESBERG PLATINUM MINES PROPRIETARY LIMITED (Registration No. 2002/015572/07), a limited liability company duly registered and incorporated in South Africa (the "Borrower");

(2) PLATMIN SOUTH AFRICA PROPRIETARY LIMITED (Registration No. 2000/002572/07, a limited liability company duly registered and incorporated in South Africa ("Platmin");

(3) INVESTEC BANK LIMITED (Registration No. 1969/004763/06, a limited liability company duly registered and incorporated in South Africa as Lender (as "Investec")

WHEREAS:

(A) (By way of a revolving commodity financing facility agreement (the "Original Facility Agreement'') entered into on or about 26 June 2013 as amended from time to time between the Borrower, Platmin and Investec, Investec agreed to make a facility available to the Borrower, all on the terms and conditions contained therein.

(B) The Parties have now agreed to amend and restate the Original Facility Agreement, all on the terms and conditions contained in Annexure A hereto.

IT IS AGREED:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, capitalised terms and expressions not otherwise defined shall bear the meanings given to them in the Amended and Restated Facility Agreement. For the purpose of this Agreement:-

1.1 "2017 Fees Letter" means the fees letter entered into or to be entered into on or about the Amendment and Restatement Date and Time between the Borrower and Investec, all on the terms and conditions contained therein;

1.2 "Amended and Restated Facility Agreement" shall bear the meaning ascribed thereto in clause 3;

1.3 "Amendment and Restatement Date and Time" means 12:00 (South African time) on the date on which the Conditions Precedent are fulfilled;

1.4 "Conditions Precedent" means the conditions precedent in clause 2 hereof;

1.5 "Impala Notice" means the notice to Impala substantially in the form which is attached hereto as Annexure B;

1.6 "Obligors" means the Borrower and Platmin and "means any one of them as the context may require;

1.7 "Parties" means the Obligors and Investec and "Party" means any one of them as the context may require; and

1.8 "Relevant Agreements" means:

1.8.1 this Agreement;

1.8.2 the 2017 Fees Letter;

1.8.3 the Impala Notice;

1.8.4 the Amended and Restated Facility Agreement; and

and each a "Relevant Agreement" as the context may require.

2. CONDITIONS PRECEDENT

2.1 This Agreement is subject to the fulfilment (all in a form and substance satisfactory to the Holder) of the following Conditions Precedent, namely:

2.1.1 each Relevant Agreement has been signed by the parties thereto become unconditional in accordance with its terms (save for any condition requiring this Agreement to become unconditional);

2.1.2 the Lender has received

2.1.2.1 a copy of a resolution of the board of directors of each Obligor, (i) approving the terms of. and the transactions contemplated by, each Relevant Agreement to which it is a party and resolving that it execute each such Relevant Agreement; and (ii) authorising a specified person or persons to execute each Relevant Agreement on its behalf;

2.1.2.2 a certificate from each Obligor (signed by a director of such Obligor), dated the date of the Amendment and Restatement Date and Time confirming that inter alia:

2.1.2.2.1 confirming that borrowing or guaranteeing, as appropriate, the Facility would not cause any borrowing, guarantee or similar limit binding on such Obligor to be exceeded;

2.1.2.2.2 each document relating to it specified in the Amended and Restated Facility Agreement is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the Amendment and Restatement Date and Time;

2

2.1.2.2.3 the representations of the Borrower in the Transaction Documents to which it is a party are true and correct;

2.1.2.2.4 no Default or Event of Default has occurred and is continuing;

2.1.2.2.5 all of the representations and warranties are true and correct;

2.1.2.2.6 no Material Adverse Event has occurred;

2.1.2.2.7 no proceedings of the type contemplated in clause 23.13 (No Proceedings Pending or Threatened) are pending or threatened in respect of either Obligor and no industrial action is pending or threatened against either Obligor; and

2.1.2.2.8 no proceedings of the type contemplated in clause 23.13 (No Proceedings Pending or Threatened). of which such Obligor ought to reasonably be aware, are pending or threatened in respect of Impala and no industrial action, of which such Obligor ought to reasonably be aware, is pending or threatened against Impala;

2.1.2.3 evidence to its satisfaction that at the time that the Relevant Agreements were entered into and became effective, the assets of the Borrower exceeded its liabilities prior to and immediately following the implementation of such Relevant Agreements;

3

2.1.2.4 copies of any consents and approvals (including, without limitation, any governmental or regulatory approvals) required by each Obligor to enter into and perform its obligations under the Relevant Agreements;

2.1.2.5 a signed notice to Impala substantially in the form attached hereto as Annexure B;

2.1.2.6 the Lender is satisfied that the auditors of the Borrower have been notified of the out-and-out cession of the Ceded Rights and that such out-and-out cession will be noted in the Borrower's financial statements;

2.1.2.7 a legal opinion by the legal counsel to the Obligors, dealing, inter alia, with (a) the powers, capacity and authority of the Obligors to conclude the Relevant Agreements to which they are a party; and (b) the due incorporation and due execution of the Obligors;

2.1.2.8 a tax opinion by ENSafrica, dealing with, inter alia, the tax implications in respect of the Relevant Agreements; It is neither illegal nor unlawful for the Lender to perform any of its obligations under the Amended and Restated Facility Agreement;

2.1.3 no Material Adverse Effect has occurred;

2.1.4 no Default or Event of Default has occurred which is continuing; and

2.1.5 no Economic Failure has occurred.

2.2 Each of the Conditions Precedent is stipulated for the benefit of the Lender. The Lender shall accordingly be entitled to waive fulfilment of any such Condition/s Precedent by giving written notice to that effect to the Obligors.

3. AMENDMENT AND RESTATEMENT

The Parties agree that with effect from the Amendment and Restatement Date and Time, the Original Facility Agreement shall be amended and restated in the form set out in Annexure A hereto (the "Amended and Restated Facility Agreement").

4

4. GUARANTEES

On the Amendment and Restatement Date and time, each Obligor:

4.1 confirms its acceptance of the Original Facility Agreement (as amended by this Agreement);

4.2 agrees that it is bound as an Obligor by the terms of the Original Facility Agreement (as amended by this Agreement); and

4.3 (if a Guarantor) confirms that its guarantee under clause 18 (Guarantee and Indemnity) of the Original Facility Agreement:

4.3.1 continues in full force and effect on the terms of the Original Facility Agreement (as amended by this Agreement); and

4.3.2 extends to the obligations of the Obligors under the Finance Documents (including the Original Facility Agreement (as amended by this Agreement)).

5. ADDITIONAL PROVISIONS

Clauses 1.2 (Construction), 29 (Notices). 31 (Partial Invalidity) to 36 (Independent Advice) of the Amended and Restated Facility Agreement are deemed to be incorporated herein mutatis mutandis and shall apply hereto as if repeated herein in full.

5

Signature Pages

BORROWER

SIGNED at Centurion on this the 31st day of March 2017

For and on behalf of

Pilanesberg Platinum Mines Proprietary Limited

/s/ Erich Clarke

Name: Erich Clarke

Capacity: Director

Who warrants his authority hereto

6

OBLIGORS

SIGNED at Centurion on this the 31st day of March 2017

For and on behalf of

Platmin South Africa Proprietary Limited

/s/ Erich Clarke

Name: Erich Clarke

Capacity: Director

Who warrants his authority hereto

7

LENDER

SIGNED at ______________on this the ________ day of March 2017

For and on behalf of

Investec Bank Limited

/s/ Kriosha Naidoo

Name: Kriosha Naidoo

Capacity: Authorised Signatory

Who warrants his authority hereto

SIGNED at ______________on this the ________ day of March 2017

For and on behalf of

Investec Bank Limited

/s/ Igna Ferreira

Name: Igna Ferreira

Capacity: Authorised Signatory

Who warrants his authority hereto

8

Annexure A

Amended and Restated Facility Agreement

9

IMPALA CONCENTRATE – AMENDED AND RESTATED REVOLVING COMMODITY FINANCING FACILITY AGREEMENT AND OUT-AND-OUT CESSION

entered into between

INVESTEC BANK LIMITED

(Registration No. 1969/004763/06)

a limited liability company duly registered and incorporated in accordance with the laws of South Africa and carrying on business at 100 Grayston Drive, Sandown, Sandton, 2196, South Africa

and

PILANESBERG PLATINUM MINS PROPRIETARY LIMITED

(Registration No. 2002/015572/07

a limited liability company duly registered and incorporated in accordance with the laws of South Africa and having its registered address at 6 Ecofusion Office Park, Block B, 324 Witch-Hazel Avenue, Highveld Extension 59, South Africa

and

PLATMIN SOUTH AFRICA PRIPRIETARY LIMITED

(Registration No. 200/002572/07

a limited liability company duly registered and incorporated with the laws of South Africa and having is registered address at 6 Ecofusion Office Park, Block B, 324 Witch-Hazel Avenue, Highveld Extension 59, South Africa

10

WHEREBY IT IS AGREED as follows:

PART 1

INTERPRETATION

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:-

1.1.1 "Acceleration" means acceleration of the Loan as contemplated in clause 26.2 hereof.

1.1.2 "Accounting Principles" means generally accepted accounting principles in South Africa, including IFRS.

1.1.3 "Advance" means each advance against the Facility which is made by the Lender to the Borrower in accordance with the provisions of clause 7 hereof, in an amount determined in accordance with the following formula:-

A = AGA - DA

Where:-

A = the amount of the Advance;

AGA = the Aggregate Gross Amount; and

DA = the discount Discount Amount in respect of the Advance in question

1.1.4 "Advance Additional Information" means, in relation to each Advance (other than the First Advance), any other documents or information (other than Advance Calculation Information) in respect of such Advance which are analogous to the First Advance Additional Information.

1.1.5 "Advance Calculation Information" means any information required by the Lender in respect of, or for, the calculation of each Advance.

1.1.6 "Aggregate Gross Amount" means , in respect of each Advance, the aggregate of the Gross Amounts in respect of BMC Minerals or PMC Minerals, as applicable, to be financed in terms of such Advance.

11

1.1.7 "Aggregate Outstandings" means, as of any date, the aggregate of all Financial Indebtedness of the Borrower on such date

1.1.8 "Aggregate Utilised Amount" means, in respect of any cancellation of the Facility, an amount in Rands calculated in accordance with the following formula:-

AUA = UA+ UP

Where:-

AUA = the amount of the Aggregate Utilised Amount;

UA = the sum of:

(a) the aggregate amount of each Advance which is made by the Lender to the Borrower during each month or part thereof during the Utilisation Period, less;

(b) in respect of each Aggregate Gross Amount which is repaid by the Borrower to the Lender during each month or part thereof during the Utilisation Period, an amount equal to the Advance relating to such Aggregate Gross Amount; and

UP = the number of months or part thereof occurring during the relevant Utilisation Period.

1.1.9 "Agreement" means this amended and restated revolving commodity financing facility agreement and all schedules, addenda and extension agreements thereto (as such agreement has been amended and restated by the Amendment and Restatement Agreement).

1.1.10 "Amendment and Restatement Agreement" means the amendment and restatement agreement entered into on or about the Signature Date between, inter alias, the Borrower and the Lender in terms of which, inter alia, the parties thereto agree to amend and restate the Original Facility Agreement, all on the terms and conditions contained therein.

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1.1.11 "Amendment and Restatement Date and Time" shall bear the meaning ascribed thereto in the Amendment and Restatement Agreement.

1.1.12 "Annual Financial Statements" means, in respect of each Obligor, the audited annual financial statements (consolidated if appropriate) of such Obligor in respect of the year contemplated in the applicable clause.

1.1.13 "Applicable Law" means, in relation to South Africa, any law, regulation, regulatory requirement judgment, order or direction or any other act of any government entity of South Africa and includes any law insofar as it relates to the interpretation of any law.

1.1.14 "Approved Minerals" means platinum, palladium, gold, nickel and copper and "Approved Mineral" means any one of them.

1.1.15 "Assignment Entities" means The Standard Bank of South Africa Limited, Absa Bank Limited, Nedbank Limited, Rand Merchant Bank (a division of FirstRand Bank Limited), Old Mutual Specialised Finance (Proprietary) Limited and Sanlam Capital Markets Limited and "Assignment Entity" means any one of them.

1.1.16 "Auditors" means any one of PricewaterhouseCoopers Ernst & Young, KPMG or Deloitte or such other firm approved in advance by the Lender (such approval not to be unreasonably withheld or delayed).

1.1.17 "Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

1.1.18 "BMC Minerals" means copper and nickel and "BMC Mineral" means either of them.

1.1.19 "Borrower" means Pilanesberg Platinum Mines Proprietary Limited (Registration No. 2002/015572/07), a company duly incorporated in accordance with the laws of South Africa and having its registered address at 6 Ecofusion Office Park, Block B, 324 Witch-Hazel Avenue, Highveld Extension 59, South Africa.

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1.1.20 "Borrower Account" means the bank account of the Borrower having the following details, namely:-

Bank: The Standard Bank of South Africa Limited

Account Name: Pilanesberg Platinum Mines Proprietary Limited

Branch No: Cententurion 01-26-45

Account No: [***]

1.1.21 "Borrower Entitlement Amount" means the Excluded Mineral Payment Amount and/or the Non-Financed Amount.

1.1.22 "Borrower Invoice" means the invoice delivered by the Borrower to Impala in respect of the Concentrate Lots which were delivered by the Borrower to Impala during the applicable Delivery Month.

1.1.23 "Borrower Shareholders" means the legal and beneficial owners of the issued share capital of the Borrower from time to time and "Borrower Shareholder" means any one of them.

1.1.24 "Break Costs" means, in respect of any Advance, all Losses properly evidenced and actually incurred or sustained by the Lender in relation to the termination or modification of any commodity, currency, interest rate or other hedging arrangements or on account of any funds borrowed, contracted for or utilised to fund such Advance due to non-payment (in whole or in part) of the Aggregate Gross Amount of such Advance on the Payment Date of such Advance.

1.1.25 "Break Fee" means a fee payable by the Borrower to the Lender in an amount of R600 000,00 (six hundred thousand Rand).

1.1.26 "Break Gains" means, in respect of any Advance, any amount actually received by the Lender (as properly evidenced), in relation to the termination or modification of any commodity, currency, interest rate or other hedging arrangements or on account of any funds borrowed, contracted for or utilised to fund such Advance as a result of the Lender receiving any payment (in whole or in part) of the Aggregate Gross Amount of such Advance on a date other than the Payment Date of such Advance.

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1.1.27 "Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in Johannesburg, South Africa and London, England.

1.1.28 "Cancellation Dates" means:-

1.1.28.1 the date on which all of the Facility Limit is cancelled by the Borrower in terms of clause 13 hereof; or

1.1.28.2 each date on which a portion of the Facility Limit is cancelled by the Borrower in terms of clause 13 hereof,

and "Cancellation Date" means any one of such dates, as the context may require.

1.1.29 "Cancellation Fee" means the fee which is payable by the Borrower to the Lender in respect of any Cancelled Portion, which fee shall be an amount, in Rands, calculated in accordance with the following formula:-

CP = P x 0.65% x (CM ÷ 12)² x (CP ÷ FL)

Where:-

CF = the Cancellation Fe;

uP = the Unutilised Portion;

CM = the relevant Cancelled Portion;

FL = The Facility Limit (immediately prior to deducting the relevant Cancelled Portion0,

an illustrative example of the calculation of which Cancellation Fee is attached hereto as Schedule 3.

1.1.30 "Cancellation Notice" means the notice issued by the Borrower to the Lender pursuant to clause 13.2 hereof.

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1.1.31 "Cancellation Period" means, in respect of any Cancelled Portion, the period commencing on (but excluding) the Cancellation Date and ending on (and including) the Maturity Date contemplated in clause 1.1.114.1 hereof.

1.1.32 "Cancelled Portion" means the whole or any part of the Facility Limit which is cancelled in terms of clause 13 hereof.

1.1.33 "Capital" means the aggregate amount of the Facility drawn down by the Borrower from time to time and which has not been repaid by the Borrower to the Lender.

1.1.34 "Ceded Rights" means all of the Borrower's right, title and interest in and to (i) all payments rights under the Concentrate Agreement; and (ii) all proceeds due to the Borrower arising from any Hedging Arrangement.

1.1.35 "Collection Account" means the account of the Lender into which all payments due and owing by Impala to the Borrower in terms of the Concentrate Agreement shall be paid namely:

Account Name: Investec Bank Limited

Bank: Investec Bank Limited

Branch Code: 580105

Account No: [***]

1.1.36 "Commitment Fee" means 0,45% (zero comma four five per cent) per annum of the aggregate undrawn amount of the Facility from time to time during the relevant Facility Availability Period, payable on each Commitment Fee Payment Date

1.1.37 "Commitment Fee Commencement Date" means the date in the second calendar month following the Facility Availability Date corresponding to the Facility Availability Date.

1.1.38 "Commitment Fee Payment Date" means the last Business Day of each Commitment Fee Period.

1.1.39 "Commitment Fee Period" means a period of 1 (one) month provided that:

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1.1.39.1 the first Commitment Fee Period shall commence on the Commitment Fee Commencement Date and shall expire on the 1^st (first) Business Day of the next calendar month; and

1.1.39.2 each subsequent Commitment Fee Period shall commence on the last Business Day of the previous Commitment Fee Period.

1.1.40 "Companies Act" means the Companies Act No. 71 of 2008.

1.1.41 "Concentrate" shall bear the meaning ascribed thereto in the Concentrate Agreement

1.1.42 "Concentrate Agreement" means collectively (i) the Treatment of Concentrate and Sale of Metals Agreement entered into on or about 23 June 2015 between the Borrower (as seller) and Impala (as purchaser); and (ii) all and any other concentrate agreements entered into between the Borrower and Impala pursuant to which inter alia the Borrower agrees to sell the Concentrate to Impala, all on the terms and conditions contained therein.

1.1.43 "Concentrate Lot" means each 100 dry metric ton of Concentrate delivered by the Borrower to Impala which is defined as an "Accounting Batch" in the Concentrate Agreement.

1.1.44 "Conditions Precedent" means the conditions precedent in clause 5 hereof.

1.1.45 "Constitutional Documents" means, in relation to any entity, the memorandum and articles of association and certificate of incorporation or other constitutional documents of such entity.

1.1.46 "Control" means, in relation to any company or similar organisation or person, the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:-

1.1.46.1 cast, or control the casting of, more than 50% (fifty per cent) of the votes that might be cast at a general meeting of such person; or

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1.1.46.2 the power to appoint the majority of directors (if the person is a company) or trustees (if the person is a trust); or

1.1.46.3 any analogous rights to those referred to in clauses 1.1.46.1 and 1.1.46.2 hereof in relation to any other person or entity,

and "Controlled" or "Controlling" shall have corresponding meanings.

1.1.47 "Current Period" means the First Facility Period and each applicable Renewal Period thereafter.

1.1.48 "Debt to Equity Ratio" means, as of any date, the ratio comprised by the Aggregate Outstandings to the Shareholders Equity on such date.

1.1.49 "Default" means an Event of Default or any event or circumstance specified in clause 26.1 hereof, which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

1.1.50 "Default Interest" means Interest at the Default Rate accruing in terms of clause 16.2 hereof.

1.1.51 "Default Rate" means the rate which is 2% (two per cent) above the Prime Rate.

1.1.52 "Delivery Month" means each month in respect of which Concentrate is delivered to Impala in terms of the Concentrate Agreement.

1.1.53 "Derived JIBAR Rate" means -

1.1.53.1 in respect of any Interest Period which is longer than 1 (one) month but shorter than 3 (three) months, and on any applicable JIBAR Determination Date, the rate of interest which is interpolated by the Lender, acting reasonably, from One Month JIBAR and Three Month JIBAR; and

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1.1.53.2 in respect of any Interest Period which is longer than 3 (three) months but shorter than 6 (six) months, and on any applicable JIBAR Determination Date, the rate of interest which is interpolated by the Lender, acting reasonably, from Three Month JIBAR and Six Month JIBAR.

1.1.54 "Determination Date" means the date on which the Price of each Approved Mineral to be financed in terms of an Advance is agreed or determined in accordance with the provisions of clause 8 hereof.

1.1.55 "Determination Reference Banks" means JP Morgan, Goldman Sachs and Societe Generale or any one or more of the Replacement Determination Reference Banks, as the case may be.

1.1.56 "Disbursement Request" means the Disbursement Request substantially in the form set out in Schedule 2 or such other form as may be accepted by the Lender, to be delivered by the Borrower to the Lender from time to time during the relevant Facility Availability Period in accordance with this Agreement.

1.1.57 "Discount Amount" means, in respect of each Advance, an amount in Rands determined in accordance with the following formula:-

DA= AGA x IDR x (d ÷ 365)

Where:-

DA = the Discount Amount;

AGA = the Aggregate Gross Amount

UDR = BDR + m;

m = the Margin;

BDR =

i = the Relevant Base Interest Rate which corresponds to the relevant Interest Period of such Advance; and

d = the number of days in the Interest Period in respect of such Advance.

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1.1.58 "Discount Amount" means, in respect of each Advance, an amount in Rands determined in accordance with the following formula:-

1.1.58.1 the dates on which such Concentrate Lots were delivered by the Borrower to Impala during such Delivery Month;

1.1.58.2 the moisture content of such Concentrate Lots;

1.1.58.3 the Impala Initial Metal Analysis in respect of such Concentrate Lots;

1.1.58.4 the Pilanesberg Initial Metal Analysis in respect of such Concentrate Lots;

1.1.58.5 the DMT of such Concentrate Lots;

1.1.58.6 if applicable, the determination by the parties to the Concentrate Agreement or the umpire laboratory, as the case may be, of such Concentrate Lots, in accordance with the terms of the Concentrate Agreement;

1.1.58.7 the Settlement Analysis (if applicable) of such Concentrate Lots; and

1.1.58.8 the percentage of chromium oxide in such Concentrate (if available).

1.1.59 "Disposal" means a sale, lease, licence, transfer, loan or other disposal by a person of any asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions) and "Dispose" shall have a corresponding meaning.

1.1.60 "DMT" shall bear the meaning ascribed thereto in the Concentrate Agreement.

1.1.61 "Dollars", "US$" and "USD" means the lawful currency of the United States of America.

1.1.62 "Due Diligence Investigations" means due diligence investigations required to be conducted by the Lender as prescribed by the Lender's internal compliance requirements.

1.1.63 "Economic Failure" means an event or circumstance has occurred or events or circumstances have occurred (including any material adverse change or the continuation of any circumstance(s)), determined in the sole discretion of the Lender, acting reasonably, in the South African or international capital markets or in South African or international monetary, financial, political or economic conditions which materially adversely impacts on the Lender's ability to hedge an Advance and/or renders it unlawful or impossible for the Lender to advance any amount against the Facility to the Borrower in accordance with the provisions of this Agreement.

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1.1.64 "Event of Default" means any event or circumstance specified as such in clause 26.1 hereof.

1.1.65 "Excluded Minerals" means rhodium, ruthenium and iridium.

1.1.66 "Excluded Mineral Payment Amount" means any amount paid by Impala into the Collection Account on account of the Excluded Minerals.

1.1.67 "Excluded Person" means:-

1.1.67.1 any person listed on the sanction lists of OFAC, the UN and/or Interpol from time to time;

1.1.67.2 Politically Exposed Persons; and

1.1.67.3 any person listed on any other recognised or official published list analogous to the sanction lists contemplated in clause 1.1.67.1 hereof.

1.1.68 "Facility" means a revolving commodity financing facility in an amount not exceeding the Facility Limit which is made available during the relevant Facility Availability Period by the Lender to the Borrower in terms of this Agreement.

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1.1.69 "Facility Availability Date" means the first Business Day following fulfilment or waiver, as the case may be, of the Conditions Precedent referred to in Clause 5.1, or such other date as the Lender and the Borrower may agree in writing, provided that in respect of any Renewal Period subsequent to the First Facility Period, the Facility Availability Date means the first Business Day following the later of the commencement date of the Renewal Period and the date on which the lender receives a copy of the executed Concentrate Agreement or any amendment or renewal thereof which permits delivery of the Concentrate by the Borrower to Impala during the Renewal Period and which is in form and substance satisfactory to the Lender and is in full force and effect in accordance with its terms.

1.1.70 "Facility Availability Period" means, provided that no Event of Default has occurred and is continuing, the period commencing on the Facility Availability Date and ending on the date on which the Borrower ceases to be entitled to deliver Concentrate to Impala in terms of the Concentrate Agreement.

1.1.71 "Facility Limit" means, at any time, an aggregate amount of R400 000 000,00 (four hundred million Rand), less the amount of each Cancelled Portion, the Aggregate Outstandings under the Facility and the other Finance Documents.

1.1.72 "FICA" means the Financial Intelligence Centre Act, 2001.

1.1.73 "FICA Obligations" means the Borrower's obligations under clause 12.1.2 to provide the information and documentation that is required by a Lender under FICA in respect of the Relevant Shareholder.

1.1.74 "FICA Obligor" means any Relevant Shareholder in respect of which the Lender requires documents and/or information in accordance with the provisions of FICA as contemplated in clause 12.1.1.2 hereof.

1.1.75 "Finance Documents" means:-

1.1.75.1 this Agreement;

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1.1.75.2 the Amendment and Restatement Agreement;

1.1.75.3 the Impala Notice;

1.1.75.4 the Northam Finance Documents;

1.1.75.5 each Disbursement Request;

1.1.75.6 the ISDA Master Agreement; and

1.1.75.7 each Hedge Confirmation,

and any other document designated as a "Finance Document" by the Lender and the Borrower.

1.1.76 "Financial Half Year" means the 6 (six)-month periods ending on 31 August of any Financial Year (it being recorded that the end of such Financial Half Year is being changed to 30 June as a result of the change of the Financial Year).

1.1.77 "Financial Indebtedness" means any indebtedness for or in respect of:-

1.1.77.1 moneys borrowed;

1.1.77.2 debit balances at banks or other financial institutions;

1.1.77.3 any acceptance under any acceptance credit or bill discounting facility.

1.1.77.4 any issue of bonds, notes, debentures, loan stock or any similar instrument ;

1.1.77.5 the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with IFRS, be treated as a balance sheet liability;

1.1.77.6 receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis and meet any requirement for de-recognition under the Accounting Principles);

1.1.77.7 any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution (other than any indemnity or guarantee in favour of the relevant authority in respect of the rehabilitation liability of the Borrower in respect of its mine);

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1.1.77.8 any amount raised by the issue of redeemable shares which are redeemable (other than at the option of the issuer) prior to the Maturity Date;

1.1.77.9 any amount of any liability under an advance or deferred purchase agreement if:-

1.1.77.9.1 one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question; or

1.1.77.9.2 the agreement is in respect of the supply of assets or services and payment is due more than 120 (one hundred and twenty) days after the date of supply;

1.1.77.10 any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing; and

1.1.77.11 any liability in respect of any guarantee for any of the items referred to in clauses 1.1.77.1 to 1.1.77.10 hereof,

whether or not same is reflected on the balance sheet of the applicable entity.

1.1.78 "Financial Year" means the period commencing on 1 March of any year and ending on 28 February of the following year (it being recorded that the end of such Financial Year is being changed to 31 December).

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1.1.79 "First Advance" means the Advance made by the Lender on the First Advance Date.

1.1.80 "First Advance Additional Information" means any other documents or information (other than Advance Calculation Information) required by the Lender, acting reasonably, in relation to the First Advance.

1.1.81 "First Advance Date" means the date on which the Lender makes the first Advance to the Borrower under this Agreement pursuant to a Disbursement Request.

1.1.82 "First Facility Period" means the period commencing on the Facility Availability Date and ending on 31 March 2018.

1.1.83 "Force Majeure Event" means any one of the events contemplated in the paragraph headed "Force Majeure" of the Concentrate Agreement.

1.1.84 "Gross Amount" means, in respect of each Advance and in respect of each Approved Mineral to be financed in term s of such Advance, an amount, in Rands, determined in accordance with the following formula:-

GA= Q x LFP x P

Where:-

GA = the Gross Amount of the Advance relating to such Approved Mineral;

Q = the Quantity of the Approved Mineral in question; the Loan Factor Percentage; and

LFP = the loan Factor Percentage; and

P = the Price of the Approved Mineral in question.

1.1.85 "Guarantor" means Platmin South Africa Proprietary Limited previously known as Boynton Investments Proprietary Limited, (Registration No. 2000/002572/07), a company duly incorporated in accordance with the laws of South Africa and having its registered address at 6 Ecofusion Office Park, Block B, 324 Witch-Hazel Avenue, Highveld Extension 59, South Africa.

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1.1.86 "Hedge Confirmation" means in respect of each Advance, each confirmation concluded between the Borrower and the Lender under the ISDA Master Agreement pursuant to which the Borrower and the Lender record the terms of the Hedging Arrangement in respect of that Advance, all on the terms and conditions contained therein

1.1.87 "Hedging Arrangement" means, in respect of each Advance, any and all hedging arrangements entered into by the Borrower with the Lender in respect of the forward price of the expected Quantity of Approved Minerals to be processed by Impala in respect of that Advance.

1.1.88 "High Risk Jurisdictions" means countries which are identified by the OECD Financial Action Task Force from time to time as being high risk jurisdictions and "High Risk Jurisdiction" means any one of them.

1.1.89 "IFRS" means international financial reporting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

1.1.90 "Impala" means Impala Refining Services Limited (Registration No. 1968/009670/06) a limited liability company duly registered and incorporated in accordance with South African Law and carrying on business at the corner of Cowles Street and East Geduld Road, East Geduld, Springs, 1560, Gauteng, South Africa.

1.1.91 "Impala Notice" means the notice substantially in the form which is attached as Annexure B to the Amendment and Restatement Agreement notifying Impala that payments under the Concentrate Agreement should be paid into the Collection Account and the Borrower waiving its right to call for delivery of refined Platinum or Palladium in lieu of payment for the concentrate delivered to Impala.

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1.1.92 "Impala Initial Metal Analysis" means the analytical results in respect of each Concentrate Lot delivered by the Borrower to Impala, communicated in writing by Impala to the Borrower.

1.1.93 "Impala Invoice" means the VAT invoice delivered by Impala to the Borrower detailing , inter alia, treatment costs, royalties or penalties which are payable by the Borrower to Impala in respect of the Concentrate which has been delivered by the Borrower to Impala during any Delivery Month and which has been processed by Impala.

1.1.94 "Insolvency Act 1936" means the South African Insolvency Act, 1936 (Act No. 24 of 1936.

1.1.95 "Insolvency Event" means, in relation to any person, any of the following events or circumstances:-

1.1.95.1 an order or declaration is made or a meeting of the directors or shareholders of such person is convened to consider the passing of a resolution, or a resolution is passed for the administration, custodianship, curatorship, bankruptcy, liquidation, sequestration, winding-up, dissolution or placing under supervision for business rescue proceedings (and whether provisional or final) of it or its estate but excludes a bona fide solvent reorganisation the terms of which have been approved in advance by the Lender, acting reasonably;

1.1.95.2 it is unable (or admits inability) to pay its debts generally as they fall due or is (or admits to being) otherwise insolvent or stops, suspends or threatens to stop or suspend payment of all or a material part of its debts or proposes or seeks to make or makes a general assignment or any arrangement or composition with or for the benefit of its creditors or a moratorium is agreed or declared in respect of or affecting all or a material part of its indebtedness;

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1.1.95.3 it takes any proceeding or other step with a view to the general readjustment, rescheduling or deferral of its indebtedness to its creditors generally or any part of such indebtedness (or any part thereof) which it would otherwise be unable to pay when due or proposes to take any such step;

1.1.95.4 any receiver, administrative receiver, administrator, compulsory manager, judicial custodian, curator, trustee in bankruptcy, liquidator, business rescue practitioner or the like (in each case whether provisional or final) is appointed in respect of it or any material part of its assets or it requests any such appointment;

1.1.95.5 any act which, if such act was committed by a South African individual, would be an act of insolvency within the meaning of section 8 (other than sections 8 (a), (b) and (f)) of the Insolvency Act, as amended from time to time or any equivalent legislation in any jurisdiction to which such person is subject;

1.1.95.6 an application is made by any affected person for an order placing it under supervision for business rescue proceedings as contemplated in section 131 1) of the Act; or

1.1.95.7 it is "financially distressed" as contemplated in section 128(1) of the Act or may become "financially distressed" within a period of 6 (six) months.

1.1.96 "Interest" means interest on the Aggregate Gross Amount in respect of each Advance, which is the Discount Amount.

1.1.97 "Interest Period" means:-

1.1.97.1 in respect of each Advance, the period commencing on the Relevant Advance Date and ending on the date which is 5 (five) Business Days calculated from the expiry of the Quotational Period to which such Advance relates; or

1.1.97.2 such other period as may be agreed to by the Borrower and the Lender, provided that the final Interest Period for each Advance shall not extend beyond the Maturity Date.

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1.1.98 "Interim Financial Statements" means:-

1.1.98.1 in respect of the Borrower, unaudited consolidated interim financial statements in respect of the Financial Half Year, ending on the last day of its Financial Half Year; and

1.1.98.2 in respect of the Guarantor, the unaudited interim financial statements (consolidated if appropriate) of such Guarantor in respect of the Financial Half Year ending on the last day of its Financial Half Year.

1.1.99 "Interpol" means the International Criminal Police Organisation.

1.1.100 "ISDA Master Agreement" means collectively the 2002 ISDA Master and schedule or schedules thereto entered into on or about 28 August 2009 between the Borrower and the Lender.

1.1.101 "JIBAR " means the Johannesburg Interbank Agreed Rate.

1.1.102 "JIBAR Determination Date" means, in respect of each Advance, the Business Day immediately preceding the Relevant Advance Date or such other date as the Parties may agree.

1.1.103 "Judgment " means any judgment or arbitration or similar award.

1.1.104 "Lender" means Investec Bank Limited, (Registration No. 1969/004763/06), a limited liability company registered and incorporated in accordance with the laws of South Africa, carrying on business at 100 Grayston Drive, Sandown, Sandton, 2196, South Africa.

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1.1.105 "Loan " means the sum of all Aggregate Gross Amounts which are the subject matter of all Advances which have been made to the Borrower but which have not been repaid by the Borrower in accordance with the provisions of this Agreement, plus all Default Interest thereon, if any.

1.1.106 "Loan Factor Percentage" means 89.3% (eighty nine point three per cent), provided that, if after receipt of a Disbursement Request and having regard to the Dispatch Analysis Schedule attached thereto as Annexure B:-

1.1.106.1 the average chromium oxide content of the Concentrate Lots which are delivered by the Borrower to Impala during the relevant Delivery Month is greater than 1,2% (one comma two per cent) but less than 1,4% (one comma four per cent), then the Lender shall be entitled to reduce the loan factor percentage to 87% (eighty seven per cent);

1.1.106.2 the average chromium oxide content of the Concentrate Lots which are delivered by the Borrower to Impala during the relevant Delivery Month is greater than 1,4% (one comma four per cent), then the Lender shall be entitled to either:-

1.1.106.2.1 reduce the loan factor percentage to 83% (eighty three per cent); or

1.1.106.2.2 refuse to finance the Approved Minerals in the Concentrate Lot in question.

1.1.107 "Losses" includes all losses, payments, damages, liabilities, claims, proceedings, actions, charges, demands, fees, judgments, costs and expenses or other sanctions of a monetary nature, and the term "Loss" shall bear a corresponding meaning.

1.1.108 "LBM" means the London Bullion Market.

1.1.109 "LME" means the London Metals Exchange.

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1.1.110 "LPPM" means the London Platinum and Palladium Market.

1.1.111 "Management Accounts" means the consolidated management accounts of each Obligor.

1.1.112 "Margin" means an all-in margin of 2.4% (two point four per cent) nacm, as adjusted pursuant to clause 17.1 hereof.

1.1.113 "Material Adverse Event" means any event, circumstance or matter or combination of events, circumstances or matters which has or is likely, in the opinion of the Lender, acting reasonably, to have a material adverse effect on:-

1.1.113.1 the business, operations, property or condition (financial or otherwise) of either Obligor or Impala; or

1.1.113.2 the ability of either Obligor to perform any of its material obligations (financial or otherwise) under this Agreement or any other Finance Document to which it is party; or

1.1.113.3 the ability of either Obligor or Impala to perform any of its material obligations (financial or otherwise) under the Concentrate Agreement; or

1.1.113.4 the legality, validity or enforceability of any of the Finance Documents.

1.1.114 "Maturity Date" means the date which is the earliest to occur of:-

1.1.114.1 31 March 2018 being the termination date of the current period (the "Current Period") or the last day of any Renewal Period, as applicable;

1.1.114.2 the date on which the Lender has notified the Borrower that it requires repayment of the Loan following the occurrence of an Event of Default; or

1.1.114.3 the Cancellation Date, if the Facility is cancelled in full on such Cancellation Date.

1.1.115 "Mineral Classes" means, collectively, the PMC Minerals and the BMC Minerals and "Mineral Class" means either of them.

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1.1.116 "nacm" means nominal annual compounded monthly in arrears.

1.1.117 "Non Financed Amount" means, in respect of any Approved Mineral any amount in Rands which is paid by Impala to the Borrower in respect of such Approved Mineral which has not been financed by means of an Advance under this Agreement.

1.1.118 "Northam" means Northam Platinum Limited (Registration No. 1977/003282/06) a limited liability company duly registered and incorporated in accordance with the laws of South Africa and carrying on business at Farm Zondereinde, 384 KO, District Thabazimbi, South Africa.

1.1.119 "Northam Finance Documents" shall bear the meaning the ascribed to the term "Finance Documents" in the Northam Revolving Credit Facility.

1.1.120 "Northam Revolving Credit Facility" means the Revolving Commodity Financing Facility Agreement entered into on 9 October 2009 between Investec, the Borrower and the Guarantor as amended from time to time in terms of which the Lender has granted a commodity financing facility to the borrower in respect of concentrate delivered to Northam by the Borrower and all and any other revolving commodity financing facility agreements replacing such facility from time to time.

1.1.121 "Obligors " means the Borrower and the Guarantor and "Obligor" means either of them.

1.1.122 "OFAC" means the Office of Foreign Assets Control.

1.1.123 "One Month JIBAR" means, on each JIBAR Determination Date:-

1.1.123.1 the mid-market rate for deposits in Rands with South African banks for a period of 1 (one) month which is published by Reuters Screen SAFEY page (or on any nominated successor screen) at approximately 11hOO Johannesburg time on that date (as determined by the Lender); and

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1.1.123.2 if the rate referred to in clause 1.1.123.1 does not so appear on the Reuters Screen SAFEY page (or on any nominated successor screen) for any reason whatsoever on such date, the rate determined on the basis of the average of the mid-market 1 (one) month deposit rates quoted by the Reference Banks at or about 11h00 (Central African time) on the relevant JIBAR Determination Date. For this purpose, the Lender will request the principal Johannesburg office of each of the Reference Banks to provide a quotation of its rate (expressed as nacm rate) in respect of 1 (one) month deposits in Rands and, if 2 (two) or more quotations are provided, the rate for the relevant JIBAR Determination Date will be the average of the quotations provided to the Lender.

In the event of any dispute, 1 (one) month JIBAR shall be the rate certified by the Lender and whose certificate shall, in the absence of manifest error, be prima facie proof of 1 (one) month JIBAR

1.1.124 "Original Facility Agreement" means the means the revolving commodity financing facility agreement entered into on or about the Original Signature Date between, inter alias, the Borrower and the Lender in terms of which, inter alia, the Lender agreed to make a commodity financing facility available to the Borrower, all on the terms and conditions contained therein.

1.1.125 "Original Financial Statements" means:-

1.1.125.1 in relation to the Borrower, its Annual Financial Statements for the period ending on 28 February 2012; and

1.1.125.2 in relation to the Guarantor, its Annual Financial Statements for its Financial Year ending on 28 February 2012.

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1.1.126 "Original Signature Date" means 26 June 2013.

1.1.127 "Ounces" means 31,104 (thirty one comma one zero four) grams.

1.1.128 "Parties" means the Borrower, the Lender and the Guarantor, and "Party" means any one of them, as the context may require.

1.1.129 "Payment Date" means, in respect of each Advance, the last day of the Interest Period relating to such Advance.

1.1.130 "Pilanesberg Initial Metal Analysis" means the analytical results in respect of each Concentrate Lot delivered by the Borrower to Impala, communicated in writing by the Borrower to Impala in terms of the Concentrate Agreement.

1.1.131 "Platmin" means Sedibelo Platinum Mines Limited (formerly known as Platmin Limited), a limited liability company duly registered and incorporated in accordance with the laws of Guernsey, carrying on business at 11 New Street, St Peter Port, Guernsey GY12PF.

1.1.132 "PMC Minerals" means platinum, palladium and gold and "PMC Mineral" means any one of them.

1.1.133 "PMC Spot Price" means, in respect of a PMC Mineral and on each relevant Determination Date, the price of such PMC Mineral as agreed to between the Borrower and the Lender, or as determined, as the case may be, in terms of clause 8 hereof, with reference to the price of such PMC Mineral on the LBM (in the case of gold) and the LPPM (in the case of platinum and palladium), as the case may be, on such Determination Date.

1.1.134 "PMC Forward Price" means, in relation to a PMC Mineral in respect of which an Advance has been requested by the Borrower, and on the relevant Determination Date, the forward price on such PMC Mineral on the LBM (if the relevant PMC Mineral is gold) or the LPPM (if the relevant PMC Mineral is platinum or palladium), as the case may be, for the period that corresponds to the Interest Period in respect of the proposed Advance on such Determination Date.

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1.1.135 "Politically Exposed Persons" means:-

1.1.135.1 persons into whose financial affairs the Lender is required to conduct Due Diligence Investigations (but not including any FICA Obligors); and

1.1.135.2 persons from High Risk Jurisdictions into whose financial affairs the Lender is required to conduct Due Diligence Investigations (but not including any FICA Obligors),

and in respect of whom, after having conducted the Due Diligence Investigations contemplated in clauses 1.1.135.1 and 1.1.135.2 hereof, as the case may be, the Lender determines that it is not entitled to enter into any transaction with or execute any transaction on behalf of such person.

1.1.136 "Preceding Delivery Month" means the Delivery Month immediately preceding the calendar month in which the Required Delivery Date occurs.

1.1.137 "Prepayment Date" shall bear the meaning ascribed thereto in clause 14.2.2 hereof.

1.1.138 "Prepayment Notice" means the written notice given by the Borrower to the Lender that it intends to prepay the Facility in the manner contemplated in clause 14 hereof.

1.1.139 "Price" means, in respect of an Approved Mineral to be financed in terms of any Advance, the price in Rands of such Approved Mineral as at the Determination Date, provided that -

1.1.139.1 in respect of a PMC Mineral, the price of such PMC Mineral shall be the PMC Spot Price of such PMC Mineral or such other price as the Borrower and Lender agree in writing; and

1.1.139.2 in respect of a BMC Mineral, the price of such BMC Mineral shall be the price of such BMC Mineral agreed to between the Borrower and the Lender or as determined, as the case may be, in terms of clause 8 hereof with reference to the forward price of such BMC Mineral on the LME for the period that corresponds to the Interest Period in respect of the proposed Advance.

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1.1.140 "Prime Rate" means the basic rate of interest (per cent, per annum, compounded monthly in arrear and calculated on a 365 (three hundred and sixty five) day year) from time to time quoted by the Lender as being its prime overdraft rate, as certified by any manager of the Lender, whose appointment and designation need not be proved.

1.1.141 "Quantity" means, save as otherwise contemplated by this Agreement, in respect of each Advance, the quantity of the relevant Approved Mineral for the Delivery Month immediately preceding the Relevant Advance Date of such Advance, determined in accordance with the following formula -

Q = N x SA x RRP

Where:-

Q = the Quantity of the relevant Approved Mineral in question;

N = the net dry weight of Concentrate in DMT received by Impala for the Delivery Month immediately preceding the Relevant Advance Date of such Advance;

SA = the weighted average of the grade of the relevant Approved Mineral in question, expressed in Ounces per DMT for PMC Minerals and expressed as a percentage per DMT for BMC Minerals reflected in the Settlement Analysis or, if the Settlement Analysis is not available as at the relevant JIBAR Determination Date. then the grade of the relevant Approved Mineral in question, expressed in Ounces per DMT for PMC Minerals and expressed as a percentage of DMT for BMC Minerals which is reflected in the Impala Initial Metal Analysis; and

RRP = the Recovery Rate Percentage of the relevant Approved Mineral in question.

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1.1.142 "Quotational Period" means -

1.1.142.1 in relation to an amount equal to 80% (eighty per cent) of the Aggregate Gross Amount payable on account of any Advance, the date which is 86 days calculated from the date on which such Advance is made; and

1.1.142.2 in relation to an amount equal to 20% (twenty per cent) of the Aggregate Gross Amount payable on account of the Advance contemplated in clause 1.1.142.1, the date which is 144 days calculated from the date on which such Advance is made.

1.1.143 "Recovery Rate Percentage" means, in respect of each Approved Mineral, the overall return percentage corresponding to that Approved Mineral as provided for in the Concentrate Agreement.

1.1.144 "Reference Banks" means Absa Capital (a division of Absa Bank Limited), Standard Bank Corporate & Investment Bank (a division of The Standard Bank of South Africa Limited), Nedbank Capital (a division of Nedbank Limited) and Rand Merchant Bank (a division of FirstRand Bank Limited).

1.1.145 "Relevant Advance Date" means, subject to the fulfilment of the Conditions Precedent set out in clause 5.2 hereof, each date during the Facility Availability Period on which an Advance is made by the Lender to the Borrower in terms of this Agreement.

1.1.146 "Relevant Base Interest Rate" means, as applicable:-

1.1.146.1 One Month JIBAR;

1.1.146.2 Three Month JIBAR;

1.1.146.3 Six Month JIBAR; or

1.1.146.4 Derived JIBAR.

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1.1.147 "Relevant Shareholder" means, in respect of any proposed change of Control, the person who will acquire, or whose direct or indirect beneficial ownership interest in or holding of the:-

1.1.147.1 issued ordinary share capital the Borrower or the Guarantor or Platmin; or

1.1.147.2 the voting rights exercisable in the Borrower, the Guarantor or Platmin,

will or is proposed to increase and as a result of which increase, or acquisition, a change of Control will occur in respect of that person.

1.1.148 "Renewal Date" means the last day of the First Facility Period and the last day of any Renewal Period.

1.1.149 "Renewal Period" means, subject to clause 1.1.149.3 below, a period of 364 (three hundred and sixty four) days:-

1.1.149.1 the first Renewal Period shall commence on the expiry of the First Facility Period;

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1.1.149.2 each subsequent Renewal Period shall commence on the first day immediately following the last day of the previous Renewal Period;

1.1.149.3 no Renewal Period shall extend beyond the date on which the Concentrate Agreement expires in accordance with its terms; and

1.1.149.4 all Renewal Periods are agreed to by Investec in writing prior to the expiry of the First Facility Period or the current Renewal Period as applicable.

1.1.150 “Replacement Determination Reference Banks” means if JP Morgan and/or Goldman Sachs and/or Societe Generale are unable to act as Determination Reference Banks for the purposes of clauses 8 and/or 9 hereof, any one or more of the following banks as required to give effect to the provisions of clauses 8 and/or 9 hereof -

1.1.150.1 Citibank;

1.1.150.2 Credit Suisse;

1.1.150.3 Deutsche Bank AG; or

1.1.150.4 any one of the other largest market traders in BMC Minerals and PMC Minerals in South Africa or London agreed to by the Borrower and the Lender.

1.1.151 “Required Delivery Date” means the date which is 5 (five) Business Days prior to the end of a calendar month immediately following a Delivery Month.

1.1.152 “Sanctioned Entity” means:

1.1.152.1 any entity or person, country or territory which is listed on a Sanctions List or is subject to Sanctions;

1.1.152.2 a person which is ordinarily resident in a country or territory which is listed on a Sanctions List or is subject to Sanctions.

1.1.153 “Sanctioned Transaction” means the use of the proceeds of any Loan for the purpose of financing or providing any credit, directly or indirectly, to:

1.1.153.1 a Sanctioned Entity; or

1.1.153.2 any other person or entity, if the Borrower has actual knowledge that the person or entity proposes to use the proceeds of the financing or credit for the purpose of financing or providing any credit, directly or indirectly, to a Sanctioned Entity,

in each case to the extent that to do so is prohibited by, or would cause any breach of, Sanctions.

1.1.154 “Sanctions” means any trade, economic or financial sanctions, laws, regulations, embargoes or restrictive measures imposed, administered from time to time by any Sanctions Authority.

1.1.155 “Sanctions Authority” means:

1.1.155.1 the government of the Republic of South Africa;

1.1.155.2 the United Nations;

1.1.155.3 the European Union;

1.1.155.4 the Council of Europe (founded under the Treaty of London, 1946);

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1.1.155.5 the government of the Republic of France;

1.1.155.6 the government of the United States of America; and

1.1.155.7 the government of the United Kingdom,

and any of their governmental authorities, including, without limitation, the U.S. Office of Foreign Assets Control of the U.S Department of the Treasury, the US Department of Commerce, the U.S State Department or the US Department of the Treasury and Her Majesty’s Treasury and the French Ministry of Finance.

1.1.156 “Sanctions List” means the list of Specifically Designated Nationals and Blocked Persons List published by OFAC, the Consolidated List of Financial Sanctions Targets and Investments Ban List maintained by Her Majesty’s Treasury or any similar list maintained, or a public announcement of a Sanctions designation made, by any Sanctions Authority, in each case as amended, supplemented or substituted from time to time.

1.1.157 “Security Interest” means any agreement or arrangement having the effect of creating a security interest or right of possession, including any mortgage, pledge, lien, lease, cession, cession in securitatem debiti, right of retention, right of set-off or claim (but excluding any right of set-off, consolidation, merger or combination of accounts arising in favour of a banker by operation of Applicable Law), hypothecation, assignment, security interest, title retention, trust arrangement, preferential arrangement or encumbrance whatever, however created or arising.

1.1.158 “Senior Management” means, in respect of each member of each Obligor, all senior employees of such company designated by it as senior management.

1.1.159 “Settlement Analysis” means the settlement assay prepared in accordance with the provisions of the Concentrate Agreement.

1.1.160 “Shareholders Equity” means, as of any date, the aggregate of -

1.1.160.1 the Borrower’s share or stated capital, as applicable; plus

1.1.160.2 the Borrower’s share premium, if any; plus

1.1.160.3 the Borrower’s distributable and non-distributable reserves; plus

1.1.160.4 the aggregate of the principal amounts of the Shareholders Loans.

1.1.161 “Shareholders Loans” means, as of any date, the amount then owing by the Borrower to any Borrower Shareholder on account of loans made to the Borrower by such Borrower Shareholder.

1.1.162 “Signature Date” means the date of last signature of this Agreement.

1.1.163 “Six Month JIBAR” means, on each relevant JIBAR Determination Date-

1.1.163.1 the mid-market rate for deposits in Rands with South African banks for a period of 6 (six) months which is published by Reuters screen SAFEY page (or on any nominated successor screen) at approximately 11h00 Johannesburg time on that date (as determined by the Lender); and

1.1.163.2 if the rate referred to in clause 1.1.163.1 does not so appear on the Reuters Screen SAFEY page (or on any nominated successor screen) for any reason whatsoever on such date, the rate determined on the basis of the average of the mid-market 6 (six) month deposit rates quoted by the Reference Banks at or about 11h00 (Central African time) on the relevant JIBAR Determination Date. For this purpose, the Lender will request the principal Johannesburg office of each of the Reference Banks to provide a quotation of its rate (expressed as a nominal annual compounded semi-annually in arrears rate) in respect of 6 (six) month deposits in Rands and, if 2 (two) or more quotations are provided, the rate for the relevant JIBAR Determination Date will be the average of the quotations provided to the Lender.

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In the event of any dispute, 6 (six) month JIBAR shall be the rate certified by the Lender and whose certificate shall, in the absence of manifest error, be prima facie proof of 6 (six) month JIBAR.

1.1.164 “South Africa” means the Republic of South Africa.

1.1.165 “Specified Default” means an Event of Default contemplated in clause 26.1.1.

1.1.166 “Specified Warranties” means the representations and warranties -

1.1.166.1 contained in clauses 23.7.1.3, 23.13 and 23.14.2 hereof only insofar as same relate to the threat of proceedings contemplated in such provisions; and

1.1.166.2 contained in clauses 23.11.2 and 23.12.1 hereof.

1.1.167 “Spot Rate” means the USS/ZAR rate of exchange agreed to between the Lender and the Borrower, or determined, as the case may be, in terms of clause 9 hereof, with reference to the US$/ZAR foreign exchange spot trading rate published by Reuters on page “ZAR=INVT” at approximately 16:00 (South African time) on the relevant day.

1.1.168 “Subsidiary” means a subsidiary as contemplated in section 1 of the Companies Act.

1.1.169 “Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

1.1.170 “Term” means the period commencing on (and including) the First Advance Date and ending on the date on which the Loan is fully, finally and irrevocably repaid to the Lender.

1.1.171 “Termination Notice” means a written notice of termination which may be delivered by either party, to the Concentrate Agreement to the other party, to cancel the Concentrate Agreement whether due to a default or breach of the Concentrate Agreement or otherwise.

1.1.172 “Three Month JIBAR” means, on each relevant JIBAR Determination Date -

1.1.172.1 the mid-market rate for deposits in Rands with South African banks for a period of 3 (three) months which is published by Reuters screen SAFEY page (or on any nominated successor screen) at approximately 11h00 Johannesburg time on that date (as determined by the Lender); and

1.1.172.2 if the rate referred to in clause 1.1.172.1 does not so appear on the Reuters Screen SAFEY page (or on any nominated successor screen) for any reason whatsoever on such date, the rate determined on the basis of the average of the mid-market 3 (three) month deposit rates quoted by the Reference Banks at or about 11h00 (Central African time) on the relevant JIBAR Determination Date. For this purpose, the Lender will request the principal Johannesburg office of each of the Reference Banks to provide a quotation of its rate (expressed as a nominal annual compounded quarterly in arrears rate) in respect of 3 (three) month deposits in Rand and, if more than 2 (two) quotations are provided, the rate for the relevant JIBAR Determination Date will be the average of the quotations provided to the Lender.

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If in the event of any dispute, 3 (three) month JIBAR shall be the rate certified by the Lender and whose certificate shall, in the absence of manifest error, be prima facie proof of 3 (three) month JIBAR.

1.1.173 “UN” means the United Nations, established in terms of the United Nations Charter dated 26 June 1945.

1.1.174 “Unauthorised Change of Control” means -

1.1.174.1 a change of Control in relation to the Borrower, the Guarantor and/or Platmin, in respect of which the Borrower fails to comply with the FICA Obligations prior to the date of such change of Control; or

1.1.174.2 the Relevant Shareholder is an Excluded Person.

1.1.175 “Unpaid Sum” means any sum due and payable but unpaid by an Obligor under any Finance Document.

1.1.176 “Unutilised Portion” means, as at any relevant date and in respect of any Cancelled Portion, an amount determined in accordance with the following formula -

UP = FL-AUA

Where -

UP = the Unutilised Portion;

FL = the Facility Limit at such date; and

AUA = the relevant Aggregate Utilised Amount.

1.1.177 “Utilisation Period” means, in respect of any cancellation of the Facility, the period commencing on (and including) the Facility Availability Date and ending on (but excluding) the relevant Cancellation Date.

1.1.178 “VAT” or “Value Added Tax” means value-added Tax leviable in terms of the South African Value-Added Tax Act, 1991 (Act No. 89 of 1991) or equivalent sales or value added Tax under any Applicable Law.

1.1.179 “ZAR” or “R” or “Rands” or “South African Rands” means South African Rands, the lawful currency of South Africa.

1.2 Construction

1.2.1 Unless a contrary indication appears, a reference in this Agreement to -

1.2.1.1 “assets” includes present and future properties, revenues and rights of every description;

1.2.1.2 a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated with the consent of the Lender;

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1.2.1.3 “guarantee” means (other than in clause 22) any guarantee, letter of credit, bond, indemnity or similar assurance against Loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

1.2.1.4 “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

1.2.1.5 “month” shall be construed as a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month (and any reference to months shall be construed accordingly) save that, where any such period would otherwise end on a day which is not a Business Day, it shall end on the immediately preceding Business Day, provided that if a period starts on the last Business Day in a calendar month or if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that month;

1.2.1.6 a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

1.2.1.7 a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

1.2.1.8 the “winding up” of a person also includes the amalgamation, reconstruction, reorganisation, administration, dissolution, liquidation, merger or consolidation of that person, or the commencement of a business rescue plan, and any equivalent or analogous procedure under the Applicable Law of any jurisdiction in which that person is incorporated, domiciled or resident or carries on business or has assets; and

1.2.1.9 a time of day is a reference to South African time.

1.2.2 Section, clause and schedule headings are for ease of reference only.

1.2.3 Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

1.2.4 If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of this Agreement.

1.2.5 Where any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that that term has not been defined in this interpretation clause.

1.2.6 The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.

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1.2.7 The rule of construction that a contract shall be interpreted against the Party responsible for the drafting or preparation of the contract, shall not apply.

1.2.8 References to “including” and “in particular” shall not be construed restrictively but shall mean “including, without limitation to the generality of the foregoing” and “in particular, but without limitation to the generality of the foregoing” respectively.

1.2.9 Any reference to an enactment is to that enactment as at the Original Signature Date and as amended or re-enacted or replaced from time to time.

1.2.10 Any reference in this Agreement to any other agreement or document copy shall be construed as a reference to such other agreement as same may have been, or may from time to time be, amended, varied, novated or supplemented.

1.2.11 Where any number of days is to be calculated from a particular day, such number shall be calculated as including such particular day and excluding the last day of such number. Save as otherwise expressly provided for in this Agreement, if the last day of the number so calculated falls on a day which is not a Business Day, the last day shall be deemed to be the next succeeding Business Day.

1.2.12 In the event that the day for payment of any amount due in terms of this Agreement should fall on a day which is not a Business Day, the relevant day for payment shall be the succeeding Business Day.

1.2.13 Any reference to a Party includes that Party’s successors-in-title and permitted assigns.

1.2.14 Any reference in this Agreement to a Party shall, if such Party is liquidated or sequestrated, be applicable also to and binding upon that Party’s liquidator or trustee, as the case may be, to the extent that there is no conflict with any Applicable Law.

PART 2

INTRODUCTION

2. INTRODUCTION

2.1 It is recorded that-

2.1.1 the Borrower and the Guarantor have entered into this Facility (in respect of deliveries of Concentrate by the Borrower to Impala) and the Northam Revolving Credit Facility (in respect of concentrate delivered by the Borrower to Northam);

2.1.2 The Borrower has entered into the Concentrate Agreement with Impala, in terms of which (i) the Borrower sells to Impala, platinum group metals (“PGM”) and base metals (“BM”) in the form of Concentrate; (ii) Impala processes the PGM and the BM; and (iii) Impala is obliged to pay the Lender the purchase price for such Concentrate as a result of the Borrower having ceded (on an out and out basis) all of its right, title and interest in and to the Ceded Rights to the Lender;

2.1.3 Impala purchases the PGM and BM metals recovered by Impala during the processing of the Concentrate, and is obliged to pay a price determined during the applicable Quotational Period in respect of such Concentrate;

2.1.4 the Lender wishes to make the Facility available to the Borrower with the objective of facilitating the reduction of the Borrower’s working capital requirements;

2.1.5 the Facility is a renewable 364 (three hundred and sixty four) day revolving commodity financing facility in an aggregate amount not exceeding the Facility Limit;

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2.1.6 it is recorded that the Facility is in addition to the Northam Revolving Credit Facility and not in substitution thereof;

2.1.7 the Facility results in an effective spot-sale of selected PMC Minerals which are derived from the Concentrate which has been delivered by the Borrower to, and accepted by, Impala, through an Advance by the Lender to the Borrower;

2.1.8 in consideration for the Advances to be made by the Lender to the Borrower, the Borrower has ceded on an out-and-out basis all of the Ceded Rights to the Lender and Impala has, pursuant to the Impala Notice, acknowledged and agreed that it is required to make all payments on account of the Concentrate Agreement into the Collection Account and accordingly the Lender shall pay to the Borrower the Borrower Entitlement Amount in respect of such Excluded Minerals; in terms of the Facility, the Lender will finance up to 89.3% (eighty nine point three per cent) of the Approved Minerals derived from the Concentrate which is delivered by the Borrower to Impala in terms of the Concentrate Agreement from time to time. Excluded Minerals shall not be financed through the Facility;

2.1.9 the Borrower will be entitled to request Advances under the Facility from time to time during the Facility Availability Period by means of delivering a Disbursement Request to the Lender. Each Disbursement Request may be in respect of PMC Minerals and/or BMC Minerals to be financed in respect of such Advance, and the Borrower may not deliver more than 3 (three) Disbursement Requests to the Lender in respect of each Delivery Month;

2.1.10 each Advance made under the Facility will be calculated, in respect of each Approved Mineral to be financed in respect of such Advance, with reference to -

2.1.10.1 the specific quantity of the Approved Mineral, calculated with reference to the DMT of Concentrate delivered by the Borrower to, and received by, Impala as specified in the Dispatch Analysis Schedule or as confirmed by Impala as having been received by it;

2.1.10.2 the application of the LFP of up to 89.3% (eighty nine point three per cent), which LFP may be reduced according to the average chromium oxide content of the Concentrate to be financed in terms of such Advance, and with the balance being, the Non Financed Amount, for the risk and reward of the Borrower; and

2.1.10.3 the Rand price of the relevant Approved Mineral which, in the case of PMC Minerals, will be a spot price and, in the case of BMC Minerals, will be based on a forward price for such BMC Mineral or as otherwise agreed between the Lender and the Borrower in writing;

2.1.11 the amounts in respect of each PMC Mineral or BMC Mineral, as the case may be, to be financed in terms of each Advance which are calculated in clause 2.1.11 above will then be aggregated to determine the Aggregate Gross Amount for each Advance;

2.1.12 the interest on the Aggregate Gross Amount for each Advance shall be determined upfront, and shall be based on JIBAR (converted to a discounted rate according to the formula applied to determine the Discount Amount in respect of such Advance) corresponding to the Interest Period of such Advance, plus a Margin, and shall be deducted from the Aggregate Gross Amount for the purposes of determining the amount of the Advance to be made to the Borrower;

2.1.13 the Aggregate Gross Amount shall be payable by the Borrower to the Lender on each relevant Payment Date;

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2.1.14 Advances made in respect of PMC Minerals and BMC will be repayable by the Borrower by no later than 5 (five) business days after the end of each applicable Quotational Period and are discharged by the Borrower by the Lender paying such amount from the Collection Account; and

2.1.15 a Hedging Arrangement will be entered into by the Borrower in respect of each Advance and the gains, if any, due to the Borrower on account of such Hedging Arrangement are ceded (on an out-and-out basis) to the Lender pursuant to clause 11 of this Agreement; and

2.1.16 the amount of the Advances shall not be adjusted for, or take into account, any treatment costs, royalties or penalties which are payable by the Borrower to Impala in respect of the processing of the Concentrate, which treatment costs, royalties or penalties shall be payable by the Borrower to Impala by way of set-off.

2.1.17 The Parties wish to record their agreement in respect of the aforegoing in writing.

PART 3

TERMS AND CONDITIONS OF THE FACILITY

3. THE FACILITY

Subject to the terms of this Agreement and the other Finance Documents, the Lender makes the Facility available to the Borrower.

4. LOAN PURPOSE

4.1 The Borrower shall apply the Capital borrowed by it under the Facility for working capital purposes of the Borrower.

4.2 The Lender is not bound to monitor or verify the application of the Capital borrowed pursuant to this Agreement.

5. CONDITIONS PRECEDENT

5.1 Condition to Availability of the Facility

5.1.1 The Lender’s obligation to make the Facility available to the Borrower and to perform any other obligation in terms of this Agreement or the other Finance Documents was subject in all respects to the fulfilment of the following Condition Precedent, namely that on or before 21 July 2013, the Lender having received all of the documents and other evidence listed in Schedule 1 in form and substance satisfactory to the Lender and each of the conditions precedent therein having been fulfilled on or before 21 July 2013.

5.1.2 It is recorded that all of the documents and other evidence listed in Schedule 1 were delivered to the Lender on or prior to 21 July 2013.

5.2 Conditions to All Advances

5.2.1 The Lender’s obligation to make any Advance to the Borrower on each Relevant Advance Date and to perform any of its obligations in terms of this Agreement is subject in all respects to the fulfilment of the following conditions precedent as at the Relevant Advance Date, namely that -

5.2.1.1 the Condition Precedent referred to in clause 5.1 remains fulfilled as of such Relevant Advance Date;

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5.2.1.2 the Lender shall have received the Disbursement Request in respect of such Advance to be made during the Facility Availability Period no less than 1 (one) Business Days (or such shorter period as the Lender and the Borrower may agree to) prior to the Relevant Advance Date, provided that the Borrower shall not be entitled to furnish any such Disbursement Request nor shall the Lender be obliged to act in accordance with such Disbursement Request if-

5.2.1.2.1 the amount of such Advance is less than R1 000 000,00 (one million Rand);

5.2.1.2.2 the Aggregate Gross Amount of such Advance would cause the Facility Limit to be exceeded;

5.2.1.2.3 as a result of the proposed Advance more than 8 (eight) Advances will be outstanding; or

5.2.1.2.4 the Concentrate Agreement is not in full force and effect and/or the Borrower is not entitled to deliver Concentrate to Impala thereunder as at the time of the Relevant Advance Date;

5.2.1.3 no Default has occurred and is continuing as of the Relevant Advance Date;

5.2.1.4 no Economic Failure has occurred and is continuing as of the Relevant Advance Date;

5.2.1.5 no Force Majeure Event has occurred and is continuing as of the Relevant Advance Date;

5.2.1.6 the Borrower and the Lender have agreed the terms of the Hedging Arrangements in respect of such Advance;

5.2.1.7 the Lender has received, in form and substance satisfactory to the Lender (acting reasonably) -

5.2.1.7.1 a complete copy of the Dispatch Analysis Schedule in respect of the Concentrate Lots to be financed under the Advance in question;

5.2.1.7.2 a copy of Impala Initial Metal Analysis in respect of the Concentrate Lots to be financed under the Advance in question, certified as being a true and correct copy thereof by an authorised signatory of the Borrower;

5.2.1.7.3 if available, a provisional Borrower Invoice, duly counter-signed by an authorised signatory of Impala; and

5.2.1.7.4 all Advance Calculation Information;

5.2.1.8 the Disbursement Request is only in respect of an Advance calculated with reference to one Mineral Class;

5.2.1.9 the Borrower and the Lender have agreed the Price and the Spot Rate, or the Price and the Spot Rate have been determined, as applicable; and

5.2.1.10 the Borrower has not given a Prepayment Notice to the Lender in terms of clause 16.1 hereof.

5.2.2 If a Disbursement Request in respect of Concentrate delivered during the Preceding Delivery Month is delivered to the Lender after the Required Delivery Date, then no Advance shall be made in respect of such Concentrate.

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5.2.3 Where the determination of the fulfilment of any of the Conditions Precedent relates to a matter which requires the exercise of any discretion by the Lender, the Lender shall act reasonably in exercising such discretion.

5.3 First Advance Additional Information

5.3.1 If the Lender requires any First Advance Additional Information, the Lender shall be entitled to request the First Advance Additional Information from the Borrower by providing written notice to that effect to the Borrower as soon as reasonably possible after the receipt of the relevant Disbursement Notice, but in any event not less than 3 (three) Business Days prior to the First Advance Date.

5.3.2 The Borrower undertakes to use all reasonable commercial endeavours to deliver the First Advance Additional Information to the Lender on or before the date which is 2 (two) Business Days prior to the First Advance Date.

5.3.3 If the First Advance Additional Information is received by the Lender as contemplated in clause 5.3.2 hereof, the Lender shall only be obliged to disburse the First Advance to the Borrower if the First Advance Additional Information is in form and substance acceptable to the Lender.

5.3.4 If the Borrower is unable to deliver the First Advance Additional Information to the Lender within the period contemplated in clause 5.3.2 hereof-

5.3.4.1 the Borrower shall provide the Lender with written notice to that effect; and

5.3.4.2 the Borrower shall deliver the First Advance Additional Information, in form and substance acceptable to the Lender, to the Lender by no later than the date which is 5 (five) Business Days calculated from the First Advance Date.

5.4 Advance Additional Information

5.4.1 If the Lender requires any Advance Additional Information, the Lender shall be entitled to request the Advance Additional Information from the Borrower by providing written notice to that effect to the Borrower as soon as reasonably possible after the receipt of the relevant Disbursement Notice, but in any event not less than 3 (three) Business Days prior to the Relevant Advance Date.

5.4.2 The Borrower undertakes to use all reasonable commercial endeavours to deliver the Advance Additional Information to the Lender on or before the date which is 2 (two) Business Days prior to the Relevant Advance Date.

5.4.3 If the Advance Additional Information is received by the Lender as contemplated in clause 5.4.2 hereof, the Lender shall only be obliged to disburse the relevant Advance to the Borrower if the Advance Additional Information is in form and substance acceptable to the Lender.

5.4.4 If the Borrower is unable to deliver the Advance Additional Information to the Lender within the period contemplated in clause 5 4 2 hereof -

5.4.4.1 the Borrower shall provide the Lender with written notice to that effect; and

5.4.4.2 the Borrower shall deliver the Advance Additional Information, in form and substance acceptable to the Lender, to the Lender by no later than the date which is 5 (five) Business Days calculated from the Relevant Advance Date.

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5.5 Waiver or Deferment of Conditions Precedent

5.5.1 The Lender shall be entitled to waive or defer fulfilment of the Conditions Precedent specified in clause 5.1 hereof on or prior to the date specified in clause 5.1 hereof with the prior written consent of the Borrower (such consent shall not be unreasonably withheld or delayed). If the Conditions Precedent specified in clause 5.1 hereof are deferred, such deferment shall be subject to such conditions as the Lender and the Borrower may agree.

5.5.2 The Lender shall be entitled to waive or defer fulfilment of the Conditions Precedent specified in clauses 5.2 and/or 5.3 hereof, as the case may be, by giving written notice to that effect to the Borrower on or prior to the date specified in clauses 5.2 and/or 5.3 hereof, as the case may be, and, if deferred, such deferment shall be subject to such conditions as the Lender may stipulate.

5.5.3 If an Advance is made by the Lender the Conditions Precedent shall be deemed to have been fulfilled, save in relation to any Condition Precedent which has been deferred in accordance with clauses 5.5.1 or 5.5.2 hereof, as the case may be.

PART 4

DRAWDOWN

6. EXPIRY OF FACILITY

The Borrower shall not be entitled to draw down any amounts in respect of the Facility after the expiry of the relevant Facility Availability Period nor to draw down any amount under the Facility that would result in the sum of the Aggregate Gross Amounts financed in terms of the Facility and which have not been repaid by the Borrower exceeding the Facility Limit.

7. DRAWDOWN OF THE FACILITY

7.1 Subject to the fulfilment of the Conditions Precedent, the Lender agrees to make the Facility available to be drawn down by the Borrower during the relevant Facility Availability Period.

7.2 The Borrower may utilise the Facility by delivering to the Lender a duly completed and signed Disbursement Request not less than 1 (one) Business Day, or such shorter period as the Lender may agree, prior to the Relevant Advance Date, provided that the Borrower shall not be entitled to deliver more than 3 (three) Disbursement Requests to the Lender in respect of each Delivery Month during the Term. Each Disbursement Request to be in respect of either PMC Minerals or BMC Minerals.

7.3 Each Disbursement Request shall specify the Delivery Month to which the requested Advance relates.

7.4 The Lender shall, on the Relevant Advance Date, make an Advance to the Borrower, by paying the amount of such Advance into the Borrower Account.

7.5 Notwithstanding the foregoing, the Lender shall not be obliged to pay any amount in the event that any of the Conditions Precedent would not be satisfied as of the date such Advance is required to be made.

8. PROCEDURE IN RELATION TO AGREEMENT AND/OR DETERMINATION OF THE PRICE

The Price shall be agreed between the Lender and the Borrower, or determined, as the case may be, prior to the Relevant Advance Date of each Advance, as follows -

8.1 on the date of receipt by the Lender of the Disbursement Request, the Lender shall notify the Borrower of the Lender’s estimate of the Price of each Approved Mineral applicable to such Advance;

8.2 following the notification by the Lender contemplated in clause 8.1 hereof, the Borrower and the Lender shall consult with one another in good faith, the aim of which shall be to agree the Price applicable to each Approved Mineral to be financed in terms of such Advance, whether telephonically, by email or otherwise in writing, within 2 (two) Business Days after the date of delivery of the relevant Disbursement Request (the “Price Consultation Period”);

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8.3 if, following the expiry of the Price Consultation Period, the Lender and the Borrower are unable to agree on the Price of each Approved Mineral, then the dispute regarding the Price (the “Price Dispute”) shall be referred on the Business Day immediately following the Price Consultation Period by the Lender to 3 (three) of the Determination Reference Banks for determination. Each Determination Reference Bank shall be requested by the Lender to provide a price in respect of the relevant Quantity of each applicable Approved Mineral (the “Price Quotes” and each a “Price Quote”) as at 11h00 on the immediately following Business Day;

8.4 following notification by each Determination Reference Bank to the Borrower and the Lender of each of their Price Quotes -

8.4.1 if 3 (three) Determination Reference Banks provide Price Quotes, the Price shall be the 2^nd (second) highest Price Quote;

8.4.2 if 2 (two) Determination Reference Banks provide Price Quotes, the Price shall be the average of such Price Quotes;

8.4.3 if 1 (one) Determination Reference Bank provides a Price Quote, the Price shall be the Price Quote provided by such Determination Reference Bank; and

8.4.4 if none of the Determination Reference Banks provides a Price Quote, the Price shall be deemed not to have been agreed or determined;

8.5 the Lender shall not be obliged to make the relevant Advance contemplated in the relevant Disbursement Request to the Borrower on the Relevant Advance Date unless and until the Price applicable to such Advance has been agreed or determined as contemplated in this clause 8.

9. PROCEDURE IN RELATION TO AGREEMENT AND/OR DETERMINATION OF THE SPOT RATE

The Spot Rate shall be agreed between the Lender and the Borrower or determined, as the case may be, prior to any relevant day on which the Spot Rate falls to be determined, as follows -

9.1 on the date of receipt by the Lender of the Disbursement Request, the Lender shall notify the Borrower of the Lender’s estimate of the Spot Rate applicable to the Advance contemplated by such Disbursement Request;

9.2 following the notification by the Lender contemplated in clause 9.1 hereof, the Borrower and the Lender shall consult with one another in good faith, the aim of which shall be to agree the Spot Rate applicable to the Approved Mineral to be financed on the Relevant Advance Date, whether telephonically, by email or otherwise in writing, within 2 (two) Business Days after the date of delivery of the relevant Disbursement Request (the “Spot Rate Consultation Period”);

9.3 if, following the expiry of the Spot Rate Consultation Period, the Lender and the Borrower are unable to agree on the Spot Rate, then the dispute regarding the Spot Rate (the “Spot Rate Dispute”) shall be referred on the Business Day immediately following the Spot Rate Consultation Period by the Lender to 3 (three) of the Determination Reference Banks for determination. Each Determination Reference Bank shall be requested by the Lender to provide the spot rate with reference to the ZAR/USS rate of exchange (the “Spot Rate Quotes” and each a “Spot Rate Quote”) as at 11h00 on the immediately following Business Day;

9.4 following notification by each Determination Reference Bank to the Borrower and the Lender of each of their Spot Rate Quotes -

9.4.1 if 3 (three) Determination Reference Banks provide Spot Rate Quotes, the Spot Rate shall be the 2^nd (second) highest Spot Rate Quote;

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9.4.2 if 2 (two) Determination Reference Banks provide Spot Rate Quotes, the Spot Rate shall be the average of such Spot Rate Quotes;

9.4.3 if 1 (one) Determination Reference Bank provides a Spot Rate Quote, the Spot Rate Quote the Spot Rate shall be provided by such Determination Reference Bank; and

9.4.4 if none of the Determination Reference Banks provides a Spot Rate Quote, then the Spot Rate shall be deemed not to have been agreed or determined;

9.5 the Lender shall not be obliged to make the relevant Advance contemplated in the relevant Disbursement Request to the Borrower on the Relevant Advance Date unless and until the Spot Rate applicable to such Advance has been agreed or determined as contemplated in this clause 9.

PART 5

REPAYMENT

10. REPAYMENT OF THE LOAN

10.1 Subject to the provisions of clause 15, each Advance shall be repaid by the Borrower paying to the Lender an amount equal to the Aggregate Gross Amount of such Advance on the Payment Date relating to such Advance.

10.2 The Borrower shall be entitled, subject to clause 5.2 hereof, to redraw any amounts repaid by the Borrower to the Lender in accordance with the provisions of this Agreement.

10.3 The Lender may set-off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by the Lender) against any matured obligation owed by the Lender to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Lender may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

11. OUT-AND-OUT CESSION

11.1 With effect from the Amendment and Restatement Date and Time:

11.1.1 the Borrower cedes on an out-and-out basis, transfers and makes over to the Lender outright and absolutely, all of the Ceded Rights; and

11.1.2 the Lender hereby accepts the cession on an out-and-out basis contemplated in clause 11.1.

11.2 Each of the Borrower and Lender hereby agree and record that, with effect from the Amendment and Restatement Date and Time, the Lender and the Borrower’s common intention, and effect of the cession on an out-and-out basis contemplated in this Agreement, is to irrevocably:

11.2.1 divest the Borrower of all of its rights in terms of and pursuant to the Ceded Rights; and

11.2.2 irrevocably confer all of the Ceded Rights on the Lender,

provided that in respect of the Borrower Entitlement Amount, the Lender agrees that, unless a Default has occurred and is continuing, the Lender shall hold the related proceeds as agent for the Borrower and apply same in accordance with the provisions of clause 15.1.2.

11.3 The Borrower and the Lender agree that the cession contemplated by this clause 11 is effective and nothing further is required to give effect hereto.

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11.4 The Borrower makes the following representations and warranties to the Lender:

11.4.1 it is the beneficial owner of the Ceded Rights and will be able to give free and unencumbered title thereof, to the Lender on the Amendment and Restatement Date; and

11.4.2 the Borrower has disclosed to the Lender all facts and circumstances material to the out-and-out cession of the Ceded Rights.

12. MANDATORY PREPAYMENT

12.1 Change of Control

12.1.1 The Borrower must, promptly after becoming aware thereof, notify the Lender if the Borrower, the Guarantor or Platmin has -

12.1.1.1 publicly announced an intention to enter into or embark upon (as applicable); or

12.1.1.2 entered into or embarked upon (as applicable),

any agreement or corporate action (in each case, whether conditional or not) that, if implemented in accordance with its terms, would result in a change of Control in relation to the Borrower, Platmin and/or the Guarantor (a “Change of Control Notice”).

12.1.2 The Lender shall promptly, but in any event within 7 (seven) Business Days of receipt of a Change of Control Notice, notify the Borrower whether or not -

12.1.2.1 the requirements of FICA are applicable by the Lender to the Relevant Shareholder and shall, if applicable, provide full details of all documents and other information that the Lender requires under FICA (the “FICA Documents”) in respect of the Relevant Shareholder; and/or

12.1.2.2 the Relevant Shareholder is an Excluded Person.

12.1.3 The Borrower must provide or must procure that the Lender is provided with, the FICA Documents within a reasonable period of time after being advised by the Lender that the requirements of FICA are applicable to the Relevant Shareholder, but in any event by no later than 10 (ten) Business Days prior to the date upon which the proposed change of Control in relation to the Borrower, Platmin and/or the Guarantor which is the subject of the relevant Change of Control Notice, becomes a change of Control in relation to the Borrower, Platmin and/or the Guarantor.

12.1.4 The Lender must notify the Borrower in writing, within 7 (seven) Business Days following the receipt of the FICA Documents hereof whether or not the relevant FICA Obligations have been complied with.

12.1.5 The Facility will be cancelled on the Business Day immediately preceding the Unauthorised Change of Control.

12.1.6 The Borrower shall be obliged to -

12.1.6.1 prepay the Loan together with all other applicable amounts accrued or outstanding under the Finance Documents together with any Break Costs, if any; and

12.1.6.2 pay the Cancellation Fee to the Lender, on the Business Day immediately preceding the Unauthorised Change of Control.

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12.2 Illegality

If it becomes unlawful in South Africa for the Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue, maintain and/or hedge the Loan -

12.2.1 the Lender shall notify the Borrower and upon such notification, the obligation of the Lender to advance any amount against the Facility will be immediately cancelled; and

12.2.2 the Borrower shall repay the Loan (together with all and any Break Costs) in accordance with the provisions of clause 10.1 hereof on the last day of the Interest Period occurring after the Lender has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Borrower (being no earlier than the last day of any applicable grace period permitted by Applicable Law).

12.3 Sanctions

12.3.1 If any Obligor:

12.3.1.1 is or becomes a Sanctioned Entity; or

12.3.1.2 participates in any manner in any Sanctioned Transaction,

the Borrower shall notify the Lender promptly upon becoming aware of that event.

12.3.2 If any event contemplated by clause 12.3.1 occurs, the Borrower shall mandatorily prepay the Loan and all other amounts accrued under the Finance Documents shall become immediately due and payable by the Borrower to the Lender.

12.4 The Lender shall, following any repayment contemplated in clause 12 hereof, account and pay to the Borrower the amount of any resulting Break Gains.

13. CANCELLATION

13.1 The Borrower shall be entitled to cancel the Facility in the circumstances contemplated in clause 17.1 hereof.

13.2 Other than in the circumstances contemplated in clause 17.1 hereof, the Borrower shall at any time be entitled to cancel the whole or any part of the undrawn amount of the Facility after the Facility Availability Date by giving not less than 15 (fifteen) Business Days’ written notice to the Lender to that effect. Such notice shall specify the proposed Cancellation Date and Cancelled Portion. Such notice of cancellation shall be irrevocable.

13.3 On the relevant Cancellation Date, the Cancelled Portion of the Facility Limit shall be cancelled provided that:

13.3.1 immediately after the cancellation of the Cancelled Portion, the Facility Limit shall not be exceeded; and

13.3.2 the Borrower has paid to the Lender the Cancellation Fee in respect of such Cancelled Portion in full.

13.4 Cancelled Portions of the Facility may not be reinstated without the prior written approval of the Lender.

14. PREPAYMENT

14.1 The Borrower shall, on not less than 10 (ten) Business Days prior written notice to the Lender, be entitled at any time to prepay the whole of the Loan, subject to the conditions and provisions relating to prepayment set out in clause 14.2 hereof, and provided the Borrower pays any Break Costs incurred by the Lender in relation to such prepayment.

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14.2 Any notice of prepayment in terms of clause 14.1 hereof shall -

14.2.1 be irrevocable;

14.2.2 specify a date (the “Prepayment Date”) upon which such prepayment is to be made; and

14.2.3 oblige the Borrower to make such prepayment on the Prepayment Date.

14.3 The Lender shall, following any prepayment contemplated in this clause 14, account and pay to the Borrower the amount of any resulting Break Gains.

14.4 Save as contemplated by this Agreement, the Borrower shall not be entitled to repay or prepay all or any part of any Aggregate Gross Amount of any Advance prior to the Payment Date of such Advance.

14.5 No Cancellation Fee shall be payable by the Borrower pursuant to any prepayment in terms of this clause 14.

14.6 Any amount prepaid in terms of this Agreement shall be available for re-drawing subject to the terms and conditions of this Agreement.

15. APPLICATION OF MONIES IN THE COLLECTION ACCOUNT

15.1 On each day on which Impala pays any amount into the Collection Account (the “Impala Payment Amount”), such Impala Payment Amount shall be applied as follows -

15.1.1 first, together with any proceeds realised from any Hedging Arrangements, towards discharging all amounts due and owing under the Loan together with all other amounts due and owing under the Finance Documents (other than the Northam Finance Documents);

15.1.2 second, for so long as no Default in respect of Impala and/or the Borrower has occurred and is continuing under this Agreement and/or the other Finance Documents, the Lender shall withdraw the Borrower Entitlement Amount from the Collection Account, and pay such amount into the Borrower Account

15.2 If a Default has occurred and is continuing in respect of Impala and/or the Borrower:

15.2.1 no amounts standing to the credit of the Collection Account which relate to payments by Impala in respect of the Borrower Entitlement Amount shall be paid to the Borrower; and

15.2.2 the Lender shall be entitled to apply such amounts standing to the credit of the Collection Account in respect of the sums due under this Agreement and the other Finance Documents in such order as the Lender may (in its sole discretion) determine.

15.3 The Borrower shall be obliged from time to time to notify Investec as soon as reasonably possible it becomes aware that Impala has paid or will pay any amounts into the Collection Account.

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PART 6

COSTS OF LOAN

16. INTEREST

16.1 Payment of Interest

In respect of each Advance, the Interest in respect of such Advance for the relevant Interest Period shall be equal to the Discount Amount in respect of such Advance and shall be paid by the Borrower to the Lender on the Relevant Advance Date of such Advance by means of deducting the Discount Amount from the Aggregate Gross Amount of such Advance.

16.2 Default Interest

16.2.1 Interest shall accrue on any Unpaid Sum from the due date for the payment of such amount to the date of actual payment (both dates inclusive and such Default Interest shall accrue both before and after judgment) at the Default Rate. All Default Interest accruing under this clause 16.2 shall be immediately payable on demand by the Lender.

16.2.2 Default Interest (if unpaid) arising on any Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

16.2.3 If and for so long as a Specified Default has occurred and is continuing, each Advance shall accrue Interest at the Default Rate.

16.3 Notification of Discount Amount

The Lender shall on the JIBAR Determination Date relating to any Advance notify the Borrower of the Discount Amount in respect of such Advance.

17. CHANGES TO THE CALCULATION OF INTEREST

17.1 Adjustment to the Margin

17.1.1 Should the projected return to the Lender in relation to this Agreement deteriorate at any time between the Original Signature Date and the date on which the first Disbursement Request is delivered by the Borrower to the Lender as a result of any adverse change in the local or international monetary, economic or capital markets, the Lender shall be entitled to adjust the Margin (acting in good faith) so as to preserve such rate of return. The Lender shall notify the Borrower in writing of such adjusted Margin.

17.1.2 If the Lender exercises its right to adjust the Margin, and the Borrower does not agree in writing to the adjusted Margin by no later than the date which is the earlier of -

17.1.2.1 5 (five) Business Days calculated from the date on which the Borrower receives the notice contemplated in clause 17.1.1 hereof; or

17.1.2.2 the Business Day prior to the First Advance Date,

then the Borrower shall be entitled in writing to the Lender to cancel the whole and not part of the Facility on a date (the “Termination Date”) prior to the First Advance Date and shall not be required to pay any Commitment Fees, the Cancellation Fee to the Lender.

17.1.3 The Borrower shall pay the Break Fee to the Lender on the Termination Date.

17.1.4 If the Borrower does not cancel the Facility in whole by means of written notice to the Lender prior to the First Advance Date, then the Margin shall be so adjusted for the duration of the Facility.

17.2 Market Disruption

17.2.1 If a Market Disruption Event occurs in relation to any Interest Period, provided that such Market Disruption Event is not caused by the gross negligence or wilful misconduct of the Lender, then the rate of interest on the Aggregate Gross Amount for that Interest Period shall be the percentage rate which is the sum of -

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17.2.1.1 the Margin; plus

17.2.1.2 the rate notified to the Borrower by the Lender as soon as practicable and in any event before Interest is due to be paid in respect of that Interest Period, to be that which expresses, as a percentage rate, the cost to the Lender of funding the Advance for the relevant Interest Period from whatever source it may reasonably select, and if requested by the Borrower, the Lender shall inform the Borrower of the source of its funding for such purpose.

17.2.2 In this Agreement, “Market Disruption Event” means -

17.2.2.1 at or about noon on the JIBAR Determination Date for the relevant Interest Period the Reuters SAFEY Screen Rate is not available and none or only 1 (one) of the Reference Banks supplies a rate to the Lender to determine the Relevant Base Interest Rate for the relevant Interest Period; or

17.2.2.2 before close of business in South Africa on the JIBAR Determination Date for the relevant Interest Period, the Lender notifies the Borrower that the cost to it of obtaining matching deposits in the relevant interbank market would be in excess of JIBAR for the relevant Interest Period.

17.3 Alternative Basis of Interest or Funding

17.3.1 If a Market Disruption Event occurs and the Lender or the Borrower so requires, then the Lender and the Borrower shall enter into negotiations (for a period of not more than 5 (five) Business Days) with a view to agreeing a substitute basis for determining the rate of Interest.

17.3.2 The Lender and the Borrower agree that the negotiations contemplated in clause 17.3.1 hereof shall be conducted by the Borrower and the Lender acting reasonably and in good faith.

18. FEES

The Borrower shall pay to the Lender -

18.1 the Commitment Fee in respect of each Commitment Fee Period on each Commitment Fee Payment Date;

18.2 the Cancellation Fee on each Cancellation Date; and

18.3 the Break Fee on the Termination Date,

in cash, free of any deductions whatsoever.

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PART 7

ADDITIONAL PAYMENT OBLIGATIONS

19. TAX GROSS UP AND INDEMNITIES

19.1 Definitions

19.1.1 In this Agreement-

19.1.1.1 “Protected Party” means the Lender if it is or will be subject to any liability or required to make any payment for or on account of Tax (save for any capital gains Tax and income Tax levied against the Lender) in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

19.1.1.2 “Tax Deduction” means a deduction or withholding for or on account of Tax (save for any capital gains Tax and income Tax levied against the Lender) from a payment under a Finance Document,.

19.1.1.3 “Tax Payment” means either the increase in a payment made by an Obligor to the Lender under clause 19.2 or a payment under clause 19.3.

Unless a contrary indication appears, in this clause 19 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination, acting reasonably. The Parties hereby agree that the Party making the determination shall, upon the written request of any other Party hereto, provide such Party with details specifying the basis on which such determination was made.

19.2 Tax Gross-Up

19.2.1 Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by Applicable Law.

19.2.2 Each Obligor shall promptly upon becoming aware that such Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Lender accordingly. Similarly, the Lender shall notify the Obligors on becoming so aware in respect of a payment payable to the Lender.

19.2.3 If a Tax Deduction is required by any Applicable Law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

19.2.4 If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by Applicable Law.

19.2.5 Within 30 (thirty) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall -

19.2.5.1 deliver to the Lender evidence reasonably satisfactory to the Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant Taxing authority; and

19.2.5.2 pay to the Lender an amount that will place the Lender in the same net position as it would have been in but for such Tax Deduction.

19.3 Tax Indemnity

19.3.1 The Borrower shall (within 3 (three) Business Days of demand by the Protected Party) pay an amount equal to the Loss (save for any losses incurred on account of consequential Losses) which the Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by the Protected Party in respect of a Finance Document.

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19.3.2 Clause 19.3.1 above shall not apply:

19.3.2.1 with respect to any Tax assessed on the Lender under the Applicable Law of the jurisdiction in which the Lender is incorporated, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by the Lender; or

19.3.2.2 to the extent a Loss-

19.3.2.2.1 is compensated for by an increased payment under clause 19.2; or

19.3.2.2.2 would have been compensated for by an increased payment under clause 19.2 but was not so compensated solely because one of the exclusions in clause 19.3.2 applied.

19.3.3 If the Protected Party makes, or intends to make a claim under clause 19.3.1 above the Protected Party shall promptly notify the Borrower of the event which will give, or has given, rise to the claim together with a brief explanation and a calculation of such amount.

19.3.4 The Lender shall not be obliged to disclose any of its Tax affairs or restructure any of its operations pursuant to or in connection with this clause 19.

19.4 Value Added Tax

19.4.1 All consideration expressed to be payable under a Finance Document by any Party to the Lender shall be deemed to be exclusive of any VAT. If VAT is chargeable on any supply made by the Lender to any Party in connection with a Finance Document, that Party shall pay to the Lender (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT.

19.4.2 Where a Finance Document requires any Party to reimburse the Lender for any costs or expenses, that Party shall also at the same time pay and indemnify the Lender on demand against all VAT incurred by the Lender in respect of the costs or expenses to the extent that the Lender reasonably determines that it is not entitled to credit or repayment from the relevant Tax authority in respect of the VAT.

20. INCREASED COSTS

20.1 Increased Costs

20.1.1 Subject to clause 20.3 the Borrower shall pay the Lender, within 15 (fifteen) Business Days of a demand by the Lender the amount of any Increased Costs incurred by the Lender as a result of -

20.1.1.1 any introduction of or change in any Applicable Law or in the administration or application of any Applicable Law; and/or

20.1.1.2 compliance with any request made after the Original Signature Date, from or requirement of, any central bank or other fiscal, monetary, regulatory or other authority (including, without limitation, a request or requirement which affects the manner in which the Lender is required to or does maintain capital resources having regard to the obligations of the Lender hereunder and to amounts owing to it hereunder) where such compliance is required by banks generally carrying on business in South Africa; and/or

20.1.1.3 compliance with any aspect of the Basel III Framework (including any national regulation which implements the Basel III Framework) implemented before or after the Signature Date,

including, without limitation, any such law or regulation (including a Basel III Directive) concerning capital adequacy requirements, liquid asset holding requirements, special deposit requirements, prudential limits, reserve assets or Tax.

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20.1.2 In this Agreement:

20.1.2.1 “Increased Costs” means -

20.1.2.1.1 the Lender is unable to obtain a rate of return on its overall capital which it would have earned prior to the imposition of such Increased Cost (including, without limitation, as a result of any reduction in the rate of return on capital brought about by more capital being required to be allocated by the Lender); or

20.1.2.1.2 there is any increase in the cost to the Lender of funding or maintaining the Facility or its commitments in relation to the Facility or any of its other obligations under the Finance Documents,

which is incurred or suffered by a Lender to the extent that it is attributable to the Lender performing its obligations under any Finance Document; and

20.1.2.2 “Basel III Framework” means:

20.1.2.2.1 the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

20.1.2.2.2 the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

any other guidance, standards or directives published by the Basel Committee on Banking Supervision relating to “Basel III”.

20.2 Increased Cost Claims

If the Lender intends to make a claim pursuant to clause 20.1, the Lender shall notify the Borrower of the event giving rise to the claim confirming the amount of its Increased Costs together with a brief explanation and a calculation of such amount.

20.3 Exceptions

20.3.1 Clause 20.1 does not apply to the extent any Increased Cost is -

20.3.1.1 attributable to a Tax Deduction required by Applicable Law to be made by an Obligor; or

20.3.1.2 compensated for by clause 19.3.

20.3.2 In this clause 20.3, reference to a “Tax Deduction” has the same meaning given to the term in clause 19.1.

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20.4 Currency indemnity

20.4.1 If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

20.4.1.1 making or filing a claim or proof against that Obligor; or

20.4.1.2 obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within 3 (three) Business Days of demand, indemnify the Lender and shall pay to the Lender, any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

20.4.2 Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

20.5 Other Indemnities

Each Obligor shall, within 3 (three) Business Days of demand, indemnify the Lender against any Loss (excluding any consequential Losses) incurred by it as a result of -

20.5.1 the occurrence of any Default;

20.5.2 funding, or making arrangements to fund, an Advance requested by the Borrower in a Disbursement Request but not made by reason of the operation of any one or more of the provisions of this Agreement (including, without limitation, the failure of any Condition Precedent) including, without limitation, any Losses incurred by it in connection with interest rate risks and/or its other risks all in connection with the proposed Advance specified in such Disbursement Request.

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21. COSTS AND EXPENSES

21.1 Transaction Expenses

Without double counting, the Borrower shall on demand pay all third party costs and expenses (including legal fees) incurred by the Lender in connection with its entry into or preparation of all the Finance Documents.

21.2 Amendment Costs

If an Obligor requests an amendment, waiver or consent, the Borrower shall, within 10 (ten) Business Days of demand, reimburse the Lender for the amount of all costs and expenses (including legal fees) reasonably incurred by the Lender in responding to, evaluating, negotiating or complying with that request or requirement.

21.3 Enforcement and Preservation Costs

The Borrower shall, within 10 (ten) Business Days of demand, pay to the Lender the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of or the preservation of any rights under any Finance Document.

PART 8

GUARANTEE

22. GUARANTEE AND INDEMNITY

22.1 Guarantee and Indemnity

The Guarantor irrevocably and unconditionally -

22.1.1 guarantees to the Lender punctual performance by the Borrower of the Borrower’s obligations under the Finance Documents;

22.1.2 undertakes with the Lender that whenever the Borrower does not pay any amount when due under or in connection with any Finance Document, the Guarantor shall immediately on demand pay that amount as if the Guarantor was the principal obligor; and

22.1.3 indemnifies the Lender immediately on demand against any Loss suffered by the Lender if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the Loss shall be equal to the amount which the Lender would otherwise have been entitled to recover.

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22.2 Continuing Guarantee

The guarantee contained in clause 22.1 is a continuing guarantee and will extend to the ultimate balance of sums payable by the Borrower under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

22.3 Reinstatement

If any payment by the Borrower or any discharge given by the Lender (whether in respect of the obligations of the Borrower or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event -

22.3.1 the liability of the Guarantor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

22.3.2 the Lender shall be entitled to recover the value or amount of that security or payment from the Guarantor, as if the payment, discharge, avoidance or reduction had not occurred.

22.4 Waiver of Defences

The obligations of the Guarantor under the guarantee in this clause 22 will not be affected by an act, omission, matter or thing which, but for this clause 22, would reduce, release or prejudice any of its obligations under this clause 22 (without limitation and whether or not known to it or the Lender) including -

22.4.1 any time, waiver or consent granted to, or composition with, either Obligor or other person;

22.4.2 the release of either Obligor or any other person under the terms of any composition or arrangement with any creditor;

22.4.3 the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, either Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

22.4.4 any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of either Obligor or any other person;

22.4.5 any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature) or replacement of a Finance Document or any other document or security;

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22.4.6 any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

22.4.7 any insolvency or similar proceedings.

22.5 Obligor Intent

Without prejudice to the generality of clause 22.4, the Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents.

22.6 Immediate Recourse

The Guarantor waives any right it may have of first requiring the Lender (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Guarantor under this clause 22. This waiver applies irrespective of any Applicable Law or any provision of a Finance Document to the contrary.

22.7 Appropriations

Save as otherwise expressly required in terms of this Agreement or any other Finance Document, until all amounts which may be or become payable by each Obligor under or in connection with the Finance Documents have been unconditionally and irrevocably paid in full, the Lender (or any trustee or agent on its behalf) may -

22.7.1 refrain from applying or enforcing any other moneys, security or rights held or received by the Lender (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Obligor shall be entitled to the benefit of the same; and

22.7.2 hold in an interest-bearing suspense account any moneys received from the Guarantor or on account of the Guarantor’s liability under this clause 22.

22.8 Deferral of Obligor’s Rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been unconditionally and irrevocably paid in full and unless the Lender otherwise directs, the Guarantor will not exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents -

22.8.1 to be indemnified by the Borrower;

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22.8.2 to claim any contribution from any other guarantor of the Borrower’s obligations under the Finance Documents; and/or

22.8.3 to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Lender under the Finance Documents or of any other Security Interest taken pursuant to, or in connection with, the Finance Documents by the Lender.

If the Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Lender by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Lender and shall promptly pay or transfer the same to the Lender or as the Lender may direct for application in accordance with clause 28 of this Agreement.

22.9 Additional Security

The guarantee in this clause 22 is in addition to and is not in any way prejudiced by any other Security Interest now or subsequently held by the Lender.

22.10 Approvals

The Guarantor shall procure and at all times maintain all approvals and authorisations whatsoever (including, without limitation, any regulatory approvals) required to enable it to provide the guarantee in this clause 22.

PART 9

REPRESENTATIONS, WARRANTIES, UNDERTAKINGS AND EVENTS OF DEFAULT

23. REPRESENTATIONS AND WARRANTIES

23.1 General

23.1.1 In deciding to enter into this Agreement and the other Finance Documents the Lender relies on the representations and warranties which each Obligor makes in this clause 23 as being true, correct and complete and each Obligor recognises and agrees that the Lender would not have entered into this Agreement and/or the other Finance Documents to which it is party but for the representations and warranties contained in this Agreement.

23.1.2 Each Obligor makes the representations and warranties set out in this clause 23 to the Lender.

23.1.3 In relation to all representations and warranties, the knowledge of each member of Senior Management is attributed to each Obligor.

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23.2 Status

23.2.1 It is a limited liability corporation, duly incorporated and validly existing under the Applicable Law of its jurisdiction of incorporation.

23.2.2 It has the power to own its assets and carry on its business as it is being conducted.

23.3 Binding Obligations

The obligations expressed to be assumed by it in each Finance Document to which it is a party are legal, valid, binding and enforceable obligations.

23.4 Non-Conflict with Other Obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with -

23.4.1 any Applicable Law binding on it;

23.4.2 the Constitutional Documents of either Obligor; or

23.4.3 any agreement or instrument binding upon it or its assets or constitute a default or termination event (however described) under any such agreement or instrument.

23.5 Power and Authority

23.5.1 It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents and in particular all -

23.5.1.1 actions and conditions required in order to enable each Obligor lawfully to enter into, exercise its rights under and comply with its obligations contained in, all Finance Documents, and to ensure that those obligations are legally valid, binding and enforceable, have been taken and fulfilled; and

23.5.1.2 requisite resolutions of each Obligor’s board of directors have been duly and properly passed at duly convened and constituted meetings at which all statutory and other relevant formalities were observed to authorise each Obligor’s execution and performance of the Finance Documents and such resolutions are in full force and effect and have not been varied or rescinded.

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23.5.2 No limit on its powers will be exceeded as a result of the borrowing, grant of security or giving of guarantees or indemnities contemplated by the Finance Documents to which it is a party.

23.6 Validity and Admissibility in Evidence

23.6.1 All Authorisations required or desirable -

23.6.1.1 to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and

23.6.1.2 to make the Finance Documents to which it is a party admissible in evidence in South Africa,

have been obtained or effected and are in full force and effect.

23.6.2 All Authorisations necessary for the conduct of the existing business, trade and ordinary activities of the Obligors have been obtained or effected and are in full force and effect.

23.7 Insolvency

23.7.1 No -

23.7.1.1 corporate action, legal proceeding or other procedure or step described in clause 26.1.8.1; or

23.7.1.2 creditors’ process described in clause 26.1.9; or

23.7.1.3 steps have, to the knowledge of each Obligor (having made due and careful enquiries), been taken or threatened in relation to such Obligor; and none of the circumstances described in clause 26.1.7 applies to an Obligor.

23.7.2 Its assets (fairly valued) exceed its liabilities (including contingent liabilities) and it is able to meet its obligations as and when they fall due.

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23.8 No Filing or Stamp Taxes

Under the laws of South Africa it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents.

23.9 Deduction of Tax

As at the Original Signature Date and thereafter (save as a result of any change in Applicable Law), it is not required to make any deduction for or on account of Tax from any payment it may make under any Finance Document.

23.10 No Default

23.10.1 No Default (other than a Default in respect of Impala, save for a Default in respect of Impala of which the Obligors ought reasonably to be aware) has occurred and is continuing, or is reasonably likely to result from the making of any Advance or the entry into, the performance of, or any transaction contemplated by, any Finance Document.

23.10.2 No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject, in each case that would constitute or is reasonably likely to constitute a Material Adverse Event.

23.11 No Misleading Information

Save as disclosed in writing to the Lender prior to the date of this Agreement -

23.11.1 all material information (other than projections) provided to the Lender by or on behalf of the Obligors in connection with the Finance Documents on or before the date of this Agreement and not superseded before that date is true, complete and accurate and not misleading in any respect;

23.11.2 all projections provided to the Lender on or before the Original Signature Date have been prepared in good faith on the basis of assumptions which were reasonable at the time at which they were prepared and supplied; and

23.11.3 all other written information provided by each Obligor (including its advisers) to the Lender was true, complete and accurate in all material respects as at the date it was provided and is not misleading in any respect.

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23.12 Original Financial Statements

23.12.1 Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied unless expressly disclosed to the Lender in writing to the contrary.

23.12.2 Based on the information available to the Borrower on the date on which the audited Original Financial Statements are published, such audited Original Financial Statements give a true and fair view of its financial condition and results of operations in respect the relevant financial year.

23.12.3 There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of each Obligor) since the date of the Original Financial Statements.

23.12.4 Its most recent financial statements delivered pursuant to clause 24.1-

23.12.4.1 have been prepared in accordance with the Accounting Principles; and

23.12.4.2 fairly present (if audited) or give a true and fair value of (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate.

23.12.5 Since the date of the most recent financial statements delivered pursuant to clause 24.1 there has been no material adverse change in the business, assets or financial condition of either Obligor.

23.13 No Proceedings Pending or Threatened

No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, are reasonably likely to constitute a Material Adverse Event have (to the best of its knowledge and belief (having made due and careful enquiries) been started or threatened against it or any of its Subsidiaries.

23.14 No Breach of Applicable Laws

23.14.1 To the best of its knowledge and belief (having made due and careful enquiries) it has not (and none of its Subsidiaries has) breached any Applicable Law which breach has or is reasonably likely to constitute a Material Adverse Event.

23.14.2 No labour disputes are current or, to the best of its knowledge and belief (having made due and careful enquiries), threatened against either Obligor which constitute or are reasonably likely to constitute a Material Adverse Event.

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23.15 Ranking

The claims of the Lender under the Finance Documents rank at least pari passu with all present and future unsecured unsubordinated Financial Indebtedness of each Obligor.

23.16 Disclosure

Each Obligor has disclosed to the Lender any information known to it (having made due and careful enquiries) which might reasonably be expected to adversely influence the decision of a Lender to make the Facility available to the Borrower on terms and conditions similar to those contained in this Agreement and the other Finance Documents.

23.17 Concentrate Agreement

The Concentrate Agreement constitutes the valid and binding obligations of each Obligor, is in full force and effect and has not been varied or modified in any way or cancelled (save for any variations or modifications made to the Concentrate Agreement with the Lender’s prior written consent), and, to the best of such Obligor’s knowledge (having made all reasonable enquiries), none of the parties thereto are in default thereunder.

23.18 Out-and-out cession

The Borrower’s Annual Financial Statements and Interim Financial Statements reflect that the Ceded Rights have been ceded on an out basis to the Lender as contemplated in clause 11 of this Agreement.

23.19 Sanctions

23.19.1 It:

23.19.1.1 is not using and will not use the proceeds of the Facility for the purposes of financing or making funds available directly or indirectly to any person or entity which is currently a Sanctioned Entity or as part of a Sanctioned Transaction, to the extent that such financing or provision of funds would currently be prohibited by Sanctions or would otherwise cause any person to be in breach of Sanctions;

23.19.1.2 is not contributing and will not contribute or otherwise make available the proceeds of the Facility to any other person or entity for the purpose of financing the activities of any person or entity which is currently listed on a Sanctions List, to the extent the contribution or provision of proceeds would currently be prohibited by Sanctions or would otherwise cause any person to be in breach of Sanctions; or

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23.19.1.3 will not prepay all or any part of this Facility using the proceeds it receives from a Sanctioned Entity or from participating in a Sanctioned Transaction.

23.19.2 To the best of its knowledge and belief:

23.19.2.1 it has not been nor is it targeted under any Sanctions;

23.19.2.2 it has not violated nor is it violating any applicable Sanctions.

23.19.3 The Borrower has conducted its businesses in compliance with applicable anticorruption laws.

23.20 Times when Representations Made

23.20.1 All the representations and warranties in this clause 23 are made by each Obligor on the Original Signature Date and the Signature Date.

23.20.2 All of the representations and warranties (other than the Specified Warranties) are deemed to be made by each Obligor on each day of the Term.

23.20.3 Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

24. INFORMATION UNDERTAKINGS

The undertakings in this clause 24 remain in force from the date of this Agreement until the full, final and irrevocable discharge of all obligations owed to the Lender under the Finance Documents.

24.1 Financial Statements, Management Accounts and Debt to Equity Ratio

Each Obligor shall supply to the Lender -

24.1.1 as soon as they are available, but in any event within 60 (sixty) days after the end of each of its Financial Half Years, the Interim Financial Statements in respect of such Obligor;

24.1.2 as soon as they are available, but in any event within 90 (ninety) days after the end of each of its Financial Years, its Annual Financial Statements for that Financial Year;

24.1.3 a copy of the monthly Management Accounts and the monthly debtors age analysis and monthly production figures and details for such Obligor by not later than 20 (twenty) days (or such later date as may be agreed to in writing by the Lender) after the end of each calendar month to which such accounts and analysis relate; and

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24.1.4 together with the monthly Management Accounts contemplated in clause 24.1.3 hereof, a certificate signed by a director of the Borrower certifying -

24.1.4.1 the Debt to Equity Ratio as at the last Business Day of the month to which such monthly Management Accounts relate; and

24.1.4.2 that the Debt to Equity Ratio has not been breached as of the date of such certificate.

24.2 Requirements as to Financial Statements

24.2.1 Each Obligor shall procure that each set of Annual Financial Statements and Interim Financial Statements includes a balance sheet, profit and loss account and cash flow statement. In addition, each Obligor shall procure that each set of Annual Financial Statements shall be audited by the Auditors.

24.2.2 Each set of financial statements delivered pursuant to clause 24.1 shall be prepared in accordance with the Accounting Principles.

24.2.3 If the Lender wishes to discuss the financial position of either Obligor with the Senior Management, the Lender may notify such Obligor in writing, which written notice shall state the questions or issues which the Lender wishes to discuss with the Senior Management. In this event, the relevant Obligor must ensure that the Senior Management are authorised (at the expense of such Obligor):

24.2.3.1 to discuss the financial position of such Obligor with the Lender on request from the Lender; and

24.2.3.2 to disclose to the Lender any information which the Lender may reasonably request.

24.2.4 Each Obligor shall maintain its books and records such that it is able to deliver the information required by this clause 24.

24.3 Year-End

Save as otherwise contemplated in this Agreement, no Obligor shall make any change to its Financial Year without the prior written consent of the Lender (which consent shall not be unreasonably withheld). The Parties record that the Financial Year is being changed to 31 December.

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24.4 Information: Miscellaneous

Each Obligor shall:

24.4.1 supply to the Lender, (if the Lender so requests) at the same time as they are dispatched, copies of all documents dispatched by such Obligor to its creditors generally (or any class of them), or any announcement published by it for the benefit of its shareholders or creditors;

24.4.2 supply to the Lender, within 3 (three) Business Days after becoming aware of same and immediately following the occurrence of any Default, as the case may be, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against such Obligor, and which, if adversely determined, are reasonably likely to constitute a Material Adverse Event;

24.4.3 promptly on request, supply to the Lender, such further information regarding the financial condition, assets and operations of such Obligor as the Lender may reasonably request and shall notify the Lender in writing of any change in its accounting policies or Auditors;

24.4.4 promptly advise the Lender in writing of any Force Majeure Event occurring or being threatened; and

24.4.5 promptly advise the Lender in writing of all and any disputes, events, matters or circumstances arising or threatened under or in respect of the Concentrate Agreement which will or may adversely affect or impact or prejudice the Facility or the Lender’s rights under any of the Finance Documents in any manner whatsoever.

24.5 Notification of Default

24.5.1 Each Obligor shall notify the Lender -

24.5.1.1 of any Default in relation to such Obligor (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by the other Obligor);

24.5.1.2 of any Default in relation to Impala (and the steps, if any, being taken to remedy it insofar as such Obligor is aware of such steps) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by the other Obligor).

24.5.2 Within 2 (two) Business Days after a request by the Lender and immediately following the occurrence of any Default (of which such Obligor is aware or ought to reasonably have been aware, having made all reasonable enquiries), each Obligor shall supply to the Lender a certificate signed by 2 (two) of its directors or Senior Management on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it if such Default relates to the Obligors).

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24.6 Impala Invoice and Borrower Invoice

The Borrower shall -

24.6.1 deliver a copy of the Borrower Invoice to the Lender prior to the date on which the Borrower delivers the Borrower Invoice to Impala;

24.6.2 deliver a copy of the Impala Invoice to the Lender on the date on which the Borrower receives such Impala Invoice; and

24.6.3 advise the Lender of any payments relating to the Borrower Invoice made by Impala into the Collection Account on the Business Day following such payment having been made.

25. GENERAL UNDERTAKINGS

The undertakings in this clause 25 remain in force from the date of this Agreement until the full, final and irrevocable discharge of all obligations owed by the Obligors to the Lender under the Finance Documents. Each undertaking applies unless the Lender gives its prior written consent in respect of anything that would otherwise have been a breach of such undertaking.

25.1 Authorisations

Each Obligor shall promptly -

25.1.1 obtain, comply with and do all that is necessary to maintain in full force and effect all Authorisations applicable to such Obligor; and

25.1.2 supply certified copies to the Lender of any Authorisation required under any Applicable Law to -

25.1.2.1 enable it to perform its obligations under the Finance Documents to which it is a party and/or the Concentrate Agreement;

25.1.2.2 ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document to which it is a party and/or the Concentrate Agreement; and

25.1.2.3 carry on its business where failure to do so constitutes or is reasonably likely to constitute a Material Adverse Event.

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25.2 Compliance with Applicable Laws

Each Obligor shall comply in all respects with all material Applicable Laws to which it may be subject whether relating to the conduct of its business or otherwise.

25.3 Change of Business

No Obligor shall make a substantial change to the general nature or scope of the business of such Obligor from that carried on at the Original Signature Date.

25.4 Pari Passu Ranking

Save as provided for in this Agreement, each Obligor shall ensure that at all times any unsecured and unsubordinated claims of the Lender against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by Applicable Law.

25.5 Disposals

25.5.1 Neither Obligor shall, without the prior written consent of the Lender, Dispose of -

25.5.1.1 the whole or the greater part of the undertaking of such Obligor; or

25.5.1.2 the whole or the greater part of the assets of such Obligor.

25.5.2 For the purposes of this clause 25.5 the undertaking or assets of the Obligor in question, and the part to be Disposed of, shall be calculated according to the fair value of the undertaking or assets as described in financial reporting standards.

25.6 Arm’s Length Basis

No Obligor shall enter into any transaction with any person except on arm’s length terms and for full market value.

25.7 Access

Each Obligor shall permit the Lender and/or accountants or other professional advisers and contractors of the Lender during the business hours of such Obligor and on reasonable written notice to such Obligor:

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25.7.1 to access the premises;

25.7.2 to freely access the assets, books, accounts and records of each Obligor; and

25.7.3 to meet and discuss matters with Senior Management.

25.8 Hedging Arrangements

If at any time during the Term, the Borrower wishes to enter into any interest rate, foreign exchange and/or commodity hedging arrangements in respect of any other aspects or assets of the Borrower’s business, the Borrower shall advise the Lender in writing and the Lender shall be entitled to provide such hedging arrangements to the Borrower on terms and conditions not less favourable and not more onerous to the Borrower than terms and conditions offered by any third party (the “Third Party Hedge Offeror”) to the Borrower. If the Lender can only provide the hedging arrangements contemplated in this clause 25.8 on terms and conditions which are less favourable to the Borrower than the terms and conditions offered by the Third Party Hedge Offeror, then the Borrower shall be entitled to enter into such hedging arrangements with the Third Party Hedge Offeror.

25.9 Sale of Shares

The Guarantor undertakes in favour of the Lender that the Guarantor shall not, without the prior written consent of the Lender, Dispose of the shares legally and beneficially owned by the Guarantor in the issued share capital of the Borrower as at the Original Signature Date.

25.10 Borrower Invoice

The Borrower undertakes in favour of the Lender that it shall deliver the Borrower Invoice to Impala Prior to the end of the Quotational Period to which such Borrower Invoice relates.

25.11 Concentrate Agreement

The Borrower irrevocably and unconditionally undertakes in favour of the Lender that it will not exercise any rights which it has under Concentrate Agreement or any other agreement to request from Impala the delivery of processed Approved Minerals in lieu of payment for any Concentrate delivered to Impala without the prior written consent of the Lender.

25.12 Sanctions

25.12.1 No Obligor shall at any time participate in a Sanctioned Transaction in any manner.

25.12.2 Each Obligor shall take all reasonable steps to ensure that appropriate controls and safeguards are in place, designed to prevent it from being or becoming involved in a Sanctioned Transaction.

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25.13 Swap Confirmations

The Borrower shall execute the Swap Confirmation in respect of each Advance within 5 (five) Business Days calculated from the Relevant Advance Date.

26. EVENTS OF DEFAULT

26.1 Each of the events or circumstances set out in this clause 26.1 is an Event of Default.

26.1.1 Non-Payment

26.1.1.1 Either Obligor does not pay on the due date any amount payable pursuant to a Finance Document to which it is a party and/or the Concentrate Agreement at the place at and in the currency in which it is expressed to be payable unless -

26.1.1.1.1 its failure to pay is caused by administrative or technical error (save for an administrative or technical error caused by Borrower’s gross negligence or wilful default); and

26.1.1.1.2 payment is made within 2 (two) Business Days of its due date.

26.1.1.2 Impala does not pay on the due date any amount payable pursuant to the Concentrate Agreement at the place at and in the currency in which it is expressed to be payable unless -

26.1.1.2.1 its failure to pay is caused by administrative or technical error; and

26.1.1.2.2 payment is made within 2 (two) Business Days of its due date.

26.1.2 Covenants and Other Obligations

26.1.2.1 An Obligor does not comply with the provisions of-

26.1.2.1.1 clause 24 and does not remedy the position within 10 (ten) days of the Lender giving notice to the relevant Obligor or an Obligor becoming aware of the failure to comply; and/or

26.1.2.1.2 clause 25 and, if a period is not specified for the remedy of such breach, such Obligor does not remedy such breach within 3 (three) Business Days calculated as from the date on which the Lender gives notice to the relevant Obligor or such Obligor, becomes aware of such breach; and/or

26.1.2.1.3 any other provision of this Agreement and, if a period is not specified for the remedy of such breach, such Obligor does not remedy such breach within 10 (ten) days from the date on which the Lender gives notice to the relevant Obligor, or such Obligor, becomes aware of such breach.

26.1.3 Other Obligations

26.1.3.1 Either Obligor does not comply with any provision of the Finance Documents to which it is a party (other than those referred to in clause 26.1.1 hereof).

26.1.3.2 No Event of Default under clause 26.1.3.1 will occur if the failure to comply is capable of remedy and is remedied within 10 (ten) days (or such other period as may be specified in this Agreement in relation to the specific provision).

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26.1.4 Misrepresentation

26.1.4.1 Any representation or statement made or deemed to be made by an Obligor in the Finance Documents to which it is a party and/or the Concentrate Agreement is or proves to have been incorrect, incomplete, inaccurate or misleading in any material respect when made or deemed to be made.

26.1.4.2 Any information provided in the Dispatch Analysis Schedule is or proves to have been incorrect, incomplete or misleading at the time such information is provided.

26.1.5 Cross Default

26.1.5.1 Any Financial Indebtedness of Impala and/or either Obligor is not paid when due nor within any originally applicable grace period.

26.1.5.2 Any Financial Indebtedness of Impala and/or either Obligor is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

26.1.5.3 Any commitment for any Financial Indebtedness of Impala and/or either Obligor is cancelled or suspended by a creditor of Impala and/or such Obligor as a result of an event of default (however described).

26.1.5.4 Any creditor of Impala and/or either Obligor becomes entitled to declare any Financial Indebtedness of Impala and/or such Obligor due and payable prior to its specified maturity as a result of an event of default (however described).

26.1.5.5 No Event of Default will occur under this clause 26.1.5 if-

26.1.5.5.1 the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within clauses 26.1.5.1 to 26.1.5.4 above is less than R5 000 000,00 (five million Rand) (or its equivalent in any other currency or currencies); or

26.1.5.5.2 the Financial Indebtedness in question is subject to a bona fide dispute which is being diligently pursued by the parties thereto, provided that such dispute is settled by no later than the date which is 30 (thirty) days calculated from the date on which such dispute arises.

26.1.6 Judgments

Impala and/or either Obligor has any Judgment in excess of R5 000 000,00 (five million Rand) (or its equivalent in any other currency) awarded against it unless such entity -

26.1.6.1 satisfies such Judgment in full;

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26.1.6.2 if such Judgment is appealable, appeals against such Judgment within the prescribed time limits and diligently prosecutes such appeal thereafter and succeeds in such appeal;

26.1.6.3 if such Judgment is a default judgment, applies for the rescission thereof within the prescribed time limits and diligently prosecutes such application; or

26.1.6.4	if such Judgment is reviewable, initiates proceedings for the review thereof within the prescribed time limits and diligently prosecutes such proceedings thereafter and succeeds in such proceedings
	(and having so succeeded does not satisfy the Judgment in question; provided that the entity in question does not, as a result of having satisfied such Judgment, breach any of the provisions of the Finance Documents),

provided that any period afforded to Impala and/or either Obligor to act (or procure that such entity acts) in accordance with the provisions of clauses 26.1.6.1, 26.1.6.2 or 26.1.6.3, shall immediately terminate upon the occurrence of any other Default in terms of this Agreement or upon the occurrence of a Material Adverse Event.

26.1.7 Insolvency

26.1.7.1 Any Insolvency Event occurs in respect of Impala and/or either Obligor.

26.1.7.2 A moratorium or debt standstill is declared in respect of any indebtedness of Impala and/or either Obligor. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

26.1.8 Insolvency Proceedings

26.1.8.1 Any corporate action, legal proceedings or other procedure or step is taken in relation to -

26.1.8.1.1 the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, commencement of business rescue proceedings, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of Impala and/or either Obligor without the express prior written consent of the Lender;

26.1.8.1.2 a composition, compromise, assignment or arrangement with any creditor of Impala and/or either Obligor;

26.1.8.1.3 the appointment of a liquidator, receiver, sequestrator, trustee, administrator, administrative receiver, compulsory manager, business rescue practitioner or other similar officer in respect of Impala and/or either Obligor or any of its assets (in each case whether provisional or final); or

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26.1.8.1.4 enforcement of any Security Interest over any assets of Impala and/or either Obligor in respect of a claim in excess of R5 000 000,00 (five million Rand) (or its equivalent in any other currency),

or any analogous procedure or step is taken in any jurisdiction.

26.1.8.2 Clause 26.1.8.1 shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 14 (fourteen) days of commencement or, if earlier, the date on which it is advertised.

26.1.8.3 Clause 26.1.8.1.1 and 26.1.8.1.3 shall not apply to any bona fide solvent group restructuring that occurs in respect of the Obligors with the prior written consent of the Lender.

26.1.9 Creditors’ Process

There is any attachment of an asset of either Obligor and/or Impala in respect of a claim in excess R5 000 000,00 (five million Rand) (or its equivalent in any other currency) or more.

26.1.10 Unlawfulness and Invalidity

26.1.10.1 It is or becomes unlawful for any Obligor to perform any of its obligations under the Finance Documents to which it is a party and/or the Concentrate Agreement.

26.1.10.2 It is or becomes unlawful for Impala to perform any of its obligations under the Concentrate Agreement.

26.1.10.3 Any obligation or obligations of either Obligor under any Finance Documents to which it is a party and/or the Concentrate Agreement are not or cease to be legal, valid, binding or enforceable.

26.1.10.4 Any obligation or obligations of Impala under the Concentrate Agreement are not, or cease to be, legal, valid and binding or enforceable.

26.1.10.5 Any Finance Document and/or the Concentrate Agreement ceases to be in full force and effect.

26.1.11 Cessation of Business

Impala and/or or either Obligor suspends or ceases to carry on or threatens to suspend or cease to carry on all or a material part of its business.

26.1.12 Audit Qualification

The Auditors of Impala and/or either Obligor qualify the audited annual consolidated financial statements of Impala and/or such Obligor (other than in any immaterial respect (as determined by the Lender acting in good faith).

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26.1.13 Expropriation

The authority or ability of Impala and/or either Obligor to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to Impala and/or such Obligor or any of its assets if same constitutes or is reasonably likely to constitute a Material Adverse Event.

26.1.14 Repudiation and Rescission of Agreements

26.1.14.1 Either Obligor rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document to which it is a party and/or the Concentrate Agreement or evidences an intention to rescind or repudiate a Finance Document and/or the Concentrate Agreement.

26.1.14.2 Impala rescinds or purports to rescind or repudiates or purports to repudiate the Concentrate Agreement or evidences an intention to rescind or repudiate the Concentrate Agreement.

26.1.15 Litigation

Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened in relation to the Finance Documents and/or the Concentrate Agreement or the transactions contemplated therein or against Impala and/or either Obligor or its assets which constitutes a Material Adverse Event.

26.1.16 Material Adverse Event

Any Material Adverse Event occurs.

26.1.17 Concentrate Agreement

26.1.17.1 Either Obligor agrees to any amendment, waiver, relaxation, renewal, suspension, cancellation or termination of any of the provisions of the Concentrate Agreement, without the Lender’s prior written consent, provided that such consent shall not be unreasonably withheld if such amendment, waiver, relaxation, suspension, cancellation or termination shall not adversely impact on the amounts which are payable by Impala to the Borrower under the Concentrate Agreement.

26.1.17.2 Any Force Majeure Event occurs.

26.1.17.3 Any party to the Concentrate Agreement delivers a Termination Notice to any other party to the Concentrate Agreement in accordance with the provisions thereof.

26.1.18 Debt to Equity Ratio

At any time during the Term, the Debt to Equity Ratio of Platmin is greater than 45:55.

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26.2 Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Lender may by written notice to the Borrower:

26.2.1 cancel all or any part of the Facility whereupon it shall be immediately cancelled;

26.2.2 declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents (including, without limitation, all Break Costs) be immediately due and payable, at which time such amounts shall become immediately due and payable; and/or

26.2.3 declare all other amounts owing by the Obligors to the Lender in terms of the Finance Documents be immediately due and payable, at which time such amounts shall become immediately due and payable; and/or

26.2.4 demand and be entitled to receive specific performance of any obligation of either Obligor under and in terms of any Finance Documents to which it is a party; and/or

26.2.5 exercise any or all of the rights, remedies, powers or discretions of the Lender under the Finance Documents.

PART 10

CHANGES TO PARTIES

27. ASSIGNMENT

27.1 The Lender shall be entitled to assign all or any of its rights and/or obligations under this Agreement and the other Finance Documents (together with the benefit of all and any security held by the Lender for such obligations) -

27.1.1 prior to the occurrence of a Default-

27.1.1.1 to any of the Assignment Entities (without the prior written consent of the Obligors); or

27.1.1.2 to any other person, with the prior written consent of the Obligors (which consent shall not be unreasonably withheld or delayed);

27.1.2 following a Default which is continuing, to any person or entity whomsoever (without the prior written consent of the Obligors).

27.2 Each Obligor hereby irrevocably and unconditionally consents to the splitting of all and any claims against it hereunder (both known and unknown (as of any date), present and future, actual and contingent) which may result directly or indirectly from or pursuant to any such assignment.

27.3 No Obligor shall be entitled, without the prior written consent of the Lender, to cede or assign or otherwise make over or transfer all or any of its rights and/or obligations in terms of the Finance Documents.

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PART 11

ADMINISTRATION

28. PAYMENT MECHANICS

28.1 Payments to the Lender

All payments by the Borrower to the Lender in terms of this Agreement and the other Finance Documents shall be paid as contemplated in this Agreement into the Collection Account.

28.2 No Set-off by Obligors; Obligations Unconditional

28.2.1 all payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

28.2.2 Each Obligor’s obligation to effect all payments in accordance with the Finance Documents shall be absolute and unconditional, irrespective of any contingency whatsoever, including, but not limited to -

28.2.2.1 any right of set-off, counterclaim, recoupment, defence or other right;

28.2.2.2 any insolvency, bankruptcy, administration, reorganisation, arrangement, readjustment of debt, dissolution, liquidation, business rescue proceedings or similar proceedings by or against the Lender or either Obligor;

28.2.2.3 any invalidity or unenforceability or lack of due authorisation of, or other defect in, any Finance Document; or

28.2.2.4 any other cause which (but for the provisions of this clause 28.2.2) would or might have the effect of terminating, discharging or in any way affecting any obligation of or either Obligor under the Finance Documents.

28.3 Renewal of Facility

28.3.1 The Parties shall be entitled (but not obliged) to agree a renewal of the Facility for successive periods each equal to the Renewal Period on the terms and conditions which may be agreed between the Lender and the Borrower in writing at the time of such renewal.

28.3.2 Should the Parties fail to reach an agreement on the terms and conditions of such renewal, the Facility shall terminate on the then applicable Maturity Date, unless otherwise agreed in writing by the Parties.

29. NOTICES

29.1 The Parties choose as their address for all purposes under this Agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature, the following addresses :

29.1.1 the Borrower:

Physical: [***]

Telefax: [***]

Attention: [***]

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29.1.2 the Guarantor:

Physical: [***]

Telefax: [***]

Attention: [***]

29.1.3 the Lender:

Physical: [***]

Telefax: [***]

or at such other address, not being a post office box or poste restante, of which the Party concerned may notify the other in writing.

29.2 Any notice or communication required or permitted to be given in terms of this Agreement shall be valid and effective only if in writing but it shall be competent to give notice only by hand delivery or by courier and by telefax.

29.3 Either Party may by notice to the other Party change the physical address chosen as its address in terms of clause 29.1 hereof to another physical address where postal delivery occurs in South Africa or its telefax number, provided that the change shall become effective on the 14^th (fourteenth) Business Day from the deemed receipt of the notice by the other Party.

29.4 Any notice to a Party -

29.4.1 delivered by hand to a responsible person during ordinary business hours at the physical address chosen as its domicilium citandi et executandi shall be deemed to have been received on the day of delivery; or sent by telefax to its chosen telefax number, during ordinary business hours, stipulated in clause 29.1, shall be deemed to have been received on the date of despatch (unless the contrary is proved).

29.4.2 Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its address contemplated in clause 29.1 hereof.

30. CALCULATIONS AND CERTIFICATES

30.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by the Lender are phma facie evidence of the matters to which they relate. A certificate signed by any manager of the Lender (whose designation, appointment or authority as such it shall not be necessary to prove) certifying any amount outstanding in terms of this Agreement and the other Finance Documents which has become due and payable shall, in the absence of manifest error, be prima facie proof of the matters therein stated for all purposes, including for the purposes of furnishing further particulars, obtaining provisional sentence or other Judgment against either Obligor.

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30.2 Certificates and Determinations

Any certification or determination by the Lender of a rate or amount under any Finance Document is, in the absence of manifest error, prima facie evidence of the matters to which it relates.

30.3 Day Count Convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 365 (three hundred and sixty five) days.

31. PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any Applicable Law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the Applicable Law of any other jurisdiction will in any way be affected or impaired.

32. REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of the Lender, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by Applicable Law.

33. COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document. A facsimile shall be a valid counterpart for all purposes under the Finance Documents.

34. WHOLE AGREEMENT

34.1 This Agreement together with the other Finance Documents constitutes the whole agreement between the Parties in relation to the subject matter hereof.

34.2 No addition to, variation, amendment, novation, waiver or agreed cancellation of any provision of this Agreement shall be binding upon the Parties unless reduced to writing and signed by or on behalf of the Parties.

34.3 No oral pactum de non petendo shall be of any force or effect.

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PART 12

GOVERNING LAW, ENFORCEMENT AND INDEPENDENT ADVICE

35. GOVERNING LAW

The Finance Documents shall be construed and interpreted in accordance with the laws of South Africa.

35.1 Arbitration

35.1.1 Save for clauses 8 and 9 hereof, and in respect of those provisions of this Agreement which provide for their own remedies which would be incompatible with arbitration, a dispute which arises in regard to -

35.1.1.1 the interpretation of; or

35.1.1.2 the carrying into effect of; or

35.1.1.3 either of the Parties’ rights and obligations arising from; or

35.1.1.4 the termination or purported termination of or arising from the termination of; or

35.1.1.5 the rectification or proposed rectification of,

this Agreement, or out of or pursuant to this Agreement (other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction), shall be submitted to and decided by arbitration.

35.1.2 The arbitration contemplated in clause 35.1.1 hereof shall be held -

35.1.2.1 with only the Parties and their representatives present thereat;

35.1.2.2 at Johannesburg.

35.1.3 It is the intention that the arbitration shall, where possible, be held and concluded in 21 (twenty one) Business Days after it has been demanded. The Parties shall use their best endeavours to procure the expeditious completion of the arbitration.

35.1.4 Save as expressly provided in this Agreement to the contrary, the arbitration shall be subject to the arbitration legislation for the time being in force in South Africa.

35.1.5 The arbitrator shall be an impartial admitted attorney of not less than 10 (ten) years’ standing appointed by the Parties or, failing agreement by the Parties within 10 (ten) Business Days after the arbitration has been demanded, at the request of either of the Parties shall be nominated by the President for the time being of the Law Society of the Northern Province (or its successor body), whereupon the Parties shall forthwith appoint such person as the arbitrator. If that person fails or refuses to make the nomination, either Party may approach the High Court of South Africa to make such an appointment. To the extent necessary, the court is expressly empowered to do so.

35.1.6 The Parties shall keep the evidence in the arbitration proceedings and any order made by any arbitrator confidential.

35.1.7 The arbitrator shall be obliged to give his award in writing fully supported by reasons.

35.1.8 The provisions of this clause are severable from the rest of this Agreement and shall remain in effect even if this Agreement is terminated for any reason.

35.1.9 The arbitrator shall have the power to give default judgment if any Party fails to make submissions on due date and/or fails to appear at the arbitration.

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35.1.10 The arbitrator, but acting as an expert and not as an arbitrator, may “make the contract” between the parties by completing any gaps in the contract or by determining any matter which has been or is left to be agreed upon by the parties and on which they have not reached agreement.

35.1.11 The arbitrator’s award shall be final and binding on the Parties to the dispute. There shall be a right of appeal against any award of the arbitrator provided that -

35.1.11.1 the appeal is noted within 10 (ten) Business Days of the arbitrator’s award;

35.1.11.2 the appellant delivers the record to the respondent within 10 (ten) Business Days of the record becoming available to the appellant.

35.1.12 The relevant provisions of this arbitration clause shall apply mutatis mutandis in regard to the appeal.

35.1.13 The appeal shall be heard before a panel of 3 (three) arbitrators and the provisions of clause 35.1.5 shall apply mutatis mutandis.

35.1.14 The costs of any venue, arbitrator’s remuneration, recording, transcription and other costs and expenses ancillary to the hearing shall be borne by the Parties in equal shares and shall be recoverable, as costs in the cause, under the provisions of any award made by the arbitrator. The Parties, together with the arbitrator will agree form time to time on the arbitrator’s remuneration, which will be paid by the Parties in equal shares, upon receipt of invoices therefor.

35.1.15 Nothing in this clause 35.1 shall preclude any Party from seeking interim and/or urgent relief from a court of competent jurisdiction. In this regard, each Obligor agrees that any such legal action or proceedings may be brought against it in the South Gauteng High Court of South Africa (or any successor to that court) and irrevocably submits to the non-exclusive jurisdiction of such court. Each Obligor irrevocably waives any objection it may now or hereafter have that such action or proceeding has been brought in an inconvenient forum. Nothing herein shall affect the Lender’s right to serve process in any manner permitted by law. The submission to such jurisdiction shall not (and shall not be construed so as to) limit the right of the Lender to take proceedings against any Obligor in whatever other jurisdiction the Lender considers appropriate nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction whether concurrently or not.

36. INDEPENDENT ADVICE

Each Obligor acknowledges that it has been free to secure independent legal and other advice as to the nature and effect of all the provisions of this Agreement and the other Finance Documents to which it is party and that it has either taken such independent legal and other advice or dispensed with the necessity of doing so. Each Obligor acknowledges that all of the provisions of the Finance Documents and the restrictions herein and therein contained have been negotiated as between it and the other parties hereto and thereto and are part of the overall intention of the Parties in connection with this Agreement and the other Finance Documents.

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37. CONFIDENTIALITY

37.1 Subject to clause 37.2, each of the Parties agrees to maintain -

37.1.1 the provisions of the Finance Documents to which it is a party;

37.1.2 the details of the negotiations leading up to the conclusion of the Finance Documents to which it is a party,

(collectively the “Confidential Information”) as confidential and shall not disclose any of the Confidential Information to any third party, use such information for any purpose other than in connection with the Finance Documents.

37.2 The confidentiality undertaking set out in clause 37.1 above shall not apply to information that -

37.2.1 is disclosed to professional advisers of the Obligors under confidentiality undertakings that are in a form and substance satisfactory to the Lender;

37.2.2 is disclosed to a potential financier of the Obligors under confidentiality undertakings that are in a form and substance satisfactory to the Lender;

37.2.3 is disclosed to the professional advisers of the Lender;

37.2.4 is disclosed by or on behalf of the Lender to a potential Assignment Entity or any other person to whom the Lender assigns its rights and/or obligations under this Agreement and the other Finance Documents in accordance with the provisions of clause 27 hereof (the “Other Assignment Parties” and each an “Assignment Party”) (including the professional advisers of such Assignment Entity or Assignment Party, as the case may be);

37.2.5 is disclosed to any person by or on behalf of the Lender pursuant to any enforcement of its rights under the Finance Documents;

37.2.6 is at the time of its disclosure, already known to the receiving person from a source other than the disclosing Party;

37.2.7 is or becomes public knowledge other than pursuant to a breach of the Finance Documents by the Party who received the Confidential Information; or

37.2.8 is required by Applicable Laws, Accounting Principles or by the rules or regulations of any recognised stock exchange to be disclosed.

38. DELIVERIES OF CONCENTRATE PRIOR TO THIS AGREEMENT

The Parties agree that any Advances made to the Borrower by the Lender in terms of the Northam Revolving Credit Facility prior to the date on which this Agreement comes into force and effect in respect of Concentrate delivered by the Borrower to Impala under the terms of the Concentrate Agreement shall be deemed to be Advances made in terms of this Agreement notwithstanding anything else to the contrary contained herein and all of the provisions of this Agreement shall apply in relation to such Advances mutatis mutandis.

87

Signed for and on behalf of

Investec Bank Limited	Investec Bank Limited
/s/ Kriosha Naidoo	/s/ Susan Elizabeth Neilan
Name: Kriosha Naidoo	Name: Susan Elizabeth Neilan
Title: Authorised Signatory	Title: Authorised Signatory
Date:	Date:
Witness	Witness

Signed for and on behalf of

Pilanesberg Platinum Mines Proprietary Limited  

/s/ Erich Clarke

Name: Erich Clarke

Title: Director

Witness:

Date: 31 March 2017

Signed for and on behalf of

Pilanesberg Platinum Mines Proprietary Limited  

/s/ Elmarie Maritz

Name: Elmarie Maritz

Title: CFO

Witness:

Date: 31 March 2017

88

Signed for and on behalf of

Platmin South Africa Proprietary Limited  

/s/ Erich Clarke

Name: Erich Clarke

Title: Director

Witness:

Date: 31 March 2017

Signed for and on behalf of

Platmin South Africa Proprietary Limited  

/s/ Elmarie Maritz

Name: Elmarie Maritz

Title:CFO

Witness:

Date: 31 March 2017

89

Schedule 1
CONDITIONS PRECEDENT

1. Obligors

1.1 A copy of a resolution of the board of directors of each Obligor:

1.1.1 approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform the Finance Documents to which it is a party;

1.1.2 authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

1.1.3 authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Disbursement Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

1.2 A certificate of each Obligor (signed by a director of such Obligor) confirming that borrowing or guaranteeing or securing, as appropriate, the Facility would not cause any borrowing, guarantee, security or similar limit binding on such Obligor to be exceeded.

1.3 A certificate of an authorised signatory of the Borrower or other relevant Obligor certifying that each document relating to it specified in this Schedule 1 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement.

2. Finance Documents and Concentrate Agreement

The original signed version of this Agreement in form and substance satisfactory to the Lender executed by the parties to those documents and evidence that each has become unconditional in accordance with its terms; and

A signed copy of the Concentrate Agreement or renewal, or amendment thereof which permits deliveries of Concentrate to Impala which is in form and substance satisfactory to the Lender and is duly executed by the Borrower, and Impala together with evidence that it has become unconditional in accordance with its terms.

3. Other Documents and Evidence

A certificate from each Obligor, in respect of the First Facility Availability Period dated as at any date before 21 July 2013 and in respect of any Facility Renewal Period dated no longer than 3 Business Days before the commencement of the Facility Renewal Period, confirming that-

3.1 no Default or Event of Default has occurred and is continuing;

3.2 all of the representations and warranties are true and correct;

3.3 no Material Adverse Event has occurred;

3.4 no proceedings of the type contemplated in clause 23.13 are pending or threatened in respect of either Obligor and no industrial action is pending or threatened against either Obligor;

3.5 no proceedings of the type contemplated in clause 23.13, of which such Obligor ought to reasonably be aware, are pending or threatened in respect of Impala and no industrial action, of which such Obligor ought to reasonably be aware, is pending or threatened against Impala,

90

and the Lender is satisfied in its sole discretion that the certificate is correct.

4. Enforceability of Finance Documents and the Concentrate Agreement

The Lender is satisfied that each of the Finance Documents and the Concentrate Agreement are legal, valid, binding and enforceable in accordance with their terms.

5. Regulatory Approvals

The Lender has received a copy, certified as true and correct by an officer of each of the Obligors, of each approval and consent of any governmental or other regulatory authorities which are necessary for the execution, performance and delivery by it of the Finance Documents to which it is a party and the Concentrate Agreement or confirmation in writing by a duly authorised officer of it that no such consents, authorisations or approvals are required in relation to the Obligors.

91

Schedule 2
DISBURSEMENT REQUEST

From: Pilanesberg Platinum Mines (Proprietary) Limited (the "Borrower")

To: Investec Bank Limited (the "Lender")

Dated: [●] 2017

Dear Sirs

Disbursement Request in terms of the Revolving Commodity Financing Facility Agreement (the "Facility Agreement") dated November 2012 between inter alia the Borrower (as borrower) and the Lender (as lender)

1. Reference is made to the Facility Agreement. Terms defined in the Facility Agreement have the same meaning in this Disbursement Request unless given a different meaning in this Disbursement Request.

2. The Borrower wishes the Lender to make an Advance to the Borrower in respect of the following Concentrate Lots delivered to Impala during the Delivery Month of [●] [specify Delivery Month], all on the terms and conditions of the Facility Agreement and, in particular, subject to fulfilment of the Conditions Precedent referred to in clause 5 of the Facility Agreement.

3. The Mineral Class of this Disbursement Request is [PMC] I [BMC]. [Delete whichever is not applicable]

4. A certificate of compliance in terms of clause 5.2.1 of the Facility Agreement is attached hereto as Annexure A.

5. The Dispatch Analysis d in respect of the Concentrate Lots referred in paragraph 2 above is attached hereto as Annexure B.

6. Based on the Dispatch Analysis Schedule, the Borrower's bona fide estimate in respect of such Concentrate Lots is as follows:

92

Approved	DMT of	Percentage	Relevant	Estimated	Royalty	Estimated	Treatment	Estimated
Mineral	Concentrate	Chromium	Recovery	Quantity of	Costs	Penalties	Costs	Price
	Lots	Oxide	Percentage	Approved
	delivered	Content of		Mineral (in
	during	Concentrate		Ounces) to
	relevant	Lots		be derived
	Delivery			from such
	Month			Concentrate
				Lots
Platinum
Palladium
Gold

Approved	DMT of	Percentage	Relevant	Estimated	Royalty	Estimated	Treatment	Estimated
Mineral	Concentrate	Chromium	Recovery	Quantity of	Costs	Penalties	Costs	Price
	Lots	Oxide	Percentage	Approved
	delivered	Content of		Mineral (in
	during	Concentrate		Ounces) to
	relevant	Lots		be derived
	Delivery			from such
	Month			Concentrate
				Lots
Copper
Nickel

[Delete whichever is not applicable]

7. The Relevant Advance Date is [●] [specify proposed Advance Date],

8. The Borrower's estimate of the Aggregate Gross Amount of such Advance is R[●] ([●] Rand).

9. This Disbursement Request is irrevocable.

Yours faithfully

authorised signatory for
Pilnesberg Platinum Mines (Proprietary) Limited

93

Annexure A

Compliance with Conditions as referred to in Clause 5.2.1 of the Facility Agreement

From	Pilanesberg Platinum Mines Proprietary Limited
To:	Investec Bank Limited

Date:

Dear Sirs

The Borrower hereby confirms that the conditions precedent in clause 5.2.1 of the Facility Agreement have been fulfilled as at the date stated above, namely that:

1. The conditions precedent referred to in clause 5.1 of the Facility Agreement remain fulfilled as of the Relevant Advance Date

2. This Disbursement Request

2.1 Is for an advance greater than R1,000,000 (one million Rand);

2.2 Will not cause the Aggregate Gross Amount of the Facility Limit to be exceeded; and

2.3 Will not cause more than 8 (eight) Advances to be outstanding

2.4 The Concentrate Agreement is in full force and effect and deliveries of Concentrate are permitted thereunder.

3. No default has occurred nor is continuing as of the Relevant Advance Date;

4. No Economic Failure has occurred nor is continuing as of the Relevant Advance Date;

5. No Force Majeure Event has occurred nor is continuing as of the Relevant Advance Date;

6. The Lender has received in form and substance satisfactory to the Lender:

6.1 a complete copy of the Dispatch Analysis Schedule in respect of the Concentrate Lots to be financed under the Advance in question;

6.2 a copy of the Northam Initial Metal Analysis in respect of the Concentrate Lots to be financed under the Advance in question, directly from Northam and/or a copy from an independent assaying lab’s test report (being SGS south Africa Proprietary Limited) in respect of the Concentrate Lots to be financed under the Advance in question, directly from the independent assaying lab.[delete whichever is not applicable]

6.3 confirmation of the delivery month to which the relevant requested Advance relates;

6.4 All the Advance Calculation Information;

7. The Disbursement Request is only in respect of and Advance calculated with reference to one Mineral class;

8. The Borrower has determined the Price and the Spot Rate which is to be agreed to by the Lender; and

9. The Borrower has not given a Prepayment Notice to the Lender in terms of clause 15.1 of the Facility Agreement.

Yours faithfully

By

Authorised signatory

For and on behalf of:

Pilnesberg Platinum Mines (Proprietary) Limited

By

Authorised signatory

For and on behalf of:

Pilnesberg Platinum Mines (Proprietary) Limited

Annexure B

Dispatch Analysis Schedule

Schedule 3

Illustrative worked examples of the calculation of the Cancellation Fee and the Discount Amount

Annexure B

NOTICE OF THE CHANGE IN BANKING DETAILS UNDER THE CONCENTRATE AGREEMENT

To: Impala Refining Services Limited
Corner of Cowles Street and East Geduld Road
East Geduld
Springs
1560
Gauteng
("Impala")

From: Pilanesberg Platinum Mines Proprietary Limited
6 Ecofusion Office Park
Block B, 324 Witch-Hazel Avenue
Highveld Extension 59
South Africa
("PPM")

Date: [●] 2017

Dear Sirs

Treatment of Concentrate and Sales of Metal Agreement dated 23 June 2015 (the "Concentrate Agreement") between Impala and PPM

We refer to the Concentrate Agreement, a copy of which is attached hereto in terms of which Impala has consented to the cession of payment rights under the Concentrate Agreement by PPM in favour of Investec Bank Limited pursuant to a financing facility granted to it by Investec Bank Limited. From the date of this notice, PPM hereby requests that Impala pays all amounts due to PPM on account of the Concentrate Agreement into the following account:

Account Holder:	Investec Bank Limited
Bank:	Investec Bank Limited
Branch:	580105
Account number:	[***]

PPM hereby irrevocably waives its right to request deliver processed platinum and/or palladium to it in lieu of payment of some or all of the purchase price for the Concentrate pursuant to clause 2 of the Concentrate Agreement.

GOVERNING LAW

This notice shall be governed by and construed in accordance with the laws of the Republic of South Africa. Impala and PPM irrevocably and unconditionally submit to the non-exclusive jurisdiction of the High Court of South Africa (Gauteng Local Division, Johannesburg) (or any successor to that division).

As witnessed by the duly authorised representatives of the Parties hereto

Signed for and on behalf of
Impala Refining Services Limited
Name:
Title:
Date:
Signed for and on behalf of
Pilanesberg Platinum Mines Proprietary Limited
/s/  Erich Clarke
Name:	Erich Clarke
Title:	Director
Date:	31 March 2017

Table of Contents

Page

1. DEFINITIONS AND INTERPRETATION 11

2. INTRODUCTION 44

3. THE FACILITY 46

4. LOAN PURPOSE 46

5. CONDITIONS PRECEDENT 46

6. EXPIRY OF FACILITY 49

7. DRAWDOWN OF THE FACILITY 49

8. PROCEDURE IN RELATION TO AGREEMENT AND/OR DETERMINATION OF THE PRICE 49

9. PROCEDURE IN RELATION TO AGREEMENT AND/OR DETERMINATION OF THE SPOT RATE 50

10. REPAYMENT OF THE LOAN 51

11. OUT-AND-OUT CESSION 51

12. MANDATORY PREPAYMENT 52

13. CANCELLATION 53

14. REPAYMENT 53

15. APPLICATION OF MONIES IN THE COLLECTION ACCOUNT 54

16. INTEREST 55

17. CHANGES TO THE CALCULATION OF INTEREST 55

18. FEES 56

19. TAX GROSS UP AND INDEMNITIES 57

20. INCREASED COSTS 58

21. COSTS AND EXPENSES 61

22. GUARANTEE AND INDEMNITY 61

23 REPRESENTATIONS AND WARRANTIES 64

24. INFORMATION UNDERTAKINGS 70

25. GENERAL UNDERTAKINGS 73

26. EVENTS OF DEFAULT 76

27. ASSIGNMENT 81

28. PAYMENT MECHANICS 82

29. NOTICES 82

30. CALCULATIONS AND CERTIFICATES 83

31. PARTIAL INVALIDITY 84

32. REMEDIES AND WAIVERS 84

33. COUNTERPARTS 84

34. WHOLE AGREEMENT 84

35. GOVERNING LAW 85

36. INDEPENDENT ADVICE 86

37. CONFIDENTIALITY 87

38. DELIVERIES OF CONCENTRATE PRIOR TO THIS AGREEMENT 87

EX-10.3

Exhibit 10.3

Settlement Agreement EXECUTION COPY

Version 2

30 Nov 2019

SETTLEMENT AGREEMENT

between

PILANESBERG PLATINUM MINES PROPRIETARY LIMITED

And

ITERELENG BAKGATLA MINERALS RESOURCES PROPRIETARY LIMITED

and

LESETLHENG COMMUNITY

Page 1 of 39

CONTENTS

1.	DEFINITIONS	3
2.	PARTIES	5
3.	INTRODUCTION	6
4.	LEGAL BASIS FOR NEGOTIATIONS	6
5.	LOCUS STANDI OF THE LESETLHENG COMMUNITY TO ENTER INTO THE SETTLEMENT AGREEMENT	7
6.	CONDITIONS PRECEDENT	7
7.	DURATION AND NATURE OF THIS AGREEMENT	8
8.	ACCESS TO WILGESPRUIT	8
9.	TERMS OF THE SETTLEMENT AGREEMENT	9
10.	UNDERTAKINGS IN RESPECT OF MINING OPERATIONS	15
11.	LESETLHENG COMMUNITY UNDERTAKING	16
12.	LEGACY ISSUES	16
13.	SCOPE OF THE AGREEMENT AND CONFLICT	16
14.	ACKNOWLEDGEMENT BY THE LESETLHENG COMMUNITY	17
15.	REGISTRATION AGAINST THE TITLE DEED	17
16.	STIPULATIO ALTERI IN FAVOUR OF THE LESETLHENG COMMUNITY	18
17.	STIPULATIO ALTERI IN FAVOUR OF THE TROST	18
18.	WARRANTIES	18
19.	BREACH	18
20.	DISPUTE RESOLUTION	19
21.	AGREEMENT BINDING ON SUCCESSORS IN TITLE	20
22.	GOVERNING LAW	20
23.	COSTS	20
24.	NOTICES AND LEGAL PROCESS	20
25.	INTERPRETATION	22
26.	GENERAL AND MISCELLANEOUS	23

26.1	Sole record of agreement	23
26.2	Counterparts	23
26.3	No amendments except in writing	23
26.4	Waivers	23
26.5	Survival of obligations	24
26.6	Approvals and consents	24

Appendix 1	31
Lesetlheng Families (Descendants of the Original 13 Wilgespruit Occupiers)	31
Appendix 2	32
Request for Information	32
Appendix 3	35
Acceptance of Stipulatio by the Lesetlheng Community Families	35
Appendix 4	37
Acceptance of Stipulatio by Trust	37

Page 2 of 39

1. DEFINITIONS

Unless otherwise stated, or the context otherwise requires, the words and expressions listed below shall bear the meanings ascribed to them:

1.1 13 Families - means the 13 families constituting the Lesetlheng Community as per Appendix;

1.2 Agreement - means this agreement and any annexures hereto;

1.3 Business Day - means any day other than a Saturday, Sunday or official public holiday in South Africa;

1.4 Conditions Precedent - bears the meaning ascribed thereto in clause 6.1;

1.5 Constitutional Court judgment - means the Constitutional Court ruling dated 25 October 2018, in the matter of Maledu and Others v Itereleng Bakgatla Minerals Resources (Pty) Limited and Another;

1.6 CPIX- means the consumer price index for all expenditure groups excluding interest rates on mortgage bonds: Metropolitan areas only (with the Base for 2000=100) as published from time to time in respect of any date or period by the Central Statistical Service of the Republic of South Africa. In the event that the Central Statistical Service should stop publishing the CPIX or should substantially change the content or format thereof, the Parties will substitute another comparable measure published by the Central Statistical Service or another mutually agreeable source;

1.7 DMRE - means the Department of Mineral Resources and Energy;

1.8 Effective Date - means the date falling 3 Business Days after fulfilment of the conditions set out in clause 6.1;

1.9 Environmental Management Programme - bears the meaning ascribed thereto in the MPRDA;

1.10 Farming Activities - bears the meaning ascribed thereto in clause 2.1.3.6;

1.11 IBMR - means Itereleng Bakgatla Minerals Resources Proprietary Limited, a private company incorporated in accordance with the laws of the Republic of South Africa, with registration number 2003/003721/07;

1.12 IPILRA - means the Interim Protection of Informal Land Rights Act 31 of 1996;

1.13 Land Titles Adjustment Act - refers to the Land Titles Adjustment Act 111 of 1993;

1.14 Land Titles Adjustment Proceedings - bears the meaning ascribed thereto in clause 2.1.3.3;

1.15 Lesetlheng Community - means the direct descendants of the 13 original occupiers of Wilgespruit who constitute a community as contemplated in section 1 of IPILRA and whose members were recognised by the Constitutional Court as holders of informal land rights held in terms of IPILRA in the farm Wilgespruit, in their judgment in the matter of Maledu and Others v Itereleng Bakgatla Minerals Resources (Pty) Limited and Another dated 25 October 2018 and whose names are set out in Appendix hereto;

Page 3 of 39

1.16 LLC - means the Lesetlheng Land Claims Committee, which was formed to represent the majority of the members of the Lesetlheng Community in the negotiations with PPM and IBMR and consequently negotiated the terms of this Agreement;

1.17 Mining Charter - means the Broad-Based Socio-Economic Empowerment Charter for the Mining and Minerals Industry, 2018, as published by the Minister for the DMRE in terms of section 100(2) of the MPRDA;

1.18 Mining Operations - means the operations relating to the act of mining and actions and activities directly incidental thereto;

1.19 Mining Right - means mining right NW30/5/1/2/2/333MR held by IBMR in respect of platinum, palladium, rhodium, iridium, ruthenium, osmium, gold, nickel, cobalt and chrome over the farm Wilgespruit 2 JQ, a portion of portion 1 of the farm Rooderand 46 JQ, a portion of the farm Legkraal 45 JQ and a portion of the farm Koedoesfontein 42 JQ, in the Magisterial District of Mankwe, North West Province, measuring 4805.91 hectares in extent. This right was executed and commenced on 20 June 2008, and unless otherwise suspended or cancelled, will continue to be in force for a period of 30 years ending on 19 June 2038;

1.20 Mining Work Programme - bears the meaning ascribed thereto in the MPRDA;

1.21 MPRDA - means the Mineral and Petroleum Resources Development Act 28 of 2002 or any legislation replacing that Act;

1.22 Parties - means the signatories to this Agreement and ’’Party" refers to any one of the Parties as the context may require;

1.23 PPM - means Pilanesberg Platinum Mines Proprietary Limited, a private company incorporated in accordance with the laws of the Republic of South Africa, with registration number 2002/015572/07;

1.24 Procurement Entity - bears the meaning ascribed thereto in clause 9.2.3.2.1;

1.25 Regional Manager - bears the meaning ascribed thereto in the MPRDA;

1.26 Signature Date - means the date on which this Agreement is signed by the last signing Party;

1.27 Social and Labour Plan - bears the meaning ascribed thereto in the MPRDA;

1.28 Surface Use Rental - bears the meaning ascribed thereto in clause 9.1.2.4;

1.29 Trust - bears the meaning ascribed thereto in clause 9.1.4.1;

1.30 Wilgespruit - refers to the farm Wilgespruit No. 2, Registration Division J.Q., North West Province, magisterial district of Mankwe, measuring 2969,6863 hectares, held under deed of transfer No. T1230/1919BP, which as at the Signature Date is held in trust by the Minister of Agriculture, Land Reform and Rural Development on behalf of Bakgatla Ba Kgafela Traditional Community.

Page 4 of 39

2. PARTIES

2.1 The Parties to this Agreement are:

2.1.1 IBMR, which:

2.1.1.1 is a wholly owned subsidiary of PPM;

2.1.1.2 on 20 June 2008, acquired the Mining Right in respect of amongst others Wilgespruit;

2.1.1.3 subsequently ceded the Mining Right to PPM, which cession was consented to by the DMRE on or about 13 February 2014;

2.1.2 PPM, which:

2.1.2.1 is the cessionary of the Mining Right;

2.1.2.2 subsequent to the grant and cession of the Mining Right, was refused access to Wilgespruit by the Lesetlheng Community;

2.1.3 Lesetlheng Community, who:

2.1.3.1 comprise of the direct descendants of the 13 original occupiers of Wilgespruit;

2.1.3.2 are holders of informal land rights in the farm Wilgespruit as recognised under IPILRA; and

2.1.3.3 assert that they are the rightfill owners of Wilgespruit and that racially discriminatory laws of the past prevented Wilgespruit from being registered in the name of their forefathers, and as a result of which Wilgespruit was registered in the name of the Minister of Native Affairs as a trustee for the Bakgatla ba Kgafela Traditional Community;

2.1.3.4 have lodged a claim under the Land Titles Adjustment Act to seek rectification of the title deed of Wilgespruit to reflect the Lesetlheng Community as co-owners ("Land Titles Adjustment Proceedings");

2.1.3.5 are awaiting the outcome of the Land Titles Adjustment Proceedings in respect of Wilgespruit as at the Signature Date;

2.1.3.6 earn a livelihood from cattle farming and cash cropping on the farm Wilgespruit ("Farming Activities") and

2.1.3.7 refused PPM access to Wilgespruit, pursuant to which there were various legal proceedings, which were ultimately ruled upon by the Constitutional Court on 25 October 2018.

Page 5 of 39

3. INTRODUCTION

3.1 On 25 October 2018, the Constitutional Court ordered PPM and IBMR to:

3.1.1 exhaust the requirements of section 54 of the MPRDA before approaching a court for a remedy pertaining to access to Wilgespruit; and

3.1.2 negotiate with the Lesetlheng Community, whose members are holders of informal land rights in Wilgespruit, as recognised by IPILRA.

3.2 The Parties agreed to negotiate in good faith with a view to reach a settlement pertaining to access rights to Wilgespruit and commenced discussions on 15 April 2019.

3.3 A mediator was jointly appointed by the Parties on 11 September 2019 to facilitate the discussions between the Parties. Various meetings were held between the Parties with a view to negotiating the terms of the settlement and agreeing on inter alia, the valuations thereto. The key elements of these valuations were qualified by relevant independent experts.

3.4 The Parties have reached agreement on the compensation payable to the Lesetlheng Community for loss of use of Wilgespruit as contemplated in section 54 of the MPRDA, pursuant to the negotiations and accordingly hereby enter into this Agreement to record the terms of such settlement agreement.

4. LEGAL BASIS FOR NEGOTIATIONS

4.1 This Agreement is informed by the Constitutional Court's interpretation of the meaning and place of section 54 in the MPRDA.

4.2 PPM entered into discussions with the Lesetlheng Community, with a view to reaching an agreement on the compensation payable to the Lesetlheng Community, for loss of use of Wilgespruit, as contemplated in section 54 of the MPDRA, in exchange for the grant of access to Wilgespruit, by the Lesetlheng Community.

4.3 Section 54 of the MPRDA provides mechanisms for dispute resolution where a conflict arises between mining right holders, the owner of the land and lawful occupiers. One of these mechanisms is the payment of compensation by the mining right holder to the land owner or lawful occupier for loss or damage suffered or likely to be suffered by the land owner or lawful occupier as a result of the operations being conducted on the relevant property.

4.4 The Parties voluntarily entered into mediation on the prospects of their relocation and applied their minds to what compensation would be appropriate for the damages they would suffer. These damages include, but are not limited to:

4.4.1 The loss of their traditional farming lands after 100 years of occupation;

Page 6 of 39

4.4.2 The costs and inconvenience associated with their having to move to an alternative site on which they could continue their traditional occupation of farming the land;

4.4.3 The rental accruing to them in relation to that portion of the farm Wilgespruit, known as Wilgespruit Portion 1, on which the mining company already has established operations without either the consent of the community or compensation for this encroachment;

4.4.4 Future rental for the land that will be used by the mining company for its operations pending the return of the beneficiaries to resume their traditional use of Wilgespruit subsequent to the issue of a mine closure certificate by the Department of Mineral Resources & Energy for these operations.

4.4.5 The purchase of an alternative farm for the use of the beneficiaries during and after mining operations, the ownership of which alternative farm shall be registered in the name of the trust to be formed for the purposes of the Settlement.

4.4.6 The requirements of MPRDA and National Environmental Management Act (107 of 1998);

4.4.7 The Settlement compensation is the Preferential Allocation of certain Employment and Procurement Opportunities to the Lesetlheng community, particularly the opportunity to participate in a mining contract for the Wilgerspruit.

5. LOCUS STANDI OF THE LESETLHENG COMMUNITY TO ENTER INTO THE SETTLEMENT AGREEMENT

It is recorded that as at the Signature Date, the Lesetlheng Community have initiated the Land Titles Adjustment Proceedings. Thus, depending on the outcome of the Land Titles Adjustment Proceedings, it is possible that the Lesetlheng Community may become the legal owners of Wilgespruit.

5.1 If the Land Titles Adjustment Proceedings or any other proceedings which render the Lesetlheng Community the registered owners of Wilgespruit are successful, PPM and the Lesetlheng Community shall enter into a surface lease agreement in respect of Wilgespruit for the duration of the Mining Operations. The Parties agree that the rental amount payable under the surface lease agreement shall be in the amount set out in clause 9.1.2.4 and in substitution for the Surface Use Rental.

5.2 If such Land Titles Adjustment Proceedings and/or other proceedings are ultimately unsuccessful, PPM shall nevertheless pay the Surface Use Rental (as defined below) to the Lesetlheng Community for the duration of the Mining Operations.

6. CONDITIONS PRECEDENT

6.1 The coming into force and the implementation of this Agreement, save for the provisions of clauses 1, 6, 9.1.4.1, 16, 17, 19 to 26 which shall be of immediate force and effect on the Signature Date, is subject to the fulfillment of the following conditions ("Conditions Precedent"):

6.1.1 the passing of a board resolution by the board of directors of PPM authorising entry into and the implementation of this Agreement;

6.1.2 the passing of a board resolution by the board of directors of IBMR authorising entry into and the implementation of this Agreement;

6.1.3 the Lesetlheng Community providing the written mandate to enter into this Agreement;

6.1.4 The 13 Families accepting the stipulations in this Agreement in accordance with clause 16 and in the manner set out in Appendix ;

Page 7 of 39

6.1.5 the Trust accepting the stipulations in this Agreement in accordance with clause 17 and in the manner set out in Appendix ;and

6.1.6 PPM complying with the LLC’s request for information as recorded in Appendix hereto.

6.2 The Parties shall, where it is within their respective power to do so, use their reasonable commercial endeavors to procure the fulfilment of the conditions on or before 31 March 2020 or such other date as may be agreed to in writing by PPM.

6.3 PPM shall notify the Lesetlheng Community in writing when it is satisfied that the Conditions Precedent have been fulfilled and such Conditions Precedent shall only be deemed to have been fulfilled when such notice is given.

6.4 If the Conditions Precedent are not fulfilled (as stated in clause 6.3) on the date set out in clause 6.2, or such other date as PPM may in its sole discretion determine, then this Agreement, save for the provisions of clauses 1, 6, 9.1.4.1, 16, 17, 19 to 26, which shall remain of full force and effect, shall be of no force or effect.

6.5 If this Agreement does not come into force, no Party shall have any claim against any other Party for anything done hereunder, save as a result of a breach of any of the provisions of this clause 6 by any Party, and the Parties shall be restored to the status quo ante.

7. DURATION AND NATURE OF THIS AGREEMENT

Save for the clauses contemplated in clause 6.1 which shall be effective on the Signature Date, this Agreement shall be binding on the Parties with effect from the Effective Date and will remain in full force and effect and will terminate as provided for herein.

8. ACCESS TO WILGESPRUIT

8.1 The Lesetlheng Community acknowledges that PPM requires access to Wilgespruit for the purposes of conducting the Mining Operations, including specifically for the rehabilitation of Wilgespruit, without interference by members of the Lesetlheng Community and/or their livestock.

8.2 PPM wishes to commence Mining Operations in respect of Wilgespruit as soon as possible, but in any event, by no later than 1 January 2020. Accordingly, within a period of 30 days of the Effective Date or such other date as may be agreed to in writing between the Parties, the Lesetlheng Community shall grant full and unhindered access to PPM to Wilgespruit to conduct the Mining Operations.

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9. TERMS OF THE SETTLEMENT AGREEMENT

The terms of the settlement between the Parties are as follows:

9.1 PAYMENT OF COMPENSATION

PPM and IBMR agree to pay the Lesetlheng Community the following compensation in full and final settlement in respect of any and all loss or damage which the Lesetlheng Community may suffer as a result of the Mining Operations, including loss or damage arising from the loss of use of Wilgespruit:

9.1.1 RETROSPECTIVE RENTAL

9.1.1.1 The retrospective rental contemplated herein relates to the historical use of portion 1 of Wilgespruit, measuring an extent of 379 hectares, from 2012 to the Signature Date ("Retrospective Rental").

9.1.1.2 PPM shall, provided the Conditions Precedent have been fulfilled and provided it has been given full and unhindered access to Wilgespruit, by no later than 28 February 2020 or such other date as may be agreed to between the Parties, make a Retrospective Rental payment of R2 207 569.00 (two million two hundred and seven thousand five hundred and sixty nine Rand) to the Lesetlheng Community ("Retrospective Rental Amount") in accordance with the provisions of clause 9.1.1.3.

9.1.1.3 The Retrospective Rental Amount shall be:

9.1.1.3.1 paid by PPM to the Trust, into the Trust’ bank account;

9.1.1.3.2 paid by electronic transfer of immediately available and freely transferable funds, free of any deductions, withholding or set-off whatsoever;

9.1.1.3.3 be fully refundable by the Lesetlheng Community to PPM and IBMR in the event that PPM and IBMR are not given full, unhindered access to Wilgespruit, in accordance with the terms of this Agreement.

9.1.2 FUTURE RENTAL FOR USE OF WILGESPRUIT

9.1.2.1 PPM has agreed to compensate the Lesetlheng Community for the right to gain access to and to use Wilgespruit for the purposes of conducting its Mining Operations and related activities.

9.1.2.2 The commencement date of the Mining Operations (the "Commencement Date"), shall be the date on which PPM is both given full, unhindered access to, and commences with excavations on, Wilgespruit for purposes of Mining Operations.

9.1.2.3 With effect from the Commencement Date and thereafter on each anniversary of the Commencement Date, the rental payment contemplated in clause 9.1.2.4 will be made by PPM until such time that a mine closure certificate has been issued by the DMRE in respect of the Mining Operations on Wilgespruit, provided PPM still enjoys unhindered access to Wilgespruit.

9.1.2.4 PPM shall pay to the Lesetlheng Community, annually in advance, a sum of R720 732.85 (seven hundred and twenty thousand seven hundred and thirty two Rand eighty five cents) (’’Surface Use Rental”), which Surface Use Rental shall be:

9.1.2.4.1 payable without deduction, set-off or withholding;

9.1.2.4.2 paid by PPM to the Trust, into the Trust’ bank account.

9.1.2.5 The Parties agree that the amount referred to in clause 9.1.2.4 shall escalate at the annualised rate of CPIX on the last day of the month of the Commencement Date.

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10. ACQUISITION OF ALTERNATIVE FARMING LAND AND DISPLACEMENT AND RE-ESTABLISHMENT COMPENSATION

10.1.1.1 PPM has identified a farm which can be utilised by the Lesetlheng Community as Alternative Farming Land. The Lesetlheng Community has indicated that they require different Alternative Farming Land.

10.1.1.2 PPM, IBMR, and the Lesetlheng Community agree that at the commencement of Mining Operations on Wilgespruit, the Lesetlheng Community will be required to relocate their Farming Activities for the duration of the Mining Operations. To that extent, the Lesetlheng Community undertakes to give PPM full and unhindered access to Wilgespruit.

10.1.1.3 The relocation will be facilitated by an agreed programme of relocation compiled by the Parties by 31 January 2020.

10.1.1.4 PPM agrees to compensate the Lesetlheng Community for the procurement of alternative farming land, to be registered in the name of the Trust or such other entity, which is wholly owned by the Trust, as may be determined by the Lesetlheng Community and PPM (the ’’Registered Owner"), which land can be utilised by the Lesetlheng Community for their farming activities ("Alternative Farming Land"), for purposes of which procurement, PPM agrees to contribute an amount not exceeding R 20 000 000.00 (twenty million Rand).

10.1.1.5 The Alternative Farming Land shall be acquired at the sole discretion of the Lesetlheng Community and shall be used in perpetuity by the Lesetlheng Community.

10.1.1.6 The Registered Owner shall not be entitled to dispose of the Alternative Farming Landunless a closure certificate in terms of the MPRDA has been issued or without the prior written consent of PPM.

10.1.1.7 Should the Lesetlheng Community in breach clause 9.1.3.6 dispose of the Alternative Farming Land, the Registered Owner shall be obliged to reimburse PPM the amount set out in clause 9.1.3.4 plus CPIX.

10.1.1.8 The Lesetlheng Community shall in writing, within a period of 90 days from the Effective Date, provide PPM with proposals of Alternative Farming Land which it intends to acquire.

10.1.1.9 In addition to the amounts set out herein, PPM shall pay to the Trust an amount of R20 000 000.00 (twenty million Rand) within 60 Business Days from the Effective Date, as a displacement and re-establishment allowance for the Lesetlheng Community, and provided that PPM has been granted full and unhindered access to Wilgespruit by the Lesetlheng Community to commence with the Mining Operations.

10.1.1.10 In the event that the proposed Alternative Land costs more than the amount indicated in clause 9.1.3.4, then the Trust shall consider and, if deemed fit, advance a portion of the amount contemplated in clause 9.1.3.9 to make up the difference. In the event that the Trust elects not to pay for the difference, then the Lesetlheng Community shall be required to propose Alternative Land, the cost of acquisition of which does not exceed the amount contemplated in clause 9.1.3.4.

10.1.1.11 Upon the Lesetlheng Community securing the Alternative Farming Land, or being relocated to another farm other than the Alternative Farming Land, the Trust shall, using the funds contemplated in clause 9.1.3.9 ensure that the following is procured in respect of the Alternative Farming Land:

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10.1.1.11.1 water supply;

10.1.1.11.2 the erection of small buildings (mokgoro) equivalent to those currently on Wilgespruit, which are being utilised by the livestock handlers;

10.1.1.11.3 erection of kraals of substantially similar nature as the ones at Wilgespruit;

10.1.1.11.4 relocation assistance (physical relocation of homesteads, belongings, livestock etc.);

10.1.1.11.5 fencing of grazing lands;

10.1.1.11.6 fencing of arable land;

10.1.1.11.7 grubbing of arable land; and

10.1.1.11.8 construction of firebreaks to prevent the spread of veld fires.

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10.1.2 ESTABLISHMENT OF THE LESETLHENG COMMUNITY ECONOMIC DEVELOPMENT TRUST

10.1.2.1 In addition to the amounts referred to in clauses 9.1.1, 9.1.2 and 9.1.3 above, PPM shall establish a local economic development trust (’’the Trust") on the following terms:

10.1.2.1.1 the founder of the Trust shall be PPM;

10.1.2.1.2 the beneficiaries of the Trust shall be the Lesetlheng Community;

10.1.2.1.3 the object of the Trust will be to receive the funds referred to in clause 9.1.4.2 below, for the purpose of promotteing the economic development of the Lesetlheng Community and to distribute such funds for the benefit of the beneficiaries of the Trust on such terms as the trustees, in their discretion, may determine;

10.1.2.1.4 the trustees of the Trust will be two persons nominated by the Lesetlheng Community and two persons nominated by PPM and one independent trustee nominated by both the Lesetlheng Community and PPM. At least 50% of the trustees shall be women.

10.1.2.2 PPM shall pay to the Trust a total amount of R15 000 000.00 (fifteen million Rand) ("Trust Amount"). PPM shall make payment of the Trust Amount to the Trust (into the bank account of the Trust) as set out below:

10.1.2.2.1 R5 000 000.00 (five million Rand) incentive payment shall be paid within 30 Business Days after PPM has been given full and unhindered access to the farm Wilgespruit by the Lesetlheng Community to commence with Mining Operations in respect of Wilgespruit provided that the Trust has been established and the founding trustees have been issued with the authority to act, pursuant to section 6 of the Trust Property Control Act 57 of 1988;

10.1.2.2.2 R10 000 000.00 (ten million Rand), shall be paid within 12 months of commencement of Mining Operations on Wilgespruit by PPM;

10.1.2.3 PPM’s obligation to make payments to the Trust in terms of this Agreement to the Trust will cease once the entire Trust Amount has been paid to the Trust. However, the Parties agree that should for any reason whatsoever PPM be prevented from conducting Mining Operations, PPM’s obligations in terms of this clause will cease with immediate effect. In this regard, PPM is entitled to repayment of, and reserves its rights to pursue legal action to claim, any monies it may have already paid in discharge of its obligations in terms of this Agreement.

10.2 SOCIAL AND LABOUR PLANS

10.2.1 PPM’s current Social and Labour Plan is due to expire on 31 December 2019.

10.2.2 PPM has allocated an amount of R9 million in respect of the Social and Labour Plan for PPM relating to mining on Wilgespruit, for the benefit of the Lesetlheng Community, for the first annual period of the 2020-2024 Social and Labour Plan cycle. The Parties agree that this amount will be revised on an annual basis subject to annual negotiations between the Parties over the term of the Social and Labour Plan.

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10.2.3 The Parties agree that PPM shall include in the draft Social and Labour Plan, which must be submitted to and approved by the DMRE, the following commitments in respect of the Lesetlheng Community, which, if approved by the DMRE, PPM will give effect to:

10.2.3.1 PREFERENTIAL EMPLOYMENT

10.2.3.1.1 Preference shall where possible, be given to employing members of the Lesetlheng Community in respect of Mining Operations undertaken on Wilgespruit.

10.2.3.1.2 To the extent that it is, in the sole assessment of PPM and/or IBMR economically viable to do so under the circumstances, taking into account all the relevant factors, 50% of the individuals to be employed in respect of Wilgespruit, shall be from the Lesetlheng Community.

10.2.3.1.3 PPM shall provide the Lesetlheng Community from time to time with PPM’s employment plan relating to the Mining Operations on Wilgespruit, so as to enable the Lesetlheng Community to keep itself informed with regard to PPM’s human resources needs in the short, medium and long term.

10.2.3.1.4 Such employment plan shall as far as possible indicate the number of employees required, the positions to be filled, the qualifications required and any other relevant information reasonably required in order to enable the Lesetlheng Community to identify suitable candidates from amongst the Lesetlheng Community, for consideration for employment by PPM.

10.2.3.2 PREFERENTIAL PROCUREMENT

10.2.3.2.1 The Lesetlheng Community shall establish an entity through which it conducts its procurement benefits as described in this Agreement ("Procurement Entity") and inform PPM in writing as to the identity, nature and structure of this entity.

10.2.3.2.2 PM shall endeavour to promote and actively develop business opportunities for the Lesetlheng Community in respect of the Mining Operations undertaken on Wilgespruit, and will transact only with the Procurement Entity in this regard. These opportunities will be specifically with regard to and consistent with:

9.2.3.2.2.1 the guidelines in the Mining Charter;

9.2.3.2.2.2 PPM requirements with regard to the approval of suppliers to it of goods or services or works required in the conduct of the Mining Operations on Wilgespruit;

9.2.3.2.2.3 the enabling of members of the Lesetlheng Community to enter into contracts relating to Mining Operations on Wilgespruit; and

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9.2.3.2.2.4 the investigation of complaints that might arise from the awarding or non-awarding of contracts to the members of the Lesetlheng Community.

10.2.3.2.3 In this regard PPM agrees that it will use its reasonable endeavours to ensure that, to the extent it is economically viable to do so under the circumstances and in PPMs sole assessment, taking into account all the relevant factors, including PPM’s procurement policy, 60% of the total procurement spend on goods and services in respect of the Mining Operations undertaken on Wilgespruit shall be allocated to members of the Lesetlheng Community, provided that PPM shall not be obliged to procure any goods or services as provided for in this clause if doing so will, in the opinion of PPM, be unreasonable or contrary to applicable law or if PPM assesses in its sole discretion that the goods or services offered do not meet the operational requirements as specified as well as the quality and price points acceptable to PPM.

10.2.3.2.4 The terms and conditions relating to the procurement benefit contemplated herein shall be specified in the procurement policy to be agreed with PPM. PPM undertakes to finalise the procurement policy by no later than 31 January 2020 or such other date as may be agreed to by agreement with the Lesetlheng Community.

10.2.3.3 SOCIO-ECONOMIC DEVELOPMENT AND EMPOWERMENT

10.2.3.3.1 PPM shall procure programmes that designed to promote the development and advancement of the members of the Lesetlheng Community are formulated and as far as practicably possible implemented by PPM. In this regard PPM shall ensure that:

9.2.3.3.1.1 60% of the community development initiatives implemented pursuant to the Mining Operations undertaken on Wilgespruit, shall be in favour of the Lesetlheng Community; and

9.2.3.3.1.2 50% of the bursaries, internships, learnerships and training established pursuant to Mining Operations on Wilgespruit, shall be in favour of members of the Lesetlheng Community.

10.3 THE LESETLHENG PROCUREMENT ENTITY

10.3.1 The Lesetlheng Community shall, by no later than 31 January 2020 or such other date as may be agreed to in writing between the Parties establish the Procurement Entity.

10.3.2 The Procurement Entity shall:

10.3.2.1 be the entity to which PPM communicates procurement opportunities in respect of Wilgespruit;

10.3.2.2 have as its members, every entrepreneur and owners of business entities from the Lesetlheng Community;

10.3.2.3 have an executive committee, appointed by the members of the entity;

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10.3.2.4 have a list of every entrepreneur and business entity belonging to the members of the Lesetlheng Community;

10.3.2.5 be responsible for communicating PPM’s procurement opportunities to its members;

10.3.2.6 have a memorandum of incorporation or constitution and a procurement policy document setting out how the functions of the Procurement Entity will be carried out.

11. UNDERTAKINGS IN RESPECT OF MINING OPERATIONS

11.1 REHABILITATION OF WILGESPRUIT

11.1.1 It is recorded that PPM intends to rehabilitate Wilgespruit for continued use as agricultural land once its Mining Operations cease.

11.1.2 The Mining Operations shall be regarded as having been completed upon the written confirmation by the DMRE to the effect that Wilgespruit has been rehabilitated and the issuance by the DMRE of a closure certificate in accordance with section 43 of the MPRDA (“Mining Operations Completion Date”).

11.1.3 Pursuant to the Mining Operations Completion Date, or the coming to an end of the Mining Right applicable to Wilgespruit, whichever shall come first, PPM shall no longer be required to make payment of the amount set out in clause 9.1.2.4 as it shall have ceased Mining Operations in respect of Wilgespruit.

11.1.4 To the extent that members of the Lesetlheng Community, whose Farming Activities have been relocated to Alternative Farming Land wish to relocate such Farming Activities to Wilgespruit after the Mining Operations Completion Date, the repatriation of those members’ Farming Activities to Wilgespruit will be discussed at that point between PPM, IBMR and the relevant members of the Lesetlheng Community.

11.2 CONSULTATION ON AMENDMENTS TO THE SOCIAL AND LABOUR PLAN

The Parties agree that the current Social and Labour Plan is coming to an end on 31 December 2019. PPM is in the process of drafting a new Social and Labour Plan for the 2020-2024 cycle. PPM undertakes to consult with the Lesetlheng Community in respect of the new Social and Labour Plan and in respect of future Social and Labour Plans. PPM further undertakes to consult with the Lesetlheng Community in respect of the formulation of a Social and Labour Plan specifically for Wilgespruit.

11.3 CONSULTATION ON AMENDMENTS TO ENVIRONMENTAL MANAGEMENT PROGRAMME REPORT

In so far as it impacts on the post mining use of Wilgespruit for agricultural purposes, should the Wilgespruit Environmental Management Programme report (“EMPr”) need to be amended in terms of any impending changes to environmental legislation, the Lesetlheng Community will be consulted with respect to the formulation and structuring of the EMPr.

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10.4 REZONING

10.4.1 The Parties agree that Wilgespruit shall be used by PPM to undertake the Mining Operations and activities incidental thereto, subject to all land use zoning approvals as may be required lawfully to undertake the Mining Operations and activities incidental thereto on Wilgespruit.

10.4.2 PPM shall apply promptly in terms of any applicable land use planning and/or other legislation relevant to the rezoning of Wilgespruit for the requisite rezoning of those portions of Wilgespruit on which the Mining Operations are intended to be undertaken or to commence.

10.4.3 It is agreed that, the Lesetlheng Community shall, if so required by PPM, apply promptly in terms of any applicable land use planning and/or other legislation relevant to the rezoning of Wilgespruit for the requisite rezoning of those portions of the properties on which the Mining Operations are intended to be undertaken or to commence, in order to enable Wilgespruit (or relevant portions thereof) to be used for such purposes.

10.4.4 PPM shall be responsible for the costs and expenses applicable to the preparation and submission of any rezoning applications and procuring the approvals contemplated in this clause.

10.4.5 PPM and the Lesetlheng Community shall take all steps necessary to facilitate and enable any necessary applications for the rezoning of Wilgespruit that may be required to enable the Mining Operations to be undertaken thereon in accordance with the provisions of the Mining Right.

10.4.6 The Lesetlheng Community undertakes to give all the assistance that may be required by PPM and/or IBMR in respect of the rezoning.

11. LESETLHENG COMMUNITY UNDERTAKING

The Lesetlheng Community undertakes not to sell, lease or otherwise dispose of their established rights to Wilgespruit whilst PPM is conducting Mining Operations on Wilgespruit.

12. LEGACY ISSUES

12.1 Legacy issues have been tabled by the LLC (see Appendix 2) during the negotiations contemplated in this Agreement. It has been established and agreed by the Parties that the legacy issues play no part in this particular Agreement.

12.2 The Lesetlheng Community reserves their right to pursue these issues in the future.

13. SCOPE OF THE AGREEMENT AND CONFLICT

13.1 The settlement set out herein, constitutes the full and final settlement by PPM and IBMR to the Lesetlheng Community, pertaining to loss of use of Wilgespruit, any other loss or damage alleged to be suffered by reason of the Mining Operations and, to the extent applicable, the loss of use of any land associated with the Mining Right.

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13.2 Should there be any conflict between the terms of this Agreement and the terms of any of the agreements to be concluded pursuant to this Agreement as referred to in clause 9, the terms of the latter agreements shall prevail.

14. ACKNOWLEDGEMENT BY THE LESETLHENG COMMUNITY

14.1 The Lesetlheng Community acknowledges PPM’s rights in terms of the Mining Right and the MPRDA and in particular, section 5 of the MPRDA, and undertakes to allow PPM to do all things necessary for the proper exercise of all of the rights it has been granted in terms of the Mining Right and the MPRDA.

14.2 Without derogating from the aforegoing, the Lesetlheng Community specifically acknowledges the contents of the Mining Right, Mining Work Programme and the Environmental Management Programme and the Social and Labour Plan and undertakes not to obstruct PPM in any way in accessing and utilising Wilgespruit to conduct the Mining Operations and activities incidental thereto and to carry out these programmes.

14.3 Furthermore, the Lesetlheng Community acknowledges that PPM’s Mining Operations will include open cast mining on Wilgespruit and undertakes not to interfere with PPM in it carrying out these activities.

14.4 PPM and the Lesetlheng Community agree and acknowledge that –

14.4.1 amounts to inter alia adequate, just and equitable compensation payable by PPM to the Lesetlheng Community for the conduct of PPM’s Mining Operations for any and all loss or damage which the Lesetlheng Community may suffer and for the purposes of section 54 of the MPRDA and that the Lesetlheng Community shall have no further claims for any loss or damage against PPM or IBMR as relates to the use of Wilgespruit by PPM and IBMR for mining purposes;

14.4.2 the conclusion of this Agreement and its implementation represent compliance by PPM and IBMR with all of their obligations in terms of section 54 of the MPRDA;

14.4.3 subject to compliance with their obligations in terms of this Agreement, PPM and/or IBMR may bring any legal proceedings necessary to secure full and unhindered access to Wilgespruit. without any further reference to section 54 of the MPRDA or the exhaustion of any further remedy provided for in law.

15. REGISTRATION AGAINST THE TITLE DEED

It is acknowledged that it is not necessary that this Agreement be notarially registered. However, it is agreed that PPM may in its sole discretion consider framing this Agreement as a notarial lease and seeking to have it registered against the title deed of Wilgespruit.

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16. STIPULATIO ALTERI IN FAVOUR OF THE LESETLHENG COMMUNITY

The Parties agree that the provisions of this Agreement that refer to the 13 Families comprise stipulations for the benefit of the 13 Families and that the 13 Families may accept and enforce such stipulations in their favour in the form set out in Appendix hereto.

17. STIPULATIO ALTERI IN FAVOUR OF THE TRUST

The Parties agree that the provisions of this Agreement that refer to the Trust comprise stipulations for the benefit of the Trust and that the Trust may accept and enforce such stipulations in their favour in the form set out in Appendix hereto. The Parties shall not amend the provisions of this Agreement without the prior written approval of the Trust.

18. WARRANTIES

18.1 Each of the Parties hereby represents and warrants to the other Party that:

18.1.1 it has all of the requisite capacity and authority to enter into this Agreement;

18.1.2 upon due execution, this Agreement will constitute a legal, valid and binding obligation enforceable in accordance with its terms, subject, as to enforcement, to insolvency and similar laws of general applicability relating to or affecting creditors’ rights and remedies generally; and

18.1.3 the execution, delivery and performance of this Agreement by it does not contravene its constitutional documents or any agreement or contract to which it is a party or by which it is bound; and

18.1.4 to the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance that may impair its ability to comply with all of its obligations in terms of this Agreement.

18.2 Each of the representations and warranties given by the Parties in terms of this clause 18 shall:

18.2.1 be a separate representation and warranty and will in no way be limited or restricted by inference from the terms of any other representation or warranty or by any other words in this Agreement;

18.2.2 continue and remain in force notwithstanding the completion of any or all the transactions contemplated in this Agreement; and

18.2.3 prima facie be deemed to be material and to be a material representation inducing the other Parties to enter into this Agreement.

18.3 Each of the Parties represents and warrants that it is unaware of any material facts or circumstances that have not been disclosed in this Agreement, which should be disclosed to the other Party in order to prevent the representations in this clause 18 or any other part of this Agreement from being materially misleading.

19. BREACH

If any Party commits a breach of this Agreement, and fails to remedy that breach within 14 days of written notice from the other Party calling on the Party in default to do so, then the Party giving notice may claim specific performance or damages or both, as the case may be, but shall not have a right of cancellation unless the breach is of a material provision of this Agreement and goes to the root of this Agreement.

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20. DISPUTE RESOLUTION

20.1 In the event of any dispute arising between the Parties in connection with or arising from this Agreement, or the subject matter of this Agreement, including, without limitation, the validity, implementation, execution, interpretation, rectification, breach, termination or cancellation of this Agreement (the "Dispute"), any one of the Parties shall invite the other Party in writing to a meeting, to be held within 14 days from the date of the written invitation, in an attempt to resolve the Dispute.

20.2 If the Dispute has not been resolved within 14 days of the date of the written invitation, the Dispute shall be resolved by arbitration. Any Party may submit a written request for arbitration to the Secretariat of the Arbitration Foundation of South Africa ("AFSA") in accordance with the Rules of Arbitration Foundation of Southern Africa - Commercial Arbitrations (the "Rules").

20.3 The arbitration proceedings shall be:

20.3.1 held in Johannesburg, South Africa or any other location as the Parties may agree upon, before a single arbitrator;

20.3.2 conducted in the English language and in accordance with the Rules, save as provided for herein; and

20.3.3 conducted as expeditiously as possible.

20.4 The Parties in dispute shall agree on the identity of the arbitrator, who shall be an attorney, advocate or retired judge or accountant on the panel of arbitrators of AFSA, within 10 days of a Party submitting a written request for arbitration to AFSA. Should the Parties fail to agree on the identity of the arbitrator within the 10 days of a Party submitting a written request for arbitration to AFSA, the arbitrator shall be nominated and appointed by the Secretariat of AFSA.

20.5 The request to AFSA to nominate an arbitrator shall be in writing setting out the claim in such detail as is required for pleadings and any counterclaim of which the Party to the Dispute concerned is aware and, if desired, suggesting suitable nominees for appointment, and a copy shall be furnished to the other Party to the Dispute who may, within 5 Business Days, submit written comments on the request to the addresser of the request.

20.6 Pending the arbitrator’s award of costs, each Party to the Dispute shall contribute towards the arbitrator’s fees and charges, as well as the costs of the venue, recording and transcription cost, in equal proportions.

20.7 Subject to clause 20.8 the Parties irrevocably agree that the decision in these arbitration proceedings, shall, save for manifest error or fraud:

20.7.1 be final on them;

20.7.2 be carried into effect; and

20.7.3 may be made an order of any Court of competent jurisdiction.

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20.8 The decision resulting from such arbitration shall be subject to a right of appeal to a panel of 3 arbitrators in accordance with the Rules, alternatively right of appeal to the High Court. The outcome of the appeal shall, save for manifest error or fraud, be final and binding upon the Parties to the Dispute, be carried into effect and may be made an order of any court of competent jurisdiction.

20.9 Nothing herein contained shall be deemed to prevent or prohibit any Party from applying to any Court of competent jurisdiction for urgent relief or summary judgment in respect of a liquidated claim.

20.10 Any arbitration in terms of this clause (including any appeal proceedings) shall be conducted “in camera” and the Parties shall treat as confidential and not disclose to any third party details of the Dispute submitted to arbitration, the conduct of the arbitration proceedings or the outcome of the arbitration.

20.11 The Parties agree that the Dispute shall be deemed to be subjected to arbitration on the date of the submission by a Party of the written request for arbitration to the Secretariat of AFSA for purposes of interrupting prescription as provided for in section 13(1)(f) of the Prescription Act, 68 of 1969 (as amended).

20.12 The provisions of this clause shall continue to be binding on the Parties notwithstanding any termination or cancellation of this Agreement.

21. AGREEMENT BINDING ON SUCCESSORS IN TITLE

This Agreement shall be binding on PPM and IBMR’s successors-in-title.

22. GOVERNING LAW

This Agreement shall be governed by and in accordance with the laws of the Republic of South Africa.

23. COSTS

Each of the Parties shall pay their own costs incurred by them with their attorneys in respect of and incidental to the negotiation, discussion and implementation of this Agreement.

24. NOTICES AND LEGAL PROCESS

24.1 Each Party chooses this address for all purposes under this Agreement ("Chosen Address"), whether for serving court process or documents, giving any notice, or making any other communications of whatsoever nature and for whatsoever purpose under this Agreement:

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Pilanesberg Platinum Mines Proprietary Limited

Address:	[***]
Email:	[***]
Attention	[***]
Itereleng Bakgatla Minerals Resources Proprietary Limited
Address:
Address:	[***]
Email:	[***]
Attention:	[***]
Lesetlheng Community
Address:	[***]
Email:	[***]
Attention:

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Copy To:

Name:

Address:

Email:

Attention:

24.2 Any notice required or permitted under this Agreement is valid only if in writing.

24.3 Any Party may by notice to the other Parties change its Chosen Address to another physical address in the Republic of South Africa and that change takes effect on the seventh day after the date of receipt by the Party who last receives the notice.

24.4 Any notice delivered by hand or electronic mail to the Chosen Address of a Party before 17h00 is deemed to have been received on the date of delivery.

24.5 Despite anything to the contrary in this Agreement, a written notice actually received by a Party, including a notice sent by telefax and electronic mail, is an adequate notice to it even though not sent or delivered to its Chosen Address.

25. INTERPRETATION

25.1 Clause and paragraph headings are for purposes of reference only and shall not be used in interpretation.

25.2 Unless the context clearly indicates a contrary intention, any word connoting:

25.2.1 any gender includes the other two genders;

25.2.2 the singular includes the plural and vice versa;

25.2.3 natural persons includes juristic and artificial persons and vice versa;

25.2.4 insolvency includes provisional or final sequestration, liquidation or business rescue.

25.3 A reference to days (as opposed to Business Days) shall mean calendar days.

25.4 A reference to a Business Day shall mean any day other than a Saturday, Sunday, or public holiday in the Republic of South Africa.

25.5 When any number of days, or Business Days, is prescribed, such number shall exclude the first and include the last, unless, in the case of days, the last day falls on a Saturday, Sunday, or a public holiday in the Republic of South Africa, in which case the last day shall be the next succeeding Business Day.

Page 22 of 39

25.6 A reference to an enactment is a reference to that enactment as at the date of signature of this Agreement (being the date of the last signature to this Agreement) and as amended or re-enacted from time to time.

25.7 The rule of interpretation that a written agreement shall be interpreted against the party responsible for the drafting or preparation of that agreement shall not apply.

25.8 If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of the Agreement.

25.9 The eiusdem generis rule shall not apply and accordingly, whenever a provision is followed by the word "including” and specific examples, such examples shall not be construed so as to limit the ambit of the provision concerned.

25.10 Where any term is defined within the context of any particular clause in this Agreement, then, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, the term so defined shall bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that that term has not been defined in the definition clause.

26. GENERAL AND MISCELLANEOUS

26.1 Sole record of agreement

This Agreement constitutes the sole record of the agreement between the Parties with regard to the subject matter hereof. No Party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein.

26.2 Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which shall be deemed to constitute the same Agreement.

26.3 No amendments except in writing

No addition to, variation or agreed cancellation of, or waiver of any right under this Agreement shall be of any force or effect unless recorded in writing and signed in manuscript by or on behalf of the Parties, and no form of electronic signature or electronic communication or exchange shall constitute compliance with this requirement.

26.4 Waivers

No relaxation or indulgence which any Party may grant to any other shall constitute a waiver of the rights of that Party and shall not preclude that Party from exercising any rights which may have arisen in the past or which might arise in future.

Page 23 of 39

26.5 Survival of obligations

Any provision of this Agreement which contemplates performance or observance subsequent to any termination or expiration of this Agreement shall survive any termination or expiration of this Agreement and continue in full force and effect.

26.6 Approvals and consents

An approval or consent given by a Party under this Agreement shall only be valid if in writing and shall not relieve the other Party or Parties from responsibility for complying with the requirements of this Agreement nor shall it be construed as a waiver of any rights under this Agreement except as and to the extent otherwise expressly provided in such approval or consent, or elsewhere in this Agreement.

Page 24 of 39

Counterpart signatory

Signed at KWA MARITANE on 30^th NOVEMBER 2019

Pilanesberg Platinum Mines Proprietary Limited

/s/ [ILLEGIBLE]

Who warrants authority

Counterpart signatory

Signed at KWA MARITANE on 30^th NOVEMBER 2019

Itereleng Bakgatla Minerals Resources Proprietary Limited

/s/ [ILLEGIBLE]

Who warrants authority

Counterpart signatory

Page 25 of 39

Counterpart signatory

Signed at KWA MARITANE on 30^th NOVEMBER 2020

For and on behalf of:

/s/ MPULE DAVID PHETO

Name: MPULE DAVID PHETO

Capacity: CHAIRPERSON LESETLHENG LAND COMMITTEE

Who warrants authority

Signed at KWA MARITANE on 30^th NOVEMBER 2020

For and on behalf of:

/s/ Grace Maledu MotlaTsi Pheto ML

Name: Grace Maledu MotlaTsi Pheto ML

Capacity: LLC 

Who warrants authority

Counterpart signatory

Signed at KWA MARITANE on 30^th NOVEMBER 2020

For and on behalf of:

/s/ Grace Maledu

Name: Grace Maledu

Capacity: LLC 

Who warrants authority 

Page 26 of 39

Signed at KWA MARITANE on 30^th NOVEMBER 2020

For and on behalf of:

/s/ TUMECO JUSTICE PECOAKGOSI

Name: TUMECO JUSTICE PECOAKGOSI

Capacity: LLC  

Who warrants authority

Signed at KWA MARITANE on 30^th NOVEMBER 2020

For and on behalf of:

/s/ SEFORE ERNEST MOKWATE  

Name: SEFORE ERNEST MOKWATE  

Capacity:LLC 

Who warrants authority

Signed at KWA MARITANE on 30^th NOVEMBER 2020

For and on behalf of:

/s/ ELIA PHERO RASEPAE

Name: ELIA PHERO RASEPAE

Capacity: LLC 

Who warrants authority 

Counterpart signatory

Signed at KWA MARITANE on 30^th NOVEMBER 2020

For and on behalf of:  

/s/ Sephedi Rasepae 

Name: Sephedi Rasepae 

Capacity: LLC 

Who warrants authority

Page 27 of 39

Signed at                    on                   2019

For and on behalf of:

______________________________________ 

Name: 

Capacity: 

Who warrants authority

Counterpart signatory

Signed at                    on                   2019

For and on behalf of:

______________________________________ 

Name: 

Capacity: 

Who warrants authority  

Signed at                    on                   2019

For and on behalf of:

______________________________________ 

Name: 

Capacity: 

Who warrants authority

Signed at                    on                   2019

For and on behalf of:

______________________________________ 

Name: 

Capacity: 

Who warrants authority

Page 28 of 39

Signed at                    on                   2019

For and on behalf of:

______________________________________ 

Name: 

Capacity: 

Who warrants authority  

Counterpart signatory

Signed at                    on                   2019

For and on behalf of:

______________________________________ 

Name: 

Capacity: 

Who warrants authority

Signed at                    on                   2019

For and on behalf of:

______________________________________ 

Name: 

Capacity: 

Who warrants authority 

Signed at                    on                   2019

For and on behalf of: 

______________________________________ 

Name: 

Capacity: 

Who warrants authority

Page 29 of 39

Signed at                    on                   2019

For and on behalf of:

______________________________________ 

Name: 

Capacity: 

Who warrants authority

Page 30 of 39

Appendix 1

Lesetlheng Families (Descendants of the Original 13 Wilgespruit Occupiers)

1. [***]

2. [***]

3. [***]

4. [***]

5. [***]

6. [***]

7. [***]

8. [***]

9. [***]

10. [***]

11. [***]

12. [***]

13. [***]

Page 31 of 39

Appendix 2

Dear Lucas

Request for disclosure of information* In re Wilgespruit 2 JQ

1. We act for the Lesetlheng Land Committee.

2. We refer to our client’s previous request for disclosure of information and documents. Our clients had omitted in that list to include the documents mentioned below:

2.1            Shareholders Agreement for PPM;

2.2            Bagatla Ba Kgafela Traditional Authority company registration documents;

2.3            Details about the graves that were removed from the East pit; and

2.4            List of minority shareholders of Sedibelo Platinum Mine.

3.            We look forward to receiving these together with the other documents.

Yours faithfully

WEBBER WENTZEL

[***]

Partner

Direct tel[***]

Direct fax: [***]

Email: [***]

Page 32 of 39

Appendix 2

 

1.0 Itereleng Bakgatla Mineral Resources (Pty) Ltd

1.1 Who registered the company called Itereleng Bakgatla Mineral Resources (Pty) Ltd?

1.2	When was it registered?
1.3	Who were the shareholder's in IBMR (Pty) Ltd when it was registered?
1.4	Who were the founding directors of IBMR (Pty) Ltd?
1.5	Who are the current directors of IBMR (Pty) Ltd?
1.6	Why was IBMR registered?
1.7	Which mineral rights were held by IBMR (Pty) Ltd since its registration to date?
1.8	Copies of certificates of all mineral rights held by IBMR (Pty) Ltd are requested.
1.9	Is IBMR (Pty) Ltd still a registered company?
1.10	If Yes, who are the current shareholder's in IBMR (Pty) Ltd?

2.0 The mineral rights in the farm Wilgespruit

2.1 When were the mineral rights in Wilgespruit first registered?

2.2	Who applied to register the mineral rights over Wilgespruit?
2.3	Why was Selaelo Investments paid R20 million to expedite the granting of the mining rights over Wilgespruit?
2.4	A copy of the certificate of each of the holders of mineral rights over Wilgespruit from date of registration of the mining right to the present is requested ?

3.0 2007/ 2008 -The Bakgafla -Pallinghurst Joint Venture over Sedibeio Mine

3.1 On 31 May 2008, a shareholder's agreement was signed between Pallinghurst Investment Consortium and Itereleng Bakgatla Mineral Resources IBMR (Pty) Ltd to form a joint venture to develop Sedibelo West. IBMR (Pty) Ltd held a 49.9 % share and Pallinghurst 50.1% Kgosi Pilane signed over the Bakgatla's mineral rights to the joint venture.

3.2	Was money exchanged for the mineral rights contributed by IBMR (Pty) Ltd to the joint venture?
3.3	If money was paid for the mineral rights, who did Pallinghurst Ltd pay the money to?
3.4	What amount was paid by Pallinghurst LTD?
3.5	Did money for the mineral rights go to the Bakgatla Tribal Council?
3.6	Proof of the payment and the account to which it was deposited is requested?
3.7	Was any due diligence conducted in relation to whether the tribal council was acting in the best interests of the Bakgatla tribe? A copy of the due diligence report is requested?
3.8	How were the interests of the community taken into account when forming the joint venture?
3.9	Did Kgosi Pilane put up a resolution from the Bakgatla community consenting to the sale of the mineral rights on Wilgespruit? A copy of such a resolution is requested.
3.10	What profits have been paid to IBMR (Pty) Ltd from 2008 to date as a partner in the joint venture over Sedibelo West?

4.0 Pallinghurst Consortium and IBMR (Pty) Ltd takeover of Pilanesberg Platinum Mine in 2010

4.1 What amount did the Pallinghurst Consortium and IBMR (Pty) Ltd pay Barrick Gold in 2010 for purchase of PPM?

4.2	What portion of this debt was for the account of IBMR (Pty) Ltd?
4.3	What profits have been paid to IBMR (Pty) Ltd from 2010 to date as a partner in the joint venture over PPM?

Page 33 of 39

5.0 IBMR'S Abandonment Of Mineral Rights

5.1	Why did Pallinghurst want control of IBMR's 49.9% in Sedibelo West?
5.2	Confirm if R 99.8 million was paid by Pallinghurst for the purchase of IBMR 49.9% interest in Sedibelo West.
5.3	Who was the 99.8 million paid to?
5.4	The name of the account holder and account details into which deposit was made is requested?
5.5	Proof of the deposit into the account holder's name is requested.
5.6	Confirm if IBMR (Pty) Ltd sold its 50.1% interest to Orkid.
5.7	Who are the shareholders of Orkid?
5.8	To who was payment made for the sale of the BBK's 50.1 % interest to Orkid
5.9	The name of the account holder and account details into which deposit was made by Orkid is requested?
5.10	Proof of the deposit by Orkid into the account holder's name is requested.6.

6.0 The 2011 encroachment by PPM into the Western Portion of Wilgespruit

6.1	In 2011, Pilanesberg Platinum expanded its operations to the Sedibelo West properties, specifically the Western portion of the farm Wilgespruit.
6.2	On 23 March 2011, Platmin announced the acquisition of the Sedibelo PGM project concession from BBK and IBMR (Pty) ltd for a total purchase consideration of USD 82 million. During 2012 the requisite approval from the Department of Mineral Resources to incorporate the Sedibelo West area info PPM mining area was obtained to complete the transaction.
6.3	Who gave Sedibelo West permission to enter the Western portion of Wilgespruit?
6.4	A copy of all legal documents granting permission are requested?
6.5	Was any due diligence conducted in relation to whether the tribal council was acting in the best interests of the Bakgatla tribe? A copy of the due diligence report is requested?
6.6	How were the interests of the 13 kgoro occupiers taken into account when contemplating this expansion in Wilgespruit?
6.7	Did Kgosi Pilane put up a resolution from the Bakgatla community consenting to the access rights to the farm Wilgespruit? A copy of such a resolution is requested.
6.8	Press reports indicate that PPM paid BBK USD 82million for the encroachment into Wilgespruit. Who was the USD 82m paid to?
6.9	The name of the account holder and account details into which deposit was made by PPM is requested?
6.10	Proof of the deposit by PPM into the account holder's name is requested.
6.11	Why was kgosi Pilane appointed to the board of Platmin on 26 May 2011?

Page 34 of 39

Appendix 3

TO: Pilanesberg Platinum Mines (Pty) Ltd

AND TO: Lesetlheng Community

AND TO: Itereleng Bakgatla Minerals Resources (Pty) Ltd

DATE: [●]

Dear Sirs

STIPULATIONS FOR THE BENEFIT OF THE LESETLHENG COMMUNITY

1. We refer to the agreement entitled “Settlement Agreement” entered into on [●] between Pilanesberg Platinum Mines (Pty) Ltd, Itereleng Bakgatla Minerals Resources (Pty) Ltd and the Lesetlheng Community, in respect of access to the farm Wilgespruit No. 2, Registration Division J.Q., North West Province, magisterial district of Mankwe, measuring 2969,6863 hectares, held under deed of transfer No. T1230/1919BP (the "Settlement Agreement").

2. Terms used but not otherwise defined herein shall, unless the context otherwise requires, have the meanings given to them in the Settlement Agreement.

3. In terms of the Settlement Agreement, the Parties grant certain stipulatio alteri (the "Stipulations") in favour of the 13 Families (as defined in the Settlement Agreement), which may be accepted by the 13 Families at any time on written notice to the Parties.

4. The [●] [Insert name of the clan] family, being one of the 13 Families, hereby accepts the benefit of the Stipulations and gives notice as required by the Settlement Agreement of such acceptance.

5. This letter shall be governed by the laws of South Africa and shall be effective on the date of this letter reflected above.

6. Kindly acknowledge receipt of this letter by signing in the space provided for below.

Yours faithfully

Name:

For and behalf of the [●] [Insert name of the clan] family

Authorised and warranting authority

Authorised and warranting authority

Page 35 of 39

Appendix 3

Received on this the ______ day of _________________________ 20 ____

For and on behalf of:

Pilanesberg Platinum Mines (Pty) Ltd

Received on this the ______ day of _________________________ 20 ____

For and on behalf of:

Itireleng Bakgatla Minerals Resources (Pty) Ltd

Received on this the ______ day of _________________________ 20 ____

For and on behalf of:

The Lesetlheng Community

Page 36 of 39

Appendix 4

TO: Pilanesberg Platinum Mines (Pty) Ltd

AND TO: Lesetlheng Community

AND TO: Itereleng Bakgatla Minerals Resources (Pty) Ltd

DATE: [●]

Dear Sirs

STIPULATIONS FOR THE BENEFIT OF THE LESETLHENG COMMUNITY ECONOMIC DEVELOPMENT TRUST (ESTABLISHED IN TERMS OF CLAUSE OF THE SETTLEMENT AGREEMENT BETWEEN PILANESBERG PLATINUM MINES (PTY) LTD AND THE LESETLHENG COMMUNITY)

1. We refer to the agreement entitled “Settlement Agreement” entered into on [●] between Pilanesberg Platinum Mines (Pty) Ltd ("PPM"), Itereleng Bakgatla Minerals Resources (Pty) Ltd and the Lesetlheng Community, in respect of access to the farm Wilgespruit No. 2, Registration Division J.Q., North West Province, magisterial district of Mankwe, measuring 2969,6863 hectares, held under deed of transfer No. T1230/1919BP (the "Settlement Agreement").

2. Terms used but not otherwise defined herein shall, unless the context otherwise requires, have the meanings given to them in the Settlement Agreement.

3. The Settlement Agreement:

3.1 contemplates the establishment of a local economic development trust (the "Trust"), which is entitled to certain benefits under the Settlement Agreement;

3.2 grants certain stipulatio alteri (the "Stipulations") in favour of the Trust, which may be accepted by the Trust upon the establishment thereof.

4. The [●] Trust was established by PPM for the benefit of the Lesetlheng Community pursuant to the Settlement Agreement and hereby accepts the benefit of the Stipulations and gives notice as required by the Settlement Agreement of such acceptance. A copy of the letters of authority issued by the Master of the High Court in respect of the Trust is attached hereto for ease of reference.

5. This letter shall be governed by the laws of South Africa and shall be effective on the date of this letter reflected above.

6. Kindly acknowledge receipt of this letter by signing in the space provided for below.

Yours faithfully

Page 37 of 39

Appendix 4

Name:

For and on behalf of the [●] Trust

Authorised and warranting authority

Page 38 of 39

Appendix 4

Received on this the ______ day of _________________________ 20 ____

For and on behalf of:

Pilanesberg Platinum Mines (Pty) Ltd

Received on this the ______ day of _________________________ 20 ____

For and on behalf of:

Itireleng Bakgatla Minerals Resources (Pty) Ltd

Received on this the ______ day of _________________________ 20 ____

For and on behalf of:

The Lesetlheng Community

Page 39 of 39

EXECUTION COPY

REINSTATEMENT AND FIRST ADDENDUM TO THE

SETTLEMENT AGREEMENT

between

PILANESBERG PLATINUM MINES PROPRIETARY LIMITED (“PPM”)

and

ITERELENG BAKGATLA MINERALS RESOURCES PROPRIETARY
LIMITED (“IBMR”)

and

LESETLHENG COMMUNITY

and

LESETLHENG LAND COMMITTEE (“LLC”)
and

LAWYERS FOR HUMAN RIGHTS’ CLIENTS
(“LHR CLIENTS”)

1

1.            DEFINITIONS

For purposes of this Addendum, the following words shall, unless otherwise stated or inconsistent with the context in which they appear, bear the following meanings:

1.1 13 Clans - means the direct descendants of the 13 families whose names are set out in Appendix 1 of the Settlement Agreement and Appendix 1 hereto, whose members shall be verified through the Social Survey;

1.2 Addendum - this deed of amendment to the Settlement Agreement and any annexures hereto;

1.3 Compensation - means payment by PPM and IBMR of the Compensation Amount for access rights to Wilgespruit;

1.4            Compensation Amount - means the aggregate of the following:

1.4.1           Retrospective Rental referred to in clause 9.1.1.2;

1.4.2           Surface Use Rental referred to in clause 9.1.2.4;

1.4.3 R20 million for the purchase of the Alternative Farming Land referred to in clause 9.1.3.4;

1.4.4	R20 million for displacement and reestablishment allowance referred to in clause 9.1.3.9;
1.4.5	R15 million incentive payment referred to in clause 9.1.4.2.

1.5 Escrow Agreement - the agreement to be entered into between PPM, IBMR, the LLC and LHR Clients and PPM’s attorneys;

1.6	Escrow Agreement Parties - means the following, whom alongside PPM and IBMR, shall be the co-signatories authorising the release of the Compensation Amount by the escrow agent in terms of the Escrow Agreement:
1.6.1	the LHR Clients;
1.6.2	the LLC;

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1.6.3 any other legitimate interest groups who have mandates from members of the 13 Clans as recognized in the Social Survey;

1.7 IBMR - Itereleng Bakgatla Minerals Resources Proprietary Limited, a private company incorporated in accordance with the laws of the Republic of South Africa, with registration number 2003/003721/07;

1.8 Lesetlheng Community - means the members of Lesetlheng community who constitute a community as contemplated in section 1 of IPILRA, whose members include certain of the descendants of the 13 Clans and who were the original occupiers of Wilgespruit as confirmed in the Constitutional Court ruling dated 25 October 2018, in the matter of Maledu and Others v Itereleng Bakgatla Minerals Resources (Pty) Limited and Another and also refers to the wider community;

1.9 LHR Clients - means certain members of the [***], [***] and [***] clans, who are currently represented by LHR in the negotiation of this Agreement, whose names appear more fully from their mandate given to LHR, attached hereto as Appendix 3 to the Addendum."

1.10 LLC - the Lesetlheng Land Committee, which was formed to represent the majority of the members of the 13 Clans in the negotiations with PPM and IBMR, and consequently negotiated the terms of the Settlement Agreement;

1.11 Parties - the signatories to the Settlement Agreement and to this Addendum and “Party” refers to any one of the Parties as the context may require;

1.12 PPM - Pilanesberg Platinum Mines Proprietary Limited, a private company incorporated in accordance with the laws of the Republic of South Africa, with registration number 2002/015572/07;

1.13 Settlement Agreement - the agreement titled “Settlement Agreement’ entered into between PPM, IBMR, and the Lesetlheng Community, signed by PPM, IBMR and the LLC on 30 November 2019 and to be signed by the LHR Clients on conclusion of this Addendum.

3

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1.14 Social Survey - the survey to be conducted (i) by a private entity to be appointed by PPM, (ii) to amongst others, identify and verify the individuals making up the 13 Clans in accordance with the terms agreed to with PPM and the terms set out in Appendix 5 to the Addendum, for the purposes of ensuring that the benefits of this Agreement are distributed to and accrue to the correct individuals of each of the 13 Clans;

2.            BASIS OF THE ADDENDUM

WHEREAS the LLC was initially mandated by the Lesetlheng Community at a community meeting held on 22 April 2019 during which time they were represented by Lawyers for Human Rights (herein referred to as "LHR") to represent the Lesetlheng Community in negotiations with IBMR and PPM;

and

WHEREAS certain members of the [***], [***] and [***]- [***] clans mandated LHR to represent them in the negotiations with IBMR and PPM;

and

WHEREAS the LLC based on the aforesaid mandate which is attached hereto as Appendix 2, entered into negotiations with PPM which culminated in the Settlement Agreement signed by duly authorised members of the LLC and PPM on 30 November 2019;

and

WHEREAS the LHR Clients were not signatories to the Settlement

Agreement;

and

4

EXECUTION COPY

WHEREAS PPM independently and of its own will conducted negotiations with the LLC, simultaneously conducted negotiations with the LHR Clients with effect from July 2019;

and

WHEREAS PPM, IBMR and the LLC are parties to the Settlement Agreement. The Settlement Agreement provides for the conditions precedent contained therein to be fulfilled on or before 31 March 2020 (the "Fulfilment Date") or such other date as may be agreed in writing by PPM. The said conditions precedent were not fulfilled by 31 March 2020, resulting in the Parties wishing to reinstate and amend the Settlement Agreement as set forth herein;

and

WHEREAS the amount offered by PPM to the 13 Clans as Compensation for access rights to Wilgespruit and for any loss or damage suffered or likely to be suffered as a result of the mining operations on Wilgespruit has been agreed to between PPM and the 13 Clans and is as set out in the Settlement Agreement and remains unchanged;

and

WHEREAS the Parties have different interpretations of certain clauses in the Settlement Agreement, it is appropriate in this Addendum to provide for a conflict resolution mechanism to address these differences should this become necessary;

and

5

EXECUTION COPY

WHEREAS the Escrow Agreement details more fully the conditions precedent for the payment of the Compensation Amount.

WHEREFORE the Parties therefore wish to amend and supplement certain provisions of the Settlement Agreement as set out in this Addendum and wish to reduce this variation to the Settlement Agreement to writing.

WHEREFORE the Parties hereby enter into this Addendum, which Addendum shall be read together with the Settlement Agreement and Appendices thereto; as amended herein, constitute the whole, full and final agreement between the Parties.

NOW THEREFORE the Parties agree to amend the Settlement Agreement as follows:

3.            REINSTATEMENT OF THE SETTLEMENT AGREEMENT

The Parties agree that the Settlement Agreement be and is hereby reinstated retrospectively from 31 March 2020 on the same terms and subject to the same conditions as those set out therein, and subject to the various amendments as set out in this Addendum below. This Addendum should be read together with the Settlement Agreement and in case of a conflict between the terms of this Addendum and the Settlement Agreement, the terms of the Addendum shall supersede the terms of the Settlement Agreement.

4.            CONDITIONS PRECEDENT

The Parties agree that the Fulfilment Date of the Conditions Precedent contained in clause 6.2 of the Settlement Agreement be and is hereby amended from "31 March 2020" to 30 June 2020 or such other date as may be agreed to between the Parties.

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EXECUTION COPY

5.             INTERPRETATION TO BE GIVEN TO THE TERM LESETLHENG COMMUNITY AND THE 13 CLANS

5.1 For purposes of the Compensation Amount, the words “Lesetlheng Community” and “73 Clans" have a specific meaning in the Settlement Agreement and Addendum.

5.2 The compensation contemplated in the Settlement Agreement and in this Addendum consists of two parts and shall mean the following:

5.2.1 the aggregate Compensation Amount shall be for the exclusive benefit of the 13 Clans in exchange for unhindered access to Wilgespruit; and

5.2.2 all other forms of social benefit associated with this agreement, including but not limited to, the bespoke employment opportunities set aside for the Lesetlheng Community; procurement opportunities allocated specifically for the Lesetlheng Community; consultation on and benefit from the Wilgespruit Social and Labour Plan; and other possible potential projects, such as the post-mining rehabilitation of Wilgespruit 2JQ property will be afforded to the wider Lesetlheng Community.

5.3 PPM and IBMR commit to engage with the Parties in order to develop a fair and transparent Social and Labour Plan and a Procurement model, which include a Procurement Entity.

6.            AMENDMENT OF DATES IN THE AGREEMENT

6.1            It is recorded that certain of the dates reflected in the Agreement have lapsed, accordingly, the following dates are amended as follows:

6.1.1            clause 8.2, the date for which access to Wilgespruit shall be granted is amended from 1 January 2020, to 30 June 2020;

6.1.2            clause 9.1.1.2, 28 February 2020, is amended to the date as determined by the Escrow Agreement;

6.1.3            clause 9.1.3.3, the date for the compilation of the relocation plan is amended from 31 January 2020, to 31 July 2020;

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EXECUTION COPY

6.1.4 clause 9.2.3.2.4, the date for the finalization of the procurement policy is amended from 31 January 2020 to 31 July 2020 or such other date as may be agreed to by agreement in writing between the Parties;

6.1.5 clause 9.3.1, the date for establishment of the Procurement Entity is amended from 31 January 2020 to 31 July 2020, or such other date as may be agreed to in writing between the Parties.

7.            SUPPLEMENTARY CLAUSES TO THE SETTLEMENT AGREEMENT

7.1 The Parties agree to supplement the Settlement Agreement with the following clauses:-

7.1.1            Clause 18A - Appointment of an Entity to Conduct the Social Survey;

7.1.2            Clause 18B - Conflict Resolution Mechanism;

7.1.3            Clause 18C - Commencement of Mining;

7.1.4 Clause 18D - Relocation of farmers currently occupying the Mining Area.

8.             AD CLAUSE 18A - APPOINTMENT OF ENTITY TO CONDUCT THE SOCIAL SURVEY

18A.1.    At the date of signature of this Addendum by the last Party to do so (the "Signature Date"), the representatives of the Lesetlheng Community and the 13 Clans in relation to the Settlement Agreement have communicated the Settlement Agreement to members of the Lesetlheng Community and the 13 Clans.

18A.2.    PPM requires certainty that the beneficiaries to whom the Compensation will in due course be paid are the legitimate members of the 13 Clans.

18A.3.   The Parties agree that verification by an independent survey company is necessary to establish who constitute the legitimate beneficiaries of each of the 13 Clans.

8

EXECUTION COPY

18A.4. PPM shall, within 10 Business Days of the Signature Date, appoint a company to undertake the Social Survey (the "Survey Company"), with a view to:

18A.4.1. identify and verify the direct descendants of each of the 13 Clans;

18A.4.2.ascertain the correct membership and constitution of the 13 Clans;

18A.4.3 ensure that the benefits of this Agreement and more specifically, the Compensation Amount is distributed to and accrues to the correct beneficiaries of the 13 Clans.

18A.5.   The Survey Company shall simultaneously be appointed by PPM to conduct a socio-economic survey of the entire Lesetlheng Community.

18A.6.   The Survey Company shall use the guidelines set out in Appendix 4 to the Addendum to determine who qualifies for inclusion in a family tree of each of the 13 Clans.

18A.7.   The Survey Company shall follow the procedure set out in Appendix 5 to the Addendum to determine the beneficiaries within each of the 13 Clans.

9.            AD CLAUSE 18B - CONFLICT RESOLUTION MECHANISM

18B.1.   The Parties agree that, save in respect of PPM and IBMR's entitlement to appoint trustees to any Trust that may be formed pursuant to this Agreement and in respect of its entitlement to withhold the funds in the event that it is not granted unhindered access to Wilgespruit in accordance with the terms of this Agreement, PPM will have no discretion, interest or influence in the distribution of the proceeds of the Compensation awarded by PPM to the 13 Clans pursuant to this Agreement.

18B.2.   The LLC and LHR Clients have different interpretations concerning:

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EXECUTION COPY

18B.2.1 the ownership of Wilgespruit and the legal regime that ought to determine the decision-making process relating to the distribution of the Compensation Amount; and

18B.2.2 how the Compensation Amount should be distributed among the 13 Clans.

18B.3 The Parties agree that this dispute will be resolved through arbitration.

18B.4 In order to assist the relevant parties resolve the dispute, PPM has agreed to pay for the costs of arbitration up to an amount of R1 000 000 (one million Rand).In the event of the dispute being referred to arbitration, 40% will be allocated to the arbitrator and 60% to the legal representatives of the other parties. The latter shall be allocated equally to the legal representatives of the disputing parties. Any costs above the aforementioned amount shall be borne by the parties participating in such arbitration proceedings.

18B.5 The Parties agree that pending the outcome of the arbitration the Compensation Amount will be held in an escrow account, to be administered by PPM’s attorneys and to be released pursuant to an instruction signed by amongst others, the Escrow Agreement Parties.

18B.6 The Compensation Amount will be paid into the Escrow Account within 30 days of PPM being granted unhindered access to Wilgespruit.

18B.7 Upon finalisation of the arbitration referred to in clause 18B.3, and subject to the provisions of the Escrow Agreement, the Settlement Agreement and this Addendum, the Escrow Agreement Parties, PPM and IBMR shall jointly instruct the escrow agent to make payment of the Compensation Amount in such proportions and to such persons as the Arbitrator has determined to be due. Such instruction shall comply \ terms of the Escrow Agreement.

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EXECUTION COPY

10. AD CLAUSE 18C - COMMENCEMENT OF MINING OPERATIONS

PPM wishes to commence with mining operations by no later than on 30 June 2020 ("Mining Commencement Date"); and accordingly requires unhindered access to Wilgespruit. The Parties agree that the commencement of mining will be dictated by the pragmatic conditions, in particular, the lifting of Covid-19 lockdown restrictions.

11. Ad Clause 18D - Relocation of farmers currently occupying the Mining Area

18D.1 In order for PPM to commence with Mining Operations on Wilgespruit on the Mining Commencement Date, it will be necessary for those Clans and/or farmers ("Farmers") who are currently occupying the mining area within a 500 meter buffer zone of the outermost edges of the final open pit mining excavation on Wilgespruit as depicted in the map attached hereto as Appendix 6, to relocate their Farming Activities (including structures of an immovable or movable nature).

18D.2 The relocated Farmers on Wilgespruit will establish facilities on the remainder of Wilgespruit not required for mining purposes, as well as in time access to additional, substituted farming land to be acquired from the proceeds of the settlement as envisaged in the Settlement Agreement.

18D.3 PPM will assist with the costs of relocating the Farmers to the non-mining area on the remainder of Wilgespruit or temporary alternative land prior to the Mining Commencement Date.

18D.4 The 13 Clans recognise that further delays in PPM commencing with Mining Operations may render mining on Wilgespruit non- viable. Therefore, should the 13 Clans fail to relocate or move the Farmers and the Farming Activities prior to the Mining Commencement Date, to the extent that it renders PPM unable to commence with Mining Operations, then PPM shall, in its sole and absolute discretion, be entitled to withhold the Compensation agreed to in terms of this Agreement, and/or to terminate this Agreement by written notice to that effect given to the other Parties, without prejudice to any other rights it may have hereunder or in law. In the event that PPM elects to terminate the Agreement, PPM shall be entitled any Compensation Amount it has already paid in terms of the Escrow Agreement.

18D.5 The 13 Clans will assume responsibility to ensure that the current occupiers of the mining area vacate the mining area timeously as contemplated in 18D.1 in order for mining operations to commence.

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12. WHOLE AGREEMENT

All clauses in the Agreement, together with the annexures, other than those referred to in this Addendum shall remain unchanged and in full force and effect as amended herein.

13. EFFECTIVE DATE

This Addendum takes effect on the date on which it is signed by the last party signing in time.

14. COUNTERPARTS

This Addendum may be executed in separate counterparts, each of which, when executed, shall be deemed to be an original, but all of which, when taken together, shall constitute one and the same agreement.

THUS DONE AND SIGNED by the duly authorised representatives of the Parties.

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EXECUTION COPY

Counterpart signatory

Signed at KWA MARITANE on 8^th June 2020

Pilanesberg Platinum Mines Proprietary Limited

/s/ [ILLEGIBLE]

Who warrants authority

Counterpart signatory

Signed at KWA MARITANE on 8^th June 2020

Itereleng Bakgatla Minerals Resources Proprietary Limited

/s/ [ILLEGIBLE]

Who warrants authority

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EXECUTION COPY

Counterpart signatory

Signed at KWA MARITANE on 8^th June 2020

For and on behalf of: LLC

/s/ MPULE DAVID PHETO

Name: MPULE DAVID PHETO

Capacity: CHAIRPERSON of LLC

Who warrants authority

Signed at MARITANE on 8^th June 2020

For and on behalf of: LLC

/s/ [ILLEGIBLE]

Name: [ILLEGIBLE]

Capacity: [ILLEGIBLE]

Who warrants authority

Signed at KWA MARITANE on 8^th June 2020

For and on behalf of: LLC

/s/ Mesele Grace Maledu

Name: Mesele Grace Maledu

Capacity: LLC Member

Who warrants authority

14

EXECUTION COPY

Counterpart signatory

Signed at KWA MARITANE on 8^th June 2020

For and on behalf of: LLC

/s/ Sephedi Rasepae

Name: Sephedi Rasepae

Capacity: Member of LLC

Who warrants authority

Signed at KWA MARITANE on 8^th June 2020

For and on behalf of: LLC

/s/ PECOAKGOSI TUMECO JUSTICE

Name: PECOAKGOSI TUMECO JUSTICE

Capacity: LLC Member

Who warrants authority

Signed at KWA MARITANE on 6^th June 2020

For and on behalf of: LLC

/s/ [ILLEGIBLE]

Name: [ILLEGIBLE]

Capacity: LLC Member

Who warrants authority

15

EXECUTION COPY

Counterpart signatory

Signed at KWA MARITANE on 8^th June 2020

For and on behalf of: LLC

/s/ [ILLEGIBLE]

Name: [ILLEGIBLE]

Capacity: LLC Member

Who warrants authority

Signed at KWA MARITANE on 8^th June 2020

For and on behalf of: LLC

/s/ [ILLEGIBLE]

Name: [ILLEGIBLE]

Capacity: LLC Member

Who warrants authority

Signed at KWA MARITANE on 8^th June 2020

For and on behalf of: [ILLEGIBLE]

/s/ [ILLEGIBLE]

Name: [ILLEGIBLE]

Capacity: [ILLEGIBLE]

Who warrants authority

16

EXECUTION COPY

Counterpart signatory

Signed at KWA MARITANE on 8^th June 2020

For and on behalf of: LHR CLIENTS

/s/ [ILLEGIBLE] 

Name: [ILLEGIBLE]

Capacity: [ILLEGIBLE]

Who warrants authority

Signed at KWA MARITANE on 8^th June 2020

For and on behalf of: LHR CLIENTS

/s/ [ILLEGIBLE]

Name: [ILLEGIBLE]

Capacity: [ILLEGIBLE]

Who warrants authority

Signed at KWA MARITANE on 8^th June 2020

For and on behalf of: LHR CLIENTS

/s/ [ILLEGIBLE]

Name: [ILLEGIBLE]

Capacity: [ILLEGIBLE]

Who warrants authority

17

EXECUTION COPY

Signed at KWA MARITANE on 8^th June 2020

For and on behalf of: LHR CLIENTS

/s/ Jacob Rasepae

Name: Jacob Rasepae

Capacity: MOGOROSI

Who warrants authority

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EXECUTION COPY

Appendix 1

13 Clans

Lesetlheng Families (Descendants of the Original 13 Wilgespruit Occupiers)

1.            [***]

2.            [***]

3.            [***]i

4.            [***]i

5.            [***]

6.            [***]

7.            [***]

8.            [***]

9.            [***]

10.          [***]

11.          [***]

12.           [***]

13.          [***]

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Appendix 2

LLC Mandate

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“V”

RESOLUTIONS OF THE MEMBERS OF THE LESETLHENG COMMUNITY
COMPRISING OF 13 DIBESO (FAMILIES)

(“THE COMMUNITY”)

1. WHEREAS:

1.1 The Community was involved in a litigation with Pilanesberg Platinum Mines (Pty)Ltd (‘the Mine’) and others;

1.2 the matter was finalised before the Constitutional Court of South Africa on 25 October 2018;

1.3 the Community has at all material times been represented in the matter by Lawyers for Human Rights (‘LHR’);

1.4 the Community has also at all material times been having a Land Committee (‘the Committee’) which has been the one dealing directly with issues pertaining to the Land in question, Wilgespruit 2 JQ and liaising with LHR for and on behalf of the Community;

1.5 pursuant to the court order of the Constitutional Court, the Mine must consult with the Community in terms of the relevant pieces of legislation stated in the judgement;

1.6 pursuant to the court order of the Constitutional Court stated above, the Community has since resolved to avail itself to meet with the Mine with a view to resolving the dispute between the parties

2. RESOLVED ON THE 9 MARCH 2019 AND REAFFIRMED ON 22 APRIL 2019 THAT:

2.1 the Community will avail itself for consultation with the Mine duly represented by the Committee with a view of resolving the dispute between the parties, which shall possibly lead into negotiations relating to (a) right of access to the Mine for mining purposes and (b) equity, beneficiation and compensation for past and future damages to the relevant Community members;

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2.2 the Community confirms the mandate of both the Committee and the LHR (LHR will in due cause ratify its mandate) in respect of this matter, which mandate includes but is not limited to consultation, negotiations with the Mine for and on behalf of the Community, including but not limited to (a) access by the Mine to the relevant farm (s) for mining purposes and (b) equity, beneficiation and compensation for past and future damages to the relevant Community members.

Full Names		Full Names
CHAIRPERSON: LAND COMMITTEE		SECRETARY: LAND COMMITTEE
Signature		Signature
Full Names
HEADMAN (KGOSANA)
Signature
Date:	26/05/2019

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Appendix 3

LHR Clients

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Our Ref: Addendum	[***]
	Lesetlheng Village
	07 June 2020

To:	Ms. Louise Du Plessis
	Lawyers for Human Rights
	Pretoria

Dear: Madam,

Subject: [***] clan resolution on approval on a Settlement Agreement and addendum

This correspondence seeks to highlight and affirm the resolution taken at the meeting on 06 June 2020 by the [***] clan.

The [***] clan took the following resolutions:

1. The Clan approves the Settlement Agreement Contract and reinstatement of the Settlement Addendum and that all incomplete sub-clauses (Arbitration, Social Survey, SLP, and Procurement Model) that must be concluded as planned;

2. The Clan appointed the committee members for signatories to the Settlement Addendum and Settlement agreement contract.

We hope the above will assist with a way forward.

Regards,

Mr. [***]

Chairperson: [***] clan

Mr. [***]

Secretary: [***] clan

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Appendix 4

Social Survey Guidelines

Guidelines on how the class of beneficiaries must be determined

1. The Survey Company, in determining the membership of each Clan, shall be guided by the practice or custom of each Clan. In the absence of such a custom or if a dispute arises the Survey Company shall:

1.1 ensure that a Clan member is a direct blood descendent of the original forefathers who purchased the farm Wilgespruit and whose names appear on the social survey list,

1.2 record the membership of each person by listing the original co-owner, followed by his direct blood descendants,

1.3 the next tier will be the direct descendants of the second generation left by the original co-owners;

1.4 the last tier will be the third generation of direct descendants of the original co-owners.

2. A direct descendant of a person includes the spouse or partner in a customary union of such person whether or not such customary union has been registered.

3. The direct descendants listed as Clan members will be capped at the third generation. Only if a direct descendant in the third generation is deceased, will the membership include direct descendants of the 4^th generation.

4. When listing the names of direct descendants each Clan’s membership shall include:

4.1 the names of both girls and boys;

4.2 the names of all children born of a direct descendant including children born out of wedlock;

4.3 all women descendants even if they are married and including their children.

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Appendix 5

Social Survey Procedures

Procedure to be used for determining Clan Membership

1. Within 10 days of the appointment of the Survey Company, the Survey Company shall convene public meetings with the Clans.

2. The Survey Company shall give at least 2 weeks’ notice to the members of the Clans by notice:

2.1 through the local radio station;

2.2 public notices at public places, e.g. churches, schools, community centres, local shops;

2.3 through the legal representatives of the Clans, being Webber Wentzel and LHR.

3. The Survey Company shall:

3.1 convene separate public meetings with each Clan;

3.2 request that each Clan present it with a membership list at the meeting;

3.3 keep an attendance register with the names, identity numbers, addresses, email addresses and telephone contact numbers of each adult person that attends a Clan meeting for verification of the Clan membership.

3.4 based on the Clan membership list provided and the outcome of the discussions at the meeting:

3.4.1 obtain a resolution from the Clan confirming their agreement to the Clan membership agreed to and bearing the signature of the individuals who attended and agreed to the Clan membership;

3.4.2 pursuant to the meeting, taking into account the Clan membership in terms of the aforementioned resolution, and subject to paragraph 3.5, compile and finalise a list of members for each Clan (the "Social Survey Results"); and

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3.4.3 publish or circulate the Social Survey Results to each Clan within 30 days of the meeting contemplated in paragraph 2.

3.5 The Survey Company shall, in determining the membership of the Clans:

3.5.1 consider the customs of each Clan;

3.5.2 be entitled to, but not obliged to interview members of the Clans; and

3.5.3 ensure that no one person is considered to form part of more than one Clan.

3.6 The Clans shall have a period of 10 days from receipt of the Social Survey Results published by the Survey Company to lodge any comments or objections they may have in relation to the Social Survey Results, with the Survey Company or through their legal representatives.

3.7 In the event that any of the Clans have an objection to the Social Survey Results or have submitted comments to the Survey Company, then such objection or comment shall be determined by an independent expert (the "Independent Expert") who shall:

3.7.1 be a person who has the knowledge, skills, capacity and the proven experience in the type of objection raised;

3.7.2 be appointed by PPM within 7 days of such request, failing which the Independent Expert shall be nominated and appointed by the Secretariat of the Arbitration Foundation of Southern Africa from its panel of arbitrators, within 5 days after the matter is referred to her;

3.7.3 allow the Clans or members objecting, an opportunity to make representations;

3.7.4 have the power to:

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3.7.4.1 rely on his own expert knowledge or experience in any relevant field;

3.7.4.2 impose a solution and make a decision;

3.7.4.3 deliver his award within 10 days after the Clans or the members (as the case may be) have made representations in accordance with paragraph 3.7.3.

3.8 The Clans irrevocably agree that the decision of the Independent Expert in relation to the objection shall be final and binding on them and not subject to appeal or review.

3.9 The Clans objecting shall bear the costs of the Independent Expert.

3.10 The Social Survey Results shall, in the absence of manifest error and/or objection from the Clans, within 10 days of receipt thereof, be deemed to have been accepted and a copy thereof shall be provided by the Social Survey Company to PPM and IBMR respectively.

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EX-10.4

Exhibit 10.4

Protocol No: 245/2012

NOTARIAL DEED OF LEASE

KNOW ALL MEN WHOM IT MAY CONCERN

THAT on this 17th day of April in the year Two Thousand and Twelve (2012), before me,

FATIMA VALLI-GATTOO

Notary Public by lawful authority duly sworn and admitted residing and practising at Johannesburg in the Province of Gauteng, and in the presence of the subscribing, witnesses, personally came and appeared:

(1)(a)

Sian Roth, an attorney at Cliffe Dekker Hofmeyr Inc of Sandton, and as such in her capacity as the duly authorised attorney and agent of: MOLEFE JOHN PILANE in his capacity as Kgosi of and as such representing: THE BAKGATLA-BA-KGAFELA TRIBE (hereinafter together with its successors-in-title and/or assigns referred to as “The Bakgatla-Ba-Kgafela Tribe”), she, the said Appearer, being duly authorised hereto under and by virtue of a Power of Attorney executed at Moruleng on the 8th day of December 2011 and granted to her by the said MOLEFE JOHN PILANE in his aforementioned capacity, he being duly authorised thereto by virtue of a Resolution passed at Saulspoort on the 28th day of June 2008 by the Bakgatla-Ba-Kgafela Tribe.

(b)

V.Z Mngwengwe in his/her capacity as Chief Director: State Land Administration and as such representing the: MINISTER OF RURAL DEVELOPMENT AND LAND REFORM in his capacity as trustee of certain land owned by The Bakgatla-Ba-Kgafela Tribe, (he hereinafter together with her successors-in-office and/or assigns referred to as “the Trustee”) namely in his capacity as Trustee of: THE BAKGATLA-BA-KGAFELA TRIBE (as above defined) she, the said Appearer, being duly authorised thereto under and by virtue of a Power of Attorney executed at Pretoria on the 30th day of November 2011 and granted to him by the Trustee. (The Bakgatla-Ba-Kgafela Tribe and the Trustee being hereinafter jointly and severally referred.to as “the Lessor”); AND

(c) Sian Roth, an attorney at Cliffe Dekker Hofmeyr Inc. of Sandtoh, and as such in her capacity as the duly authorised attorney and agent of:   ITIRELENG BAKGATLA MINERALS RESOURCES PRORRIL TARY LIMITED   (Registration Number. 2003/003721/07)   (hereinafter together with its successors-in-title and/or assigns referred to as “the Lessee”), she, the said-Appearer, being duly authorised thereto under and by virtue of a Power of Attorney executed at Moruleng on the 8th day of December 2011 and granted to her by M.T.C Gumbo in his capacity as director of the Lessee, he being duly authorised thereto by a Resolution of the Board of Directors of the Lessee passed on the 22nd day of March 2011;

which Powers of Attorney and certified copies of which Resolutions have this day been exhibited to me, the Notary, and remain filed of record in my Protocol with the Minute hereof.

AND THE APPEARS DECLARED THAT:

A WHEREAS the Lessor is the registered owner of the properties and the holder of the rights to the surface of the properties more fully described as:

1. The, Farm Wilgerspruit No. 2

Registration Division J.Q., North West Province.

Measuring 2969, 6863 (Two Nine Six Nine Comma Six Eight Six Three) hectares

Held under Deed of Transfer Nq. T1230/1919BP;

(hereinafter referred to as the “Property”)

2. An undivided ½ (one half) share in and to

The Farm Koedoesfontein No. 42

Registration Division J.Q., North West Province

Measuring 2349, 5886 (Two Three Four Nine Comma Five Eight Eight Six) hectares

Held under Deed of Transfer No. T7558/19T9BP;

(“Koedoesfontein”)

3. The Remaning Extent of the Farm Legkraal No. 45

Registration Division J.Q, North West Province

Measuring 711,4864 (Seven Hundred and Eleven Comma Four Eight Six Four) hectares

Held under Deed of Transfer No. T17606/1935BP; and

(“Legkraal”)

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4. The Remaining Extent of Portion 1 of Farm Rooderand No. 46

Registration Division J.Q., North West Province

Measuring 495, 6136 (Four Hundred and Ninety Five Comma Six One Three Six) hectares

Held under Deed of Transfer No. T8993/1916BP;

(“Rooderand”)

(hereinafter collectively referred to as the “Extension Property”)

B AND WHEREAS the Lessee is the holder of a mining right (NW30/5/1/2/2/33MR) granted to the Lessee by the Minister of Minerals and Energy in terms of section 23 of the Minerals and Petroleum Resources Development Act 28 of 2004, as amended (“MPRD Act”) over the Property and the Extension Property;

C AND WHEREAS the Lessor hereby lets to the Lessee and the Lessee hereby hires from the Lessor the Property;

D AND WHEREAS the Lessor has agreed to grant an option to the Lessee to incorporate one or more of the Extension Properties or portions thereof (subject to the Subdivision of Agricultural Land Act); as more fully set out hereafter; and

E AND WHEREAS the Lessor and the Lessee wish to record the terms and conditions in terms of which the Lessee will lease the Property from the Lessor.

NOW THEREFORE THESE PRESENTS WITNESS THAT:

1. LEASE

With effect from the Signature Date, the Lessor hereby lets the Property to the Lessee in consideration for the rental referred to in clause 5 below on the terms and conditions of this Agreement.

2. DURATION AND TERMINATION

2.1 This Agreement shall commence on the Signature Date and shall terminate on the later of:

2.1.1 the Lessee obtaining a Closure Certificate, certifying that the mining operations on the Property are finished and that the rehabilitation of the Property is complete; and

2.1.2 the transfer of the environmental liabilities and responsibilities by IBMR to a qualifying third party in accordance with section 43(2) of the MPRD Act, which qualifying third party is acceptable to the Lessor, acting reasonably.

2.2 The Lessee shall be entitled to terminate this Agreement by one years’ written notice to the Lessor.

3. OCCUPATION

3.1 The Lessee shall take occupation of the Property on the Signature Date.

3.2 With effect from the Signature Date, and subject to the above, the Lessee shall bear all risk of loss or damage to the Property.

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4. USE OF PROPERTY

4.1 The Lessee shall use the Property to carry on mining operations and for purposes ancillary to mining operations only.

4.2 The Lessee shall be entitled to secure the Property by means of fencing or any other means and shall take reasonable safety precautions so as to avoid endangering the persons-and properties of the local inhabitants.

4.3 The Lessee shall not be entitled to occupy or encroach on the surface of any land outside of the Property and shall use reasonable endeavors not to interfere with or disturb the local inhabitants in the area, save for access to and use of roads, the building of roads, powerlines, waterlines and any other related infrastructure and doing any matters reasonably necessary to undertake mining operations on the Property.

4.4 The Lessee shall at all material times comply with applicable law_;

4.5 The Lessor shall use all reasonable endeavors to ensure that the Lessee’s right of use of the Property is not interfered with by any person, including, but not limited to, the members of the Lessor

4.6 The Lessor undertakes to provide all reasonable assistance to the Lessee for ensuring that all necessary relocations occur where such relocations are required in order for the Lessee to be able to use the Property in the manner and for the purposes provided for in this Agreement.

4.7 In the event that the lessee’s use of property leads to the sterilization of any part of the property, at any time during the subsistence of this agreement, as a result of, but not limited to, the construction of an open pit mine, tailings dam and on waste rock dump, the parties shall endeavour to reach agreement on possible redress to the lessor by engaging in good faith negotiations including negotiations to purchase such sterilized portions at market value, failing which the matter shall be settled in terms of clause 22 of the Agreement:

5. CONSIDERATION.

5.1 In the event that the lessee’s use of property leads to the sterilization of any part of the property, at anytime during the subsistence of this agreement, as a result of, but not limited to, the construction of an open pit mine, tailings dam and on waste rock dump, the parties shall endeavour to reach agreement on possible redress to the lessor by engaging in good faith negotiations including negotiations to purchase such sterilized portions at market value, failing which the matter shall be settled in terms of clause 22 of the Agreement.

5.2 Subject to clause 6.2.4, as consideration for the lease of the Property, the Lessee shall pay, against receipt of an appropriate invoice, to the Lessor an amount of R290.00 per hectare per annum.

5.3 The total rental for the first year of the lease period being R861 209.00 (eight hundred and sixty one thousand two hundred and nine rand).

5.4 The consideration shall be paid in the following mariner after receipt of an invoice reflecting the rental set out in this agreement;

5.4.1.1 within 7 days of the Signature Date and thereafter on the anniversary thereof; and

5.4.1.2 annually in advance by electronic transfer into the following bank account: Account Holder: Lexshell 703 Investments (Proprietary) Limited; Bank: Nedbank Limited; Branch Code: 128 405; Account Number: [***].

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5.5 The consideration referred to in clause 5.1 shall be escalated annually by CPIX on the anniversary of the Signature Day of this Agreement, and shall exclude Value Added Tax.

5.6 The consideration in 5.1, above shall be paid into a suitable bank account held by/oh behalf of the Bakgatla-Ba-Kgafela Tribe, for the exclusive benefit of the Bakgatla-Ba-Kgafela Tribe as a community.

6. OPTION

6.1 The Lessor hereby grants an option to the Lessee to incorporate one or more of the Extension Properties or portions thereof (subject to the Subdivision of Agricultural Land Act), as and when the need arises by the Lessee, from the Lessor; provided that the option in respect of Koedoesfontein is suspensive upon the consent being obtained by the owners of the undivided ½ (one half) share not owned by the Lessor. With regards to Koedoesfontein, where the Lessee wishes to exercise the option, the Lessor undertakes to use its reasonable endeavours to procure that the other owners consent to same on the terms contemplated herein.

6.2 Should the Lessee elect.to exercise its option above:

6.2.1 the Lessee shall notify the Lessor in writing of its intention to exercise its option to incorporate one or more of the Extention Properties and to-lease and include therein the Extension Property/ies or portions thereof (subject to the Subdivision of Agricultural Land Act) and shall provide the Lesser with details of such extension;

6.2.2 the variation to the extent of the Property shall, if necessary, be surveyed by an. independent surveyor appointed by the Lessee, at its cost, and the surveyor shall prepare a lease diagram/s in respect of the variation to the extent of the Property and shall be approved by the Surveyor General;

6.2.3 the Parties shall conclude an addendum to this Agreement within 30 days of notification by the Lessee to the Lessor in terms of 6.2.1, or such longer period as may be agreed between the Parties, which addendum (and upon such conclusion, the option shall be. exercised) shall record the new extent and description of the Property, the new consideration payable and shall refer to lease diagram/s, if applicable: and

6.2.4 the Lessee shall pay the first instalment in respect of the varied consideration, in terms of the addendum against receipt of an appropriate invoice, within 7 days of the signature of the addendum to this Agreement and thereafter in accordance with 5.4.1.2, The aforementioned first instalment shall be. pro-rated until the time of the subsequent payment.

6.3 This option shall subsist for the duration of this Agreement and may be exercised more than once, as and when required, in the event that the entire Extension Property has not already been leased by the Lessee in terms of any addendum hereto. Furthermore, the Lessee shall be entitled to reduce the extent of the Property (as extended in accordance with clause 6) on 3 months written notice to that effect to the Lessor, whereafter, the consideration shall reduce accordingly.

7. ADDITIONAL CHARGES

In addition to paying the consideration referred to in clause 5.2, the Lessee shall pay the cost of connection fees, rates, taxes, electricity, water, gas and any other utilities and costs consumed and / or incurred by the Lessee on the Property directly to whomsoever shall have levied such charges.

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8. LESSEE’S RIGHTS AND OBLIGATIONS

8.1 Lessee’s rights

8.1.1 The Lessor, insofar as it is legally entitled to do so, grants to the Lessee, its officials, employees, contractors, agents or persons having business with the Lessee:

8.1.1.1 the unrestricted right of access to, way over and egress from the Property, by pedestrian and vehicular traffic and the right to establish and maintain roadways, pipelines, cable ways- or transport routes;

8.1.1.2 the right to erect, install and to remove buildings, installations, machinery, telephone and power-lines and cables, which might be reasonably necessary for its purposes;

8.1.1.3 the right to the use of available surface and underground water on or under the Property in accordance with all applicable legislation; and

8.1.1.4 the right to sink boreholes, dig pits, to drill for water and have the exclusive use thereof, provided that the Lessee obtains any necessary approvals in accordance with all applicable legislation.

8.2 Lessee’s Obligations

8.2.1 The Lessee shall comply with all applicable law.

8.2.2 The Lessee shall exercise proper supervision over all of its employees, agents and contractors that work on the Property and shall:

8.2.2.1 upon reasonable request from the Lessor; keep the Lessor informed as to the number and constitution of its said workforce on the Property from time to time; and

8.2.2.2 take due care and reasonable precautionary measures to avoid grass or bush fires and any injury, death or damage to crops, cattle, game and other property or improvements of the Lessor. If the Lessee or its employees, agents or contractors acting in the course and scope of their employment cause any grass or bush fires or any injury, death or damage to the crops, cattle, game or other property or improvements of the Lessor, the Lessee shall compensate the Lessor for such losses (including, without limitation costs or damages) as may arise directly there from on such basis as may be mutually agreed upon by the Parties.

8.2.3 Upon completion by the Lessee of its activities or upon termination of this Agreement, the Lessee shall:

8.2.3.1 subject to section 43(2) of the MPRD Act, rehabilitate and restore the surface of the Property in order to obtain a Closure Certificate in accordance with the requirements of the Environmental Management Programme and MPRD Act; and

8.2.3.2 subject to section 44 of the MPRD Act, demolish and remove all buildings, camp and work sites, machinery, equipment, telephone lines, pipelines and power lines erected and installed and remove all roads established by it sufficiently to, enable natural vegetation to recover thereon, provided that if after consultation the Lessor desires that any of the above improvements be left in place, the Lessee shall leave same in place, in which event same shall become the property and sole responsibility of the Lessor.

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9. ENVIRONMENTAL OBLIGATIONS AND INDEMNITY

9.1 The Lessee shall; at all times, carry out the mining operations in and on the Property in accordance with:

9.1.1 the Mining Right after it has been amended in accordance with various amendments submitted to the Department of Mineral Resources (“DMR”) during the course of 2011, granted to the Lessee in terms of the MPRD Act;

9.1.2 the approved Environmental Management Programme in respect of the Mining Right after it has been amended in accordance with various amendments submitted to the DMR during the course of 2011; and

9.1.3 subject to the carve-outs referred to in clauses 9.1.1 and 9.1.2, all applicable laws, statutes, ordinances, rules, regulations, orders and judicial precedents relating to the prevention and remediation of pollution and/or degradation to and protection of the environment and/or protection of human health including, but not limited to, the Environment Conservation Act No 73 of 1989, the National Water Act No 36 of 1989, the Atmospheric Pollution Prevent Act No 45 of 1965, the Hazardous Substances Act No 15 of 1973, the National Environmental Management Act. No 107 of 1998 and the Constitution of the Republic of South Africa 1996.

9.2 Without prejudice to any of the other rights of the Lessor under or arising from this agreement, the Lessee hereby indemnifies the Lessor against all and any direct losses which the Lessor may suffer, sustain or incur as a result of or which may be attributable to -

9.2.1 the existence or potential existence of any significant pollution or degradation of the environment, arising out of any activity, act or omission of the Lessee; and

9.2.2 the existing or potential existence of any pollution of a water resource, arising out of any activity, act or omission of the Lessee.

10. NON-INTERFERENCE

10.1 The Lessor shall not interfere nor permit any interference by any third party in the lawful activities of the Lessee in terms of this Agreement where, with reasonable endeavors, the Lessor is able to do so.

10.2 The Lessor shall not grant to any other person any right over or in respect of the Property whether the same be an option, overriding option, right of first refusal servitude, or in any other form and should the Lessor sell or otherwise dispose of the Property during the currency of this Agreement, the Lessor shall notify the party so acquiring same (and a copy of such notice shall be dispatched to the Lessee with 7 (seven) days thereof) of the existence of this Agreement and the nature thereof and the Lessor shall furthermore cause a provision to be inserted in the relevant document relating to the disposal of the- Property to the effect that such disposal is subject to the terms of this Agreement.

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10.3 The provisions of clause 10.2 shall not apply to any servitude to the extent that such servitude is required by the Lessee to be registered in respect of the Property in which event the Lessor shall notify the Lessee at least 30 days prior to such registration.

10.4 The Lessor shall take such reasonable steps to ensure that the registration of the servitude referred to at 10.3 occurs with the .minimum degree of interference to lessee’s mining operations.

11. DISPARITY IN PROPERTY DESCRIPTION

Should any disparity occur .between the description of the Property as indicated in this Agreement and the records of the Registrar of Deeds, the Parties agree that the description contained in the records of the Registrar of Deeds shall be the correct description, of the Property and this Agreement shall be considered to be amended to agree with the description of the Property contained in the records of the Registrar of Deeds.

12. SUB-LETTING

There shall be. no restriction on the Lessee’s right to sub-let the Property or any portion thereof ip its absolute discretion and without reference to the Lessor.

13. INFRASTRUCTURE ESTABLISHMENT

13.1 Should the Lessee wish, at any time in the future to establish or erect infrastructure, plant or equipment on or near an existing residential or agricultural area within the Property during the period of this Agreement the Lessee shall compensate any farmer/persons adversely affected thereby and shall pay reasonable compensation to those persons to enable them to be relocated elsewhere in suitable accommodation within residential or agricultural areas, as the case may be.

13.2 The Lessor and the Lessee shall jointly determine the purchase prices of the affected houses and the additional compensation payable to the occupiers, including, but not limited to, relocation costs.

13.3 The Lessor shall use its reasonable endeavours to ensure that no houses, improvements or other structures are erected or inhabited within 500 meters of the outer edge of the mine complex and concentrator fence line on the Property until the mining operations in those areas have been completed.

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14. REMOVAL OF BUILDINGS, STRUCTURES AND OBJECTS

14.1 Upon termination of this Agreement, the Lessee shall not demolish or remove buildings, structures or objects which the Lessor wishes to retain and which the Parties have agreed upon in writing. No compensation shall be payable by the Lessor to the Lessee in respect of such buildings, structures or objects.

14.2 Subject to clause 8.2.4.2, the lessee shall, subject to clause 14.1, be obliged to demolish or remove all other buildings, structures or any other thing which was erected or constructed by the lessee on the property and any other objects which the lessor may require the lessee to remove.

15. OTHER RESTRICTIONS

The Lessee shall not be liable for any accident, injury or damage caused to the Lessor, its livestock, domestic animals, agents, customers, servants, guests or invitees of the Lessor and all other persons who may enter upon the Property through or under the Lessor due to or in connection with the Lessee’s mining operations or activities ancillary thereto, unless caused by the willful or negligent act or omission on the part of the Lessee, its agents or servants.

16. INSPECTION OF THE PROPERTY BY THE LESSOR

The Lessor and its representatives or agents shall be entitled to inspect the; Property and the Lessees operations on the Property at any reasonable time and upon reasonable notice to the Lessee.

17. RESIDUE STOCKPILE

17.1 Ownership of the Residue Stockpile(s) shall remain vested in the Lessee notwithstanding the termination of this Agreement.

17.2 After termination of this Agreement, the Lessee shall be entitled to reasonable access to the Residue Stockpile subject to any reasonable conditions which may be imposed by the Lessor.

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18. CESSION AND ASSIGNMENT

18.1 This Agreement shall be binding upon the heirs, executors, administrators, successors-in-title or assigns of the Parties.

18.2 The Lessee shall have the right to cede and/or assign all or any part of its rights and obligations under this Agreement to any parent, subsidiary or associated company of the Lessee, or to any company (or any parent, subsidiary or associated company thereof) which is in partnership or in joint venture with it, subject to the consent of the Trustee first- being obtained, who shall act in the best interests of the Lessor in this regard.

18.3 The exercising of the right in 18.2 above is conditional upon the consent of the majority members of the Lessor first being obtained at a legally constituted community meeting of the members of the Lessor, witnessed by an authorised official from the National Department of Rural Development and Land Reform.

19. COSTS AND REGISTRATION

19.1 Each Party shall bear its own costs in connection with the negotiation and preparation of this Agreement.

19.2 All notarial execution, registration, stamp duty and surveying costs shall be payable by the Lessee.

19.3 This Agreement shall be executed in notarial format and shall be registered against the title deeds of the Property at the cost of the Lessee. The parties agree and undertake to sign all documents and do all things necessary to give effect to the registration of this Agreement in the relevant Deeds Registry.

20. BREACH

20.1 If a Party (“Defaulting Party”) commits any breach of this Agreement and fails to remedy such breach within 14 business days (“Notice Period”) of written notice requiring the breach to be remedied, then the Party giving the notice (“Aggrieved Party”), will be entitled, at its option-

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20.1.1 to claim immediate specific performance of all or any of the Defaulting Party’s obligations under this Agreement, with or without claiming damages, whether or not such obligation has fallen due for performance; or

20.1.2 to cancel this Agreement, with or without claiming damages, in which case written notice of the cancellation shall be given to the Defaulting Party, and the cancellation shall take effect on the giving of ^the notice. Neither Party shall be entitled to cancel this Agreement unless the breach is a material breach going to the root of this Agreement and -

20.1.2.1 is incapable of being remedied by a payment in money; of

20.1.2.2 if it is capable of being remedied by a payment in money, the Defaulting Party fails to pay the amount concerned within the Notice Period.

20.2 The Aggrieved Party’s remedies in terms of’this clause 20 are without prejudice to any other remedies to which the Aggrieved Party may be entitled in law,

21. GOVERNING LAW

This Agreement shall be governed by the law of the Republic of South Africa.

22. DISPUTE RESOLUTION

22.1 Any dispute or difference in opinion arising at any time between the Parties in connection with the^; validity, interpretation, implementation or termination of this Agreement either during its existence or subsequent to its termination for any reason including consensual cancellation ^fand upon which they cannot find an amicable settlement within two months after the date of notification (by registered mail) of the dispute by a Party, shall be referred by the Parties without legal representation to and decided by arbitration in accordance with the Rules of Conduct of Arbitrators as published by the Association of Arbitrators Southern Africa.

22.2 The arbitrator shall be a practising attorney or advocate of not less than 15 years’ standing, who, in the absence of agreement reached within 14 days of the arbitration being demanded, shall be appointed by the president or acting president the Law Society of the Northern Provinces.

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22.3 The decision of the arbitrator shall, save for fraud or manifest error, be final and binding upon the Parties.

22.4 This arbitration clause shall not preclude a Party from seeking urgent relief in a court of appropriate jurisdiction, where grounds for urgency exist.

22.5 Any Party shall be entitled to apply to the High Court of South Africa to make the arbitrator’s award an order of Court.

23. NOTICES AND LEGAL PROCESS

23.1 Each Party chooses as its address for all purposes under this Agreement (“chosen address”), whether for serving any-court process or documents, giving any notice, or making any other communications of whatsoever nature and for any other purpose arising from this Agreement (“notice”), as follows:

Name	Address	Telefax:
Itereleng Bakgatla Minerals Resources (Proprietary) Limited	[***]	[***]
Name	Address	Telefax:
The Bakgatla-Ba-Kgafela Tribe	[***]	[***] Email: [***]
Name	Address	Telefax:
Department of Rural development and Land Reform	[***]	[***]

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23.2 Any notice required or permitted under this Agreement shall be valid and effective only if in writing.

23.3 Any Party may by notice to the other Party change its chosen address to another physical address in the Republic of South Africa and such change shall take effect on the seventh day after the date of receipt by the Party who last receives the notice.

23.4 Any notice to a Party contained in a correctly addressed envelope and delivered by hand to a responsible person during ordinary business hours at its chosen address, shall be deemed to have been received on the date of delivery.

23.5 Notwithstanding anything to the contrary herein, a written notice actually received by a Party, including a notice sent by telefax, shall be an adequate notice to it notwithstanding that it was not sent or delivered to its chosen address.

24. INTERPRETATION

24.1 Clause and paragraph headings are for purposes of reference only and shall not be used in interpretation.

24.2 Unless the context clearly indicates a contrary intention, any word connoting:

24.2.1 any gender includes the other two genders;

24.2.2 the singular includes the plural and vice versa;

24.2.3 natural persons includes artificial persons and vice versa; and

24.2.4 insolvency includes provisional or final sequestration, liquidation or judicial management.

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24.3 A reference to a Business Day is a reference to any calendar day excluding Saturday, Sunday and a public holiday in the Republic of South Africa.

24.4 When any number of days is prescribed such number shall mean calendar days, unless Business Days are expressly referred to, and shall exclude the first and include the last day unless the last day falls on a Saturday, Sunday, or a public holiday in the Republic of South Africa, in which case the last day shall be the next succeeding Business Day.

24.5 A reference to an enactment is a reference to that enactment as at the date of signature hereof and as amended or re-enacted from time to time.

24.6 The rule of interpretation that a written agreement shall be interpreted against the party responsible for the drafting or preparation of that agreement shall not apply.

24.7 If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of the Agreement.

24.8 The eiusdem generis rule shall hot apply and accordingly, whenever a provision is followed by the word “including” and specific examples, such, examples shall not be construed so as to limit the ambit of the provision concerned.

24.9 Where any term is defined within the context of any particular clause in this Agreement, then, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, the term so defined shall bear the meaning ascribed to it for all purposes in terms of this. Agreement, notwithstanding that that term has not been defined in the definition clause.

25. GENERAL AND MISCELLANEOUS

25.1 Sole Record of Agreement

This Agreement constitutes the sole record of the agreement between the Parties with regard to the subject matter hereof. No Party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein.

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25.2 No Amendments Except in Writing

No addition to, variation of, or agreed cancellation of, this Agreement shall be of any force or effect unless in writing and signed by or on behalf of the Parties.

25.3 Waivers

No relaxation or indulgence which any Party may grant to any other shall constitute a waiver of the rights of that Party and shall not preclude that Party from exercising any rights which may have arisen in the past or which might arise in future.

25.4 Survival of Obligations

Any provision of this Agreement which contemplates performance or observance subsequent to any termination or expiration of this Agreement shall survive any termination or expiration of this Agreement and continue in full force and effect.

25.5 Approvals and Consents

An approval or consent given by a Party under this Agreement shall only be valid if in writing and shall not relieve the other Party from responsibility for complying with the requirements of this Agreement nor shall it be construed as a waiver of any rights under this Agreement except as and to the extent otherwise expressly provided in such approval or consent, or elsewhere in this Agreement.

26. DEFINITIONS

Unless otherwise expressly stated, or the context otherwise requires, the words and expressions listed below shall, when used in this Agreement, including, this introduction, bear the meanings ascribed to them:

26.1 Agreement – this lease agreement together with any addenda and all appendixes attached hereto;

26.2 Closure Certificate – the certificate issued to the holder of a prospecting right, mining right, retention permit or mining permit by the Minister of Minerals and Energy in accordance with section 43 of the Mineral and Petroleum Resources Develppment. Act No. 28 of 2002;

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26.3 CPIX – the Consumer Price Index for all expenditure groups: Metropolitan and other urban areas excluding interest rates on mortgage bonds (Base 2000 = 100) as notified for general information in the Government Gazette from time to time by the Statistician-General: Statistics South Africa;

26.4 Party – either the Lessor or Lessee as the case may be, and “Parties” means both the Lessor and the Lessee;

26.5 Residue Stockpile – any debris, discard, tailings, slimes, screening, .slurry, waste rock, foundry sand, beneficiation plant waste, ash or any other product derived from or incidental to a mining operation and, which is’ stockpiled, stored or accumulated for potential re-use, or which is disposed of, by the holder of a mining right, mining permit or production right;

26.6 Signature Date – the date of signature of the last Party signing in time;

26.7 Surveyor General – Surveyor general of the Republic, of South Africa within whose area of jurisdiction the Property and/or the varied Property is situated.

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THUS DONE AND EXECUTED AT SANDTON on this 17^th day of APRIL 2012 in the presence of the undersigned witnesses.

WITNESSES:

1.	/s/ [ILLEGIBLE]	/s/ [ILLEGIBLE]
		q.q. THE BAKGATLA-BA-KGAFEA TRIBE
2.	/s/ [ILLEGIBLE]	/s/ [ILLEGIBLE]
		q.q. MINISTER OF RURAL DEVELOPMENT AND LAND REFORM
		/s/ [ILLEGIBLE]
		q.q. ITERELENG BAKGATLA MINERALS RESOURCES PROPRIETARY LIMITED
		QUOD ATTESTOR
		/s/ [ILLEGIBLE]
		q.q. NOTARY

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Table of Contents

Page

1.	LEASE	3
2.	DURATION AND TERMINATION	3
3.	OCCUPATION	3
4.	USE OF PROPERTY	4
5.	CONSIDERATION	4
6.	OPTION	5
7.	ADDITIONAL CHARGES	5
8.	LESSEE’S RIGHTS AND OBLIGATIONS	6
9.	ENVIRONMENTAL OBLIGATIONS AND INDEMNITY	7
10.	NON-INTERFERENCE	7
11.	DISPARITY IN PROPERTY DESCRIPTION	8
12.	SUB-LETTING	8
13.	INFRASTRUCTURE ESTABLISHMENT	8
14.	REMOVAL OF BUILDINGS, STRUCTURES AND OBJECTS	9
15.	OTHER RESTRICTIONS	9
16.	INSPECTION OF THE PROPERTY BY THE LESSOR	9
17.	RESIDUE STOCKPILE	9
18.	CESSION AND ASSIGNMENT	10
19.	COSTS AND REGISTRATION	10
20.	BREACH	10
21.	GOVERNING LAW	11
22.	DISPUTE RESOLUTION	11
23.	NOTICES AND LEGAL PROCESS	12
24.	INTERPRETATION	13
25.	GENERAL AND MISCELLANEOUS	14
26.	DEFINITIONS	15

EX-10.5

Exhibit 10.5

AGREEMENT (SUBSCRIPTION)

entered into between

ORKID S.a r.l.

(Registration No. B 167 777)

and

HODOS HOLDINGS LIMITED

and

PLATMIN LIMITED

(Registration No. 54400)

and

THE BAKGATLA BA KGAFELA TRIBE

and

ITERELENG BAKGATLA MINERALS RESOURCES (PTY) LTD

(Registration No. 2003/003721/07)

and

PALLINGHURST IVY LANE CAPITAL LIMITED

2

(Registration No. 69215 C1/GBL)

and

BAKGATLA PALLINGHURST JV (PTY) LTD

(Registration No. 2007/030554/07)

and

PALLINGHURST INVESTOR CONSORTIUM (PTY) LTD

(Registration No. 2007/030604/07)

and

RUSTENBURG PLATINUM MINES LTD

(Registration No. 1931/003380/06)

and

CLIDET NO 832 (PTY) LTD

(Registration No. 2008/011497/07)

and

LEXSHELL 38 GENERAL TRADING (PTY) LTD

(Registration No. 2006/017942/07)

and

RICHTRAU NO 123 (PTY) LTD

(Registration No. 2006/017346/07)

and

PLATMIN SOUTH AFRICA (PTY) LTD

(Registration No. 2000/002572/07)

3

and

NEWSHELF 1101 (PTY) LTD

(Registration No. 2010/018827/07)

and

PILANESBERG PLATINUM MINES (PTY) LTD

(Registration No. 2002/015572/07)

and

WEST DUNES PROPERTIES 115 (PTY) LTD

(Registration No. 2004/010211/07)

and

PALLINGHURST (CAYMAN) GP L.P.

and

WEBBER WENTZEL

4

PREAMBLE

Whereas:

A All capitalised terms in this preamble shall have the meaning attributed thereto in clause 1 of this Agreement.

B Ivy Lane wishes to subscribe for the Ivy Lane PIC Consideration Shares at the Ivy Lane PIC Consideration Shares Subscription Price. Against discharge by Ivy Lane of the Ivy Lane PIC Consideration Shares Subscription Price in terms of this Agreement, Platmin wishes to issue the Ivy Lane PIC Consideration Shares to Ivy Lane.

C BBKT wishes to subscribe for the BBKT BPJV Consideration Shares at the BBKT BPJV Consideration Shares Subscription Price. Against discharge by BBKT of the BBKT BPJV Consideration Shares Subscription Price in terms of this Agreement, Platmin wishes to issue the BBKT BPJV Consideration Shares to BBKT.

D BBKT wishes to subscribe for the BBKT Lexshell Consideration Shares at the BBKT Lexshell Consideration Shares Subscription Price. Against discharge by BBKT of the BBKT Lexshell Consideration Shares Subscription Price in terms of this Agreement, Platmin wishes to issue the BBKT Lexshell Consideration Shares to BBKT.

E RPM wishes to subscribe to the RPM Consideration Shares at the RPM Consideration Shares Subscription Price. Against discharge by RPM of the RPM Consideration Shares Subscription Price in terms of this Agreement, Platmin wishes to issue the RPM Consideration Shares to RPM.

F BBKT wishes to subscribe for the Initial BBKT IBMR Consideration Shares at the Initial BBKT IBMR Consideration Shares Subscription Price. Against discharge by BBKT of the Initial BBKT IBMR Consideration Shares Subscription Price in terms of this Agreement, Platmin wishes to issue the Initial BBKT IBMR Consideration Shares to BBKT.

G Ivy Lane wishes to subscribe for the Ivy Lane IBMR Consideration Shares at the Ivy Lane IBMR Consideration Shares Subscription Price. Against discharge by Ivy Lane of the Ivy Lane IBMR Consideration Shares Subscription Price in terms of this Agreement, Platmin wishes to issue the Ivy Lane IBMR Consideration Shares to Ivy Lane.

H Ivy Lane wishes to subscribe for the Ivy Lane LLTI Consideration Shares at the Ivy Lane LLTI Consideration Shares Subscription Price. Against discharge by Ivy Lane of the Ivy Lane LLTI Consideration Shares Subscription Price in terms of this Agreement, Platmin wishes to issue the Ivy Lane LLTI Consideration Shares to Ivy Lane.

I BBKT wishes to subscribe for the BBKT LLTI Consideration Shares at the BBKT LLTI Consideration Shares Subscription Price. Against discharge by BBKT of the BBKT LLTI Consideration Shares

5

Subscription Price in terms of this Agreement, Platmin wishes to issue the BBKT LLTI Consideration Shares to BBKT.

J BBKT wishes to subscribe for the Additional BBKT IBMR Consideration Shares at the Additional BBKT IBMR Consideration Shares Subscription Price. Against discharge by BBKT of the Additional BBKT IBMR Consideration Shares Subscription Price in terms of this Agreement, Platmin wishes to issue the Additional BBKT IBMR Consideration Shares to BBKT.

K The Parties have set out the terms and conditions of the abovementioned subscriptions, sales of shareholder loan claims and other matters in this Agreement.

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WHEREBY IT IS AGREED AS FOLLOWS:

1. INTERPRETATION AND PRELIMINARY

The headings of the clauses in this Agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of this Agreement nor any clause hereof. Unless a contrary intention clearly appears:

1.1 words importing:

1.1.1 any one gender include the other two genders;

1.1.2 the singular include the plural and vice versa; and

1.1.3 natural persons include created entities (corporate or un incorporate) and the state and vice versa;

1.2 the following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings, namely:

1.2.1 “Additional BBKT IBMR Consideration Shares” means such number of Platmin Shares which will constitute 1.357% of Platmin‘s issued share capital on the Effective Date (on the assumption that the Additional BBKT IBMR Consideration Shares will have been issued on the Effective Date). If such number of Platmin Shares constitutes a fraction, then the number of Platmin Shares shall be rounded up to the nearest whole number;

1.2.2 “Additional BBKT IBMR Consideration Shares Subscription Price” means an amount, in Rands, equal to the BBKT IBMR Shares and Claims Consideration Claim;

1.2.3 “Agreement” means this agreement and the annexures hereto;

1.2.4 “BBKT” means the Bakgatla Ba Kgafela Tribe, a universitas personarum being a traditional community and tribe established according to indigenous custom, with fuil contractual capacity;

1.2.5 “BBKT BPJV Consideration Claim” means the consideration payable by Platmin to BBKT, pursuant to the delegation of the BBKT BPJV Consideration Claim to Platmin in terms of the Loan Creation Consolidation Agreement, being R343,747,391.70 (three hundred and forty three million seven hundred and forty seven thousand three hundred and ninety one Rand and seventy cents), outstanding on loan account in favour of BBKT pursuant to the sale and cession

7

by it of its shares in, and claims on loan account against, BPJV to Luxco in terms of the Loan Creation Consolidation Agreement;

1.2.6 “BBKT BPJV Consideration Shares” means such number of Platmin Shares which will constitute 1.719% of Platmin‘s issued share capital on the Effective Date (on the assumption that the Additional BBKT IBMR Consideration Shares will have been issued on the Effective Date). If such number of Platmin Shares constitutes a fraction, then the number of Platmin Shares shall be rounded up to the nearest whole number;

1.2.7 “BBKT BPJV Consideration Shares Subscription Price” means an amount, in Rands, equal to the BBKT BPJV Consideration Claim;

1.2.8 “BBKT IBMR Procurement Consideration Claim” means the consideration payable by Platmin to BBKT, pursuant to the delegation of the BBKT IB MR Procurement Consideration Claim to Platmin in terms of the Loan Creation Consolidation Agreement, being R271,381,043.80 (two hundred and seventy one million three hundred and eighty one thousand and forty three Rand and eighty cents), outstanding on loan account, in the books of account of PPM, in favour of BBKT pursuant to the procurement by BBKT of the entering into by IBMR of the Contractor Agreement;

1.2.9 “BBKT IBMR Shares and Claims Consideration Claim” means the consideration payable by Platmin to BBKT, pursuant to the delegation of the BBKT IBMR Shares and Claims Consideration Claim to Platmin in terms of the Loan Creation Consolidation Agreement, being R2,442,429,393.90 (two billion four hundred and forty two million four hundred and twenty nine thousand three hundred and ninety three Rand and ninety cents), outstanding on loan account in favour of BBKT pursuant to the sale and cession by it of its shares in, and claims on loan account (other than the claim on loan account which BBKT has against IBMR in respect of 50.1% of the Guaranteed Amounts) against, IBMR to PPM in terms of the Loan Creation Consolidation Agreement;

1.2.10 “BBKT IBMR Share Sale Step” means the transaction contemplated in the Loan Creation Consolidation Agreement in terms of which, inter alia, BBKT sells all of the shares held by it in the issued share capital of IBMR, and the claims on loan account (other than the claim on loan account which BBKT has against IBMR in respect of 50.1% of the Guaranteed Amounts) against, IBMR to PPM on loan account pursuant to which PPM creates a loan account in an amount equal to the BBKT IBMR Shares and Claims Consideration Claim, in favour of BBKT, in its books of account;

8

1.2.11 “BBKT Lexshell Consideration Claim” means the consideration payable by Platmin to BBKT, pursuant to the delegation of the BBKT Lexshell Consideration Claim to Platmin in terms of the Loan Creation Consolidation Agreement, being R2,629,137,214.60 (two billion six hundred and twenty nine million one hundred thirty seven thousand two hundred and fourteen Rand and sixty cents), outstanding on loan account, in favour of BBKT, in Clidet‘s books of account, pursuant to the sale and cession by BBKT of its shares in, and claims on loan account respectively against, Lexshell to Clidet in terms of the Loan Creation Consolidation Agreement;

1.2.12 “BBKT Lexshell Consideration Shares” means such number of Platmin Shares which will constitute 13.146% of Platmin‘s issued share capital on the Effective Date (on the assumption that the Additional BBKT IBMR Consideration Shares will have been issued on the Effective Date). If such number of Platmin Shares constitutes a fraction, then the number of Platmin Shares shall be rounded up to the nearest whole number;

1.2.13 “BBKT Lexshell Consideration Shares Subscription Price” means an amount, in Rands, equal to the BBKT Lexshell Consideration Claim;

1.2.14 “BBKT LLTI Consideration Claim” means the consideration payable by Platmin to BBKT, pursuant to the delegation of the BBKT LLTI Consideration Claim to Platmin in terms of the Loan Creation Consolidation Agreement, being R49,492,887.00 (forty nine million four hundred and ninety two thousand eight hundred and eighty seven Rand), outstanding on loan account in favour of BBKT pursuant to the sale it of its shares in, and claims on loan account against, LLTI to West Dunes in terms of the Loan Creation Consolidation Agreement;

1.2.15 “BBKT LLTI Consideration Shares” means such number of Platmin Shares which will constitute 0.247% of Platmin‘s issued share capital on the Effective Date (on the assumption that the Additional BBKT IBMR Consideration Shares will have been issued on the Effective Date). If such number of Platmin Shares constitutes a fraction, then the number of Platmin Shares shall be rounded up to the nearest whole number;

1.2.16 “BBKT LLTI Consideration Shares Subscription Price” means an amount, in Rands, equal to the BBKT LLTI Consideration Claim;

9

1.2.17 “BPJV” means Bakgatla Pallinghurst JV (Pty) Ltd, Registration No. 2007/030554/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.18 “BPJV Shareholders’ Agreement” means the shareholders agreement entered into between BBKT, PIC, Pallinghurst Cayman and BPJV on or about 31 May 2008;

1.2.19 “Closing Venue” means 10 Fricker Road, lliovo Boulevard, lllovo, Johannesburg (being Webber Wentzel‘s offices as at the Signature Date) or such other place as may be agreed in writing by the Parties prior to the Effective Date; means any day other than a Saturday, Sunday or public holiday in the Republic of South Africa, Guernsey, Mauritius and/or Luxembourg;

1.2.20 “Clidet” means Clidet No 832 (Pty) Ltd, Registration No. 2008/011497/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.21 “Companies Act” means the Companies Act, 2008;

1.2.22 “Concentrate” means any treatable product arising from the process of crushing, milling and flotation of Ore produced in terms whereof PGMs, and waste, are treated in a Concentrator Complex before commencement of the smelting and precious metal and base metal refining process;

1.2.23 “Concentrator Complex” means a mineral processing facility which carries out the activities of crushing, milling and thickening, froth flotation, tailings disposal and concentrate filtration but which does not carry out the activities of smelting and other downstream processing such as base metals and precious metals refining;

1.2.24 “Consolidation Agreements” means this Agreement and Loan Creation Consolidation Agreement;

1.2.25 “Contractor Agreement” means the agreement between IBMR, Richtrau, Platmin and PPM pursuant to which, inter alia, an unincorporated joint venture comprised of IBMR, Richtrau, Platmin and PPM will appoint PPM to mine, market and sell their resources on their behalf;

1.2.26 “Closing Venue” means 10 Fricker Road, lliovo Boulevard, lllovo, Johannesburg (being Webber Wentzel‘s offices as at the Signature Date) or such other place as may be agreed in writing by the Parties prior to the Effective Date;

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1.2.27 “Cyferkujl Prospecting Rights” means

1.2.27.1 the converted prospecting right description: NW 30/5/1/1/2/1262 PR granted by the DMR in favour of RPM in respect of the 2/3 share of the farm Wachteenbeetjeslaagte 4 JQ; the farm Vogelstruiskraal 400 KQ and Remaining Extent and Portion 1 of the farm Cyferkuil 1 JQ; and

1.2.27.2 the balance of mineral rights description: NW 30/5/1/1/2/1681 PR granted by the DMR in favour of RPM in respect of Portion 1 and Remaining Extent of the farm Cyferkuil 1 JQ and the farm Vogelstruiskraal 400 KQ;

1.2.28 “Distribution” means any distribution to a shareholder, including distributions by way of dividends (including dividends in specie), capital reduction, share repurchases, fees, interest payments, royalties, repayment of loan accounts and the like;

1.2.29 “Dispose” includes sell, alienate, transfer, exchange, make over, give, donate, unbundle, distribute, encumber or otherwise dispose of (including by way of donation, dividend, pledge or by way of the terms of a will), and “Disposal” shall bear a corresponding meaning;

1.2.30 “DMR” means the Department of Mineral Resources;

1.2.31 “Eastern Limb Assets” means Eastern Limb Assets as defined in clause 10.1.8;

1.2.32 “Effective Date” means the date on which the Suspensive Condition is fulfilled, or waived, as the case may be;

1.2.33 “Escrow Agent” means Webber Wentzel, a firm of attorneys operating in partnership pursuant to the laws of the Republic of South Africa;

1.2.34 “Guernsey SPV” means Hodos Holdings Limited, Registration No. 55562, a company duly incorporated in Guernsey;

1.2.35 “Governmental Authority” means any domestic or foreign federal, provincial, state, municipal or other government, governmental department or body (whether administrative, legislative, executive or otherwise), court, tribunal,

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commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority;

1.2.36 “Grootboom” means “Grootboom” as contemplated in Annexure C;

1.2.37 “Guaranteed Amounts” means all claims that BBKT and/or Ivy Lane have against IBMR on the Signature Date in respect of IBMR‘s rehabilitation obligations to the DMR amounting to a capital amount of R24,772,120 (twenty four million seven hundred and seventy two thousand one hundred and twenty rand) together with interest earned on such capital amount, in respect of which -

1.2.37.1 BBKT‘s claim (being 50.1% of the aforesaid capital amount) amounts to R12,410,832.12 (twelve million four hundred and ten thousand eight hundred and thirty two rand and twelve cents) together with interest earned on such portion of the capital amount; and

1.2.37.2 Ivy Lane‘s claim (being 84.9% of 49.9% of the aforesaid capital amount) amounts to R10,494,733.41 (ten million four hundred and ninety four thousand seven hundred and thirty three rand and forty one cents) together with interest earned on such portion of the capital amount;

1.2.38 “Holding Company” means holding company as defined in the Companies Act and references to a “Holding Company” shall not be limited to entities incorporated under the Companies Act and in respect of any company of which BBKT holds more than 50% (fifty percent) of the issued share capital “Holding Company” means BBKT in respect of that company;

1.2.39 “IBMR” means Itereleng Bakgatla Minerals Resources (Pty) Ltd, Registration No. 2003/003721/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.40 “IBMR Mining Area” means the “IBMR Mining Area” as defined in the Loan Creation Consolidation Agreement;

1.2.41 “IBMR Mining Right” means the mining right, with DMR file reference number NW30/5/1/2/2/333MR, held by IBMR over the IBMR Mining Area;

1.2.42 “IBMR Shareholders’ Agreement” means the shareholders agreement entered into between BBKT, Ivy Lane and IBMR on or about 22 March 2011;

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1.2.43 “IBMR Shares” means ordinary shares with a par value of R0.001 (zero point zero zero one South African Rand) each in the issued share capital of IBMR;

1.2.44 “IDC Subscription Agreement” means the agreement dated 7 March 2012 entered into between the Industrial Development Corporation of South Africa Limited and Platmin in terms of which, inter alia, the Industrial Development Corporation of South Africa Limited agrees to subscribe for that number of Platmin Shares and Platmin will issue so many Platmin Shares to the Industrial Development Corporation of South Africa Limited as will result in the Industrial Development Corporation of South Africa Limited holding 16.2% (sixteen point two percent) of the entire issued share capital of Platmin immediately following such issue of Platmin Shares;

1.2.45 “Initial BBKT IBMR Consideration Shares” means such number of Platmin Shares which will constitute 12.212% of Platmin‘s issued share capital on the Effective Date (on the assumption that the Additional BBKT IBMR Consideration Shares will have been issued on the Effective Date). If such number of Platmin Shares constitutes a fraction, then the number of Platmin Shares shall be rounded up to the nearest whole number;

1.2.46 “Initial BBKT IBMR Consideration Shares Subscription Price” means an amount, in Rands, equal to the BBKT IBMR Procurement Consideration Claim;

1.2.47 “Interim Period” means the period commencing on the Signature Date and terminating on the Effective Date;

1.2.48 “Investec” means Investec Bank Limited, Registration No. 1969/004763/06, a limited liability public company duly incorporated in the Republic of South Africa;

1.2.49 “Investec Ivy Lane Agreement” means an agreement entered into between Investec and Ivy Lane in terms of which, inter alia, Ivy Lane sells to Investec: (a) 15.1% of the Ivy Lane IBMR Consideration Shares if clause 5.1 is implemented; or (b) 15.1% of the shares in and claims on loan account acquired held by it in IBMR if clause 5.1 is not implemented;

1.2.50 “Investec Luxco Agreement” means an agreement entered into or to be entered into between Investec, Guernsey SPV, Luxco and PIC in terms of which Investec will sell all of the shares which it holds in, and claims on loan account which it holds against, PIC, to Luxco;

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1.2.51 “Investec Platmin Agreement” means a subscription agreement entered into or to be entered into between Investec, Guernsey SPV, Platmin and Luxco in terms of which, inter alia, Investec will subscribe for Platmin Shares;

1.2.52 “Ivy Lane” means Pallinghurst Ivy Lane Capital Limited, Registration No. 69215 C1/GBL, a private company limited by shares incorporated in the Republic of Mauritius;

1.2.53 “Ivy Lane IBMR Consideration Claim” means the consideration payable by Platmin to Ivy Lane, pursuant to the delegation of the Ivy Lane IBMR Consideration Claim to Platmin in terms of the Loan Creation Consolidation Agreement, being R2,702,976,863.00 (two billion seven hundred and two million nine hundred and seventy six thousand eight hundred and sixty three Rand), outstanding on loan account in favour of Ivy Lane pursuant to the sale by it of its shares in, and its claims on loan account against (other than the claim on loan account which Ivy Lane has against IBMR in respect of 49.9% of the Guaranteed Amounts), IBMR to PPM in terms of the Loan Creation Consolidation Agreement;

1.2.54 “Ivy Lane IBMR Consideration Shares” means such number of Platmin Shares which will constitute 13.515% of Platmin‘s issued share capital on the Effective Date (on the assumption that the Additional BBKT IBMR Consideration Shares will have been issued on the Effective Date). If such number of Platmin Shares constitutes a fraction, then the number of Platmin Shares shall be rounded up to the nearest whole number;

1.2.55 “Ivy Lane IBMR Consideration Shares Subscription Price” means an amount, in Rands, equal to the Ivy Lane IBMR Consideration Claim;

1.2.56 “Ivy Lane LLTI Consideration Claim” means the consideration payable by Platmin to Ivy Lane, pursuant to the delegation of the Ivy Lane LLTI Consideration Claim to Platmin in terms of the Loan Creation Consolidation Agreement, being R49,295,310.60 (forty nine million two hundred and ninety five thousand three hundred and ten Rand and sixty cents), outstanding on loan account in favour of Ivy Lane pursuant to the sale by it of its shares in, and claims on loan account against, LLTI to West Dunes in terms of the Loan Creation Consolidation Agreement;

1.2.57 “Ivy Lane LLTI Consideration Shares” means such number of Platmin Shares which will constitute 0.246% of Platmin‘s issued share capital on the Effective Date (on the assumption that the Additional BBKT IBMR Consideration Shares

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will have been issued on the Effective Date). If such number of Platmin Shares constitutes a fraction, then the number of Platmin Shares shall be rounded up to the nearest whole number;

1.2.58 “Ivy Lane LLTI Consideration Shares Subscription Price” means an amount, in Rands, equal to the Ivy Lane LLTI Consideration Claim;

1.2.59 “Ivy Lane PIC Consideration Claim” means the consideration payable by Platmin to Ivy Lane, pursuant to the delegation of the Ivy Lane PiC Consideration Claim to Platmin in terms of the Loan Creation Consolidation Agreement, being R2.526,138,098.50 (two billion five hundred and twenty six million one hundred and thirty eight thousand and ninety eight Rand and fifty cents), outstanding on loan account in favour Ivy Lane pursuant to the sale and cession by it of its shares in, and claims on loan account against, PIC to Luxco in terms of the Loan Creation Consolidation Agreement;

1.2.60 “Ivy Lane PIC Consideration Shares” means such number of Platmin Shares which will constitute 12.631% of Platmin‘s issued share capital on the Effective Date (on the assumption that the Additional BBKT IBMR Consideration Shares will have been issued on the Effective Date). If such number of Platmin Shares constitutes a fraction, then the number of Platmin Shares shall be rounded up to the nearest whole number;

1.2.61 “Ivy Lane PIC Consideration Shares Subscription Price” means an amount, in Rands, equal to the Ivy Lane PIC Consideration Claim;

1.2.62 “Law” means any and all domestic or foreign federal, national, state, provincial, territorial or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, principle of common law, code, rule, regulation, notice, order, injunction, judgment, decree, ruling or other similar requirement enacted, made, issued, adopted, promulgated, implemented or otherwise applied by a Governmental Authority, and the term “applicable” with respect to such Laws and in a context that refers to one or more parties, means such Laws as are binding upon or applicable to such party or its assets;

1.2.63 “Lexshell” means Lexshell 38 General Trading (Pty) Ltd, Registration No. 2006/017942/07, a limited liability private company duly incorporated in the Republic of South Africa;

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1.2.64 “LLTI” means Newshelf 1101 (Pty) Ltd, Registration No. 2010/018827/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.65 “LLTI Shareholders’ Agreement” means the shareholders agreement entered into between Platmin, West Dunes, LLTI, BBKT, Ivy Lane, IBMR and PPM on 22 March 2011;

1.2.66 “Loan Creation Consolidation Agreement” means the consolidation agreement entered into or to be entered into between Luxco, Platmin, BBKT, IBMR, Ivy Lane, BPJV, PIC, RPM, Clidet, Lexshell, Richtrau, Boynton, LLTI, PPM, West Dunes, Guernsey SPV and the Escrow Agent, pursuant to which, inter alia, the claims which are to be ceded and made over to Platmin in terms of clause 5 below are created;

1.2.67 “Luxco” means Orkid S.a r.l., Registration No. B 167 777, a limited liability private company duly incorporated in Luxembourg;

1.2.68 “Magazynskraal” means the farm Magazynskraal 3 JQ;

1.2.69 “Mine” when used as a verb, shall bear the meaning ascribed thereto in section 1 of the New Act, and “Mining” and “Mined” shall have a corresponding meaning;

1.2.70 “Mphalele” means Mphalele as contemplated in Annexure C;

1.2.71 “MPRDA” means the Minerals and Petroleum Resources Development Act No. 28 of 2002 and all regulations promulgated thereunder;

1.2.72 “Ore” means that part of the mineralised horizon that can be economically extracted. It includes amounts of non-mineralised material that are in direct contact with the mineralised portion and which must, of necessity due to the Mining method, also be removed in order to win the mineralisation;

1.2.73 “Pallinghurst Cayman” means Pallinghurst (Cayman) GP L.P., a limited partnership duly established under the laws of the Cayman Islands;

1.2.74 “Panel” means the Takeover Regulation Panel established by section 196 of the Companies Act;

1.2.75 “Parties” means collectively Luxco, Platmin, IBMR, Ivy Lane, BBKT, BPJV, PIC, RPM, Clidet, Lexshell, Richtrau, Platmin SA, LLTI, PPM, West Dunes,

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Pallinghurst Cayman, Guernsey SPV and references to a “Party” shall be to any of the aforegoing individually, as the context may require;

1.2.76 “Party‘s Group” means in relation to each Party:

1.2.76.1 any Subsidiary of that Party;

1.2.76.2 any Holding Company of that Party; and

1.2.76.3 any Subsidiary of that Party‘s Holding Company;

1.2.77 “PGNIs” means platinum, palladium, rhodium, ruthenium, iridium and osmium in the UG2 Reef and Merensky Reef and the metals and minerals mineralogically associated therewith together with any such metals and minerals which may be extracted from the normal mining of the first-mentioned minerals;

1.2.78 “PIC” means Pallinghurst Investor Consortium (Pty) Ltd, Registration No. 2007/030604/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.79 “Platmin” means Platmin Limited, Registration No. 54400, a limited liability company duly incorporated in Guernsey;

1.2.80 “Platmin SA” means Platmin South Africa (Pty) Ltd, Registration No. 2000/002572/07, a limited liability private company duly incorporated in the Republic of South Africa, formerly Boynton Investments (Pty) Ltd;

1.2.81 “Platmin Shares” means ordinary shares of no par value in the capital of Platmin;

1.2.82 “PPM” means Pilanesberg Platinum Mines (Pty) Ltd, Registration No. 2002/015572/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.83 “PPM Mining Area” means Portion 3 of the farm Rooderand 46 JQ; Remaining extent of Portion 1, Portion 2, Portion 3, Portion 4, Portion 6, Portion 9, Portion 13 and Portion 15 of the farm Ruighoek 169 JP; the farm Tuschenkomst 135 JP; Portion 1 and the Remaining Extent of the farm Witkleifontein 136 JP; a portion of Portion 1 the farm Rooderand 46 JQ; and a portion of the farm Wilgespruit 2 JQ;

1.2.84 “PPM Mining Right” means the mining right with DMR reference number NW30/5/1/2/2/320MR granted to PPM in terms of section 23(1) of the MPRDA

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and executed on 14 February 2008 under protocol number 18/2008 over the PPM Mining Area;

1.2.85 “Prospecting Rights Documents” means documentation, including official legal and geological documentation, relating to the Cyferkujl Prospecting Rights and the Zandspruit Prospecting Right and the area covered by the Cyferkujl Prospecting Rights and the Zandspruit Prospecting Right;

1.2.86 “Rands” means South African Rands;

1.2.87 “Richtrau” means Richtrau No 123 (Pty) Ltd, Registration No. 2006/017346/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.88 “Richtrau Area” means Magazynskraal, being the area covered by the Richtrau Rights;

1.2.89 “Richtrau Prospecting Rights” means the prospecting rights, with DMR file reference numbers NW30/5/1/1/2/1680PR and NW30/5/1/1/2/1334PR respectively, held by Richtrau over the Richtrau Area;

1.2.90 “Richtrau Rights” means the Richtrau Prospecting Rights, together with the applications lodged or to be lodged for a mining right pursuant to the Richtrau Prospecting Rights for PGMs in respect of the Richtrau Area and, upon the grant of such mining right, the mining right for PGMs held by Richtrau in respect of the Richtrau Area;

1.2.91 “Richtrau Shareholders* Agreement” means the shareholders agreement entered into between BBKT, RPM, Lexshell and Richtrau on 14 November 2006;

1.2.92 “RPM” means Rustenburg Platinum Mines Limited, Registration No. 1931/003380/06, a limited liability public company duly incorporated in the Republic of South Africa;

1.2.93 “RPM Consideration Shares” means such number of Platmin Shares which will constitute 6.573% of Platmin‘s issued share capital on the Effective Date(on the assumption that the Additional BBKT IBMR Consideration Shares will have been issued on the Effective Date). If such number of Platmin Shares constitutes a fraction, then the number of Platmin Shares shall be rounded up to the nearest whole number;

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1.2.94 “RPNI Consideration Shares Subscription Price” means an amount, in Rands, equal to the RPM Richtrau Consideration Claim;

1.2.95 “RPNI Richtrau Consideration Claim” means the consideration payable by Platmin to RPM, pursuant to the delegation of the RPM Richtrau Consideration Claim to Platmin in terms of the Loan Creation Consolidation Agreement, being R1,314,568,607.30 (one billion three hundred and fourteen million five hundred and sixty eight thousand six hundred and seven Rand and thirty cents), outstanding on loan account in favour of RPM pursuant to the repurchase by Richtrau of the shares held by RPM in Richtrau‘s issued share capital in terms of the Loan Creation Consolidation Agreement;

1.2.96 “Second Closing Date” shall bear the meaning ascribed thereto in the Loan Creation Consolidation Agreement;

1.2.97 “Signature Date” means the date of the signature of this Agreement by the last Party to do so;

1.2.98 “Subsidiary” means subsidiary as defined in the Companies Act and references to a “Subsidiary” shall not be limited to entities incorporated under the Companies Act and in respect any company of which BBKT holds more than 50% (fifty percent) of the issued share capital “Subsidiary” means such company provided that for purposes of the warranties given by Platmin to RPM in terms of clause 10.1 below any reference to “Subsidiary” or “Subsidiaries” shall be deemed to exclude Richtrau;

1.2.99 “Suspensive Condition” means the suspensive condition referred to in clause 3.1;

1.2.100 “Tax” includes, but is not limited to, income tax, capital gains tax, pay as you earn, regional service council levies, value added tax and any duty or levy (including any penalty or interest) imposed by any law administered by:

1.2.100.1 the South African Revenue Service or any other any other authority entitled to administer taxes in the Republic of South Africa in respect of entities which are liable to pay tax in the Republic of South Africa;

1.2.100.2 any authority entitled to administer taxes in the Bailiwick of Guernsey in respect of entities which are liable to pay tax in the Bailiwick of Guernsey;

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1.2.100.3 any authority entitled to administer taxes in Cyprus in respect of entities which are liable to pay tax in Cyprus;

1.2.100.4 any authority entitled to administer taxes in respect of entities which are liable to pay tax in Mauritius;

1.2.100.5 any authority entitled to administer taxes in Luxembourg in respect of entities which are liable to pay tax in Luxembourg; and

1.2.100.6 any authority entitled to administer taxes in any other jurisdiction in respect of entities which are liable to pay tax in such jurisdiction;

1.2.101 “Transaction Agreements” means this Agreement, the Contractor Agreement, the Loan Creation Consolidation Agreement, the IDC Subscription Agreement, the Investec Platmin Agreement, the Investec Luxco Agreement and the Investec Ivy Lane Agreement;

1.2.102 “VAT” means value added tax as may be levied in terms of the VAT Act;

1.2.103 “VAT Act” means the Value-Added Tax Act, 1991;

1.2.104 “West Dunes” means West Dunes Properties 115 (Pty) Ltd (Registration No. 2004/010211/07), a limited liability private company duly incorporated in the Republic of South Africa; and

1.2.105 “Zandspruit Prospecting Right” means the prospecting right description: NW 30/5/1/1/2/1284 PR granted by the DMR in favour of RPM in respect of the Remaining Extent and Portion 2 of the farm Zandspruit 168 JP;

1.3 any reference to an enactment is to that enactment as at the Signature Date and as amended or re-enacted from time to time and includes any subordinate legislation made from time to time under such enactment;

1.4 if any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of the Agreement;

1.5 when any number of days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day is not a Business Day, in which case the last day shall be the next succeeding Business Day;

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1.6 if any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that that term has not been defined in this interpretation clause;

1.7 the expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this;

1.8 the rule of construction that a contract shall be interpreted against the Party responsible for the drafting or preparation of the contract, shall not apply;

1.9 any reference in this Agreement to a Party shall include a reference to that Party‘s assigns expressly permitted under this Agreement and, if such Party is liquidated or sequestrated, be applicable also to and binding upon that Party‘s liquidator or trustee, as the case may be;

1.10 any reference to an agreement includes a reference to that agreement and its annexures, as may be amended, supplemented, varied or novated from time to time;

1.11 the words “include”, “including” and “in particular” shall be construed as being by way of example or emphasis only and shall not be construed, nor shall they take effect, as limiting the generality of any preceding word/s;

1.12 the words “other” and “otherwise” shall not be construed eiusdem generis with any preceding words where a wider construction is possible; and

1.13 whenever a person is required to act as an “Expert” in terms of this Agreement, then:

1.13.1 the Expert shall act as an “expert and not as an arbitrator”;

1.13.2 subject to any express provision to the contrary, the Expert shall determine:

1.13.2.1 the quantum of his charges, which quantum shall be paid on demand, in the amounts and manner determined by the Expert; and

1.13.2.2 which of the relevant Parties to the matter referred to the Expert (collectively the “Concerned Parties” and separately and individually a “Concerned Party”) is liable to pay his charges and, if more than 1 (one) Concerned Party is so liable, in what proportions the obligation to make payment of his charges is to be split between the Concerned Parties;

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1.13.3 the Expert shall be entitled to determine such methods and processes as he may, in his sole discretion, deem appropriate in the circumstances;

1.13.4 the Expert shall consult with the Concerned Parties (provided that the extent of the Expert‘s consultation shall be in his sole discretion) prior to rendering a determination. The Expert shall afford the Concerned Parties the opportunity to make such written, or at its discretion, oral representations as the Concerned Parties wish, subject to such reasonable time and other limits as the Expert may prescribe and the Expert shall have regard to any such representations but not be bound by them;

1.13.5 the Concerned Parties shall fully co-operate with the Expert and do all such things as may be necessary to assist the Expert with his determination;

1.13.6 having regard to the sensitivity of any confidential information, the Expert shall be entitled to take advice from any person considered by him to have expert knowledge with reference to the matter in question;

1.13.7 having considered the Concerned Parties’ respective representations as contemplated in clause 1.13.4, the Expert shall make his determination in as short a time as is reasonably possible in the circumstances;

1.13.8 the Expert‘s determination will (in the absence of manifest error) be final and binding on the Concerned Parties;

1.13.9 there shall be one Expert, who shall be:

1.13.9.1 for any matter relating to the valuation of the Cyferkujl Prospecting Rights and the Zandspruit Prospecting Rights in clause 16 of this Agreement: SRK Consulting (South Africa) (Proprietary) Limited, registration number 1995/012890/07, a limited liability private company duly incorporated in the Republic of South Africa (“SRK Consulting”), or, if SRK Consulting does not accept the mandate within 45 (forty five) Business Days of the matter being referred to it, Venmyn Rand (Pty) Ltd (Registration No. 1988/004918/07) trading as “Venmyn” (“Venmyn”) or, if Venmyn does not accept the mandate within 45 (forty five) Business Days of the matter being referred to it, such independent mining engineer as may be agreed in writing between the Concerned Parties, or failing agreement within 10 (ten) Business Days from the date upon which Venmyn fails to accept the mandate, appointed (at the instance of any

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Concerned Party) by the South African Institute of Mining and Metallurgy, who shall act as an expert and not as an arbitrator; or

1.13.9.2 for any matter other than a valuation of the Cyferkujl Prospecting Rights and the Zandspruit Prospecting Rights in clause 16 of this Agreement: such corporate finance division of any independent and reputable merchant bank as may be agreed between the Concerned Parties, or failing agreement within 10 (ten) Business Days from the date of a request by either of them for such agreement, appointed by the Executive President for the time being of the South African Institute of Chartered Accountants. If that person fails or refuses to make the aforesaid appointment, any Concerned Party may approach the High Court of South Africa to make such an appointment. To the extent necessary, the Parties agree that the High Court is expressly empowered to make such appointment.

2. ESCROW AGENT

2.1 The Parties jointly agree to designate and appoint the Escrow Agent as escrow agent to hold the original share certificates deposited by Platmin with it on the Signature Date in terms of clause 2.5 below in escrow.

2.2 On receipt of written confirmation from Ivy Lane, RPM, BBKT and Platmin that the Suspensive Conditions have been fulfilled or waived, as the case may be, the Escrow Agent shall:

2.2.1 on the Effective Date, date the original share certificate deposited with it in respect of the Ivy Lane PIC Consideration Shares with the Effective Date and release such share certificate to Ivy Lane on behalf of Platmin in accordance with the provisions of clause 5.1.1;

2.2.2 on the Effective Date, date the original share certificate deposited with it in respect of the BBKT BPJV Consideration Shares with the Effective Date and release such share certificate to BBKT on behalf of Platmin in accordance with the provisions of clause 5.1.2;

2.2.3 on the Effective Date, date the original share certificate deposited with it in respect of the BBKT Lexshell Consideration Shares with the Effective Date and release such share certificate to BBKT on behalf of Platmin in accordance with the provisions of clause 5.1.3;

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2.2.4 on the Effective Date, date the original share certificate deposited with it in respect of the RPM Consideration Shares with the Effective Date and release same to RPM on behalf of Platmin in accordance with the provisions of clause 5.1.4;

2.2.5 on the Effective Date, date the original share certificate deposited with it in respect of the Initial BBKT IBMR Consideration Shares with the Effective Date and release such share certificate to BBKT on behalf of Platmin in accordance with the provisions of clause 5.1.5;

2.2.6 on the Effective Date, date the original share certificate deposited with it in respect of the Ivy Lane IBMR Consideration Shares with the Effective Date and release such share certificate to Ivy Lane on behalf of Platmin in accordance with the provisions of clause 5.1.6;

2.2.7 on the Effective Date, date the original share certificate deposited with it in respect of the Ivy Lane LLTI Consideration Shares with the Effective Date and release such share certificate to Ivy Lane on behalf of Platmin in accordance with the provisions of clause 5.1.7; and

2.2.8 on the Effective Date, date the original share certificate deposited with it in respect of the BBKT LLTI Consideration Shares with the Effective Date and release such share certificate to BBKT on behalf of Platmin in accordance with the provisions of clause 5.1.8.

2.3 On receipt of written confirmation from Platmin, BBKT and PPM that the BBKT IBMR Effective Date has occurred, the Escrow Agent shall, on the Second Closing Date, date the original share certificate deposited with it in respect of the Additional BBKT IBMR Consideration Shares with the Second Closing Date and release such share certificate to BBKT in accordance with the provisions of clause 5.2.

2.4 The Escrow Agent accepts such designation and appointment in accordance with and limited to the terms and conditions of clauses 2.1, 2.2, 2.3, 2.5, 2.6, 2.7, 19 and 25 whereby it agrees to be bound.

2.5 On the Signature Date, Platmin shall deliver to the Escrow Agent all of the original share certificates contemplated in clauses 5.1 and 5.2 duly signed and complying all respects with the relevant company laws applicable to Platmin but undated.

2.6 The Escrow Agent

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2.6.1 shall have no duties or responsibilities except as expressly set forth in clause 2.1 and shall have no obligations, responsibilities or liability arising under any other agreement to which the Escrow Agent is not a party, even though reference to such other agreement may be made in this Agreement;

2.6.2 is not and shall not be deemed to be a trustee for any Party to this Agreement for any purpose and is merely acting in an administrative capacity with the limited duties described in this Agreement;

2.6.3 shall be entitled to rely upon any enforceable judgement delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein. The Escrow Agent may act in reliance upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof, has been duly authorised to do so; and

2.6.4 and the other Parties agree that Ivy Lane, BBKT and RPM may jointly, by written notice to the Escrow Agent, at any time, remove the Escrow Agent as the escrow agent in terms of this Agreement, and substitute any other firm of attorneys (acceptable to all of the Parties, acting reasonably) for the Escrow Agent, in which event, upon receipt of written notice thereof, the Escrow Agent shall deliver to such substituted escrow agent the original share certificates deposited with it on the Signature Date in terms of clause 2.5, and the Escrow Agent shall thereafter be discharged from any and all further liability or responsibility in terms of this Agreement.

2.7 Each Party hereby indemnifies the Escrow Agent from, and holds it harmless against, any (without limitation) claims by or debts to any person, and loss, liability or expense of whatsoever nature incurred or suffered by it arising out of or in connection with the administration contemplated in clauses  2.1 to 2.6, including the full costs and expenses of legal counsel so long as such claims, debts, loss, liability or expense are not the result of the negligence or reckless or wilful misconduct of the Escrow Agent Insofar as any such claims, debts, loss, liability or expense would otherwise be owed to one or more of the Parties, such Parties hereby waive their rights in respect of such claims, debts, loss, liability or expense.

2.8 Upon the date upon which:

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2.8.1 the last of the Suspensive Conditions fulfilled or waived, as the case may be, Ivy Lane, BBKT, RPM and Platmin shall be obliged to send the written confirmation contemplated in clause 2.2 to the Escrow Agent; and

2.8.2 the BBKT IBMR Effective Date occurs Platmin, BBKT and PPM shall be obliged to send the written confirmation contemplated in clause 2.3 to the Escrow Agent.

3. SUSPENSIVE CONDITIONS

3.1 The whole of this Agreement, other than the Preamble and the provisions of clauses  1, 2, this clause 3, clause 16.2, 16.3 and clauses 19 to 30 (both inclusive), which shall be of immediate force and effect on the Signature Date, is subject to the fulfilment of the Suspensive Conditions, that by no later than 15 December 2013:

3.1.1 all of the suspensive conditions to the Loan Creation Consolidation Agreement have been fulfilled save for any condition/s contained therein requiring this Agreement to have been entered into and/or becoming unconditional; and

3.1.2 the Loan Creation Consolidation Agreement has been implemented save for the implementation of the BBKT IBMR Share Sale Step and the payment by PPM to Ivy Lane and BBKT of the Guaranteed Amounts.

3.2 Forthwith after the Signature Date, the Parties shall use their respective reasonable endeavours and co-operate in good faith to procure the fulfilment of the Suspensive Conditions, to the extent that it is within their power to do so, as expeditiously as reasonably possible.

3.3 The Suspensive Conditions have been inserted for the benefit of all the Parties, who will be entitled to waive fulfilment of same (or part thereof) by written agreement prior to the expiry of the time period set out in clause 3.1 (or extended in accordance with clause 3.4).

3.4 Unless the Suspensive Conditions have been fulfilled or waived by not later than the date for fulfilment thereof set out in clause 3.1 (or such later date or dates as may be agreed in writing between the Parties before the aforesaid date or dates), the provisions of this Agreement save for clause 1, 2, this clause 3, and clauses 19 to 30 (both inclusive) which will remain of full force and effect, will never become of any force or effect and the status quo ante will be restored as near as may be possible and none of the Parties will have any claim against any other in terms hereof or arising from the failure of the Suspensive Conditions, save for any claims arising from a breach of clause 3.2 and/or any prior breach of any of the provisions of this Agreement which became effective prior to the Effective Date.

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4. SUBSCRIPTIONS

4.1 On the Effective Date:

4.1.1 Ivy Lane hereby subscribes for the Ivy Lane PIC Consideration Shares at the Ivy Lane PIC Consideration Shares Subscription Price;

4.1.2 BBKT hereby subscribes for the BBKT BPJV Consideration Shares at the BBKT BPJV Consideration Shares Subscription Price;

4.1.3 BBKT hereby subscribes for the BBKT Lexshell Consideration Shares at the BBKT Lexshell Consideration Shares Subscription Price;

4.1.4 RPM hereby subscribes for the RPM Consideration Shares, at the RPM Consideration Shares Subscription Price;

4.1.5 BBKT hereby subscribes for the Initial BBKT IBMR Consideration Shares, at the Initial BBKT IBMR Consideration Shares Subscription Price;

4.1.6 Ivy Lane hereby subscribes for the Ivy Lane IBMR Consideration Shares at the Ivy Lane IBMR Consideration Shares Subscription Price;

4.1.7 Ivy Lane hereby subscribes for the Ivy Lane LLTl Consideration Shares at the Ivy Lane LLTl Consideration Shares Subscription Price; and

4.1.8 BBKT hereby subscribes for the BBKT LLTl Consideration Shares at the BBKT LLTl Consideration Shares Subscription Price.

4.2 On the Second Closing Date, BBKT hereby subscribes for the Additional BBKT IBMR Consideration Shares, at the Additional BBKT IBMR Consideration Shares Subscription Price.

5. DISCHARGE BY THE RELEVANT SUBSCRIBER OF THE RELEVANT SUBSCRIPTION PRICE AND ISSUE OF THE RELEVANT SUBSCRIPTION SHARES

5.1 On the Effective Date:

5.1.1 the Ivy Lane PIC Consideration Shares Subscription Price shall be discharged by Platmin‘s obligation to pay the Ivy Lane PIC Consideration Claim to Ivy Lane being set-off against Ivy Lane‘s obligation to pay the Ivy Lane PIC Consideration Shares Subscription Price to Platmin and pursuant thereto Platmin shall issue (and, for the avoidance of doubt, Platmin shall be obliged to so issue) to Ivy Lane the Ivy Lane PIC Consideration Shares, and in this regard

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at the Closing Venue the Escrow Agent, for and on behalf of Platmin shall deliver to Ivy Lane: an original share certificate reflecting Ivy Lane as the registered owner of the Ivy Lane PIC Consideration Shares and a copy of Platmin‘s share register reflecting Ivy Lane as the registered owner of the Ivy Lane PIC Consideration Shares;

5.1.2 the BBKT BPJV Consideration Shares Subscription Price shall be discharged by Platmin‘s obligation to pay the BBKT BPJV Consideration Claim to BBKT being set-off against BBKT‘s obligation to pay the BBKT BPJV Consideration Shares Subscription Price to Platmin and pursuant thereto Platmin shall issue (and, for the avoidance of doubt, Platmin shall be obliged to so issue) to BBKT the BBKT BPJV Consideration Shares, and in this regard at the Closing Venue the Escrow Agent, for and on behalf of Platmin shall deliver to BBKT: an original share certificate reflecting BBKT as the registered owner of the BBKT BPJV Consideration Shares and a copy of Platmin‘s share register reflecting BBKT as the registered owner of the BBKT BPJV Consideration Shares;

5.1.3 the BBKT Lexshell Consideration Shares Subscription Price shall be discharged by Platmin‘s obligation to pay the BBKT Lexshell Consideration Claim to BBKT being set-off against BBKT‘s obligation to pay the BBKT Lexshell Consideration Shares Subscription Price to Platmin and pursuant thereto Platmin shall issue (and, for the avoidance of doubt, Platmin shall be obliged to so issue) to BBKT the BBKT Lexshell Consideration Shares, and in this regard at the Closing Venue the Escrow Agent, for and on behalf of Platmin shall deliver to BBKT: an original share certificate reflecting BBKT as the registered owner of the BBKT Lexshell Consideration Shares and a copy of Platmin‘s share register reflecting BBKT as the registered owner of the BBKT Lexshell Consideration Shares;

5.1.4 the RPM Consideration Shares Subscription Price shall be discharged by Platmin‘s obligation to pay the RPM Richtrau Consideration Claim to RPM being set-off against RPM‘s obligation to pay the RPM Consideration Shares Subscription Price to Platmin and pursuant thereto Platmin shall issue (and, for the avoidance of doubt, Platmin shall be obliged to so issue) to RPM the RPM Consideration Shares, and in this regard at the Closing Venue the Escrow Agent, for and on behalf of Platmin shall deliver to RPM: an original share certificate reflecting RPM as the registered owner of the RPM Consideration Shares and a copy of Platmin‘s share register reflecting RPM as the registered owner of the RPM Consideration Shares;

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5.1.5 the Initial BBKT IBMR Consideration Shares Subscription Price shad be discharged by Platmin‘s obligation to pay the BBKT IBMR Procurement Consideration Claim to BBKT being set-off against BBKT‘s obligation to pay the Initial BBKT IBMR Consideration Shares Subscription Price to Platmin and pursuant thereto Platmin shall issue (and, for the avoidance of doubt, Platmin shall be obliged to so issue) to BBKT the Initial BBKT IBMR Consideration Shares, and in this regard at the Closing Venue the Escrow Agent, for and on behalf of Platmin shall deliver to BBKT: an original share certificate reflecting BBKT as the registered owner of the Initial BBKT IBMR Consideration Shares and a copy of Platmin‘s share register reflecting BBKT as the registered owner of the Initial BBKT IBMR Consideration Shares;

5.1.6 the Ivy Lane IBMR Consideration Shares Subscription Price shall be discharged by Platmin‘s obligation to pay the Ivy Lane IBMR Consideration Claim to Ivy Lane being set-off against Ivy Lane‘s obligation to pay the Ivy Lane IBMR Consideration Shares Subscription Price to Platmin and pursuant thereto Platmin shall issue (and, for the avoidance of doubt, Platmin shall be obliged to so issue) to Ivy Lane the Ivy Lane IBMR Consideration Shares, and in this regard at the Closing Venue the Escrow Agent, for and on behalf of Platmin shall deliver to Ivy Lane: an original share certificate reflecting Ivy Lane as the registered owner of the Ivy Lane IBMR Consideration Shares and a copy of Platmin‘s share register reflecting Ivy Lane as the registered owner of the Ivy Lane IBMR Consideration Shares;

5.1.7 the Ivy Lane LLTI Consideration Shares Subscription Price shall be discharged by Platmin‘s obligation to pay the Ivy Lane LLTI Consideration Claim to Ivy Lane being set-off against Ivy Lane‘s obligation to pay the Ivy Lane LLTI Consideration Shares Subscription Price to Platmin and pursuant thereto Platmin shall issue (and, for the avoidance of doubt, Platmin shall be obliged to so issue) to Ivy Lane the Ivy Lane LLTI Consideration Shares, and in this regard at the Closing Venue the Escrow Agent, for and on behalf of Platmin shall deliver to Ivy Lane: an original share certificate reflecting Ivy Lane as the registered owner of the Ivy Lane LLTI Consideration Shares and a copy of Platmin‘s share register reflecting Ivy Lane as the registered owner of the Ivy Lane LLTI Consideration Shares; and

5.1.8 the BBKT LLTI Consideration Shares Subscription Price shall be discharged by Platmin‘s obligation to pay the BBKT LLTI Consideration Claim to BBKT being set-off against BBKT‘s obligation to pay the BBKT LLTI Consideration Shares Subscription Price to Platmin and pursuant thereto Platmin shall issue (and, for

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the avoidance of doubt, Platmin shall be obliged to so issue) to BBKT the BBKT LLTI Consideration Shares, and in this regard at the Closing Venue the Escrow Agent, for and on behalf of Platmin shall deliver to BBKT: an original share certificate reflecting BBKT as the registered owner of the BBKT LLTI Consideration Shares and a copy of Platmin‘s share register reflecting BBKT as the registered owner of the BBKT LLTI Consideration Shares.

5.2 On the Second Closing Date, the Additional BBKT IBMR Consideration Shares Subscription Price shall be discharged by Platmin‘s obligation to pay the BBKT IBMR Shares and Claims Consideration Claim to BBKT being set-off against BBKT‘s obligation to pay the Additional BBKT IBMR Consideration Shares Subscription Price to Platmin and pursuant thereto Platmin shall issue (and, for the avoidance of doubt, Platmin shall be obliged to so issue) to BBKT the Additional BBKT IBMR Consideration Shares, and in this regard at the Closing Venue the Escrow Agent, for and on behalf of Platmin shall deliver to BBKT: an original share certificate reflecting BBKT as the registered owner of the Additional BBKT IBMR Consideration Shares and a copy of Platmin‘s share register reflecting BBKT as the registered owner of the Additional BBKT IBMR Consideration Shares.

5.3 The table in ANNEXURE A reflects the shareholding in Platmin after the implementation of clause 5.1 (on the assumption that the Additional BBKT IBMR Consideration Shares will have been issued on the Effective Date) and before the issue of Platmin Shares to the Industrial Development Corporation of South Africa Limited in terms of the IDC Subscription Agreement.

6. TERMS AND CONDITIONS OF THE CONSIDERATION CLAIMS

The terms and conditions of the Ivy Lane PIC Consideration Claim, the BBKT BPJV Consideration Claim, the BBKT Lexshell Consideration Claim, the RPM Richtrau Consideration Claim, the Ivy Lane IBMR Consideration Claim, the BBKT IBMR Procurement Consideration Claim and the BBKT IBMR Shares and Claims Consideration Claim, the Ivy Lane LLTI Consideration Claim and the BBKT LLTI Consideration Claim shall be those set out in the Loan Creation Consolidation Agreement.

7. RPM‘S RIGHT TO APPOINT A MEMBER TO THE INVESTMENT COMMITTEE OF PLATMIN

7.1 Subject to clause 7.6, the board of directors of Platmin hereby irrevocably and unconditionally undertakes to use its reasonable endeavours to procure that by not later than the 90th Business Day after the Closing Day (as defined in the IDC Subscription Agreement) a sub-committee is constituted as an advisory sub-committee in order to make recommendations (on a non binding basis) to Platmin as to, inter alia, material exploitation, exploration, development, mining and/or prospecting (and matters ancillary to the aforesaid exploitation, exploration, development, mining and/or prospecting) in South Africa and all

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technical, financial (including receiving and evaluating budgets in respect of the aforesaid matters) and social issues in relation thereto.

7.2 The sub-committee shall meet (whether by telephone, video conference or otherwise) no less frequently than on a monthly basis to discuss, review and make recommendations to Platmin, but shall otherwise be entitled to determine the time, manner and agenda for its meetings.

7.3 RPM shall be entitled, on written notice, to nominate, appoint, remove or replace 1 (one) member of the sub-committee, who shall have one vote in respect of its proposed recommendations provided that such member shall not have any votes in relation to how the Subscription Amount (as defined in the IDC Subscription Agreement) should be utilised. The aforesaid steering committee shall have as many members as Platmin considers necessary from time to time.

7.4 All recommendations of the sub-committee shall be determined by simple majority.

7.5 Platmin and RPM shall be entitled (but not obliged) to appoint an observer to attend and speak (but not to vote) at any meeting of the sub-committee, and for that purpose to be given due notice of all meetings of the sub-committee and copies of all minutes of such meetings.

7.6 Notwithstanding clauses  7.1 to 7.5 above (both inclusive), if RPM Disposes of 50% (fifty percent) or more of the RPM Consideration Shares, then in such circumstances clauses  7.1 to 7.5 above (both inclusive) shall not apply.

8. RPM‘S RIGHT TO APPOINT A MEMBER TO THE IPO STEERING COMMITTEE

8.1 It is recorded that Platmin is considering an initial public offering of Platmin Shares and the listing of such Platmin Shares on a securities exchange; in implementing this:

8.1.1 Platmin and the IDC will, as soon as is reasonably practicable after the Issuance (as defined in the IDC Subscription Agreement), form a steering committee to oversee the overall initial public offering and the listing of the Platmin Shares on a securities exchange; and

8.1.2 RPM will be entitled to have representation at such steering committee.

8.2 The steering committee will prepare all of the required and necessary documentation for the undertaking of the initial public offering of the Platmin Shares and their listing in a securities exchange, and RPM‘s representatives shall be furnished with any and all such required and necessary documentation prepared for this purpose within a reasonable period, who shall be

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entitled to comment thereon. Platmin shall, in good faith, consider all comments made by RPM in relation to such documentation. RPM hereby undertakes in favour of Platmin to also act in good faith in the aforesaid process.

8.3 Subject to applicable law and/or urgent timing requirements, neither RPM nor Platmin shall make any public announcements of any nature whatsoever in respect of or in connection with the initial public offering without affording the other sufficient time to consider and comment on the contents of such public announcement.

9. RELEVANT WARRANTIES

9.1 Platmin hereby warrants to:

9.1.1 Ivy Lane that the percentage which each of the Ivy Lane PIC Consideration Shares, the Ivy Lane IBMR Consideration Shares and the Ivy Lane LLTI Consideration Shares constitutes of Platmin‘s entire issued share capital, once issued, on the Effective Date will be not less than the percentages in respect thereof set out in ANNEXURE A (on the assumption that the Additional BBKT IBMR Consideration Shares will have been issued on the Effective Date) before the issue of Platmin Shares to the Industrial Development Corporation of South Africa Limited in terms of the IDC Subscription Agreement;

9.1.2 RPM that the percentage which RPM Consideration Shares constitutes of Platmin‘s entire issued share capital, once issued, on the Effective Date will be not less than the percentage in respect thereof set out in Annexure A (on the assumption that the Additional BBKT IBMR Consideration Shares will have been issued on the Effective Date) before the issue of Platmin Shares to the Industrial Development Corporation of South Africa Limited in terms of the IDC Subscription Agreement;

9.1.3 BBKT that the percentage which:

9.1.3.1 each of the BBKT BPJV Consideration Shares, the BBKT Lexshell Consideration Shares, the Initial BBKT IBMR Consideration Shares and the BBKT LLTI Consideration Shares constitutes of Platmin‘s entire issued share capital, once issued, on the Effective Date will be not less than the percentage in respect thereof set out in ANNEXURE A (on the assumption that the Additional BBKT IBMR Consideration Shares will have been issued on the Effective Date) before the

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issue of Platmin Shares to the Industrial Development Corporation of South Africa Limited in terms of the IDC Subscription Agreement; and

9.1.3.2 the Additional BBKT IBMR Consideration Shares constitutes of Platmin‘s entire issued share capital, once issued, on the Second Closing Date will be not less than the percentage in respect thereof set out in ANNEXURE A (on the assumption that the Additional BBKT IBMR Consideration Shares will have been issued on the Effective Date) before the issue of Platmin Shares to the Industrial Development Corporation of South Africa Limited in terms of the IDC Subscription Agreement.

9.2 Platmin undertakes and warrants to Ivy Lane, BBKT and RPM that, for the Interim Period:

9.2.1 Platmin will not:

9.2.1.1 declare or pay or make any Distributions;

9.2.1.2 Dispose of or enter into any agreement to Dispose of any assets in excess of R50,000,000.00 (fifty million Rand) in the aggregate other than in the ordinary course of business;

9.2.1.3 acquire or enter into any agreement to acquire any assets in excess of R50,000,000.00 (fifty million Rand) in the aggregate other than in the ordinary course of business;

9.2.1.4 incur or agree to incur any liabilities in excess of R50.000.000.00 (fifty million Rand) in the aggregate other than in the ordinary course of business;

9.2.1.5 incur or agree to incur any expenditure in excess of R50,000,000.00 (fifty million Rand) in the aggregate other than in the ordinary course of business; or

9.2.1.6 save for the Transaction Agreements, enter into any material contract other than in the ordinary course of business; and

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9.2.2 Platmin will notify Ivy Lane, BBKT and RPM in writing as soon as practicable after it becomes aware of any proposed shareholder resolution other than any shareholder resolution required for the execution and/or implementation of this Agreement The aforesaid notification shall include the content of the relevant shareholder resolution.

9.3 PPM undertakes and warrants to Ivy Lane, BBKT and RPM that, for the Interim Period:

9.3.1 PPM will not

9.3.1.1 declare or pay or make any Distributions;

9.3.1.2 Dispose of or enter into any agreement to Dispose of any assets in excess of R40,000,000.00 (forty million Rand) in the aggregate other than in the ordinary course of business;

9.3.1.3 acquire or enter into any agreement to acquire any assets in excess of R40,000,000.00 (forty million Rand) in the aggregate other than in the ordinary course of business;

9.3.1.4 incur or agree to incur any liabilities in excess of R40,000,000.00 (forty million Rand) in the aggregate other than in the ordinary course of business;

9.3.1.5 incur or agree to incur any expenditure in excess of R40,000,000.00 (forty million Rand) in the aggregate other than in the ordinary course of business; or

9.3.1.6 save for the Transaction Agreements, enter into any material contract other than in the ordinary course of business; and

9.3.2 PPM will:

9.3.2.1 carry on its business in the ordinary and regular course; and

9.3.2.2 maintain the PPM Mining Right and comply with all legislation in relation thereto;

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9.3.2.3 notify Ivy Lane, BBKT and RPM in writing as soon as practicable after it becomes aware of any proposed shareholder resolution other than any shareholder resolution required for the execution and/or implementation of this Agreement. The aforesaid notification shall include the content of the relevant shareholder resolution.

9.4 PPM hereby gives Ivy Lane, BBKT and RPM the following warranties on the Effective Date:

9.4.1 PPM is the sole beneficial owner and registered holder of the PPM Mining Right and the PPM Mining Right is valid and enforceable in accordance with its terms;

9.4.2 PPM is not involved in any material litigation or material dispute of any nature whatever nor is there any fact, matter or circumstance which may give rise to any such material litigation or material dispute [where the liability which arises as a result thereof will exceed R50,000,000.00 (fifty million Rand)];

9.4.3 PPM is not liable to pay any penalty or interest in connection with any claim for any Tax;

9.4.4 PPM is not subject to any liability as a result of the reopening of any tax assessment;

9.4.5 PPM is registered for Tax;

9.4.6 PPM has withheld all Taxes which it is liable to withhold and has paid such Taxes to the South African Revenue Service or other appropriate authorities;

9.4.7 PPM is registered as a VAT vendor in terms of the VAT Act; and

9.4.8 PPM has not been and is not party to any transaction, operation or scheme of the nature referred to in Sections 80A to 80L or Section 103(1) of the Income Tax Act, 1962 or Section 73 of the VAT Act.

9.5 Platmin hereby gives Ivy Lane the following warranties in respect of the Ivy Lane PIC Consideration Shares, the Ivy Lane IBMR Consideration Shares and the Ivy Lane LLTI Consideration Shares, on the Effective Date:

9.5.1 there will be sufficient shares in the authorised share capital of Platmin to implement the issue of the Ivy Lane PIC Consideration Shares, the Ivy Lane IBMR Consideration Shares and the Ivy Lane LLTI Consideration Shares and,

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subject to compliance by Ivy Lane with its obligations in clause 5, those shares shall be validly issued as fully paid-up shares;

9.5.2 no person will have any right, including any option or right of first refusal, to purchase (or otherwise acquire, save as contemplated in the Ivy Lane Investec Agreement) the Ivy Lane PIC Consideration Shares, the Ivy Lane IBMR Consideration Shares or the Ivy Lane LLTI Consideration Shares;

9.5.3 none of the Ivy Lane PIC Consideration Shares, the Ivy Lane IBMR Consideration Shares or the Ivy Lane LLTI Consideration Shares is subject to any pledge or cession or other right of security or encumbrance in favour of any third party; and

9.5.4 no person has any right whatsoever (whether pursuant to an option, right of first refusal or otherwise) to subscribe for any unissued shares in Platmin, save as contemplated in the Transaction Agreements and/or in the ordinary course of business.

9.6 Platmin hereby gives BBKT the following warranties in respect of the BBKT BPJV Consideration Shares, the BBKT Lexshell Consideration Shares, the Initial BBKT IBMR Consideration Shares and the BBKT LLTI Consideration Shares on the Effective Date:

9.6.1 there will be sufficient shares in the authorised share capital of Platmin to implement the issue of the BBKT BPJV Consideration Shares, the BBKT Lexshell Consideration Shares, the Initial BBKT IBMR Consideration Shares and the BBKT LLTI Consideration Shares and, subject to compliance by BBKT with its obligations in clause 5, those shares shall be validly issued and fully paid-up shares;

9.6.2 no person will have any right, including any option or right of first refusal, to purchase (or otherwise acquire) the BBKT BPJV Consideration Shares, the BBKT Lexshell Consideration Shares, the Initial BBKT IBMR Consideration Shares or the BBKT LLTI Consideration Shares;

9.6.3 none of the BBKT BPJV Consideration Shares, the BBKT Lexshell Consideration Shares, the Initial BBKT IBMR Consideration Shares or the BBKT LLTI Consideration Shares is subject to any pledge or cession or other right of security or encumbrance in favour of any third party; and

9.6.4 no person has any right whatsoever (whether pursuant to an option, right of first refusal or otherwise) to subscribe for any unissued shares in Platmin, save as

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contemplated in the Transaction Agreements and/or in the ordinary course of business.

9.7 Platmin hereby gives RPM the following warranties in respect of the RPM Consideration Shares on the Effective Date:

9.7.1 there will be sufficient shares in the authorised share capital of Platmin to implement the issue of the RPM Consideration Shares and, subject to compliance by RPM with its obligations in clause 5, those shares shall be validly issued and fully paid-up shares;

9.7.2 no person will have any right, including any option or right of first refusal, to purchase (or otherwise acquire) the RPM Consideration Shares;

9.7.3 none of the RPM Consideration Shares are subject to any pledge or cession or other right of security or encumbrance in favour of any third party; and

9.7.4 no person has any right whatsoever (whether pursuant to an option, right of first refusal or otherwise) to subscribe for any unissued shares in Platmin, save as contemplated in the Transaction Agreements and/or in the ordinary course of business.

9.8 Platmin hereby warrants to RPM that with effect from the Effective Date RPM shall be entitled to appoint 1 (one) director to the board of directors of Platmin and the number of directors on the board of directors of Platmin (including RPM‘s appointee pursuant to the provisions of this clause) shall not exceed 15 (fifteen).

9.9 Platmin hereby gives BBKT the following warranties in respect of the Additional BBKT IBMR Consideration Shares on the Second Closing Date:

9.9.1 there will be sufficient shares in the authorised share capital of Platmin to implement the issue of the Additional BBKT IBMR Consideration Shares and, subject to compliance by BBKT with its obligations in clause 5, those shares shall be validly issued and fully paid-up shares;

9.9.2 no person will have any right, including any option or right of first refusal, to purchase (or otherwise acquire) the Additional BBKT IBMR Consideration Shares; and

9.9.3 none of the Additional BBKT IBMR Consideration Shares is subject to any pledge or cession or other right of security or encumbrance in favour of any third party.

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10. PLATMIN IRPM ADDITIONAL WARRANTIES

10.1 In addition to the warranties given by Platmin to RPM elsewhere in this Agreement, Platmin hereby gives the following warranties to RPM:

Registration of Platmin and its Subsidiaries

10.1.1 As at the Effective Date:

10.1.1.1 Platmin is a limited liability company, duly incorporated and registered in the Bailiwick of Guernsey; and

10.1.1.2 no steps have been taken or are contemplated for the deregistration of Platmin.

Records, accounts and financial statements

10.1.2 As at the Effective Date the constitutional records of Platmin and, to the best of Platmin‘s knowledge and belief and after having made diligent enquiries, its Subsidiaries, are correct in all material respects and include all material amendments thereto to date, and all such amendments were made in accordance with the applicable Laws.

Shares held by Platmin

10.1.3 On the Effective Date, pursuant to the implementation of the Consolidation Agreements:

10.1.3.1 Platmin and/or its wholly-owned Subsidiaries will hold all of the issued shares in Platmin SA;

10.1.3.2 Platmin SA and/or a wholly-owned Subsidiary of Platmin will hold the entire issued shares in PPM;

10.1.3.3 PPM and/or a wholly-owned Subsidiary of the Company holds -

10.1.3.3.1 all of the issued shares in LLTI;

10.1.3.3.2 all of the issued shares in Richtrau;

10.1.3.3.3 shares constituting 49.9% of all of the issued shares in IBMR.

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PPM

10.1.4 As at the Effective Date, PPM holds the PPM Mining Right.

IBMR

10.1.5 As at the Effective Date, IBMR holds the IBMR Mining Right.

10.1.6 The mining rights held by each of IBMR and PPM shall hereinafter be referred to as the “Mining Rights”.

Platmin SA

10.1.7 As at the Signature Date, Platmin holds mining and prospecting rights, whether directly or indirectly and in the proportions set out in Annexure C over what is referred to as the “Eastern Limb Assets”.

Prospecting Rights

10.1.8 As at the Effective Date, in relation to the material prospecting and/or mining rights held by Platmin (whether directly or indirectly and in the proportions set out in Annexure Cat the Effective Date, comprising Grootboom and Mphalele (“Mining/Prospecting Rights”), Platmin warrants to the best of its knowledge and belief and after having made all reasonable enquiries -

10.1.8.1 Platmin SA is either the sole or joint beneficial holder (as defined in the MPRDA) of the Mining/Prospecting Rights for the purposes of the MPRDA; and

10.1.8.2 the Mining/Prospecting Rights have been registered at the Minerals and Petroleum Titles Registration Office.

10.1.9 As at the Effective Date save as otherwise contemplated in the course of the implementation of this Agreement and the Loan Creation Consolidation Agreement (the “Consolidation”), no application to transfer any right or interest in the Mining/Prospecting Rights has been made to the Minister of Mineral Resources under section 11 of the MPRDA.

10.1.10 As at the Signature Date, no notice has been received by Platmin and/or Platmin SA of the intention of any authority to expropriate the properties or any portions thereof nor is Platmin and/or Platmin SA aware of any intention to expropriate the properties over which the Mining/Prospecting Rights have been granted (“Properties”) by any such authority.

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Mining Rights

10.1.11 As at the Effective Date, PPM and IBMR are the sole and beneficial holders (as defined in the MPRDA) of the Mining Rights for the purposes of the MPRDA.

10.1.12 As at the Effective Date save as otherwise contemplated in the course of the Consolidation, no application to transfer any right or interest in the Mining Rights has been made to the Minister of Mineral Resources under section 11 of the MPRDA.

10.1.13 On the Signature Date, no notice has been received by PPM and/or IBMR of the intention of any authority to expropriate the properties or any portions thereof nor are PPM and/or IBMR aware of any intention to expropriate the Properties or any portions thereof by any such authority.

10.2 In addition to the warranties given by RPM to Platmin elsewhere in this Agreement, RPM hereby gives the following warranties to Platmin, Platmin SA and Richtrau:

Registration of Richtrau

10.2.1 As at the Effective Date:

10.2.1.1 Richtrau is a private company, duly incorporated and registered in the Republic of South Africa; and

10.2.1.2 no steps have been taken or are contemplated for the deregistration of Richtrau.

Records, accounts and financial statements

10.2.2 As at the Effective Date the constitutional records of Richtrau are correct in all material respects and include all material amendments thereto to date, and all such amendments were made in accordance with the applicable Laws.

Richtrau

10.2.3 As at the Effective Date, Richtrau holds the Richtrau Rights.

Prospecting Rights

10.2.4 As at the Effective Date, in relation to the Richtrau Prospecting Rights, RPM warrants to the best of its knowledge and belief and after having made all reasonable enquiries as follows -

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10.2.4.1 Richtrau is the sole registered and beneficial holder (as defined in the MPRDA) of the Richtrau Prospecting Rights for the purposes of the MP RD A; and

10.2.4.2 the Richtrau Prospecting Rights have been registered at the Minerals and Petroleum Titles Registration Office.

10.2.5 As at the Effective Date save as otherwise contemplated in the course of the Consolidation, no application to transfer any right or interest in the Richtrau Prospecting Rights has been made to the Minister of Mineral Resources under section 11 of the MPRDA.

10.2.6 As at the Signature Date, no notice has been received by Richtrau of the intention of any authority to expropriate the properties or any portions thereof nor is RPM aware of any intention to expropriate the Richtrau Prospecting Properties by any such authority.

11. POTENTIAL ADJUSTMENT

11.1 If after the Effective Date and the implementation of the IDC Subscription Agreement and prior to the Second Effective Date, Platmin intends:

11.1.1 issuing any Platmin Shares pursuant to a rights issue;

11.1.2 issuing any Platmin Shares pursuant to a capitalisation issue;

11.1.3 sub-dividing or consolidating any of its Platmin Shares; or

11.1.4 taking any other action in respect of its share capital,

which will as direct result thereof reduce the percentage which the Additional BBKT IBMR Consideration Shares, once issued, constitutes of Platmin‘s issued share capital below the percentage which the Additional BBKT IBMR Consideration Shares, once issued, would have constituted of Platmin‘s issued share capital had such action not been taken then immediately before Platmin implements any such action, it shall deliver a written notice (the “Adjustment Notice”) to BBKT informing it of: (a) the relevant action which Platmin intends undertaking; (b) the percentage (or percentage range) by which the Additional BBKT IBMR Consideration Shares, once issued, will be reduced as a result of the implementation of such action; and (c) the mechanism in terms of which Platmin makes an offer to BBKT, which, if accepted by BBKT, will increase the percentage which the Additional BBKT IBMR

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Consideration Shares, once issued, to the percentage which such Platmin Shares would have constituted of Platmin‘s issued share capital had such action not been taken.

11.2 If BBKT wishes to dispute any aspect of the Adjustment Notice, then it shall by not later than 5 (five) Business Days after the receipt thereof send a written dispute notice setting out the particular aspects of the Adjustment Notice which it wishes to dispute and its allegations in relation thereto (the “Dispute Notice”) to Platmin, failing which BBKT shall be deemed to have accepted the content of the Adjustment Notice and, in particular, the mechanism in terms of which Platmin will increase the percentage which the Additional BBKT IBMR Consideration Shares, once issued, to the percentage which such shares would have constituted of Platmin‘s issued share capital had the relevant action contemplated in clauses 11.1.1 to 11.1.4 not been taken.

11.3 If BBKT timeously delivers the Dispute Notice to Platmin, then BBKT and Platmin shall meet with one another by not later than the 5^th (fifth) Business Days after the receipt by Platmin of the Dispute Notice in order to attempt to resolve the issues set out in the dispute notice by not later than the 5^th (fifth) Business Days after they so meet If BBKT and Platmin do not meet with one another as aforesaid or do meet with one another as aforesaid but fail to resolve the issues disputed in the Dispute Notice within the prescribed time period, then either of them shall be entitled to refer such dispute to an Expert for determination.

12. TERMINATION OF AGREEMENTS

12.1 Termination of the BPJV Shareholders’ Agreement

12.1.1 It is hereby agreed by the parties to the BPJV Shareholders’ Agreement (the “BPJV Parties”) that, subject to the implementation of the transactions set out in clause 5.1, the BPJV Shareholders’ Agreement is terminated by mutual consent with effect from the Effective Date, and the BPJV Shareholders’ Agreement shall cease to be of any further force or effect from that date.

12.1.2 The BPJV Parties agree that, with effect from the Effective Date, none of them shall have any rights or obligations in terms of the BPJV Shareholders’ Agreement and none of them shall have any claims of whatsoever nature and howsoever arising out of, pursuant to or in connection with the BPJV Shareholders’ Agreement.

12.2 Termination of the Richtrau Shareholders’ Agreement

12.2.1 It is hereby agreed by the parties to the Richtrau Shareholders’ Agreement (the “Richtrau Parties”) that, subject to the implementation of the transactions set out in clause 5.1, the Richtrau Shareholders’ Agreement is terminated by

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12.2.2 mutual consent with effect from the Effective Date and the Richtrau Shareholders’ Agreement shall cease to be of any further force or effect from that date, unless and until such time that the Richtrau Shareholders’ Agreement is reinstated in accordance with the provisions of clause 12.2.4.

12.2.3 Subject to clause 12.2.4, the Richtrau Parties agree that, with effect from the Effective Date, none of them shall have any rights or obligations in terms of the Richtrau Shareholders’ Agreement and none of them shall have any claims of whatsoever nature and howsoever arising out of, pursuant to or in connection with the Richtrau Shareholders’ Agreement.

12.2.4 Platmin warrants to and in favour of RPM that during the period between the Effective Date and either the date on which the put option expires in terms of clause 17, or the date on which RPM exercises its put option in terms of clause 17 (as the case may be), Platmin shall procure that Richtrau conducts business in the ordinary course and that no act or omission will take place or occur which will prejudice Richtrau or any purchaser of the shares in Richtrau and for this reason Platmin shall ensure that Richtrau does not, inter alia, acquire or dispose of any assets in excess of R3 000 000.00 (three million Rand) or incur any actual or contingent liabilities in excess of R3 000 000.00 (three million Rand) during that period, save in the ordinary course of business.

12.2.5 If:

(a) the suspensive conditions contained in the I DC Subscription Agreement have not been fulfilled or waived, by not later than the 6th (sixth) month anniversary of the Effective Date; and

(b) RPM exercises its put option in terms of clause 17,

then the Parties to this Agreement who are shareholders in Richtrau at the time in question hereby agree that the Richtrau Shareholders’ Agreement shall be automatically reinstated on the date on which RPM exercises its put option in terms of clause 17 and the status quo ante will be restored as near as may be possible, acting reasonably.

12.3 Termination of the IBMR Shareholders’ Agreement

12.3.1 It is hereby agreed by the parties to the IBMR Shareholders’ Agreement (the “IBMR Parties”) that, subject to the implementation of the transactions set out in clause 5.1, the IBMR Shareholders’ Agreement is terminated by mutual

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consent with effect from the Effective Date and the IBMR Shareholders’ Agreement shall cease to be of any further force or effect from that date.

12.3.2 The IBMR Parties agree that, with effect from the Effective Date, none of them shall have any rights or obligations in terms of the IBMR Shareholders’ Agreement and none of them shall have any claims of whatsoever nature and howsoever arising out of, pursuant to or in connection with the IBMR Shareholders’ Agreement.

12.4 Termination of the LLTI Shareholders’ Agreement

12.4.1 It is hereby agreed by the parties to the LLTI Shareholders’ Agreement (the  “LLTI Parties”) that, subject to the implementation of the transactions set out in clause 5.1, the LLTI Shareholders’ Agreement is terminated by mutual consent with effect from the Effective Date and the LLTI Shareholders’ Agreement shall cease to be of any further force or effect from that date.

12.4.2 The LLTI Parties agree that, with effect from the Effective Date, none of them shall have any rights or obligations in terms of the LLTI Shareholders’ Agreement and none of them shall have any claims of whatsoever nature and howsoever arising out of, pursuant to or in connection with the LLTI Shareholders’ Agreement.

13. RPM‘S RIGHTS IN RESPECT OF CONCENTRATE

13.1 Subject to the remaining provisions of this clause 13, once Mining commences on Magazynskraal and PPM is able to determine the planned specifications of that portion of the Concentrate produced pursuant to the Ore Mined from Magazynskraal (the “Magazynskraal Concentrate”), including in relation to quality, quantity and timing of deliveries, PPM shall provide a notice to RPM to commence negotiations on the terms of the Magazynskraal Concentrate sale by PPM to RPM. RPM and PPM shall negotiate in good faith such market related terms for a period of 90 (ninety) days from the said notice; provided that in the event that agreement cannot be reached within such 90 (ninety) day period notwithstanding that RPM has negotiated in good faith, then RPM shall have the right within a further 90 (ninety) days to put the terms of such Magazynskraal Concentrate sale to PPM on the terms set out in ANNEXURE B hereto (the “Magazynskraal Concentrate Agreement”); provided further that should RPM not put such terms to PPM within the said 90 (ninety) day period, PPM shall not be entitled to sell, exchange, realise, transfer, alienate or donate the Magazynskraal Concentrate, unless:

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13.1.1 PPM has first offered such Magazynskraal Concentrate to RPM on the same terms offered by or to a third party; and

13.1.2 RPM has rejected the offer in clause 13.1.1 or not accepted it within a period of 90 (ninety) days after the offer was made to RPM, in which event PPM shall within a period of 30 (thirty) days after the end of the said 90 (ninety) day period be entitled to sell to such third party but only on the material terms offered to RPM, failing which the provisions of this clause 13.1 shall revive.

13.2 Notwithstanding anything to the contrary contained in this Agreement or any other agreement between, inter alia, RPM and PPM, the provisions of the Magazynskraal Concentrate Agreement shall only become effective if all of the suspensive conditions contained in such agreement are fulfilled in accordance with their terms.

14. RPM‘S RIGHTS IN RELATION TO THE GOVERNANCE OF PLATMIN

For so long as RPM is the beneficial and registered holder of at least 2.5% of Platmin‘s issued share capital, unless RPM has consented thereto (which consent shall not be unreasonably withheld) in writing, then:

14.1 Platmin shall not enter into any agreement with any company which is a member of Platmin‘s Party‘s Group on terms and conditions which are not arm‘s length terms and conditions; and

14.2 Platmin shall not dispose of assets which constitute, by value, the majority of its assets (on a consolidated basis) to any third party unless RPM has prior to such disposal received a written notice from Platmin requesting it to match the offer by such third party and by not later than the 20^th (twentieth) Business Day after the delivery by Platmin of such written notice RPM has failed to match such offer on an unconditional basis.

14.3 This clause 14 shall cease to be of any further force or effect once: (a) the board of directors of Platmin resolves to list Platmin Shares on a recognised stock exchange; and (b) the key documents in respect of such listing have been approved by the board of directors of Platmin.

15. PARTIES’ RELATIONSHIP

15.1 If any third party (“Potential Buyer”) submits a: (a) written expression of interest to a Party, which expression of interest contemplates a suggested percentage of Platmin Shares to be purchased from such Party and a suggested price for such Platmin Shares; or (b) [written] offer to purchase Platmin Shares from a Party, (“Proposed  Transaction”), then such Party (the “Receiving Party”) shall:

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15.1.1 advise any Potential Buyer of the other Parties’, who are shareholders in Platmin, (the “Other Parties”) potential interest in disposing of their Platmin Shares and shall facilitate, in good faith, the introduction of the Other Parties to any such Potential Buyer, provided that such Potential Buyer wishes to engage with the Other Parties and that the Other Parties agree to give appropriate confidentiality undertakings; and

15.1.2 to the extent that such Potential Buyer wishes to engage with the Other Parties and the Other Parties have given appropriate confidentiality undertakings contemplated in clause 15.1.1, the Receiving Party shall co-operate fully with and consult with the Other Parties, in good faith, including promptly providing the Other Parties with any formal offers received by it and which pertain to the Proposed Transaction.

15.2 To the extent that the Other Parties engage with the Potential Buyer, as contemplated in clause 15.1, each such Party hereby undertakes to keep the Receiving Party promptly informed of any formal offers received by it and which pertain to the Proposed Transaction.

15.3 In respect of clauses 15.1 and 15.2, no Party shall interfere with or prejudice the implementation and/or conclusion of a transaction between the Potential Buyer and any Party.

15.4 If any Party breaches any provisions of this clause 15 then such Party hereby indemnifies the other Parties from any claims, losses, damages or liabilities which such other Parties may suffer or incur as a result of such breach.

15.5 This clause 15 shall cease to be of any further force or effect once: (a) the board of directors of Platmin take a decision to list Platmin Shares on a recognised stock exchange; and (b) the key documents in respect of such listing have been approved by the board of directors of Platmin.

16. SALE

16.1 The Parties hereby record and agree that subject to the remaining provisions of this clause 16, Platmin and/or a Platmin Subsidiary nominated by Platmin (the “Relevant Platmin Entity/ies”) hereby acquires the Cyferkujl Prospecting Rights and the Zandspruit Prospecting Rights from RPM (the “Relevant Prospecting Rights”.)

16.2 Prior to acquiring the Relevant Prospecting Rights from RPM, Platmin wishes to conduct a comprehensive legal, technical and financial due diligence investigation (the “Due Diligence”) of the Relevant Prospecting Rights. In order to enable Platmin to do so RPM hereby undertakes that, subject to Platmin signing an appropriate confidentiality undertaking,

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RPM shall provide Platmin and/or any of its advisors with all information and documentation requested by Platmin in respect of the Relevant Prospecting Rights as soon as is reasonably possible after it has been requested to do so, and in this regard it is agreed that Platmin will request all material information or documentation in respect of the Relevant Prospecting Rights and RPM shall provide same to the extent that it is within its possession or can be reasonably obtained by RPM.

16.3 By no later than 3 (three) months after the Signature Date, Platmin and RPM shall meet and negotiate with one another in good faith in order to attempt to agree upon: (i) the fair value of the Relevant Prospecting Rights; and (ii) the fair value of the Platmin Shares. If Platmin and RPM are unable to agree either of the aforementioned values within 6 months of the Signature Date, then either Platmin or RPM shall be entitled to refer the dispute in respect of the relevant values to the relevant Expert contemplated in clause 1.13.9 who shall independently determine the fair value of the Relevant Prospecting Rights or the fair value of the Platmin Shares (as the case may be) in accordance with clause 1.13. RPM and Platmin agree that if any of the Suspensive Conditions fail or this Agreement becomes effective and RPM exercises its put option in clause 17, then in such circumstances, RPM shall reimburse Platmin for all of its costs incurred in relation to this clause 16, up to a maximum of R5,000,000 (five million rand).

16.4 On finalisation of the determination of the fair value of the Relevant Prospecting Rights and the fair value of the Platmin Shares Platmin and RPM shall enter into a binding sale agreement (the “Sale Agreement”), wherein Platmin will discharge the price payable by Platmin to RPM for the Relevant Prospecting Rights (being the fair value thereof) by either:

16.4.1 issuing such number of Platmin Shares to RPM the fair value of which equates to the fair value of the Relevant Prospecting Rights; or

16.4.2 making a cash payment to RPM of an amount equal to the fair value of the Relevant Prospecting Rights.

16.5 Furthermore, the Sale Agreement shall contain customary warranties in a transaction of this nature which shall be given on the date of entering into, the Sale Agreement, the date of implementation of the Sale Agreement and at all times in between the aforementioned dates and shall include, without limitation:

16.5.1 the seller is the holder of the Relevant Prospecting Rights and the owner of the Prospecting Right Documents;

16.5.2 the seller will be entitled and able to give free and unencumbered title in the Relevant Prospecting Rights to the purchaser;

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16.5.3 no person has any right whatsoever (whether pursuant to any option, right of first refusal or otherwise) to acquire the Relevant Prospecting Rights;

16.5.4 the Relevant Prospecting Rights are valid and enforceable in accordance with their terms;

16.5.5 the seller is not aware of any pending or threatened claims by third parties including any governmental authority for anything done or not done with respect to the Relevant Prospecting Rights;

16.5.6 the Relevant Prospecting Rights are in good standing and the seller is not aware (having made all reasonable enquiries) not should be aware of any situation, event or circumstance which has or might effect the standing or registration of the Relevant Prospecting Rights;

16.5.7 that there are no environmental claims or any other claims of whatsoever nature outstanding or pending which may, in any way, affect the Relevant Prospecting Rights in their validity or in any other manner; and

16.5.8 the seller has disclosed to the purchase all facts and circumstances material to the transaction contemplated in the Sale Agreement and which would be material or will be reasonably likely to be material to any purchaser of the Relevant Prospecting Rights in a transaction of the nature of the Sale Agreement

16.6 In addition the Sale Agreement shall:

16.6.1 provide, inter alia, that if any of the warranties given to the purchaser are breached before the Sale Agreement is implemented then the seller shall be obliged to immediately disclose such breach to the purchaser and the purchaser shall be entitled (without prejudice to any other remedy available to it at law) to cancel the Sale Agreement;

16.6.2 be subject to a suspensive condition/s that all relevant approvals required by law or regulation to give effect thereto are obtained within a reasonable time. Platmin and RPM undertake in favour of one another to use their reasonable endeavours and undertake to do all things, perform all such actions and take all such steps and to procure the doing of all such things, the performance of all such actions and the taking of all such steps as may be open to them and necessary for or incidental to expediting any regulatory approval process and obtaining any relevant regulatory approvals;

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16.6.3 be subject to the suspensive conditions that:

16.6.3.1 either: (a) RPM has irrevocably and unconditionally waived its rights under clause 17; or (b) the put option in clause 17 has lapsed; and

16.6.3.2 the Suspensive Conditions have been fulfilled and this Agreement has been implemented in accordance with its terms;

16.6.4 contain terms and conditions which are customary in agreements of such nature;

16.6.5 contain a liability cap equal to the purchase price paid by the Relevant Platmin Entity/ies in respect of the Relevant Prospecting Rights in the context of any warranty breaches (in aggregate) by RPM;

16.6.6 contain a provision to the effect that the Relevant Platmin Entity/ies shall not have any warranty claims against RPM in respect of matters which are within its knowledge. The relevant Parties agree that if matters which could amount to a warranty breach by RPM are brought to the attention of the Expert, such matters must be taken account of when determining the purchase price in respect of the Relevant Prospecting Rights, and this must be a term of the Expert‘s mandate; and

16.6.7 the Relevant Platmin Entity/ies shall not be entitled to pursue any warranty claim against RPM unless the warranty claim exceeds R1,000,000 (one million rand).

17. RPM PUT OPTION

17.1 If by not later than the 6 (six) month anniversary (the “Trigger Date”) of the Effective Date, the IDC Subscription Agreement has not been implemented, then provided that RPM has not Disposed of any RPM Consideration Shares prior to completing the transactions contemplated in this clause 17, Platmin hereby grants RPM an option to sell all (but not only part) of its RPM Consideration Shares to Platmin.

17.2 If the IDC Subscription Agreement has not been implemented by the Trigger Date then Platmin shall, within 10 (ten) Business Days of the Trigger Date give RPM written notice thereof (“Put Notice”) and should RPM wish to exercise the option contemplated in clause 17.1 then it shall, with within 10 (ten) Business Days of receiving the Put Notice, furnish a written notice to Platmin stating that it wishes to do so and Platmin shall, subject to Guernsey law ensure the passing the requisite board resolution and all of the Parties to this Agreement who are shareholders in Platmin at such juncture undertake to vote in favour of

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any shareholder approvals required in respect thereof. The purchase price payable by Platmin to RPM for the Platmin Shares so repurchased shall be discharged by Platmin procuring that Richtrau issues to RPM shares in Richtrau which constitute 20% of Richtrau‘s issued share capital, following the implementation of such issue. If the number of Richtrau shares comprising the aforesaid 20% of Richtrau‘s issued share capital constitutes a fraction, then the number of number of Richtrau shares so issued shall be rounded up to the nearest whole number. If this aforesaid repurchase is implemented then RPM shall be placed in the same position as it was under the Richtrau Shareholders’ Agreement and the Richtrau Shareholders’ Agreement shall be reinstated in accordance with clause 12.2.4 .

17.3 RPM shall only be entitled to exercise its rights under this clause 17 until such time as the board of directors of Platmin takes a decision to list Platmin Shares on a recognised stock exchange and the key documents in respect of such listing have been approved by the board of directors of Platmin.

17.4 RPM hereby undertakes in favour of Platmin and Richtrau to forthwith, upon written demand received by it from Platmin and/or Richtrau, re-imburse Platmin and Richtrau (in cash by way of direct electronic funds transfer, without set-off, deduction or withholding of any nature whatsoever, into bank accounts nominated by Platmin and Richtrau in writing) for all Taxes, incurred by Platmin and Richtrau pursuant to:

17.4.1 the repurchase by Platmin of the RPM‘s Platmin Shares in terms of this clause 17; and

17.4.2 the issuance by Richtrau to RPM of Richtrau Shares in terms of this clause 17.

18. WARRANTIES GENERAL

18.1 No warranties or representations, express or implied or tacit, whether by law, contract or otherwise and whether it induced the contract or not, which are not set forth in this Agreement shall be binding on any Party, and the Parties hereby irrevocably waive any right (common law or otherwise) that they may have to rely thereon.

18.2 To the extent that shares and/or loan accounts are acquired pursuant to this Agreement, same are acquired voetstoots, subject to all latent and patent defects attaching thereto as at the relevant date.

18.3 Each of the Parties hereby warrant to and in favour of the other Parties that:

18.3.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement;

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18.3.2 this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms; and

18.3.3 the execution of this Agreement and the performance of its obligations hereunder does not and shall not:

18.3.3.1 contravene any law or regulation to which it is subject;

18.3.3.2 contravene any provision of its constitutional documents; or

18.3.3.3 conflict with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it.

18.4 Each warranty and undertaking in this Agreement:

18.4.1 is a separate warranty and undertaking and will in no way be limited or restricted by reference to or inference from the terms of any other warranty or undertaking or by any other words in this Agreement;

18.4.2 shall continue and remain in force notwithstanding the completion of the transactions contemplated in this Agreement; and

18.4.3 be deemed to be material and to be a material representation inducing the recipient to enter into this Agreement.

18.5 It is recorded that the Parties have entered into this Agreement on the strength of the warranties and undertakings that they have received and on the basis that such warranties and undertakings will, unless otherwise specifically stated, be correct on the relevant date/s.

19. CONFIDENTIALITY AND PUBLICITY

19.1 Any information obtained by any Party in terms, or arising from the implementation of this Agreement shall be treated as confidential by the Parties and shall not be used, divulged or permitted to be divulged to any person not being a Party to this Agreement, without the prior written consent of the other Parties save that:

19.1.1 each Party shall be entitled to disclose such information to its employees, and to its directors, shareholders, professional advisors and funders who have a need to know and who have been directed by the disclosing Party to keep such

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information confidential and have undertaken to keep such information confidential;

19.1.2 Platmin and/or any of its Subsidiaries and/or its or their advisors shall be entitled to disclose such information (as well as any other information) to the Industrial Development Corporation of South Africa Limited and/or their advisors as well as any persons who require such information for purposes of:

19.1.2.1 fulfilling any of the conditions to the IDC Subscription Agreement; and/or

19.1.2.2 an initial public offering by Platmin of Platmin Shares and/or the listing of Platmin Shares on any recognised stock exchange, provided that before revealing such information to any such persons, Platmin and/or any of its Subsidiaries and/or its or their advisors undertake to procure that the persons are aware of the confidential nature of the information being made available to them;

19.1.3 each Party shall be entitled to disclose any information which is required to be furnished by law or regulation or by existing contract as at the Signature Date or by any stock exchange; and

19.1.4 no Party shall be precluded from using or divulging such information in order to pursue any legal remedy available to it

19.2 In the event that a Party is required to disclose information as contemplated in clause 19.1.3, such Party will:

19.2.1 advise any Party/ies in respect of whom such information relates (the “Relevant Party/ies”) in writing prior to disclosure, if possible;

19.2.2 take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can;

19.2.3 afford the Relevant Party/ies a reasonable opportunity, if possible, to intervene in the proceedings;

19.2.4 comply with the Relevant Party/ies’ reasonable requests as to the manner and terms of such disclosure; and

19.2.5 notify the Relevant Party/ies of the recipient of, and the form and extent of, any such disclosure or announcement immediately after it was made.

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19.3 The Parties and the Escrow Agent hereby agree that for purposes of this clause 19 a reference to “Party” or “Parties” includes the Escrow Agent.

20. ARBITRATION PROCEDURES

20.1 Unless provided for to the contrary in this Agreement, a dispute which arises in regard to:

20.1.1 the interpretation of;

20.1.2 the carrying into effect of;

20.1.3 any of the Parties’ rights and obligations arising from;

20.1.4 the termination or purported termination of or arising from the termination of; or

20.1.5 the rectification or proposed rectification of this Agreement, or out of or pursuant to this Agreement or on any matter which in terms of this Agreement requires agreement by the Parties, (other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction),

shall be submitted to and decided by arbitration.

20.2 That arbitration shall be held:

20.2.1 with only the Parties and their representatives present thereat; and

20.2.2 at Sandton, South Africa.

20.3 It is the intention that the arbitration shall, where possible, be held and concluded in 21 (twenty one) Business Days after it has been demanded.

20.4 Save as expressly provided in this Agreement to the contrary, the arbitration shall be subject to the arbitration legislation for the time being in force in South Africa.

20.5 There shall be 1 (one) arbitrator who shall, if the question in issue is:

20.5.1 primarily an accounting matter, an independent chartered accountant with not less than 10 (ten) years’ experience as a chartered accountant;

20.5.2 primarily a legal matter, a practising senior counsel or, alternatively, a practising attorney of not less than 15 (fifteen) years’ experience as an attorney; or

20.5.3 any other matter, a suitably qualified person.

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20.6 The appointment of the arbitrator shall be agreed upon by the Parties in writing or, failing agreement by the Parties within 10 (ten) Business Days after the arbitration has been demanded, at the request of any of the Parties shall be nominated by the Chairman for the time being of the Arbitration Foundation of South Africa (or its successor body in title) (“AFSA”). If that person fails or refuses to make the nomination, any Party may approach the High Court of South Africa to make such an appointment To the extent necessary, the court is expressly empowered to do so.

20.7 The Parties shall keep the evidence in the arbitration proceedings and any order made by any arbitrator confidential unless otherwise contemplated herein.

20.8 The arbitrator shall be obliged to give his award in writing fully supported by reasons.

20.9 The provisions of this clause are severable from the rest of this Agreement and shall remain in effect even if this Agreement is terminated for any reason.

20.10 The arbitrator shall have the power to give default judgment if any Party fails to make submissions on due date and/or fails to appear at the arbitration, which judgment the arbitrator shall be entitled to rescind on good cause shown in terms of the legal principles applicable to rescission of judgments.

21. GOVERNING LAW

21.1 This Agreement is governed by, and all disputes, claims, controversies, or disagreements of whatever nature arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, termination or enforceability shall be resolved in accordance with the laws of South Africa.

21.2 Notwithstanding anything to the contrary contained in clause 20, any Party shall be entitled to apply for any interdict (or any other matter that cannot be resolved pursuant to clause 20) to be heard by any competent court having jurisdiction.

22. CO-OPERATION AND GOOD FAITH

Each of the Parties undertakes to exhibit the utmost good faith to the others in giving effect to the terms of this Agreement and hereby undertake to:

22.1 do, and to procure the doing by other persons, and to refrain and procure that other persons will refrain from doing, all such acts; and

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22.2 pass, and to procure the passing of all such resolutions of directors or shareholders of any company,

to the extent that the same may depend on such Party as may be required to give effect to the import or intent of this Agreement.

23. BREACH AND INDIVISIBILITY

23.1 If a Party (the “Defaulting Party”) commits any breach of this Agreement and fails to remedy such breach within 10 (ten) Business Days, (the “Notice Period”) of written notice requiring the breach to be remedied, then the Party giving the notice (the “Aggrieved Party”) will be entitled, at its option, to:

23.1.1 claim immediate specific performance of all or any of the Defaulting Party‘s obligations under this Agreement, with or without claiming damages, whether or not such obligation is falling due for performance; or

23.1.2 cancel this Agreement with or without claiming damages, in which case written notice of the cancellation shall be given to the other Parties, and the cancellation shall take effect on the date on which the notice is given. Notwithstanding the aforegoing, no Party shall be entitled to cancel this Agreement unless:

23.1.2.1 the Aggrieved Party is not a member of the Defaulting Party‘s Group; and

23.1.2.1.1 the breach is a material breach going to the root of this Agreement and is incapable of being remedied by payment of money; or

23.1.2.1.2 the breach is a material breach going to the root of this Agreement and is capable of being remedied by a payment of money and the Defaulting Party fails to pay the amount concerned within the Notice Period.

23.2 If at any time before the transactions contemplated in clause 5.1 (the “Relevant Transactions”) have been implemented any Party (the “Insolvent Party”):

23.2.1 is placed under Business Rescue, liquidation or under a winding-up order, whether provisionally or finally, voluntarily or compulsorily;

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23.2.2 takes any steps to be wound up or liquidated, whether provisionally or finally and whether compulsorily or voluntarily;

23.2.3 takes any steps to be deregistered, dissolved or which have a similar effect as the aforegoing on the legal personality of that Party; or

23.2.4 is deregistered, dissolved or anything occurs in respect of that Party which has a similar legal effect as the aforegoing on the legal personality of that Party,

then any other Party shall be entitled, but not obliged, upon written notice to the other Parties to cancel this Agreement provided that no Party shall be entitled to cancel this Agreement if the Insolvent Party is a member of that Party‘s Group.

23.3 If any Party is an Insolvent Party, then forthwith upon it becoming an Insolvent Party it shall notify the other Parties thereof in writing. The Parties undertake to use their best endeavours to procure that they shall not become an Insolvent Party prior to the Effective Date.

23.4 If any Party (the “Requesting Party”) reasonably believes that any other Party (the “Other Party”) is:

23.4.1 in breach of this Agreement and as a result thereof the Requesting Party is suffering or may suffer damages in excess of R5 000 000.00 (five million Rand); or

23.4.2 is an Insolvent Party,

then the Requesting Party shall be entitled, by way of written notice (the “Information Request”) to the Other Party: (a) to allege that the Other Party is in breach of this Agreement, setting out the specific provisions of this Agreement which it believes that the Other Party has breached, the reasons for coming to the conclusion that the Other Party is in breach of this Agreement and requesting the Other Party to furnish it with all information available to the Other Party in respect of such alleged breach in the case of clause 23.4.1 above; or (b) to allege that the Other Party is an Insolvent Party and the reasons for coming to that conclusion in the case of clause 23.4.2 above. By not later that the 3^rd (third) Business Day after the receipt by it of the Information Request, the Other Party shall be obliged to provide the Requesting Party with all information which is available and known to it in respect of the breach alleged in the Information Request and/or the event contemplated in clause 23.2 (as the case may be).

23.5 The Aggrieved Party‘s remedies in terms of this clause 23 are without prejudice to any other remedies to which the Aggrieved Party may be entitled in law.

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23.6 Notwithstanding the aforegoing after all of the Relevant Transactions, the transactions contemplated in the Loan Creation Consolidation Agreement which are to be implemented on the Effective Date, the transactions contemplated in the Investec Luxco Agreement, the transactions contemplated in the Investec Platmin Agreement and the transaction contemplated in the Investec Ivy Lane Agreement in terms of which Ivy Lane sells certain Platmin Shares held by it to Investec on the Effective Date have been implemented, no Party shall be entitled to cancel this Agreement and an Aggrieved Party‘s only remedies thereafter against the Defaulting Party will be to claim specific performance of all the Defaulting Party‘s obligations, together with damages, if any.

23.7 The Parties record and agree that all of the Relevant Transactions, the transactions contemplated in the Loan Creation Consolidation Agreement which are to be implemented on the Effective Date, the transactions contemplated in the Investec Luxco Agreement, the transactions contemplated in the Investec Platmin Agreement and the transaction contemplated in the Investec Ivy Lane Agreement in terms of which Ivy Lane sells certain Platmin Shares held by it to Investec on the Effective Date are all indivisible and therefore either all of them or none of them will be implemented.

24. WHOLE AGREEMENT, NO AMENDMENT

24.1 This Agreement constitutes the whole agreement between the Parties relating to the subject matter hereof and supersedes any other discussions, agreements and/or understandings regarding the subject matter hereof.

24.2 No amendment or consensual cancellation of this Agreement or any provision or term hereof or of any agreement, bill of exchange or other document issued or executed pursuant to or in terms of this Agreement and no settlement of any disputes arising under this Agreement and no extension of time, waiver or relaxation or suspension of or agreement not to enforce or to suspend or postpone the enforcement of any of the provisions or terms of this Agreement or of any agreement, bill of exchange or other document issued pursuant to or in terms of this Agreement shall be binding unless recorded in a written document signed by the Parties (or in the case of an extension of time, waiver or relaxation or suspension, signed by the Party granting such extension, waiver or relaxation). Any such extension, waiver or relaxation or suspension which is so given or made shall be strictly construed as relating strictly to the matter in respect whereof it was made or given.

24.3 No oral pactum de non petendo shall be of any force or effect.

24.4 No extension of time or waiver or relaxation of any of the provisions or terms of this Agreement or any agreement, bill of exchange or other document issued or executed pursuant to or in terms of this Agreement, shall operate as an estoppel against any Party in

57

respect of its rights under this Agreement, nor shall it operate so as to preclude such Party (save as to any extension, waiver or relaxation actually given) thereafter from exercising its rights strictly in accordance with this Agreement.

24.5 24.5. To the extent permissible by law no Party shall be bound by any express or implied or tacit term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.

25. DOMECILIA CITANDl ET EXECUTANDl

25.1 The Parties (and the Escrow Agent) choose as their domicilia citandi et executandi for all purposes under this Agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature (including the exercise of any option), the following addresses:

25.1.1 Luxco and Guernsey SPV:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of [***]

25.1.2 Platmin:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

25.1.3 Ivy Lane:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

25.1.4 BBKT, IBMR and Lexshell:

58

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

25.1.5 BPJV:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

25.1.6 PIC:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

25.1.7 RPM:

Physical: [***]

Postal: [***]

Fax:	[***]
For the attention of:	[***]

25.1.8 Clidet:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

25.1.9 Richtrau:

59

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

25.1.10 Platmin SA:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

25.1.11 LLTI:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

PPM:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

25.1.12 West Dunes:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

25.1.13 Pallinghurst Cayman:

Physical: [***]

Postal: [***]

Fax:	[***]
For the attention of:	[***]

25.1.14 The Escrow Agent:

60

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of [***]

25.2 Any notice or communication required or permitted to be given in terms of this Agreement shall be valid and effective only if in writing but it shall be competent to give notice by fax.

25.3 Any Party may by notice to any other Party change the physical address chosen as its domicilium citandi et executandi vis-a-vis that Party to another physical address in South Africa or its fax number, provided that the change shall become effective vis-a-vis that addressee on the 10^th (tenth) Business Day from the receipt of the notice by the addressee.

25.4 Any notice to a Party:

25.4.1 sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at an address chosen as its domicilium citandi et executandi to which post is delivered shall be deemed to have been received on the 7th (seventh) Business Day after posting (unless the contrary is proved);

25.4.2 delivered by hand to a responsible person during ordinary business hours at the physical address chosen as its domicilium citandi et executandi shall be deemed to have been received on the day of delivery; or

25.4.3 sent by fax to its chosen fax number stipulated in clause 25.1, shall be deemed to have been received on the date of despatch (unless the contrary is proved).

25.5 Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi.

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25.6 The Parties and the Escrow Agent hereby agree that for purposes of this clause 25 a reference to “Party” or “Parties” includes the Escrow Agent.

26. COSTS

Each Party shall bear its own costs in relation to the negotiation, preparation and implementation of this Agreement.

27. SEVERABILITY

Any provision in this Agreement which is or may become illegal, invalid or unenforceable in any jurisdiction affected by this Agreement shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be treated pro non scripto and severed from the balance of this Agreement, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

28. STIPULATIO ALTERI

No part of this Agreement shall constitute a stipulatio alteri in favour of any person who is not a Party to the Agreement unless the provision in question expressly provides that it does constitute a stipulatio alteri.

29. NO CESSION AND ASSIGNMENT

Except as expressly provided in this Agreement, no Party shall be entitled to cede, assign, transfer or delegate all or any of its rights, obligations and/or interest in, under or in terms of this Agreement to any third party without the prior written consent of the other Parties (which consent shall not be unreasonably withheld).

30. EXECUTION IN COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement as at the date of signature of the Party that signs its counterpart last in time.

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Signed by the Parties and witnessed on the following dates and at the following places respectively:

For:	ORKID S.à r.l.
Signature	/s/ D. Lambert	/s/ C. Herber
	who warrants that he / she is duly authorised therero
Name:	D. LAMBERT	C. HERBER
Date:	28 October 2012	29 October 2012
Place:	LUXEMBOURG	LUXEMBOURG

For:	PLATMIN LIMITED
Signature	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised therero
Name:	Arne H. Frandsen
Date:
Place:
For:	THE BAKGATLA BA KGAFELA TRIBE
Signature	/s/ Molefe John Pilane
	who warrants that he / she is duly authorised therero
Name:	MOLEFE JOHN PILANE
Date:	30/10/2012
Place:	SANDTON

63

For:	ITERELENG BAKGATLA MINERALS RESOURCES (PTY) LTD
Signature	/s/ Molefe John Pilane
	who warrants that he / she is duly authorised therero
Name:	MOLEFE JOHN PILANE
Date:	30/10/2012
Place:	SANDTON

For:	PALLINGHURST IVY LANE CAPITAL LIMITED
Signature	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised therero
Name:	ARNE H. FRANDSEN
Date:
Place:
For:	BAKGATLA PALLINGHURST JV (PTY) LTD
Signature	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised therero
Name:	ARNE H. FRANDSEN
Date:
Place:
For:	PALLINGHURST INVESTOR CONSORTIUM (PTY) LTD
Signature	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised therero
Name:	Arne H. Frandsen
Date:
Place:

64

For:	CLIDET (PTY) LTD
Signature	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised therero
Name:	ARNE H. FRANDSEN
Date:
Place:
For:	RUSTENBURG PLATINUM MINES LTD
Signature	/s/ Johannes Mokoka
	who warrants that he / she is duly authorised therero
Name:	johannes mokoka
Date:	30 AUGUST 2012
Place:	MIDRAND
For:	LEXSHELL 38 GENERAL TRADING (PTY) LTD
Signature	/s/ Molefe John Pilane
	who warrants that he / she is duly authorised therero
Name:	MOLEFE JOHN PILANE
Date:	30/10/2012
Place:	SANDTON

65

For:	RICHTRAU NO 123 (PTY) LTD
Signature	/s/ Arne Hojriis Frandsen
	who warrants that he / she is duly authorised therero
Name:	ARNE HOJRIIS FRANDSEN
Date:	7/11/2012
Place:
For:	PLATMIN SOUTH AFRICA (PTY) LTD
Signature	/s/ TG Dale
	who warrants that he / she is duly authorised therero
Name:	TG DALE
Date:	30 OCTOBER 2012
Place:	CENTURION
For:	NEWSHELF 1101 (PTY) LTD
Signature	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised therero
Name:	ARNE H. FRANDSEN
Date:
Place:
For:	PILANESBURG PLATINUM MINE (PTY) LTD
Signature	/s/ TG Dale
	who warrants that he / she is duly authorised therero
Name:	TG DALE
Date:	30 OCTOBER 2012
Place:	CENTURION
For:	WEST DUNES PROPERTIES 116 (PTY) LTD
Signature	/s/ TG Dale
	who warrants that he / she is duly authorised therero
Name:	TG DALE
Date:	30 OCTOBER 2012
Place:	CENTURION

66

For:	PALLINGHURST (CAYMAN) GP L.P
Signature	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised therero
Name:	ARNE H. FRANDSEN
Date:
Place:
For:	HODOS HOLDINGS LIMITED
Signature	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised therero
Name:	ARNE H. FRANDSEN
Date:
Place:
Witness:
Witness:

For the purposes of accepting and becoming bound to the provisions of clauses 2, 19, 25 of the Agreement.

67

For:	WEBBER WENTZEL
Signature	/s/ Peter Bradshaw
	who warrants that he / she is duly authorised therero
Name:	Peter Bradshaw
Date:	30 OCTOBER 2012
Place:	SANDTON

ANNEXURE A  -  Shareholders in Platmin

Project African Queen
Shares issued by Platmin in the Consolidation
	Shares issued by Platmin
		Post-IBMR Section 11 (on the assumption that the Additional BBKT IBMR Consideration Shares will have been issued on the Effective Date) but before the allotment and Issue of Platmin Shares to the Industrial Development Corporation of South Africa Limited in terms of the IDC Subscription Agreement
		%
To: Bakgatia:
Additional BBKT IBMR Consideration Shares		1.357%
BBKT BBJV Consideration Shares		1.719%
BBKT Lexshell Consideration Shares		13.146%
BBKT LLTI Consideration Shares		0.247%
Initial BBKT IBMR Consideration Shares		12.212%
		26.681%
To Ivy Lane:
Ivy Lane IBMR Consideration Shares		13.515%
Ivy Lane LLTI Consideration Shares		0.246%
Ivy Lane Plc Consideration Shares		12.631%
		26.392%
To: RPM:
RPM Consideration Shares		6.573%
To Investec:
Investec PLC Consideration Shares		2.245%

ANNEXURE BMagazynskraal Concentrate Agreement

ANNEX “3”

CONCENTRATE SALE AGREEMENT

and

RUSTENBURG PLATINUM MINES LIMITED

and

RICHTRAU NO 123 (PROPRIETARY) LIMITED

DRAFT

ANNEX “3”

CONCENTRATE SALE AGREEMENT

1. PARTIES

1.1 RUSTENBURG PLATINUM MINES LIMITED (No. 1931/003380/06)

AND

1.2 RICHTRAU NO 123 (PROPRIETARY) LIMITED (No. 2006/017346/07)

2. INTERPRETATION

2.1 The headnotes to the clauses of this agreement are inserted tor reference purposes only and shall not govern or affect the meaning or Interpretation thereof.

2.2 In this agreement the following terms shall bear the following meanings:

2.2.1	Average Annual Increase	the average annual percentage inflationary rate increase during the preceding year applied with effect from 1 January every year according to the following formula:
		A= (X x B) + (Y x SACPI) + (Z x C)

Page 3.

where A =	the Average Annual Increase;
X =	the labour cost portion of total cash operating cost of smelting, treatment and refining of the Refiner;
Y =	non-labour and non-utilities cost portion of total cash operating cost of smelting, treatment and refining of the Refiner;
Z =	the utilities cost portion of total cash operating cost of smelting, treatment and refining of the Refiner;
B =	weighted annual average increase in wages for the smelting, treatment and refining division of the Refiner, calculated as follows:
	B =	(A1xA2) + (B1xB2) + (C1xC2) divided by (A1+B1+C1) where: A1. B1, C1 = the actual labour cost for each band of labour where different wage rate increases are agreed upon by the Refiner and its respective

Page 4.

	labour unions: A2, B2, C2 = the actual annual wage Increase for each particular band;
SA CPI =	the percentage increase in the CPI for the previous July to June;
CPI =	the Consumer Price Index (all areas - all items) as published by Statistics South Africa;
C =	the percentage increase for the previous July to June of the applicable inflationary index for utilities as published by Statistics South Africa, namely the production price index for electricity, gas and water for commodities for South African consumption;

2.2.2 Business Day any day other than a Saturday, Sunday or official public holiday in the Republic of South Africa;

2.2.3 Calendar Year January 1^st to December 31^st,

Page 5.

2.2.4 Chromite Cr₂O₃;

2.2.5 Commercial Committee the Commercial Committee referred to in clause 8.21;

2.2.6 Concentrate any treatable product arising from the process of any mineral hydro-metallurgical facility consisting of activities such as crushing, milling or grinding, froth flotation and concentrate filtration but does not including smelting or other downstream processing facilities such as base metals and precious metals refineries;

2.2.7 Concentrator any mineral hydro-metallurgical facility consisting of activities such as crushing, milling or grinding, froth flotation and concentrate filtration but does not including smelting or other downstream processing facilities such as base metals and precious metals refineries;

2.2.8 the Cost Month a Month, or other notified periods of approximately 30 (THIRTY) days, as determined by the Refiner for the cost accounting system applied for the Smelter from time to time;

2.2.9 Deleterious Material any material, which in the reasonable view of the Refiner, may or will cause harm and or damage to the equipment of the Refiner and/or which may or will have a negative effect on the operations, environment and/or the potential recoveries;

2.2.10 Dry Mass the Mass of Concentrate after deducting the relevant moisture content;

2.2.11 4T Grade the Concentrate grade, calculated as the total number of grammes of

Page 6.

platinum (Pt) + palladium (Pd) + rhodium (Rh) + gold (Au) per dry Tonne of Concentrate;

2.2.12 the JEC the Joint Evaluation Committee referred to in clause 8.1

2.2.13 the Joint Venture the incorporated joint venture created by and between RPM, Newco and Lexshell 38 General Trading (Proprietary) Limited in terms of the Main Agreement;

2.2.14 the Joint Venture Parties the shareholders in Newco, namely RPM, MlneCo and Lexshell 38 General Trading (Proprietary) Limited [To be revised before signature if no MineCo.];

2.2.15 the Main Agreement the shareholders agreement concluded between, inter alia, Lexshell 38 General Trading (Proprietary) Limited, MlneCo and RPM on 14 November 2006 in relation to their relationship as shareholders In Newco to which a draft of this Agreement is Annex “3”;

2.2.16 Mass Dry Mass unless otherwise stated;

2.2.17 The Mine when used as a noun, shall mean the excavations and associated workings operated and controlled by the Joint Venture on the Property, Including the Concentrator, if established, the mining area (as defined in section 1 of the New Act), and all buildings, structures, roads and appurtenances used or intended to be used for the purposes of searching for, winning, exploitation and concentrating, if the Concentrator is established, of platinum group metals underlying the Property;

Page 7.

2.2.18 MineCo MineCo (Proprietary) Limited (No.______________): [To be deleted before signature if there is no MineCo.]

2.2.19 Mine Manager the Juristic entity or natural person appointed by Newco to manage the day-to-day operations of the Mine on behalf of Newco;

2.2.20 Month a calendar month;

2.2.21 New Act the Mineral and Petroleum Resources Development Act 28 of 2002;

2.2.22 Newco Richtrau No 123 (Proprietary) Limited (No. 2006/017346/07);

2.2.23 Parties the Refiner and Newco and “Party” means a reference to either one of them;

2.2.24 Payable Metals the metals upon which the selling price is to be determined, platinum, palladium, rhodium, gold and the base metals nickel (Ni), and copper (Cu);

2.2.25 Prime the publicly quoted basic rate of Interest (per centum, per annum, compounded monthly in arrear and calculated on a 365 (THREE HUNDRED AND SIXTY FIVE) day year irrespective of whether the year Is a leap year) from time to time published by Standard Bank of South Africa Limited as being its prime overdraft interest rate for its most favoured corporate customers as certified by any manager of such bank whose authority, appointment and designation need not be proved;

Page 8.

2.2.26 Property the farm Magazynskraal 3 J.Q., represented by the figure outlined on the map attached to the Main Agreement as Annex°“1”;

2.2.27 Quotational Period the Cost Month preceding the Month In which payment is to be made which is used for determining pricing and exchange rate;

2.2.28 Referee a referee appointed in accordance with the provisions of clause 14.1

2.2.29 Refiner RPM in its capacity as a downstream processor of Concentrate by way of, inter alia, smelting and/or refining;

2.2.30 Refinery a facility or facilities utilised by RPM for the further treatment of the product arising from the Smelter;

2.2.31 RPM Rustenburg Platinum Mines Limited (No. 1931/003380/06) in its capacity as a party to the Main Agreement;

2.2.32 the Signature Date the date on which the last Party to sign this agreement signs It; [To be signed upon implementation of clause 26.2 of Main Agreement.]

2.2.33 the Smelter the facility designated by RPM for the treatment of the Concentrate referred to in this agreement; unless otherwise specified, this shall initially be the _____________Smelter although thereafter, any other smelter designated by RPM in writing provided that the additional transport costs to transport the Concentrate to the alternative facility shall be borne by the Refiner subject to the provisions of clauses 5.2 and 5.3;

2.2.34 Tonne a metric tonne within the meaning of the term attributed to it by the

Page 9.

International System of Units (SI), and being equivalent to 1000 (ONE THOUSAND) kilograms; the currency of the United States of America.

2.3 If any provision in a definition is a substantive provision, conferring rights or imposing obligations on any Party, notwithstanding that such provision is only contained in the relevant definition, effect shall be given thereto as if such provision were a substantive provision In the body of this Agreement.

2.4 Unless inconsistent with the context, an expression which denotes:

2.4.1 any gender includes the other genders;

2.4.2 a natural person includes an artificial person and vice versa;

2.4.3 the singular includes the plural and vice versa.

2.5 The Schedules to this agreement form an integral part hereof and words and expressions defined in this agreement shall bear, unless the context otherwise requires, the same meaning in such schedules.

Page 10.

3. INTRODUCTION

In terms of the Main Agreement, Newco has agreed to sell the Concentrate derived from the Mine to the Refiner on terms and conditions set out in this agreement

4. COMMENCEMENT, DURATION AND SUSPENSIVE CONDITIONS

4.1 This agreement shall commence on the Signature Date.

4.2 This agreement shall endure for the life of the Mine; provided that the Refiner shall be entitled to terminate this agreement on at least 6 (SIX) Months’ written notice to Newco to that effect after the Signature Date.

4.3 Newco shall furnish the Refiner, at least 2 (TWO) Months prior to the first delivery of Concentrate in terms of this agreement, with an analysis of all substances contained in the Concentrate to be produced to enable the Refiner to identify all Deleterious Material that may be contained in the Concentrate. The analysis will be a whole rock analysis by x-ray fluorescence and a trace element scan by Inductive Coupled Plasma. The Refiner shall, within 30 (THIRTY) days after receipt of the analysis from Newco, provide a list of the Deleterious Material, identified by the analysis, to be contained In the Concentrate. This list will set out the maximum acceptable limit of each individual Deleterious Material that the Refiner will accept The Parties shall agree on a final list of Deleterious Material and maximum acceptable limit for such Deleterious Material, falling which the matter will be referred to a Referee

Page 11.

to determine whether a substance is Deleterious Material and what the maximum acceptable limit shall be.

4.4 The Refiner shall be entitled at any time to include in such list Deleterious Material which is legally declared as environmentally dangerous or hazardous. Any dispute between the Parties as to whether Deleterious Material has been legally declared as environmentally dangerous or hazardous shall be determined by a Referee.

4.5 Should there be any material change in the process of producing Concentrate by Newco, which potentially results in new Deleterious Material being present in the Concentrate, Newco shall prior to the delivery of such Concentrate once again follow the procedure set out in clause 4.3, which shall apply, mutatis mutandis.

4.6 Notwithstanding anything to the contrary, the Refiner shall also be entitled to terminate this agreement forthwith by written notice to Newco hereto to that effect should the Refiner find the Concentrate to contain any Deleterious Material of which it was not made aware in writing by Newco in terms of clauses 4.3 or 4.5 or which are in excess of the limits as agreed by the Parties or determined by the Referee. The Refiner may consider allowing Newco the opportunity to remove any such Deleterious Material in all future deliveries of Concentrate.

Page 12.

4.7 Termination, cancellation or lapsing of this agreement shall not in any way prejudice either Party’s right to claim damages from the other and notwithstanding any such termination, cancellation or lapsing, the Parties shall be and remain liable for all obligations and liabilities of the relevant Party then outstanding and which relate to the period on or after such termination, cancellation or lapsing.

4.8 This agreement shall be subject to the fulfilment of the following suspensive conditions, namely the obtaining of all regulatory consents that may be required in law to conclude and/or implement the agreement including but not limited to JSE Limited, the London Stock Exchange, the South African Competition Commission and the Competition Commission of the European Union. [To be amplified before signature.]

4.9 Should the suspensive condition not be fulfilled within 12 (TWELVE) months of the date of commencement of this agreement referred to In clause 4.1 or such extended period as the Parties may agree in writing, this agreement shall lapse and cease to be of any further force or effect. The Parties shall be obliged to use reasonable endeavours to procure fulfilment of the suspensive condition.

Page 13.

5. SALE AND PURCHASE

5.1 Newco shall sell all of the Concentrate produced at the Mine to the Refiner for so long as this agreement is in force and on the terms set out in this agreement.

5.2 The Refiner shall be required to purchase all of the Concentrate produced at the Mine and delivered for and on behalf of Newco in accordance with the provisions of this agreement save that in the event of the Refiner being unable to accept delivery owing to unscheduled maintenance or repairs (which shall be all maintenance and repairs other than “scheduled maintenance and repairs” as defined in clause 5.3 below) which result in downtime of less than 6 (SIX) months, the Refiner shall either accept delivery at the Smelter or designate in writing an alternative facility for delivery whilst such maintenance or repairs are carried out. If the Refiner chooses to designate an alternative facility then the Parties shall equally share the additional

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transport charges (including .customs and export levies, surcharges and taxes, if applicable) incurred by Newco to deliver the Concentrate In excess of the standard transport charges to deliver Concentrate to the Smelter. The Refiner shall, within 10 (TEN) days of the commencement of the unscheduled maintenance or repairs, give Newco written notice if such unscheduled maintenance or repairs are likely to endure for longer than 6 (SIX) months. If so, the Refiner may defer delivery or designate an alternate facility for delivery whilst such maintenance or repairs, are carried out. If the Refiner chooses to designate an alternative facility then the Parties shall equally share the additional transport charges (including customs and export levies, surcharges and taxes, if applicable) incurred by Newco to deliver the Concentrate in excess of the standard transport charges to deliver Concentrate to the Smelter. If the Refiner elects to defer delivery, Newco shall be entitled to make alternative arrangements to sell the Concentrate to a third party for a maximum period of 3 (THREE) months after the anticipated end of the downtime specified In the notice; provided that Newco resumes the sale of all of the Concentrate to the Refiner in terms of this agreement once the Refiner is again able to accept delivery on condition that such resumption shall take place only after the expiry of the said period of the alternative arrangements aforesaid.

5.3 In the event of the Refiner being unable to accept delivery owing to scheduled maintenance or repairs (which for purposes of this clause shall mean all maintenance or repairs which could reasonably have been foreseen by the Refiner or which should be performed in the normal course of the Refiner’s business in accordance with accepted industry methods and practices) which result in downtime, the Refiner shall either accept delivery at the Smelter or designate in writing an alternative facility for delivery whilst such maintenance or repairs are carried out. The additional transport charges to transport the Concentrate to the alternative facility shall be borne by the Refiner. If the Refiner chooses to designate an alternative facility outside of the borders of South Africa, then any customs and export levies, surcharges and taxes incurred by Newco to deliver the Concentrate outside of the borders of South Africa shall be borne by the Refiner.

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6. DELIVERY PLAN

6.1 Forthwith after commencement of this agreement, Newco shall procure that the Mine Manager furnishes a delivery plan to the Refiner for each Month, for the then current Calendar Year, which delivery plan shall contain details of the quantum of dry Tonnes of Concentrate, contained troy ounces of Pt, Pd, Rh and Au, Tonnes of Ni, and Cu, percent moisture, and percent Chromite, and thereafter, by not later than 30 (THIRTY) days prior to the commencement of each Month, Newco shall procure that the Mine Manager confirms the delivery plan for that Month (“the confirmed delivery plan”) and provides a revised delivery plan for the remaining Months of the Calendar Year.

6.2 Newco shall further procure that the Mine Manager furnishes to the Refiner an Indicative life of mine forecast of the delivery plan, which delivery plan shall contain details of the quantum of dry Tonnes of Concentrate, contained troy ounces of Pt, Pd, Rh and Au, Tonnes of Ni, and Cu, percent moisture, and percent Chromite to be delivered in each Calendar Year. Thereafter, by not later than 30 (THIRTY) days prior to the commencement of each Calendar year, Newco shall procure that the Mine Manager furnishes to the Refiner, a revised indicative life of mine forecast of the delivery plan for each Calendar Year.

6.3 Newco shall use its reasonable commercial endeavours to deliver Concentrate in accordance with the delivery plan furnished in accordance with clauses 6.1 and 6.2. Should Newco deviate from the confirmed delivery plan in clause 6.1

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by more than 20% (TWENTY PERCENT) for a continuous 6 (SIX) month period, this shall be deemed to be a breach by Newco for purposes of clause 21.

6.4 The Refiner shall on reasonable notice to Newco be entitled to inspect the Mine plans of Newco In order to confirm anticipated deliveries of Concentrate if there is a monthly deviation from a confirmed delivery plan furnished In accordance with clause 6.1 which, if annualised, would constitute an annual deviation from an annual plan of more than 20% (TWENTY PERCENT).

7. DELIVERY OF CONCENTRATE

7.1 Newco shall be responsible for procuring that the Mine Manager arranges the deliveries of Concentrate sold in terms of this agreement by agreed road transport to the Smelter and the costs of such transport shall be paid by Newco, subject to the provisions of clauses 2.2.33, 5.2 and 5.3. The point of delivery for each truck load of Concentrate shall be the receiving facility at the Smelter for the purposes of evaluating the Concentrate delivered. If the Refiner chooses to designate a facility outside of the borders of South Africa, then any additional transport charges incurred by Newco to deliver the Concentrate outside of the borders of South Africa in excess of the standard transport charges to deliver Concentrate to the designated Smelter shall be borne by the Refiner,

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7.2 Each delivery shall constitute a Concentrate batch and the batches delivered in a day shall constitute the daily Concentrate lot, in terms of the operational protocol referred to in clause 8.2.

7.3 The Refiner shall procure that on arrival at the Smelter the weight of Concentrate shall be recorded. The manner of weight determination shall be as agreed by the JEC, failing which, as determined by a Referee.

7.4 Newco and the Refiner may by written agreement provide for delivery of Concentrate by other means of transport and such agreement shall provide for appropriate methods for determination of weight and quality of the Concentrate so delivered.

8. WEIGHING, SAMPLING AND ASSAYING TO DETERMINE THE TRANSFER QUANTITY AND QUALITY

8.1 A JEC shall be established by Newco and the Refiner in order to monitor the ongoing process of Concentrate weighing, sampling and assaying for the determination of the transfer quantities and qualities. The JEC shall consist of an equal number of representatives of each of the Refiner and Newco.

8.2 The operational protocol of the weighing, sampling, moisture determination and analytical techniques (and splitting limits and sample return mechanisms for purposes of clauses 8.7 to 8.17) shall be agreed between the Parties through the JEC In accordance with the principles contained herein and the

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operational details shall be defined in a suitable operating protocol, prior to the 1.1 commencement of this agreement, which shall be signed by Newco and the Refiner. The operating protocol shall not result in any bias in favour of any of the Parties. A quorum of the JEC shall consist of at least 1 (ONE) of the representatives appointed by each of the Refiner and Newco being present All JEC decisions shall be made by unanimous vote.

8.3 A charge shall be levied on each batch sample which shall be deducted from the purchase price of the Concentrate in accordance with clause 9.1.

8.4 Newco may send a representative to the Smelter to be present during the weighing and sampling of the Concentrate. If no representative of Newco is present for these activities, the Refiner may proceed immediately with the weighing and sampling to facilitate the Concentrate transfer.

8.5 The Refiner shall analyse the Concentrate analytical lot samples in accordance with the agreed analytical procedure as defined in the JEC operating protocol.

8.6 On receipt of the analytical results, the Refiner shall communicate its findings by facsimile or email to such persons as are nominated by Newco in writing.

8.7 Notwithstanding the provisions of clauses 8.5 and 8.6 Newco shall be entitled by notice in writing to the Refiner to elect to have its own analytical samples of

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the Concentrate taken in which event the provisions of clause 8.6 to 8.17 shall apply, but only if Newco so elects.

8.8 The Refiner and Newco shall analyse the Concentrate analytical samples in accordance with agreed analytical procedure as defined in the JEG operating protocol.

8.9 On receipt of the analytical results, the Refiner and Newco shall communicate their findings by simultaneous facsimile or email exchange to the other of them. This shall constitute the first exchange of analytical results.

8.9.1 Newco shall send the analytical results to such persons as are nominated by the Refiner in writing;

8.9.2 the Refiner shall send the analytical results to such persons as are nominated by Newco in writing.

8.10 The splitting limit for each settlement and penalty element, expressed as a percentage of the lower value which has been determined, shall be quantified in the protocol referred to in this clause 8; provided however that should the JEC be unable to reach agreement in regard to such quantification, such quantification shall be determined in accordance with the dispute resolution procedure in clause 14.

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8.11 If the analytical values which the Refiner and Newco communicated to each other are within the splitting limits, then the arithmetical mean of the two values communicated shall constitute the analytically determined contents of the element in question.

8.12 If the analytical values, which the Refiner and Newco communicated to each other, are not within the splitting limits, then the Refiner and Newco shall make a second anaiysis and shall exchange the results thereof pursuant to clause 8.9. This shall constitute the second exchange of analytical results.

8.13 If the analytical results thus communicated by each of the Refiner and Newco to the other are within the splitting limits, clause 8.11 shall apply accordingly.

8.14 If the analytical results thus communicated by each of the Refiner and Newco to the other are again not within the splitting limits, then the Refiner and Newco shall attempt to reach an agreement on the contents of the element concerned within 30 (THIRTY) days in terms of the cumulative values of the metals in dispute and if need be refer the matter to the JEC. If the Refiner and Newco cannot reach an agreement then the Refiner shall send one of the reserve samples to an alternate laboratory as mutually agreed by the Refiner and Newco, who shall act as the arbitration laboratory for analysis.

8.15 If the metal contents of the element concerned as determined by the arbitration laboratory are within the range of the analytical results which have been exchanged by the Refiner and Newco, the arithmetical means of the last

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value of either the Refiner or Newco whose analytical result communicated to the other of them came closest to the value of the arbitration laboratory and the arbitration value shall constitute the analytically determined metal content of the element concerned.

8.16 If the metal contents of the element concerned as determined by the arbitration laboratory are outside the range of the analytical results which have been exchanged between the Refiner and Newco, then the analytical result of either the Refiner or Newco who with its last value communicated to the other of them comes closest to the value of the arbitration laboratory, shall constitute the analytically determined contents of the element in question.

8.17 The analytical values determined by the arbitration laboratory referred to in clauses 8.15 and 8.16 shall be final and binding on the Refiner and Newco and not capable of review or appeal except in the instance of manifest error. The costs of the arbitration analysis shall be borne by Newco or the Refiner who with its last analytical value communicated to the other of them was the furthest away from the value which was determined by the arbitration laboratory.

8.18 As soon as the Refiner and Newco (if Newco Invokes Its rights in clause 8.7) determine the metal contents for each element belonging to a specific lot as further set out In the operational protocol referred to in clause 8.2, the Refiner shall be allowed to release any reserve samples into process.

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8.19 The Refiner shall at the end of each Cost Month prepare a reconciliation of the Concentrate delivered to the Smelter, showing the mass of Concentrate received, adjusted to a dry basis, which shall be deemed to be the tonnage of Concentrate delivered by Newco to the Smelter in that Cost Month.

8.20 The Refiner shall also prepare an estimate of the quantum of the Payable Metals in Concentrate, for the tonnage of Concentrate deemed to have been delivered, as well as the specific gravity and chromite contents, and the grade, all on a cumulative Monthly basis.

8.21 In terms of this clause 8, the Refiner and Newco shall each be represented by at least one nominated person who together shall form the Commercial Committee for the purposes of this Agreement. The Commercial Committee shall deal with all commercial matters arising in terms of this Agreement All decisions of the Commercial Committee shall be made by simple majority on a showing of hands. A quorum of the Commercial Committee shall consist of all the representatives on the Commercial Committee. Any JEC recommendations, related to settlement, shall be agreed by the Commercial Committee before being implemented.

8.22 The nominated person/(s) for the Commercial Committee are:

For Newco:      ________________________

For RPM:                 Marie Humphries.

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A Party shall be entitled to change its nominated person by at least 90 (NINETY) days’ notice in writing addressed to the other Party.

9. PRICE

9.1 The purchase price of the Concentrate delivered on behalf of Newco to the Smelter in each Cost Month shall be determined in accordance with the following formula:

C =       (D x (PT + PD + RH +AU)) + (E x NI) + (F x CU) - (T_c x C_c) - (B_s x C_s) - P

Where

C = means the total price to be paid by the Refiner to the Newco exclusive of value-added tax, which value-added tax shall be payable at 14% (FOURTEEN PERCENT) (or such other relevant statutory percentage) in addition to C

D = 0.81

E = 0.75

F = 0.70

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PT means the value of Platinum ounces contained in the Concentrate delivered on behalf of Newco in that Cost Month, valued at the average Platinum price per ounce denominated in US$ during the Quotational Period. The average shall be determined using:

- the official morning and afternoon fixes made for Platinum on the London Platinum and Palladium Market;

- the official morning and afternoon fixes shall be averaged for the day to yield an average daily fix, rounded to three decimal places;

- the daily averages shall be averaged for the Quotational Period, and rounded to four decimal places, to yield the average Platinum price.

PD means the value of Palladium ounces contained in the Concentrate delivered on behalf of Newco in that Cost Month, valued at the average Palladium price per ounce denominated in US$ during the Quotational Period. The average shall be determined using:

- the official morning and afternoon fixes made for palladium on the London Platinum and Palladium Market;

- the official morning and afternoon fixes shall be averaged for the day to yield an average dally fix, rounded to three decimal places;

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- the daily averages shall be averaged for the Quotational Period, and rounded to four decimal places, to yield the average Palladium price.

RH means the value of Rhodium ounces contained in the Concentrate delivered on behalf of Newco in that Cost Month, valued at the average Rhodium price per ounce denominated in US$ during the Quotational Period. The average shall be determined using:

- the NY dealer Rhodium weekly high and low prices as reported in Platt’s Metals week;

- the weekly prices in Platt’s Metals Week, published on a Monday, refer to the average of the previous week ending the previous Friday. The Friday’s date shall be used to determine within which Quotational Period the Friday’s price will be used to determine the average price per ounce. That is if the Friday’s price is the 1st of January then the values quoted shall be used to determine the average price during the January Quotational Period.

AU means the value of Gold ounces contained in the Concentrate delivered on behalf of Newco in that Cost Month, valued at the average Gold price per ounce denominated In US$ for the Quotational Period. The average shall be determined using:

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- the official morning and afternoon fixes made for Gold on the London Bullion Market;

- the official morning and afternoon fixes shall be averaged for the day to yield an average daily fix, rounded to three decimal places;

- the daily averages shall be averaged for the Quotational Period, and rounded to four decimal places, to yield the average Gold price.

NI means the value of Nickel Tonnes contained in the Concentrate delivered on behalf of Newco in the Cost Month, valued at the average of the Nickel price denominated in US$ during the Quotational Period, less US$71.77 (SEVENTY ONE US DOLLARS AND SEVENTY SEVEN CENTS) per Tonne. The average for the Quotatldnal Period shall be determined using the official London Metal Exchange monthly average cash price for Nickel Metal as published by Metals Bulletin, rounded to four decimal places.

CU means the value of Copper Tonnes contained in the Concentrate delivered on behalf of Newco in the Cost Month, valued at the average Copper price denominated in US$ during the Quotational Period, less US$153.80 (ONE HUNDRED AND FIFTY THREE US DOLLARS AND EIGHTY CENTS) per Tonne. The average for the Quotational Period shall be determined using the official London Metal Exchange monthly

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average cash price for grade A Copper Metal as published by Metals Bulletin, rounded to four decimal places.

T_c        means the total number of dry Tonnes of Concentrate delivered on behalf of Newco.

C_c       ZAR 779.37 (SEVEN HUNDRED AND SEVENTY NINE SOUTH AFRICAN RAND AND THIRTY SEVEN CENTS) (treatment charge per dry tonne of Concentrate).

Bs       means the number of batch samples taken in that Cost Month.

C_s       ZAR1039 (sampling cost per batch).

P         means the sum of the applicable penalties as more fully defined in clause 9.7.

9.2 All values shall be expressed in South African Rand. Prices shall be converted to South African Rand for the US$ prices and for each applicable currency during the Quotational Period by using:

- the historical South African Rand Exchange daily bld high and bid low rates quoted by Reuters in respect of the applicable currency during the Quotational Period;

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- the daily bid high and bid low values shall be averaged to yield a daily average exchange rate;

- the daily averages shall then be averaged for the Quotational Period, and rounded to four decimal places, to yield the average exchange rate.

9.3 The amounts expressed in South African Rand, referred to in clause 9.1 shall be increased annually by the same percentage increase as the Annual Average increase. The increase shall be effective from 1 January of each year; commencing with effect from 1 January 2007.

9.4 The discounts from the prices for Copper and Nickel expressed In US$, referred to in clause 9.1, shall be adjusted annually, by Increasing such discounts by the increase in the consumer price index (all urban consumers) for the United States of America for the previous 12 (TWELVE) Month period from June to July, as published by the United States Department of Labour Bureau of Labour Statistics. The annual adjustment shall be effective from 1 January of each year; commencing with effect from 1 January 2007.

9.5 An example of the calculation of the values for the PGM’s and base metals and the corresponding price for the Concentrate delivered on behalf of Newco, referred to in this clause 9, is set out in Annexure A to this agreement.

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9.6 The following conversion factors and rounding rules shall be applied in calculations:

9.6.1 1 (ONE) kilogram is equal to 32.1507 (THIRTY TWO decimal ONE FIVE ZERO SEVEN) troy ounces exactly.

9.6.2 1 (ONE) kilogram is equal to 2.2046 (TWO decimal TWO ZERO FOUR SIX) pounds exactly.

9.6.3 Kilograms shall be rounded to 4 decimal places while troy ounces. Tonnes and pounds shall be rounded to 3 decimal places.

9.6.4 All metal prices shall be stated in US$ rounded to four decimal places.

9.6.5 All metal values shall be stated in US$ rounded to two decimal places.

9.6.6 All metal values shall then be converted to South African Rands rounded to two decimal places.

9.6.7 All penalties shall be rounded to two decimal places.

9.6.8 Any value-added tax shall be rounded to two decimal places.

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9.7 Certain penalties shall be applied to the Concentrate delivered on behalf of Newco in order to compensate for associated cost treatment liabilities on the part of the Refiner.

The following penalties shall apply:

9.7.1 The moisture The moisture content of the Concentrate delivered by Newco, shall be less than 15% (FIFTEEN PERCENT) by Mass. A penalty of ZAR31.17 (THIRTY ONE SOUTH AFRICAN RAND AND SEVENTEEN CENTS) shall be levied per percentage or part thereof of the moisture percentage above 15% (FIFTEEN PERCENT), calculated based on a weighted average for the Cost Month, on each Concentrate batch delivered by Newco in that Month. Should the moisture content exceed 20% (TWENTY PERCENT) the Refiner shall be entitled to refuse to accept delivery of the Concentrate. Any Concentrate so refused by the Refiner may be sold by Newco to a third party provided that:

9.7.1.1 the Concentrate sold to the third party shall be limited to the Concentrate so refused by the Refiner;

9.7.1.2 the Concentrate sold to the third party shall be sold in exactly the same form as the Concentrate refused by the Refiner;

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9.7.1.3 the Refiner shall be entitled to verify the quantities and quality of Concentrate sold to the third party in terms of the operating protocol referred to in clause 8.2.

9.7.2 If the weighted average 4T Grade of the Concentrate delivered in a Cost Month is less than 140 (ONE HUNDRED AND FORTY) g/t. the minimum target grade, a penalty of ZAR51.96 (FIFTY ONE SOUTH AFRICAN RAND AND NINETY SIX CENTS) per 5g/t or part thereof below the in minimum target grade shall be applied to each Concentrate batch delivered in that Cost Month. Should the weighted Monthly average 4T Grade of the Concentrate delivered be less than 100 g/t, the Refiner shall be entitled to refuse to accept delivery of the Concentrate and the provisions of clauses 9.7.1.1 to 9.7.1.3 shall apply mutatis mutandis thereto.

9.8 In addition to the penalties in clause 9.7 a penalty shall be levied per Tonne of contained Chromite in the Concentrate delivered in a Cost Month in which the contained Chromite Is equal to or exceeds 2% (TWO PERCENT) on a weighted average basis by Mass of the Dry Mass of Concentrate received according to a sliding scale as set out in the table below.

Contained Chromite per Tonne of Concentrate	Penalty (ZAR) per Tonne of contained Chromite
2.0% < Cr203 < 2.5%	R20 783
2.5% < Cr20a < 3.0%	R41 567

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3.0% < Cr203 < 4.0%	R57 154
4.0% < Cr203 < 5.0%	R88 329
Cr203 >5.0%	R166 266

9.9 Should the contained Chromite exceed 3% (THREE PERCENT) of the Dry Mass of Concentrate, the Refiner shall have the right to refuse to accept delivery of the Concentrate. Should the Refiner choose to accept delivery of the Concentrate containing Chromite In excess of 3% (THREE PERCENT) of the Dry Mass of Concentrate, then a penalty per Tonne of contained Chromite shall be applicable as per the tables set out in clause 9.8. Any Concentrate so refused by the Refiner may be sold by Newco to a third party provided that:

9.9.1 the Concentrate sold to the third party shall be limited to the Concentrate so refused by the Refiner;

9.9.2 the Concentrate sold to the third party shall be sold in exactly the same form as the Concentrate refused by the Refiner,

9.9.3 the Refiner shall be entitled to verify the quantities and quality of Concentrate sold to the third party in terms of the operating protocol referred to in clause 8.2.

9.10 The monetary amounts referred to in clauses 9.7.1, 9.7.2 and 9.8 shall be increased annually by the same percentage as the Annual Average Increase.

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	The increase shall be effective from 1 January of each year; commencing with effect from 1 January 2007.
9.11	In the event that any price element or exchange rate ceases to be published, the Parties will agree a substitute price or in the absence of agreement, such substitute price will be determined by arbitration in terms of clause 14.

10. PAYMENT

10.1 Payment for the Concentrate delivered on behalf of Newco to the Refiner in any Cost Month shall be made by RPM without set off by electronic fund transfer or cheque on the fifteenth day of the 4th (FOURTH) Cost Month following the delivery month, if the fifteenth day of the Cost Month is not a Business Day, payment shall take place on the first Business Day thereafter. This means that the Quotational Period shall be the third Cost Month following the delivery month.

10.2 Newco in respect of C as referred to in clause 9.1 shall ensure that timeous Invoices, including value-added tax invoices, are issued to RPM to enable payment to be made in terms of this clause 10. RPM shall ensure the timeous provision of all information required by Newco to enable Newco to provide timeous invoices.

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11. RISK AND OWNERSHIP

On discharge of the Concentrate at the delivery point, risk in and ownership of the Concentrate shall pass to the Refiner.

12. CONFIDENTIALITY

12.1 The Parties shall at all times during the currency of this agreement, keep all details as to the quantity of Concentrate delivered and the values of Payable Metals in Concentrate, strictly confidential.

12.2 Notwithstanding the provisions of clause 12.1, either Party shall be entitled to disclose any Information which is required to be kept confidential in terms of that clause 12.1 and to the extent to which the disclosure is bona fide and necessary for the purposes of carrying out its duties under this agreement, or by the Refiner to Anglo Platinum Limited and/or Anglo American Pic or by Newco to its shareholders for such companies to take informed decisions regarding this agreement.

12.3 Notwithstanding the provisions of clause 12.1, either Party (“the Disclosing Party”) shall be entitled to disclose any information which Is required to be kept confidential in terms of that clause if and to the extent to which the disclosure is required to be given, made or published by law or under the rules and regulations of any relevant stock exchange or any applicable regulatory authority, in which case the Disclosing Party shall give the other Party (“the

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Other Party”) reasonable written notice thereof together with drafts or copies thereof, as soon as Is reasonable practicable provided that In the event that the Disclosing Party becomes legally compelled to disclose any such information the Disclosing Party will provide the Other Party with prompt notice so that it may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this clause 12. In the event that such protective order or other remedy is not obtained, or that the Other Party waives compliance with the provisions of this clause 12, the Disclosing Party may disclose without liability under this clause 12 only that portion of such information which the Disclosing Party, after receiving legal advice Is legally required to disclose and shall co-operate with the Other Party to obtain reliable assurance that confidential treatment will be afforded such information that is so disclosed, to the extent possible.

12.4 Notwithstanding the provisions of clause 12.1, a Party shall be entitled to disclose any information which is required to be kept confidential in terms of that clause if and to the extent to which the disclosure is required to be given to a financier of either of the Parties, In which case copies of the relevant disclosure shall be given to the other Party prior to such disclosure and the relevant financier shall sign an appropriate confidentiality undertaking drafted by such Party acting reasonably prior to such disclosure and approved by the other Party, which approval shall not be unreasonably withheld or delayed.

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12.5 Any breach by Newco of the confidentiality provisions of this clause 12, would entitle the Refiner to terminate this agreement forthwith by written notice to Newco.

12.6 The obligation of confidentiality in terms of clause 12.1 shall cease to apply to any Information which ceases to be confidential or becomes public knowledge through no fault of the Parties.

13. FORCE MAJEURE

13.1 If either Party is prevented or restricted directly or indirectly from carrying out all or any of its obligations under this agreement from any cause beyond the reasonable control of that Party (including without limiting the generality of the aforegoing, war, civil commotion, not, insurrection, strikes, lock-outs, fire, explosion, flood and acts of God, or by invasion or sit-ins at the Mine, Concentrator, Smelter and/or Refinery where a Party Is prevented from occupying or operating any part of the Mine, Concentrator, Smelter and/ or Refinery by combination of workmen or interference by trade unions), the Party so affected shall be relieved of its obligations hereunder during the period that such event and its consequences continue but only to the extent so prevented and shall not be liable for any delay or failure in the performance of any obligations hereunder or for loss or damages either general, special or consequential which the other Parties may suffer due to or resulting from such delay or failure, provided always that written notice shall within 48 (FORTY-EIGHT) hours of the occurrence constituting Force Majeure be given

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	such inability to perform by the affected Party and provided further that the obligation to give such notice shall be suspended to the extent necessitated by such Force Majeure.
13.2	Any Party invoking Force Majeure shall use its best endeavours to terminate the circumstances giving rise to Force Majeure and upon termination of the circumstances giving rise thereto, shall forthwith give written notice thereof to the other Parties.

13.3 If the full and proper implementation of this agreement is precluded by any of the events or a combination of the events contemplated In clause 13.1 for a period of more than 12 (TWELVE) consecutive Months at any one time, then and In such event the Parties shall endeavour to conclude new arrangements equitable to both of them and should they fail to agree upon any such new arrangements within 90 (NINETY) days of any of the Parties calling upon the others to do so, then any of the Parties shall be entitled to terminate this agreement.

14. DISPUTE RESOLUTION

14.1 Where there is reference in this Agreement to determination of a dispute by reference to a Referee the following provisions shall apply:

14.1.1 the Parties shall attempt to agree on the appointment of a Referee who shall be an individual with appropriate knowledge of the subject matter

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submitted to him or her, independent and free from any conflict or interest in dealing with the matte submitted to him or her.

14.1.2 should the Parties be unable to agree upon the identity of a Referee within 14 (FOURTEEN) days of the dispute having been declared between the Parties, then either Party shall be entitled to refer the appointment of the Referee to the President for the time being of the South African Institute of Mining and Metallurgy;

14.1.3 the Referee shall at all times be acting solely as an expert and not as an arbitrator,

14.1.4 the Referee shall decide the matter submitted to him or her and the procedure to be followed including, but not limited to, the questions of the holding of a hearing or a decision on the basis of written documents, the representation of parties at any hearing, and of the costs of such proceedings. In such manner and on such basis as he or she In his or her sole discretion considers to be fair, just and equitable under the circumstances then prevailing, subject to the proviso that both Parties shall be entitled to an equal opportunity for the submission of such written and/or oral representations as the Referee may, in his or her discretion, determine;

14.1.5 accordingly, neither the Arbitration Act, any other Act of Parliament or Law nor the rules of law, custom and practice governing hearings,

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	evidence or procedure need be observed or taken Into account by him or her;
14.1.6	both Parties shall be bound to continue with such proceedings and, insofar as may be necessary, irrevocably consent thereto including, but not limited to, the continuation of such proceedings should either Party unilaterally withdraw therefrom;

14.1.7 the decision of the Referee shall be final and binding on both Parties, and may be made an Order of any Court selected by either Party, for which purpose the other Party consents to Its jurisdiction.

14.2 In the event that there is a dispute as to the determination of the Dry Mass of Concentrate delivered on behalf of Newco or received by the Refiner, the aggrieved Party shall be entitled to request that a Referee be appointed to carry out an inspection of the apparatus and methodology used for the determination of weight. If after such inspection, which may include where necessary any calibration check, the Referee considers that the determination of the weight of Concentrate in dispute was accurate to within 3% (THREE PERCENT), then the original determination shall stand and the aggrieved Party shall bear all costs incurred as a result of the appointment of the Referee. If however, the Referee considers that the determination of the weight of Concentrate was not accurate to within 3% (THREE PERCENT), the weight in dispute shall be referred back to the JEC for recalculation in accordance with the Referee’s report on the accuracy of the original AXA

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determination and the non-aggrieved Party shall bear ail costs incurred as a result of the appointment of the Referee.

14.3 In the event that there is a dispute as to the final determination of the quantity of metals in Concentrate, or the water and chromite contents, in respect of Concentrate delivered to the Refiner, the aggrieved Party or Parties shall be entitled to request that the matter be resolved by a Referee.

14.4 Unless otherwise specifically provided for in this agreement, any dispute arising out of this agreement or the interpretation thereof, both while in force and after its determination, shall in the first instance be discussed by the Parties and resolved by mediation. In the event that the matter cannot be resolved by mediation, it shall be submitted to and determined by arbitration.

14.5 Any dispute arising from or in connection with this agreement shall be finally resolved in accordance with the Rules of the Arbitration Foundation of Southern Africa by a single arbitrator agreed by the parties or falling such agreement within 14 (FOURTEEN) days of the notification of the dispute appointed by the said Foundation.

14.6 Save in the case of manifest error the decision of the arbitrator(s) shall be final and binding on the Parties, and may be made an order of any Court of competent Jurisdiction. Each of the Parties hereby submits itself to the jurisdiction of the Witwatersrand Local Division of the High Court of South

Page 41.

Africa should the other Party wish to make the arbitrator’s decision an order of that Court.

14.7 Payments due in terms of this agreement shall continue to be paid, notwithstanding that such payment is dependent on the results of the arbitration, expert determination or based on the Refiner’s estimates, and appropriate adjustments shall be made after the determination of the expert or arbitrator.

15. NOTICES AND DOMICILIA

15.1 The Parties respectively choose domicilium citandi et executandi for all purposes of and in connection with this agreement as follows:

15.1.1	RPM	:	The Company Secretary
		:	[***]
	facsimile number	:	[***]
	e-mail address	:	[***];

15.1.2	Newco :	:	The Company Secretary
		:	[***]
	facsimile number	:	[***]
	e-mail address	:	[***];

Page 42.

with copies to Bakgatla SPV at:	[***]
Email: [***]
Fax: [***
]and
[***]
Attention: [***]
Email: [***]
Fax: [***],
unless otherwise stipulated by Bakgatla SPV to RPM in writing.

15.2 The Parties shall be entitled to change their domicilium from time to time, provided however that any new domicilium chosen by a Party shall be situated in the Republic of South Africa and any such change shall only take effect after receipt of notice thereof by the other Party.

15.3 All notices, demands, legal processes, communications or payments intended for either of the Parties shall be made or given at such Party’s domicilium.

15.4 A notice, demand, communication or payment sent by one Party to another shall be deemed to have been received;

15.4.1 on the same day, if sent by hand;

Page 43.

15.4.2 on the date of despatch of an email;

15.4.3 on the same day if sent by telefax before 12 noon on a Business Day;

15.4.4 the following Business Day if sent by telefax after 12 noon on a Business Day or on a non-Business Day;

15.4.5 on the recorded date of delivery.

15.5 Notwithstanding anything to the contrary herein contained, a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domlcilium citandi et executandi.

16. COSTS

16.1 Each Party shall bear, its own costs incurred in negotiating and drafting this agreement

16.1.1 The costs of notification to the South African Competition Commission and the Competition Commission of the European Union shall be borne by the Party or Parties, as the case may be, that is required to make the regulatory filing.

16.1.2 All amounts cited in this agreement are cited exclusive of Value Added Tax, which shall, if applicable, be payable in addition thereto.

Page 44.

17. GOVERNING LAW

This agreement shall be governed by and shall be interpreted In accordance with the laws of South Africa. Each of the Parties consents and submits to the non-exclusive jurisdiction of the High Court of South Africa (Witwatersrand Local Division) for all purposes in connection with this agreement.

18. SEVERABILITY OF PROVISIONS

Any provision of this Contract that is prohibited or unenforceable in any jurisdiction Is Ineffective as to that jurisdiction to the extent of the prohibition or unenforceability.

That does not invalidate the remaining provisions of this Contract nor affect the validity or enforceability of that provision in any other jurisdiction.

19. GENERAL

19.1 This document constitutes the sole record of the agreement between the Parties in regard to the subject matter of this agreement.

19.2 Neither of the Parties shall be bound by any express or implied term, representation, warranty, promise or the like, not recorded herein.

19.3 No addition to, variation or consensual cancellation of this agreement shall be of any force or effect unless in writing and signed by or on behalf of the / Parties.

Page 45.

19.4 No indulgence which any of the Parties (“the Grantor”) may grant to the other (“the Grantee”) shall constitute a waiver of any of the rights of the Grantor, who shall not thereby be precluded from exercising any rights against the Grantee which might have arisen in the past or which might arise in the future.

19.5 The Parties undertake at all times to do all such things, to perform all such acts and to take all such steps and to produce the doing of all such things, the performance of all such actions and the taking of all such steps as may be open to them and necessary for or incidental to the putting into effect or maintenance of the terms, conditions and import of this agreement.

19.6 This agreement shall be binding on the successors in title of Newco in the Mine and each shall ensure on a disposal or alienation of the Mine that their rights and obligations hereunder are ceded and assigned to the acquirer. The Refiner shall ensure on a disposal of its interests in the properties on which the Smelter is situated that its successors in title are bound by the provisions of this Agreement subject to the termination provisions set out in this Agreement.

20. CESSION, ASSIGNMENT, SUB-GRANTING, HYPOTHECATION, ALIENATION

Neither of the Parties shall be entitled to cede or assign any of their rights or obligations under this agreement without the prior written consent of the other Party.

Page 46.

21. BREACH

If either party hereto commits a material breach or fails In the observance of any of the terms and conditions hereof and fails to remedy such default or breach within 30 (THIRTY) days of delivery of written notice requiring It so to do, or, if such breach is not capable of being remedied within 30 (THIRTY) days, if the party in breach fails to commence remedying it within the said period and fails thereafter to remedy it within a reasonable period of time, then the aggrieved party shall be entitled to cancel this agreement against the defaulting party or to claim immediate payment and/or performance by the defaulting party of all of the defaulting party’s obligations whether or not the due date for payment and/or performance shall have arrived, In either event without prejudice to the aggrieved party’s rights to claim damages. The aforegoing is without prejudice to such other rights as the aggrieved party may have at law; provided always that, notwithstanding anything to the contrary contained in this agreement, the aggrieved party shall not be entitled to cancel this agreement, for any breach by the defaulting party unless such breach Is a material breach going to the root of this agreement and Is Incapable of being remedied by a payment in money, or if it is capable of being remedied by a payment in money, the defaulting party falls to pay the amount concerned within 30 (THIRTY) days after such amount has been determined.

Page 47.

THUS DONE AND EXECUTED at JOHANNESBURG on the ___________ day of ______200___ written in the presence of the undersigned witnesses.

AS WITNESSES:

1.	For and on behalf of
	RPM
2.
	Name:  ______________
	Status: Director
	(who warrants his authority hereto)

THUS DONE AND EXECUTED at JOHANNESBURG on the ___________ day of ______200___ written in the presence of the undersigned witnesses.

AS WITNESSES:

1.	For and on behalf of
	NEWCO
2.
	Name:  ______________
	Status: Authorised representative
	(who warrants his authority hereto)

ANNEXURE C

Eastern Limb Assets

Mphahlele

PROVINCE	PROPERTY	PERMIT TYPE AND NUMBER	SIZE (ha)	RIGHT HOLDER	INTEREST AND ISSUES  OUTSTANDING	MINERALS
Limpopo	Locatie van M’Phatlele 457 KS	New Order Prospecting Right LP 30/5/1/2/2/87 MR	11,725.00	Tameng Mining and Exploration (Pty) Ltd	Beneficial Interest to Platmin 54.29%	PGEs and associated minerals

Loskop

PROPERTY	INTEREST AND ISSUES OUTSTANDING 1	PERMIT TYPE	PERMIT NUMBER	SIZE (ha)	HOLDER	MINERAL
Rietfontein 70 JS(Pts11,15, 17, 18,19, 27, RE12, RE26, RE30)	100% Platmin SA	Converted Old Order Prospecting Right and New Order Prospecting Right	MP30/5/1/1/2/1019PR (now LP30/5/1 /1/2/1 /4/2906PR) and MP30/5/1/1/2/1653PR (now LP30/5/1/1/2//2927PR)	2,280.36	Platmin SA (Pty) Ltd	All minerals
Pts 21,22, RE20	100% shared 50/50 by Platmin SA and WPL
Portion 23, Re of Portion 1	75% shared 50/50 by Platmin SA and WPL
Portion 13	50% shared 50/50 by Platmin SA and WPL
De Wagendrift 79 JS (Pts 12, 13,14,15, Re1)	100% Platmin SA2	Converted Old Order Prospecting Right and New Order Prospecting Right	MP30/5/1/1/2/1141PR (now LP30/5/1/1/2/2914PR) and MP30/5/1/2/1/2/2926PR (now LP30/5/1/1/2/2926PR)	856.53		All minerals

Grootboom

Farm	Permit Number	Extent	Date Granted	Holder	Mineral
Grootboom 336 KT	Formerly: MP 30/5/1/1/2/281 MR Currently: LP 30/5/1/1/2/282 MR	1995,93 ha	23 Nov 2006	Platmin SA	All minerals excluding chrome

2

Table of Contents

1.	PARTIES	2
2.	INTERPRETATION	2
3.	INTRODUCTION	10
4.	COMMENCEMENT, DURATION AND SUSPENSIVE CONDITIONS	10
5.	SALE AND PURCHASE	13
6.	DELIVERY PLAN	15
7.	DELIVERY OF CONCENTRATE	16
8.	WEIGHING, SAMPLING AND ASSAYING TO DETERMINE THE TRANSFER QUANTITY AND QUALITY	17
9.	PRICE	23
10.	PAYMENT	33
11.	RISK AND OWNERSHIP	34
12.	CONFIDENTIALITY	34
13.	FORCE MAJEURE	36
14.	DISPUTE RESOLUTION	37
15.	NOTICES AND DOMICILIA	41
16.	COSTS	43
17.	GOVERNING LAW	44
18.	SEVERABILITY OF PROVISIONS	44
19.	GENERAL	44
20.	CESSION, ASSIGNMENT, SUB-GRANTING, HYPOTHECATION, ALIENATION	45

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21.	BREACH	46
ANNEXURE A   Shareholders in Platmin		1
ANNEXURE B   Magazynskraal Concentrate Agreement		1
ANNEXURE C   Eastern Limb Assets		1

EX-10.6

Exhibit 10.6

RELATIONSHIP AGREEMENT

	Execution Version
entered into between

ORKID S.à r.l.

(Registration No. B 167 777)

and

HODOS HOLDINGS LIMITED

(Registration No. 55562)

and

PLATMIN LIMITED

(Registration No. 54400)

and

THE BAKGATLA BA KGAFELA TRIBE

and

ITERELENG BAKGATLA MINERALS RESOURCES (PTY) LTD

(Registration No. 2003/003721/07)

and

PALLINGHURST IVY LANE CAPITAL LIMITED

(Registration No. 69215 C1/GBL)

2

and

BAKGATLA PALL1NGHURST JV (PTY) LTD

(Registration No. 2007/030554/07)

and

PALLINGHURST INVESTOR CONSORTIUM (PTY) LTD

(Registration No. 2007/030604/07)

and

CL1DET NO 832 (PTY) LTD

(Registration No. 2008/011497/07)

and

LEXSHELL 38 GENERAL TRADING (PTY) LTD

(Registration No. 2006/017942/07)

and

PLATMIN SOUTH AFRICA (PTY) LTD

(Registration No. 2000/002572/07)

and

NEWSHELF 1101 (PTY) LTD

(Registration No. 2010/018827/07)

and

PILANESBERG PLATINUM MINES (PTY) LTD

(Registration No. 2002/015572/07)

and

WEST DUNES PROPERTIES 115 (PTY) LTD

3

and

PALLINGHURST (CAYMAN) GP L.P,

and

INVESTEC BANK LIMITED

(Registration No. 1969/004763/06)

and

PALLINGHURST INVESTMENT CONSORTIUM II (LUX) S.ft r.L

(Registration No. Bl52918)

and

PALLINGHURST INVESTOR CONSORTIUM (LUX) S.& r.l.

(Registration No. B143734)

and

DUTCH INVESTMENTS (LUX) S.& r.l.

(Registration No. Bi 57475)

4

WHEREBY IT IS AGREED AS FOLLOWS:

1. INTERPRETATION AND PRELIMINARY

The headings of the clauses in this Agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of this Agreement nor any clause hereof. Unless a contrary intention clearly appears:

1.1 words importing:

1.1.1. any one gender include the other two genders;

1.1.2. the singular include the plural and vice versa; and

1.1.3. natural persons include created entitles (corporate or unincorporate) and the state and vice versa;

1.2 the following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings, namely -

1.2.1. “Act” means the Mineral and Petroleum Resources Development Act, 2002;

1.2.2. “Additional BBKT IBMR Consideration Shares” means 34,210,665 (thirty four million two hundred and ten thousand six hundred and sixty five) Platmin Shares which will constitute 1.357% (one point three five seven percent) of Platmin’s issued share capital on the Effective Date (on the assumption that the Additional BBKT IBMR Consideration Shares will have been issued on the Effective Date), provided that the aforesaid number of Platmin Shares, and the percentage which such Platmin Shares constitute of Platmin’s entire issued share capital, on the Second Closing Date shall be subject to upward or downward adjustment pursuant to the provisions of clause 11 of the Subscription Agreement and the provisions of the Contractor Agreement;

1.2.3. “Agreement” means this agreement and the annexures hereto;

1.2.4. “BBKT” means the Bakgatla Ba Kgafela Tribe, a universitas personarum being a traditional community and tribe established according to indigenous custom, with full contractual capacity;

1.2.5. “BPJV” means Bakgatla Pallinghurst JV (Pty) Ltd, Registration No. 2007/030554/07, a limited liability private company duly incorporated in the Republic of South Africa;

5

1.2.6. “Business Day” means any day other than a Saturday. Sunday or public holiday in the Republic of South Africa, Guernsey, Mauritius and/or Luxembourg;

1.2.7. “Clidet” means Clidet No 832 (Ply) Ltd, Registration No. 2008/011497/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.8. “Companies Act” means the Companies Act, 2008;

1.2.9. “Contractor Agreement” means the agreement between IBMR, Richtrau, Platmin and PPM pursuant to which, inter alia, an unincorporated Joint venture comprised of IBMR, Richtrau and PPM will appoint PPM to contract mine, beneficiate, market and sell their resources on their behalf;

1.2.10. “Control” means the Financial Surveillance Department of the South African Reserve Bank;

1.2.11. “Dispose” includes sell, alienate, transfer, exchange, make over, give, donate, unbundle, distribute, encumber or otherwise dispose of (including by way of donation, dividend, pledge or by way of the terms of a will), and “Disposal” shall bear a corresponding meaning;

1.2.12. “DMR” means the Department of Mineral Resources;

1.2.13. “Effective Date” means the date upon which the Suspensive Condition is fulfilled, or waived, as the case may be;

1.2.14. “Escrow Agent” means Webber Wentzel, a firm of attorneys operating in partnership pursuant to the laws of the Republic of South Africa;

1.2.15. “Guernsey SPV” means Hodos Holdings Limited, Registration No. 55562, a company duly incorporated in Guernsey;

1.2.16. “Holding Company” means holding company as defined in the Companies Act and references to a “Holding Company” shall not be limited to entities incorporated under the Companies Act and, in respect any company of which BBKT holds more than 50% (fifty percent) of the issued share capital, “Holding Company” means BBKT and in respect of the Pallinghurst Investor Consortium “Holding Company” includes the Program Partners and such Program Partners’ Holding Companies;

6

1.2.17. “IBMR” means Itereleng Bakgatla Mineral Resources (Pty) Ltd, Registration No. 2003/003721/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.18. “IBMR Mining Area” means a portion of the farm Wilgesprult 2 JQ, a portion of Portion 1 of the farm Rooderand 46 JQ, a portion of the farm Legkraal 45 JQ and a portion of the Farm Koedoesfontein 42 JQ being the area hatched in green (labelled as “IBMR Mining Right Area” in the legend) on the map attached hereto as Annexure A;

1.2.19. “IBMR Mining Right” means the mining right, with DMR file reference number NW30/5/1/2/2/333MR, held by IBMR over the IBMR Mining Area;

1.2.20. “IDC Subscription Agreement” means the agreement dated 7 March 2012 entered into between the Industrial Development Corporation of South Africa Limited and Platmin in terms of which, inter alia, the Industrial Development Corporation of South Africa Limited agrees to subscribe for that number of Platmin Shares and Platmin will issue so many Platmin Shares to the Industrial Development Corporation of South Africa Limited as will result in the Industrial Development Corporation of South Africa Limited holding 16.2% (sixteen point two percent) of the entire issued share capital of Platmin immediately following such issue of Platmin Shares;

1.2.21. “IDC Relationship Agreement” means the written agreement, dated 7 March 2012, between, inter alia, the Pallinghurst Investor Consortium and the Industrial Development Corporation of South Africa Limited;

1.2.22. “Independent Attorney” means such independent senior commercial attorney with expertise in mining law, of not less than 15 (fifteen) years standing as such, as may be agreed between PPM and BBKT, or failing agreement within 10 (ten) Business Days from the date of a request by either PPM or BBKT for such agreement, appointed by the Chairperson (or any co-Chairperson, as the case may be) for the time being of the Law Society of South Africa from one of the 5 (five) largest (based on number of partners) independent firms of attorneys in South Africa at the time;

1.2.23. “Independent Director” means a natural person (i) who would be an independent nonexecutive director as contemplated in paragraph 67 of Chapter 2 of King 111: Report on Governance for South Africa - 2009; (ii) who is independent in character and judgement and absent of undue influence or bias;

7

and (iii) in respect of whom there are no relationships or circumstances which are likely to affect his independence;

1.2.24. “Investec” means Investec Bank Limited, Registration No. 1969/004763/06, a limited liability public company duly incorporated in the Republic of South Africa;

1.2.25. “Investec Ivy Lane Agreement” means an agreement entered into between Investec and Ivy Lane in terms of which, inter alia, Ivy Lane sells to Investec: (a) 15.1% (fifteen point one percent) of the Ivy Lane IBMR Consideration Shares (as defined in the Subscription Agreement) if clause 5.1 of the Subscription Agreement is implemented; or (b) 15.1% (fifteen point one percent) of the shares in and claims on loan account acquired held by it in IBMR if clause 5.1 of the Subscription Agreement is not implemented;

1.2.26. “Investec Luxco Agreement” means an agreement entered into or to be entered into between, inter alia, Investec, Guernsey SPV, Luxco and PIC in terms of which, inter alia, PIC will repurchase all of the shares held by Investec in its issued share capital;

1.2.27. “Investec Platmin Agreement” means a subscription agreement entered into or to be entered into between, inter alia, Investec, Guernsey SPV, Platmin and Luxco in terms of which, inter alia, Investec will subscribe for Platmin Shares;

1.2.28. “Ivy Lane” means Pallinghurst Ivy Lane Capital Limited, Registration No. 69215 C1/GBL, a private company limited by shares incorporated in the Republic of Mauritius;

1.2.29. “Kgosi” means Molefe John Pilane (identity No. 580308 5848 085);

1.2.30. “Law” shall bear the meaning ascribed thereto in the IDC Subscription Agreement;

1.2.31. “Lexshell” means Lexshell 38 General Trading (Pty) Ltd, Registration No. 2006/017942/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.32. “LLTI” means Newshelf 1101 (Ply) Ltd, Registration No. 2010/018827/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.33. “Loan Creation Consolidation Agreement” means the consolidation agreement entered into or to be entered into between Luxco, Platmin, BBKT,

8

IBMR, Ivy Lane, BPJV, PIC, RPM, Clidet, Lexshell, Richtrau, Platmin SA, LLTI, PPM, West Dunes, Guernsey SPV and the Escrow Agent;

1.2.34. “Loss” means any claims, losses, damages or liabilities;

1.2.35. “Luxco” means Orkid S.à r.l., Registration No. B 167 777, a limited liability private company duly incorporated in Luxembourg;

1.2.36. “Minister” means the Minister of Mineral Resources, and includes any person to whom the Minister has delegated powers and functions in terms of section 103 of the Act;

1.2.37. “Ministerial Consents” means any of the requisite written consents of the Minister -

1.2.37.1. in terms of section 11 of the Act for the acquisition by Platmin (and/or a Subsidiary of Platmin) of the direct controlling interest in IBMR; or

1.2.37.2. in terms of section 11 of the Act for the cession and transfer of the IBMR Mining Right to PPM pursuant to the Section 11 Application; or

1.2.37.3. In terms of any other section of the Act which would ensure that Platmin, PPM or any other wholly-owned Subsidiary of Platmin has the ability to control 100% of the IBMR Mining Right and receive 100% of all profits derived from mining the IBMR Mining Area pursuant to the IBMR Mining Right,

whichever occurs the earliest;

1.2.38. “Net Debt” means any bank debt, external debt or loans (specifically excluding intra-group debt or loans) other than:

1.2.38.1. any guarantees or undertakings given by Platmin or any Platmin Subsidiary to: (i) the DMR in respect of mining, rehabilitation, closure or environmental matters; and/or (ii) Magalies Water; and/or (iii) Eskom Holdings Limited or any of its Subsidiaries;

1.2.38.2. operating leases and finance leases, including (without limitation) operating and finance leases in respect of office equipment, mining equipment and the Eskom Holdings Limited lease liability;

9

1.2.38.3. liabilities by Platmin or any Platmin Subsidiary to any of their employees, including (without limitation) liabilities to employees in relation to leave, retrenchment, dismissal and employment terms;

1.2.38.4. liabilities arising as a result of disputes in respect of customs, VAT and diesel rebates arising in the ordinary course of business;

1.2.38.5. the revolving credit facility with Investec;

1.2.38.6. long term borrowings in Defacto with Perilya Exploration which is not more than R40.000,000.00 (forty million Rand) plus interest charged thereon at the prime rate;

1.2.38.7. long term borrowings in Mahube with Corridor Mining Resources / Ranger Minerals which is not more than R1,500,000.00 (one million five hundred thousand Rand) plus interest charged thereon at the prime rate plus 2% (two) percent; and

1.2.38.8. any obligations, bank debt, external debt or loans reflected in Platmin’s and its Subsidiaries* last set of audited financial statements prior to the Signature Date and management accounts as at 30 September 2012;

1.2.39. “Pallinghurst Cayman” means Pallinghurst (Cayman) GP L.P., a limited partnership duly established under the laws of the Cayman Islands;

1.2.40. “Pallinghurst Investor Consortium” collectively Investec, Ivy Lane, Pallinghurst Investment Consortium II (Lux) S.à r.l., Pallinghurst Investor Consortium (Lux) S.à r.l. and Dutch Investments (Lux) S.à r.l.;

1.2.41. “Parties” means collectively Luxco, Platmin, IBMR, Ivy Lane, BBKT, BPJV, PIC, Clidet, Guernsey SPV, Lexshell, Platmin SA, LLTI, PPM, West Dunes, Pallinghurst Cayman, Investec. Pallinghurst Investment Consortium II (Lux) S.à r.l., Pallinghurst Investor Consortium (Lux) S.à r.l. and Dutch Investments (Lux) S.à r.l. and references to a “Party” shall be to any of the aforegoing individually, as the context may require;

1.2.42. “Party’s Group” means in relation to each Party:

1.2.42.1. any Subsidiary of that Party;

1.2.42.2. any Holding Company of that Party (other than Platmin), save that for purposes of clauses 17.1, 19.1, 19.2, 19.3, 19.4 and 19.5 such

10

Holding Company means a Holding Company of that Party on the Effective Date; and

1.2.42.3. any Subsidiary of that Party’s Holding Company, save that for purposes of clauses 17.1, 19.1, 19.2, 19.3, 19.4 and 19.5 the relevant Party’s Holding Company means a Holding Company of the relevant Party on the Effective Date;

1.2.43. “PIC” means Pallinghurst Investor Consortium (Ply) Ltd, Registration No. 2007/030604/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.44. “Platmin” means Platmin Limited, Registration No. 54400, a limited liability company duly incorporated in Guernsey;

1.2.45. “Platmin SA” means Platmin South Africa (Ply) Ltd, Registration No. 2000/002572/07, a limited liability private company duly incorporated in the Republic of South Africa, formerly Boynton Investments (Ply) Ltd;

1.2.46. “PPM” means Pilanesberg Platinum Mines (Ply) Ltd, Registration No. 2002/015572/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.47. “PPM Mining Area” means Portion 3 of the farm Rooderand 46 JQ; Remaining extent of Portion 1, Portion 2, Portion 3, Portion 4, Portion 6, Portion 9, Portion 13 and Portion 15 of the farm Ruighoek 169 JP; the farm Tuschenkomst 135 JP; Portion 1 and the Remaining Extent of the farm Witkleinfontein 136 JP; a portion of Portion 1 the farm Rooderand 46 JQ; and a portion of the farm Wilgespruit2 JQ;

1.2.48. “PPM Mining Right” means the mining right with DMR reference number NW30/5/1/2/2/320MR granted to PPM in terms of section 23(1) of the Act and executed on 14 February 2008 under protocol number 18/2008 over the PPM Mining Area;

1.2.49. “Program Partners” means AMCI ConsMin (Cayman) L.P, Investec Pallinghurst (Cayman) L.P, Pallinghurst Resources Fund L.P, NGPMR (Cayman) L.P and Pallinghurst EMAF African Queen L.P.;

1.2.50. “Rands” means South African Rands;

1.2.51. “Recognised Exchange” means any of one of the AIM market operated by the London Stock Exchange or the main boards of the Toronto Stock Exchange, the

11

Singapore Exchange, the Shanghai Stock Exchange, the stock exchange licensed to and operated by the JSE Limited, the London Stock Exchange, the Australian Securities Exchange or the Hong Kong Stock Exchange;

1.2.52. “Relevant Consenting Parties” shall bear the meaning ascribed thereto in clause 24.1;

1.2.53. “Richtrau” means Richtrau No 123 (Pty) Ltd, Registration No. 2006/017346/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.54. “Richtrau Area” means Magazynskraal, being the area covered by the Richtrau Rights;

1.2.55. “Richtrau Prospecting Rights” means the prospecting rights, with DMR file reference numbers NW30/5/1/1/2/1680PR and NW30/6/1/1/2/1334PR respectively, held by Richtrau over the Richtrau Area;

1.2.56. “Richtrau Rights” means the Richtrau Prospecting Rights, together with the applications lodged or to be lodged for a mining right pursuant to the Richtrau Prospecting Rights for PGMs in respect of the Richtrau Area and, upon the grant of such mining right, the mining right for PGMs held by Richtrau in respect of the Richtrau Area;

1.2.57. “RPM” means Rustenburg Platinum Mines Limited, Registration No. 1931/003380/06, a limited liability public company duly incorporated in the Republic of South Africa;

1.2.58. “Second Closing Date” shall bear the meaning ascribed thereto in the Loan Creation Consolidation Agreement;

1.2.59. “Section 11 Application” means the application by IBMR to the Minister in terms of section 11 of the Act regarding the cession and transfer of the IBMR Mining Right to PPM;

1.2.60. “Signature Date” means the date of the signature of this Agreement by the last Party to do so;

1.2.61. “Subscription Agreement” means the subscription agreement entered into or to be entered into between Luxco, Platmin, BBKT, IBMR, Ivy Lane, BPJV, PIC, RPM, Clidet, Guernsey SPV, Lexshell, Richtrau, Platmin SA, LLTI, PPM, West Dunes, Pallinghurst Cayman and the Escrow Agent, pursuant to which, inter

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alia. Ivy Lane, BBKT and RPM subscribes for certain Platmin Shares and Platmin Issues such Platmin Shares to Ivy Lane, BBKT and RPM;

1.2.62. “Subsidiary” means subsidiary as defined in the Companies Act and references to a “Subsidiary” shall not be limited to entities incorporated under the Companies Act and in respect of any company of which (i) any one or more of the Program Partners, individually or collectively, whether directly or indirectly, holds more than 60% (fifty percent) of the issued share capital or (ii) the BBKT holds, whether directly or indirectly, more than 60% (fifty percent) of the issued share capital, then in the case of (i) and (ii) “Subsidiary” means such company;

1.2.63. “Suspensive Condition” means the suspensive condition in clause 2.1;

1.2.64. “Tax” includes, but is not limited to, income tax, capital gains tax, PAYE, regional service council levies, VAT and any duly or levy (including any penalty or interest) imposed by any law administered by;

1.2.64.1. the South African Revenue Service or any other authority entitled to administer taxes in the Republic of South Africa in respect of entities which are liable to pay tax in the Republic of South Africa;

1.2.64.2. any authority entitled to administer taxes in the Bailiwick of Guernsey in respect of entitles which are liable to pay tax in the Bailiwick of Guernsey;

1.2.64.3. any authority entitled to administer taxes in Cyprus in respect of entities which are liable to pay tax in Cyprus;

1.2.64.4. any authority entitled to administer taxes in respect of entities which are liable to pay tax in Mauritius;

1.2.64.5. any authority entitled to administer taxes in Luxembourg in respect of entitles which are liable to pay tax in Luxembourg; and

1.2.64.6. any authority entitled to administer taxes in any other Jurisdiction in respect of entitles which are liable to pay tax in such jurisdiction;

1.2.65. “Transaction Agreements” means this Agreement, the Loan Creation Consolidation Agreement, the Subscription Agreement, the Contractor Agreement, the IDC Subscription Agreement, the Investec Platmin Agreement, the Investec Luxco Agreement and the Investec Ivy Lane Agreement;

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1.2.66. “UK Code” means the United Kingdom City Code on Takeovers and Mergers;

1.2.67. “USD” means United States Dollars;

1.2.68. “VAT” means value added tax as may be levied in terms of the VAT Act;

1.2.69. “VAT Act” means the Value-Added Tax Act, 1991; and

1.2.70. “West Dunes” means West Dunes Properties 115 (Pty) Ltd (Registration No. 2004/010211/07), a limited liability private company duly incorporated in the Republic of South Africa;

1.3 any reference to an enactment is to that enactment as at the Signature Date and as amended or re-enacted from time to time and includes any subordinate legislation made from time to time under such enactment;

1.4 if any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of the Agreement;

1.5 when any number of days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day is not a Business Day, in which case the last day shall be the next succeeding Business Day;

1.6 if any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that that term has not been defined in this interpretation clause;

1.7 capitalised words and/or terms used in this Agreement but not defined herein shall bear the meaning ascribed to them in the Loan Creation Consolidation Agreement, and if such words and/or terms are not defined in the Loan Creation Consolidation Agreement then they shall bear the meaning ascribed to them in the Subscription Agreement;

1.8 the expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this;

1.9 the rule of construction that a contract shall be interpreted against the Party responsible for the drafting or preparation of the contract, shall not apply;

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1.10 any reference in this Agreement to a Party shall include a reference to that Party’s assigns expressly permitted under this Agreement and, if such Party is liquidated or sequestrated, be applicable also to and binding upon that Party’s liquidator or trustee, as the case may be;

1.11 any reference to an agreement includes a reference to that agreement and its annexures, as may be amended, supplemented, varied or novated from time to time;

1.12 the words “include”, “including” and “in particular” shall be construed as being by way of example or emphasis only and shall not be construed, nor shall they take effect, as limiting the generality of any preceding word/s

1.13 the words “other” and “otherwise” shall not be construed ejusdem generis with any preceding words where a wider construction is possible; and

1.14 whenever a person is required to act as an “Expert” in terms of this Agreement, then:

1.14.1. the Expert shall act as an “expert and not as an arbitrator”;

1.14.2. subject to any express provision to the contrary, the Expert shall determine:

1.14.2.1. the quantum of his charges, which quantum shall be paid on demand, in the amounts and manner determined by the Expert; and

1.14.2.2. which of the relevant Parties to the matter referred to the Expert (collectively the “Concerned Parties” and separately and individually a “Concerned Party”) is liable to pay his charges and, if more than 1 (one) Concerned Party is so liable, in what proportions the obligation to make payment of his charges is to be split between the Concerned Parties;

1.14.3. the Expert shall be entitled to determine such methods and processes as he may, in his sole discretion, deem appropriate in the circumstances;

1.14.4. the Expert shall consult with the Concerned Parties (provided that the extent of the Expert’s consultation shall be in his sole discretion) prior to rendering a determination. The Expert shall afford the Concerned Parties the opportunity to make such written, or at its discretion, oral representations as the Concerned Parties wish, subject to such reasonable time and other limits as the Expert may prescribe and the Expert shall have regard to any such representations but not be bound by them;

1.14.5. the Concerned Parties shall fully co-operate with the Expert and do all such things as may be necessary to assist the Expert with his determination;

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1.14.6. having regard to the sensitivity of any confidential information, the Expert shall be entitled to take advice from any person considered by him to have expert knowledge with reference to the matter in question;

1.14.7. having considered the Concerned Parties’ respective representations as contemplated in clause 1.14.4, the Expert shall make his determination in as short a time as is reasonably possible in the circumstances;

1.14.8. the Expert’s determination will (in the absence of manifest error) be final and binding on the Concerned Parties;

1.14.9. there shall be one Expert, who shall be such corporate finance division of any independent and reputable investment bank as may be agreed between the Concerned Parties, or failing agreement within 10 (ten) Business Days from the date of a request by either of them for such agreement, appointed by the Executive President for the time being of the South African Institute of Chartered Accountants. If that person fails or refuses to make the aforesaid appointment, any Concerned Party may approach the High Court of South Africa to make such an appointment. To the extent necessary, the Parties agree that the High Court is expressly empowered to make such appointment.

2. SUSPENSIVE CONDITION

2.1 The whole of this Agreement, other than the provisions of clause 1, this clause 2, clause 3, clause 4, clause 6, clause 13, clause 16, clause 22 (other than clauses 23.3.3 and 23.4) and clauses 24, clause 25 and clauses 27 to 40 (both inclusive), which shall be of immediate force and effect on the Signature Date, is subject to the fulfilment of the suspensive condition, that by not later than 16 December 2013 the Subscription Agreement has been implemented save for the issuance by Platmin of the Additional BBKT IBMR Consideration Shares to BBKT and the payment of the Guaranteed Amounts.

2.2 Forthwith after the Signature Date, the Parties shall use their respective reasonable endeavours and co-operate in good faith to procure the fulfilment of the Suspensive Condition, to the extent that it is within their power to do so, as expeditiously as reasonably possible.

2.3 The Suspensive Condition has been inserted for the benefit of all of the Parties who will be entitled to waive fulfilment of same by written agreement prior to the expiry of the relevant time period set out in clause 2.1 (or extended in accordance with clause 2.4).

2.4 Unless the Suspensive Condition has been fulfilled or waived by not later than the date contemplated in clause 2.1 (or such later date or dates as may be agreed in writing between

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the Parties before the aforesaid date or dates), the provisions of this Agreement save for clause 1, this clause 2, clause 4, clause 22 (other than clauses 23.3.3 and 23.4), clause 24, clause 25 and clauses 27 to 40 (both inclusive) which will remain of full force and effect, will never become of any force or effect and the status quo ante will be restored as near as may be possible and none of the Parties will have any claim against any other in terms hereof or arising from the failure of the Suspensive Conditions, save for any claims arising from a breach of clause 2.2 and/or any prior breach of any of the provisions of this Agreement which became effective prior to the Effective Date.

3. SUBMISSION OF THE SECTION 11 APPLICATION

3.1 PPM shall as soon as reasonably possible after the Signature Date, but in any event by not later than 10 (ten) Business Days after the Signature Date, prepare and submit the Section 11 Application to BBKT for its approval, acting reasonably. BBKT shall be obliged within a period of 10 (ten) Business Days from the date of receipt of the Section 11 Application from PPM to review the Section 11 Application and either -

3.1.1. approve the Section 11 Application by notice in writing to PPM; or

3.1.2. acting reasonably, provide PPM with written amendments and/or comments in respect of the Section 11 Application.

3.2 PPM, BBKT and IBMR undertake to jointly consult with the DMR regarding the Section 11 Application to be submitted by PPM.

3.3 To the extent that BBKT and/or the DMR provides PPM and/or IBMR with any written amendments and/or comments in respect of the Section 11 Application, PPM shall forthwith be obliged to provide BBKT with the amended Section 11 Application for approval, which approval shall be given in writing to PPM within 5 (five) Business Days of receipt by BBKT of the amended Section 11 Application, provided such amendments and/or comments have been reasonably addressed by PPM.

3.4 To the extent that BBKT and PPM fail to reach agreement regarding the form and content of the Section 11 Application by the 20^,h (twentieth) Business Day after the Signature Date, or such later date as may be agreed to by BBKT and PPM in writing, the preparation of the Section 11 Application shall be referred by PPM and BBKT to an Independent Attorney who shall prepare and finalise the Section 11 Application, acting as an expert and not as an arbitrator.

3.5 The Section 11 Application, duly signed on behalf of PPM, shall, within 10 (ten) Business Days -

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3.5.1. of agreement between PPM and BBKT on the Section 11 Application; or

3.5.2. of receipt by PPM and/or BBKT of the Section 11 Application duly completed by the Independent Attorney,

be submitted by PPM to the DMR together with all of the required documents.

3.6 IBMR and to the extent necessary, BBKT and/or PPM, shall -

3.6.1. sign all documents and expeditiously provide all necessary information for submission of the Section 11 Application upon being required to do so;

3.6.2. use their reasonable commercial endeavours and shall take all such steps and render all such assistance as may be reasonably necessary to procure that the Section 11 Application and all requisite documents are properly prepared and duly submitted within the time periods specified in this clause; and

3.6.3. do everything reasonably required by the DMR in order to enable the Section 11 Application to be dealt with, to the extent that it is within its power to do so.

4. UNDERTAKINGS BY IVY LANE AND BBKT IN RESPECT OF CLAIMS AGAINST PLATMIN AND/OR ANY PLATMIN SUBSIDIARY WHICH EXCEED CERTAIN AMOUNTS

4.1 Each of Ivy Lane and BBKT hereby unconditionally and irrevocably undertakes in favour of Platmin and all Platmin Subsidiaries not to enforce any rights that it may have, and hereby unconditionally and irrevocably waives its right to rely on, or to enforce, any of its rights contained in the Loan Creation Consolidation Agreement and the Subscription Agreement in this regard, against Platmin and/or any Platmin Subsidiary to claim for any Loss under the Loan Creation Consolidation Agreement, this Agreement and/or the Subscription Agreement where such Loss in aggregate exceeds an amount of:

4.1.1. R2,195,461,966.80 (two billion one hundred and ninety five million four hundred and sixty one thousand nine hundred and sixty six Rand and eighty cents) on the basis that the aggregate amount recoverable by Ivy Lane (together with any successful claims that are awarded to RPM pursuant to the Loan Creation Consolidation Agreement and/or the Subscription Agreement) from Platmin and/or any Platmin Subsidiary, exclusive of interest and costs, from whatever cause arising, shall be limited to the aforesaid amount; and

4.1.2. (a) R2,257,532,039.60 (two billion two hundred and fifty seven million five hundred and thirty two thousand and thirty nine Rand and sixty cents) prior to the Second Closing Date on the basis that the aggregate amount recoverable by BBKT (together with any successful claims that are awarded to RPM

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pursuant to the Loan Creation Consolidation Agreement and/or the Subscription Agreement) from Platmin and/or any Platmin Subsidiary, exclusive of interest and costs, from whatever cause arising, prior to the Second Closing Date shall be limited to the aforesaid amount set out in this clause 4.1.2(a); and (b) R2,347,901,927.10 (two billion three hundred and forty seven million nine hundred and one thousand nine hundred and twenty seven Rand and ten cents) after the Second Closing Date on the basis that the aggregate amount recoverable by BBKT (together with any successful claims that are awarded to RPM pursuant to the Loan Creation Consolidation Agreement and/or the Subscription Agreement) from Platmin and/or any Platmin Subsidiary, exclusive of interest and costs, from whatever cause arising, after the Second Closing Date shall be limited to the aforesaid amount set out in this clause 4.1.2(b).

4.2 The Parties hereby acknowledge and agree that the waivers by Ivy Lane and BBKT in terms of clause 4.1 constitute waivers “signed by the Party granting such..., waiver...” as contemplated in clause 26.2 of the Loan Creation Consolidation Agreement and that such waivers are binding on and enforceable against the Parties and the parties to the Loan Creation Consolidation Agreement and are of full force and effect.

5. UNDERTAKINGS BY LUXCO AND PPM IN RESPECT OF THEIR RIGHTS UNDER CLAUSE 18.4 OF THE LOAN CREATION CONSOLIDATION AGREEMENT

5.1 Each of Luxco and PPM hereby unconditionally and irrevocably undertakes in favour of BBKT and Ivy Lane not to enforce any of its rights contained in the provisio to clause 18.4 of the Loan Creation Consolidation Agreement, and hereby unconditionally and irrevocably waives its right to rely on, or to enforce any of its rights contained in, the proviso to clause 18.4 of the Loan Creation Consolidation Agreement, which provisio reads as follows: “provided that if Luxco or PPM (as the case may be) is unsuccessful in claiming the joint portion of its Loss on the basis set out above from BBKT or Ivy Lane, as the case may be, (the “Non-Liable Party”) then if Luxco or PPM (as the case may be) has diligently asserted its rights to claim the Loss jointly from both BBKT and Ivy Lane on the basis set out in clauses 18.4.1 or 18.4.2 above (as the case may be) it shall be entitled to claim the entire Loss suffered by it (less any portion of any Loss recovered by it from the Non-Liable Party) from the other of them and in this regard Luxco or PPM (as the case may be) shall be entitled to state in any proceedings which it institutes for the recovery of any Loss that it claims such Loss from BBKT and Ivy Lane jointly in the relevant proportions set out in clause 18.4.1 or 18.4.2 above (as the case may be) and in the alternative that if it is unsuccessful in claiming the joint portion of its Loss on such basis from either of BBKT or Ivy Lane, as the case may be, then it wishes to claim the entire Loss (less any portion of any Loss recovered by it from the Non-Llabie Party) from the other of them”.

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5.2 The Parties hereby acknowledge and agree that the waivers by Luxco and PPM in terms of clause 5.1 constitute waivers “signed by the Party granting such.... waiver...” as contemplated in clause 26.2 of the Loan Creation Consolidation Agreement and that such waivers are binding on and enforceable against the Parties and the parties to the Loan Creation Consolidation Agreement and are of full force and effect.

6. UNDERTAKING TO SEND THE FUNDING NOTICE CONTEMPLATED IN CLAUSE 18.5.5 OF THE LOAN CREATION CONSOLIDATION AGREEMENT

If any of the scenarios in clauses 18.5.1, 18.6.2, 18.5.3 and/or 18.5.4 of the Loan Creation Consolidation Agreement arise, then:

6.1 each of Ivy Lane, BBKT, IBMR (if IBMR is the Relevant Company (as defined in clause 18.5.5 of the Loan Creation Consolidation Agreement)) and LLTI (if LLTI is the Relevant Company (as defined in clause 18.5.5 of the Loan Creation Consolidation Agreement)) hereby undertake to send the Funding Notice (as defined in clause 18.5.5 of the Loan Creation Consolidation Agreement) to PPM on the basis set out in clause 18.5 of the Loan Creation Consolidation Agreement; and

6.2 if Richtrau is the Relevant Company (as defined in clause 18.5.5 of the Loan Creation Consolidation Agreement) then Ivy Lane and BBKT hereby undertake to: (a) send the Funding Notice (as defined in clause 18.5.5 of the Loan Creation Consolidation Agreement) to PPM on the basis set out in clause 18.5 of the Loan Creation Consolidation Agreement; and (b) use their respective reasonable endeavours to procure that Richtrau sends such notice as aforesaid together with them to PPM.

7. UNDERTAKINGS IN RESPECT OF ADMINISTRATIVE, COMPANY SECRETARIAL AND AUDITING COSTS

7.1 Luxco hereby unconditionally and irrevocably undertakes in favour of Ivy Lane not to enforce any rights that it may have, and hereby unconditionally and irrevocably waives its right to rely on, or to enforce, any of its rights contained in the Loan Creation Consolidation Agreement in this regard, against Ivy Lane to claim for any Loss under the Loan Creation Consolidation Agreement where such Loss arises as a result of a breach of the warranty as to debts and obligations of Clidet contained in clauses 6.3.1.5.12.2 of the Loan Creation Consolidation Agreement pursuant to administrative, company secretarial and/or auditing costs which in aggregate do not exceed R150,000.00 (one hundred and fifty thousand Rand) per annum.

7.2 Clidet hereby unconditionally and irrevocably undertakes in favour of BBKT not to enforce any rights that it may have, and hereby unconditionally and irrevocably waives its right to rely on, or to enforce, any of its rights contained in the Loan Creation Consolidation Agreement in this regard, against BBKT to claim for any Loss under the Loan Creation Consolidation

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Agreement where such Loss arises as a result of a breach of the warranty as to debts and obligations of Lexshell contained in clauses 8.3.1.16.2 of the Loan Creation Consolidation Agreement pursuant to administrative, company secretarial and/or auditing costs which in aggregate do not exceed R150,000.00 (one hundred and fifty thousand Rand) per annum.

7.3 PPM hereby unconditionally and irrevocably undertakes in favour of BBKT and Ivy Lane not to enforce any rights that it may have, and hereby unconditionally and irrevocably waives its right to rely on, or to enforce, any of its rights contained in the Loan Creation Consolidation Agreement in this regard, against BBKT and Ivy Lane to claim for any Loss under the Loan Creation Consolidation Agreement where such Loss arises as a result of a breach of the warranty as to debts and obligations of IBMR contained in clauses 10.5.10.2 of the Loan Creation Consolidation Agreement pursuant to administrative, company secretarial and/or auditing costs which in aggregate do not exceed R150,000.00 (one hundred and fifty thousand Rand) per annum.

8. BBKT’S RIGHT TO APPOINT A MEMBER TO THE INVESTMENT COMMITTEE OF PLATMIN

8.1 Subject to clause 8.6, Platmin hereby irrevocably and unconditionally undertakes to use its reasonable endeavours to procure that by not later than the 90th (ninetieth) Business Day after the Closing Day (as defined in the IDC Subscription Agreement) a sub-committee is constituted as an advisory sub-committee in order to make recommendations (on a non binding basis) to Platmin as to, inter alia, material exploitation, exploration, development, mining and/or prospecting (and matters ancillary to the aforesaid exploitation, exploration, development, mining and/or prospecting) in South Africa and all technical, financial (including receiving and evaluating budgets in respect of the aforesaid matters) and social issues in relation thereto.

8.2 The sub-committee shall meet (whether by telephone, video conference or otherwise) no less frequently than on a monthly basis to discuss, review and make recommendations to Platmin, but shall otherwise be entitled to determine the time, manner and agenda for its meetings.

8.3 BBKT shall be entitled, on written notice, to nominate, appoint, remove or replace 1 (one) member of the sub-committee, who shall have 1 (one) vote in respect of its proposed recommendations provided that such member shall not have any votes in relation to how the Subscription Amount (as defined in the IDC Subscription Agreement) should be utilised. The aforesaid sub-committee shall have as many members as Platmin considers necessary from time to time.

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8.4 All recommendations of the sub-committee shall be determined by simple majority.

8.5 Platmin and BBKT shall be entitled (but not obliged) to appoint an observer to attend and speak (but not to vote) at any meeting of the sub-committee, and for that purpose to be given due notice of all meetings of the sub-committee and copies of all minutes of such meetings.

8.6 Notwithstanding clauses 8.1 to 8.5 above (both inclusive), if BBKT holds less than 5% (five percent) of Platmin’s issued ordinary share capital, then in such circumstances clauses 8.1 to 8.5 above (both inclusive) shall not apply to BBKT.

9. BBKT’S RIGHT TO APPOINT A MEMBER TO THE IPO STEERING COMMITTEE

9.1 It is recorded that Platmin is considering an initial public offering of Platmin Shares and the listing of such Platmin Shares on a securities exchange; in implementing this;

9.1.1. Platmin and the IDC will, as soon as is reasonably practicable after the issuance (as defined in the IDC Subscription Agreement), form a steering committee to oversee the overall initial public offering and the listing of the Platmin Shares on a securities exchange; and

9.1.2. BBKT will be entitled to have representation at such steering committee.

9.2 The steering committee will prepare all of the required and necessary documentation for the undertaking of the initial public offering of the Platmin Shares and their listing in a securities exchange, and BBKT’s representatives shall be furnished with any and all such required and necessary documentation prepared for this purpose within a reasonable period, who shall be entitled to comment thereon. Platmin shall, in good faith, consider all comments made by BBKT in relation to such documentation. BBKT hereby undertakes in favour of Platmin to also act in good faith in the aforesaid process.

9.3 Subject to applicable law and/or urgent timing requirements, none of the Parties shall make any public announcements of any nature whatsoever in respect of or in connection with the initial public offering without affording the other sufficient time to consider and comment on the contents of such public announcement.

9.4 Notwithstanding clauses 9.1 to 9.3 above (both inclusive), if BBKT holds less than 5% (five percent) of Platmin’s issued ordinary share capital, then in such circumstances clauses 9.1 to 9.3 above (both inclusive) shall not apply to BBKT.

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10. PLATMIN’S CASH POSITION I PLATMIN’S ISSUED SHARE CAPITAL

10.1 Platmin hereby warrants to BBKT, Ivy Lane and Investec that the cumulative face value of unencumbered cash and near cash balances of Platmin and the Platmin’s Subsidiaries held in their bank accounts as at 30 September 2012 is not less than the aggregate of USD27,500,000.00 (twenty seven million five hundred thousand United States Dollars) and R87,026,557.00 (eighty seven million twenty six thousand five hundred and fifty seven Rand).

10.2 Platmin hereby warrants to the other Parties that the number of issued shares in Platmin’s share capital as at the Signature Date is 910,395,053 (nine hundred and ten million three hundred and ninety five thousand and fifty three) Platmin Shares.

10.3 Platmin hereby warrants to BBKT, Ivy Lane and Investec that Platmin, PPM and Platmin SA have no Net Debt on the Signature Date.

10.4 Platmin hereby warrants to BBKT, Ivy Lane and Investec that Annexure C is accurate as at the Signature Date and that Annexure D is accurate as at the Effective Date.

11. BBKT’S BOARD REPRESENTATIVES

11.1 For so long as BBKT holds at least that number of Platmin Shares which constitutes:

11.1.1. not less than 25% (twenty five percent) of Platmin’s entire issued share capital, Platmin hereby warrants to BBKT that BBKT shall be entitled to appoint 3 (three) directors to the board of directors of Platmin, provided that no person identified by the BBKT for appointment to the board of directors of Platmin shall be so appointed unless he/she is eligible for appointment under Guernsey Law;

11.1.2. less than 25% (twenty five percent) but more than 15% (fifteen percent) of Platmin’s entire issued share capital Platmin hereby warrants to BBKT that BBKT shall be entitled to appoint 2 (two) directors to the board of directors of Platmin, provided that no person identified by the BBKT for appointment to the board of directors of Platmin shall be so appointed unless he/she is eligible for appointment under Guernsey Law;

11.1.3. less than 15% (fifteen percent) but more than 5% (five percent) of Platmin’s entire issued share capital Platmin hereby warrants to BBKT that BBKT shall be entitled to appoint 1 (one) directors to the board of directors of Platmin, provided that no person identified by the BBKT for appointment to the board of directors of Platmin shall be so appointed unless he/she is eligible for appointment under Guernsey Law.

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11.2 The BBKT appointees to the Platmin board of directors contemplated in clause 11.1 are referred to hereinafter as the “BBKT Appointees” and for the avoidance of doubt Kgosi, who is a director on the board of directors of Platmin as at the Signature Date, is to be counted as one of the BBKT Appointees for so long as he is a director on the board of directors of Platmin.

11.3 If the percentage which the Platmin Shares held by BBKT constitutes of Platmin’s entire issued share capital at the relevant point (the “BBKT Percentage”) in time falls below the relevant percentage contemplated in clause 11.1 which entitles BBKT to appoint the number of BBKT Appointees that are on the Platmin board of directors at such point in time then BBKT hereby unconditionally and irrevocably undertakes to procure that the relevant BBKT Appointees come off the board of directors and furthermore to do all such things as are within its power (including voting in favour of all relevant shareholder resolutions and signing all documents required) in order to remove the relevant number of BBKT Appointees from the Platmin board of directors as soon as is reasonably practical.

11.4 BBKT shall, upon written notice to Platmin, be entitled to remove any BBKT Appointee.

11.5 BBKT shall be entitled to appoint to the Platmin board of directors (mutatis mutandis, in accordance with the provisions of clause 11.1), a replacement to any BBKT Appointee from time to time.

11.6 If any of: (a) Tom Dale; (b) Peter Ruxton; and/or (c) Keith Liddell, ceases to be a director of Platmin and if the Platmin board wishes to replace any of the aforementioned individuals then Platmin shall only be entitled to replace such individuals with persons who are, once appointed, Independent Directors and if any such Independent Director (or any replacement/s of such Independent Director) ceases to be an Independent Director at any lime then he must be removed and, if replaced, replaced with an Independent Director unless the aforesaid director is the chief executive officer of Platmin in which case his replacement (and any replacements of such replacement) is not required to comply with the provisions of:

11.6.1. clause 1.2.23(1) at all; and

11.6.2. clause 1.2.23(ii) and (iii) once appointed as a director but must comply with such provisions prior to his appointment as a director.

11.7 For so long as BBKT holds at least that number of Platmin Shares which constitutes the relevant percentage of Platmin’s entire issued share capital contemplated in clause 11.1:

11.7.1. Platmin irrevocably and unconditionally undertakes in favour of BBKT to do all such things as are within its power and sign all such documents which may be

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required, to give effect to the applicable provisions of clauses 11.1, 11.3, 11.4, 11.5 and 11.6 as soon as is reasonably practical;

11.7,2. each of the Parties who are shareholders in Platmin at the relevant point in time irrevocably and unconditionally undertakes in favour of BBKT to (i) vote in favour of all such shareholder resolutions; and (ii) do all such things as are within its power and sign all such documents, which may be required to give effect to the applicable provisions of clauses 11.1, 11.3, 11.4, 11.5 and 11.6 as soon as is reasonably practical.

11.8 This clause 11 shall cease to be of any further force or effect once: (a) the board of directors of Platmin resolves to list Platmin Shares on a Recognised Exchange; and (b) the key documents in respect of such listing have been approved by the board of directors of Platmin, save that:

11.8.1. if such listing does not take place within a reasonable period of time after (a) and (b) have occurred, then until such listing has occurred the provisions of this clause 11 shall again become of full force and effect until the date upon which such listing takes place; and

11.8.2. following such listing, for so long as BBKT holds not less than 5% (five percent) of Platmin’s entire issued share capital, BBKT shall be entitled to nominate 1 (one) for appointment to the Platmin board of directors, mutatis mutandis, in accordance with the provisions of clause 11.1.

12. ARRANGEMENTS AND WARRANTY AS TO FEES IN RESPECT OF THE IDC SUBSCRIPTION AGREEMENT

12.1 Each of the Pallinghurst Investor Consortium (other than Investec) and BBKT hereby warrants to and in favour of the other of them that as at the Effective Date there are no agreements, arrangements or understandings (of any nature whatsoever) in place between it (and/or any member of such Party’s Group, other than Investec in the case of the Pallinghurst Investor Consortium) and/or the Industrial Development Corporation of South Africa Limited or RPM in respect of or relating in any way whatsoever to their or any member of such Party’s Group shareholdings in Platmin save for all agreements, arrangements or understandings that are within the knowledge of the Parties, including (without limitation) the IDC Relationship Agreement.

12.2 Each of the Parties hereby warrants to the other Parties that as at the Signature Date and the Effective Date:

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12.2.1. no agents fees or commissions are payable by Platmin (and/or any member of any Platmin’s Party’s Group) to any Party, any member of the Pallinghurst Investor Consortium or any other person (natural or juristic) as a result of the entering into and/or implementation of the IDC Subscription Agreement and/or the IDC Relationship Agreement; and

12.2.2. there are no other written agreements (save in respect of agreements between any of the Pallinghurst Investor Consortium, the Program Partners and any entitles (other than Platmin and its Subsidiaries) which any of them have substantial shareholdings in (whether directly or indirectly) or entities which have substantial shareholdings in them (whether directly or indirectly)) to which any of them is a party in relation to the subject matter of this Agreement, the Loan Creation Consolidation Agreement the Subscription Agreement or any other agreements referred to in this Agreement the Loan Creation Consolidation Agreement or the Subscription Agreement.

13. THE IDC SUBSCRIPTION AGREEMENT AND BBKT’S RIGHTS IN RELATION THERETO

13.1 If Platmin intends agreeing to an amendment to the IDC Subscription Agreement then Platmin shall, prior to agreeing to such amendment, notify BBKT thereof and if:

13.1.1. such amendment has or is likely to have a material adverse impact on Platmin’s position in relation to the IDC Subscription Agreement; and

13.1.2. by not later than the 3rd (third) Business Day after the date upon which BBKT is notified that Platmin intends agreeing to such amendment BBKT sends a written notice to Platmin stating that it does not agree to such amendment,

then. Platmin shall not be entitled to agree to the aforesaid amendment. Should BBKT fail to timeously exercise its rights in terms of this clause 13.1, then Platmin shall be entitled to agree to the aforesaid amendment and BBKT shall remain bound in all respects by all of the terms and conditions of this Agreement, the Subscription Agreement and the Loan Creation Consolidation Agreement.

13.2 Notwithstanding the above, BBKT’s right contained in clause 13.1 above shall fail away and cease to be of any further force or effect when the Industrial Development Corporation of South Africa Limited pays the Subscription Amount (as defined in the IDC Subscription Agreement) to Platmin pursuant to article 3.1(a) of the IDC Subscription Agreement.

13.3 Platmin hereby warrants in favour of the other Parties that as at the Signature Date no amendments have been made to the IDC Subscription Agreement and therefore that, as at

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the Signature Date, the IDC Subscription Agreement is in the same form and of the same substance as it was when signed on 7 March 2012.

14. WARRANTIES AS TO PLATMIN GROUP COMPANIES AND MINING RIGHTS AND PROSPECTING RIGHTS

14.1 Registration

14.1.1. Platmin hereby warrants to BBKT and Ivy Lane that as at the Effective Date:

14.1.1.1. Platmin is a limited liability company, duly incorporated and registered in the Bailiwick of Guernsey and all of the Platmin Subsidiaries contemplated in Annexure D are duly incorporated and registered in the jurisdictions which relate to them in their respective definitions in clause 1; and

14.1.1.2. no steps have been taken or are contemplated for the deregistration of Platmin or any of Platmin’s Subsidiaries contemplated in Annexure D.

14.1.2. BBKT and Ivy Lane, jointly (and not jointly and severally) in the following proportions as to 49.9% (forty nine point nine percent) in respect of Ivy Lane and as to 50.1% (fifty point one percent) in respect of BBKT, warrants to Platmin that as at the Effective Date:

14.1.2.1. IBMR is a private company, duly incorporated and registered in the Republic of South Africa; and

14.1.2.2. no steps have been taken or are contemplated for the deregistration of IBMR.

14.1.3. BBKT and Ivy Lane, jointly (and not jointly and severally) in the following proportions: as to 50% (fifty percent) in respect of Ivy Lane and as to 50% (fifty percent) in respect of BBKT, warrants to Platmin that as at the Effective Date:

14.1.3.1. Richtrau is a private company, duly incorporated and registered in the Republic of South Africa; and

14.1.3.2. no steps have been taken or are contemplated for the deregistration of Richtrau.

14.1.4. BBKT hereby warrants to Platmin that as at the Effective Date:

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14.1.4.1. Lexshell is a private company, duly incorporated and registered in the Republic of South Africa; and

14.1.4.2. no steps have been taken or are contemplated for the deregistration of Lexshell.

14.2 Platmin hereby gives the following warranties to BBKT and Ivy Lane:

PPM

14.2.1. As at the Effective Date, PPM holds the PPM Mining Right.

Platmin SA

14.2.2. As at the Signature Date, Platmin holds mining and prospecting rights, whether directly or indirectly and in the proportions set out in Annexure B over what is referred to as the “Eastern Limb Assets”.

Prospecting Rights

14.2.3. As at the Effective Date, in relation to the material prospecting and/or mining rights held by Platmin (whether directly or indirectly and in the proportions set out in Annexure B at the Effective Date, comprising Grootboom, Mphahlele and Loskop (“Mining/Prospecting Rights”), Platmin warrants -

14.2.3.1. Platmin SA is either the sole or joint beneficial holder (as defined in the Act) of the Mining/Prospecting Rights for the purposes of the Act; and

14.2.3.2. the Mining/Prospecting Rights have either been: (a) registered at the Minerals and Petroleum Titles Registration Office; or (b) lodged for registration at the Minerals and Petroleum Titles Registration Office within the prescribed time.

14.2.4. As at the Effective Date, save as otherwise contemplated in the course of the implementation of the Subscription Agreement and the Loan Creation Consolidation Agreement (the “Consolidation”), no application to transfer any right or interest in the Mining/Prospecting Rights has been made by Platmin or any of Platmin’s Subsidiaries to the Minister under section 11 of the Act.

14.2.5. As at the Signature Date, no notice has been received by Platmin and/or Platmin SA of the intention of any authority to expropriate the properties or any portions thereof nor is Platmin and/or Platmin SA aware of any intention to

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expropriate the properties over which the Mining/Prospecting Rights have been granted (“Properties”) by any such authority.

Mining Rights

14.2.6. As at the Effective Date, PPM is the sole and beneficial holder (as defined in the Act) of the PPM Mining Right for the purposes of the Act.

14.3 BBKT and Ivy Lane, Jointly (and not jointly and severally) in the following proportions: (a) as to 49.9% (forty nine point nine percent) in respect of Ivy Lane and as to 50.1% (fifty point one percent) in respect of BBKT in respect of the warranty contained in clause 14.3.1; and (b) as to 50% in respect of Ivy Lane and as to 50% in respect of BBKT in respect of the warranties contained in clauses 14.3.2 to 14.3.5, hereby gives the following warranties to Platmin:

IBMR

14.3.1. As at the Effective Date, IBMR holds the IBMR Mining Right and is the sole and beneficial holder (as defined in the Act) of the IBMR Mining Right for the purposes of the Act.

Richtrau

14.3.2. As at the Effective Date, Richtrau holds the Richtrau Rights.

Prospecting Rights

14.3.3. As at the Effective Date, in relation to the Richtrau Prospecting Rights, BBKT warrants as follows -

14.3.3.1. Richtrau is the sole registered and beneficial holder (as defined in the Act) of the Richtrau Prospecting Rights for the purposes of the Act; and

14.3.3.2. the Richtrau Prospecting Rights have been registered at the Minerals and Petroleum Titles Registration Office.

14.3.4. As at the Effective Date, save as otherwise contemplated in the course of the Consolidation, no application to transfer any right or interest in the Richtrau Prospecting Rights has been made to the Minister under section 11 of the Act.

14.3.5. As at the Signature Date, no notice has been received by Richtrau of the intention of any authority to expropriate the properties or any portions thereof

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nor is BBKT aware of any intention to expropriate the Richtrau Prospecting Properties by any such authority.

15. PLATMIN RE-LISTING

15.1 The Parties record and agree that:

15.1.1. on 16 November 2011, Control approved the application made by Platmin: (a) to delist all of the Platmin Shares listed on the Johannesburg Stock Exchange; and (b) for South African resident shareholders to continue holding their Platmin Shares for an interim period of 12 (twelve) months - whereafter Control requires that Platmin re-lists the Platmin Shares on a recognised international stock exchange which will be followed by the inward listing of the Platmin Shares held or to be held by South African resident Platmin shareholders on the Johannesburg Stock Exchange (the “Re-Listing”); and

15.1.2. Platmin shall, in its sole and absolute discretion, be entitled (but not obliged) to request Control to grant it extensions of the date or such extended date or dates, as the case may be, by which the Re-Listing is to occur and none of the Parties shall do anything which could compromise an existing extension or the ability to obtain a future extension.

15.2, The Parties hereby agree that if Control informs any South African resident Platmin shareholder who is a Party to this Agreement or any South African resident Platmin shareholder who is a party to the Subscription Agreement or Platmin that any such South African resident Platmin shareholder will have to sell the Platmin Shares held by it/them unless the Re-Listing takes place or something similar to the Re-Listing takes place (the “Control Requirement”), then Platmin undertakes in favour of the Parties who are shareholders in Platmin at such time to use its best endeavours to comply with the Control Requirement and the Parties who are shareholders in Platmin at such time undertake in favour of one another and Platmin to do all such things and vote in favour of all shareholder resolutions necessary to procure compliance with the Control Requirement. If the Control Requirement emerged prior to the Effective Date, then Platmin and the Parties who are shareholders in Platmin at such time undertake to comply with their respective aforesaid undertakings with effect from the Effective Date. If any Party is informed by Control of the Control Requirement, then it shall as soon as is reasonably possible thereafter notify the other Parties thereof and forward to the other Parties all correspondence received by it from Control in this regard.

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16. ARTICLE 7.3 OF PLATMIN’S ARTICLES OF INCORPORATION

16.1 It is recorded and agreed that article 7.3 of Platmin’s articles of incorporation currently provides the board of directors of Platmin a discretion to refuse to register a transfer of Platmin Shares. Platmin hereby unconditionally and irrevocably warrants and undertakes in favour of each of the Parties who are shareholders in Platmin at the relevant point in time that the board of directors of Platmin shall:

16.1.1. not, after the Effective Date, refuse to register the transfer of any Platmin Shares sold by any of the Parties who are shareholders in Platmin at the relevant point in time; and

16.1.2. propose a resolution for the deletion of clause 7.3 of Platmin’s articles of incorporation (and any other provision in Platmin’s articles of incorporation which clearly restricts the transfer of Platmin Shares in any way whatsoever) at the first meeting of the shareholders of Platmin following the Signature Date.

16.2 Each of the Parties who are shareholders in Platmin at the relevant point in time hereby undertake in favour of Platmin and one another:

16.2.1. that if Platmin breaches the warranty and undertaking given by it in clause 16.1.1 then each of the Parties who are shareholders in Platmin at the relevant point in time unconditionally and irrevocably undertake to do all such things as are necessary and requisite to procure that Platmin calls a Platmin shareholders meeting as soon as is reasonably possible after such failure (and Platmin hereby irrevocably and unconditionally undertakes in favour of each of the Parties who are shareholders in Platmin at the relevant point in lime to do so) at which meeting a shareholder resolution approving the deletion of clause 7.3 of Platmin’s articles of incorporation (and any other provision in Platmin’s articles of incorporation which clearly restricts the transfer of Platmin Shares in any way whatsoever) is proposed; and

16.2.2. to vote in favour of the deletion of 7.3 of Platmin’s articles of incorporation (and any other provision in Platmin’s articles of incorporation which clearly restricts the transfer of Platmin Shares in any way whatsoever) proposed at the meeting of Platmin shareholders contemplated in clause 16.1.2 or 16.2.1.

17. ACQUISITION OF CONTROL OF PLATMIN

17.1 If prior to the Second Closing Date, a third party alone or together with concert parties makes an offer or a series of inter-related offers to acquire 35% (thirty five percent) or more of Platmin’s entire issued share capital, whether directly or indirectly from the Pallinghurst

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Investor Consortium and/or any member of its Party’s Group (the “Offeree”) which the Offeree wishes to accept (the “Offer”), then the Parties to this Agreement who are shareholders of Platmin at such point in time and Platmin (the “Attempting Parties”) shall use their respective reasonable endeavours to procure that as soon as is reasonable practicable after the Second Closing Date:

17.1.1. BBKT has an option to put the Additional BBKT IBMR Consideration Shares to such third party on mutatis mutandis the same terms and conditions of the Offer; and

17.1.2. such third party has an option to call on the Additional BBKT IBMR Consideration Shares of BBKT on mutatis mutandis the same terms and conditions of the Offer.

17.2 If the Attempting Parties are unable to procure at least the put option contemplated in clause 17.1.1 prior to accepting the Offer, then in such circumstances Platmin hereby grants BBKT the option, subject to Guernsey law, to put the Additional BBKT IBMR Consideration Shares to Platmin and/or any Platmin Subsidiary nominated by Platmin (the “Platmin Entity/ies”) on mutatis mutandis the same terms and conditions of the Offer, as soon as is reasonably practicable after the Second Closing Date, if BBKT wishes to exercise this option (subject to the Second Closing Date occurring), it must notify Platmin thereof in writing (the “Notice”) by no later than 5 (five) Business Days after receipt of written notice from the third party and/or the Offeree informing it of the Offer. The Attempting Parties undertake to procure an appropriate guarantee or undertaking will be in place so that in the event that the Platmin Entity/ies do not repurchase and/or purchase the Additional BBKT IBMR Consideration Shares in accordance with this clause and BBKT delivers the Notice then BBKT will be entitled to put the Additional BBKT IBMR Consideration Shares, whether by means of a Platmin repurchase or otherwise, on mutatis mutandis the same terms and conditions as the Offer.

17.3 The provisions of clauses 17.1 and 17.2 shall cease to be of any force and effect upon the UK Code becoming applicable to Platmin, provided that if, the UK Code ceases to apply to Platmin and as a result Platmin shareholders are not afforded a protection on terms which are either more favourable than, as favourable as, or as close as possible to, the protections contained in section 123 of the Companies Act or the UK Code (the “Relevant Threshold”) then until such time as the UK Code, or any other applicable law which gives Platmin shareholders protections on terms either more favourable than, as favourable as, or as close as possible to, the Relevant Threshold, the provisions of clauses 17.1 and 17.2 shall apply.

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18. SUCCESSORS IN TITLE

18.1 Until the date upon which: (a) the board of directors of Platmin resolves to list Platmin Shares on a Recognised Exchange; and (b) the key documents in respect of such listing have been approved by the board of directors of Platmin, if any Party wishes to dispose of any of the Platmin Shares issued to it pursuant to the Subscription Agreement to a member of such Party’s, Party’s Group then that Party shall prior to such disposal:

18.1.1. procure that the relevant member of that Party’s Group to who it is disposing of such Platmin Shares signs a deed of adherence agreeing to be bound by all of the terms and conditions of this Agreement without limitation, the Subscription Agreement and the Loan Creation Consolidation Agreement;

18.1.2. furnish the other Parties with a copy of such signed deed of adherence; and

18.1.3. if the Party wishing to dispose of Platmin Shares as aforesaid is Ivy Lane, BBKT or Platmin, then such disposal shall be conditional on the relevant member of:

18.1.3.1. Ivy Lane’s Party’s Group to whom Ivy Lane is so disposing of its Platmin Shares providing the same indemnity which Ivy Lane provided, or will provide, in respect of this Agreement to the relevant recipients of such indemnity, if Ivy Lane is the Party disposing of Platmin Shares; or

18.1.3.2. BBKT’s Party’s Group to whom BBKT is so disposing of its Platmin Shares providing the same indemnity which BBKT provided, or will provide, in respect of this Agreement to the relevant recipients of such indemnity, if BBKT is the Party disposing of Platmin Shares.

18.2 If, in terms of clause 18.1, a Party disposes of:

18.2.1. all of the Platmin Shares issued to it pursuant to the Subscription Agreement then a reference to such Party in this Agreement, the Subscription Agreement and the Loan Creation Consolidation Agreement shall be deemed to be a reference to the relevant member of such Party’s Party’s Group; and

18.2.2. some (but not all) of the Platmin Shares issued to it pursuant to the Subscription Agreement then a reference to such Party in this Agreement, the Subscription Agreement and the Loan Creation Consolidation Agreement shall be deemed to be a reference to such Party and the relevant member of such Party’s Party’s Group collectively.

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18.3 If the listing contemplated in clause 18.1 does not take place within a reasonable period of time after 18.1(a) and 18.1(b) have occurred, then until such listing has occurred the provisions of this clause 18 shall again become of full force and effect until the date upon which such listing takes place.

19. PROTECTIONS

19.1 If the Pallinghurst Investor Consortium and/or any member of such Party’s Group receives an offer or a series of inter-related offers from the same third party and/or a party acting in concert with such third party which it wishes to accept, or makes an offer or a series of interrelated offers to the same third party and/or a party acting in concert with such third party, to sell Platmin Shares (whether directly or indirectly) which (in line with the percentage threshold which applies in the case of mandatory offers contemplated in section 123 of the Companies Act) constitute 35% (thirty five percent) or more of the issued share capital of Platmin to such third party and/or a party acting in concert with such third party (the “PIC Potential Purchased) then the Pallinghurst Investor Consortium shall forthwith notify BBKT thereof in writing (the “PIC Notice”) and BBKT shall have the right to elect (by way of written notice to the Pallinghurst Investor Consortium by not later than the 10^th (tenth) Business Day after the date upon which the PIC Notice has been delivered to BBKT) (the “BBKT Election Notice”) to require that the PIC Potential Purchaser makes the same offer to acquire the same proportion of BBKT’s Platmin Shares as it offered to acquire from the Pallinghurst Investor Consortium and/or any member of such Party’s Group on mutatis mutandis the same terms and conditions as those on which the PIC Potential Purchaser wishes to (directly or indirectly) acquire the Pallinghurst Investor Consortium’s and/or any member of such Party’s Group’s aforesaid Platmin Shares (“PIC Reciprocal Offer”). If BBKT delivers the BBKT Election Notice in accordance with this clause 19.1 then the Pallinghurst Investor Consortium undertakes in favour of BBKT, prior to selling more than 35% (thirty five percent) of the Platmin Shares, to procure that BBKT receives a PIC Reciprocal Offer. If BBKT exercises its election in terms of this clause 19.1, for the avoidance of doubt, it shall be required to take up all and not only part of the PIC Reciprocal Offer.

19.2 If: (a) prior to the Second Closing Date BBKT and/or any member of such Party’s Group receives an offer or a series of inter-related offers from the same third party and/or a party acting in concert with such third party which it wishes to accept, or makes an offer or a series of inter-related offers to the same third party and/or a party acting in concert with such third party, to sell Platmin Shares (whether directly or indirectly) which constitute 23.7% (twenty three point seven percent) or more of the issued share capital of Platmin; or (b) on or after the Second Closing Date BBKT and/or any member of such Party’s Group receives an offer or a series of inter-related offers from the same third party which it wishes to accept, or makes an offer or a series of inter-related offers to the same third party, to sell Platmin

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Shares (whether directly or indirectly) which constitute 25% (twenty five percent) or more of the issued share capital of Platmin, to such third party and/or a party acting in concert with such third party (the “BBKT Potential Purchaser”) then (in the case of (a) and (b)) BBKT shall forthwith notify each member of the Pallinghurst Investor Consortium thereof in writing (the “BBKT Notice”) and the Pallinghurst Investor Consortium and any member of such Party’s Group which holds Platmin Shares (the “Relevant PIC Entities”) shall have the right to elect (by way of written notice to BBKT by not later than the 10th (tenth) Business Day after the date upon which the BBKT Notice has been delivered to the Relevant PIC Entities) (“PIC Election Notice”) to require that the BBKT Potential Purchaser makes the same offer to acquire the same proportion of all of the Platmin Shares held by the Relevant PIC Entities as it offered to acquire from BBKT and/or any member of such Party’s Group on mutatis mutandis the same terms and conditions as those on which the BBKT Potential Purchaser wishes to acquire BBKT’s and/or any member of such Party’s Group’s aforesaid Platmin Shares (“BBKT Reciprocal Offer”). If the Relevant PIC Entities deliver the PIC Election Notice in accordance with this clause 19.2 then BBKT undertakes in favour of the Relevant PIC Entities, prior to selling more than 23.7% (twenty three point seven percent), if (a) applies, or 25% (twenty five percent), if (b) applies, of the Platmin Shares, to procure that the Relevant PIC Entities receive a BBKT Reciprocal Offer. The Parties hereby agree that the Relevant PIC Entities shall be entitled to determine between themselves how many Platmin Shares each of them wishes to sell to the BBKT Potential Purchaser pursuant to acceptance of the BBKT Reciprocal Offer, Furthermore, each of the Relevant PIC Entities shall be entitled to sell more or less than its pro rata portion of all of the Platmin Shares held by the Relevant PIC Entities to the BBKT Potential Purchaser provided that the maximum number of Platmin Shares sold to the BBKT Potential Purchaser pursuant to the provisions of this clause 19.2 does not exceed the aggregate number of Platmin Shares contemplated in the BBKT Reciprocal Offer. The Relevant PIC Entities shall, in the PIC Election Notice, specify the number of Platmin Shares which each of them elects to sell to the BBKT Potential Purchaser. This clause 19.2 constitutes a stipulatio alteri in favour of any member of the Pallinghurst Investor Consortium’s Party’s Group which is not a Party and which may be accepted by it delivering a PIC Election Notice to BBKT in accordance with the provisions of this clause 19.2. If the Relevant PIC Entities exercise their election in terms of this clause for the avoidance of doubt, they shall be required to take up all and not only part of the BBKT Reciprocal Offer. 

19.3 If:

19.3.1. clause 19.1 is applicable and BBKT does not timeously exercise its election contemplated in clause 19.1 then the Pallinghurst Investor Consortium and/or any member of such Party’s Group shall not be restricted, in any manner whatsoever, from Disposing of its Platmin Shares (whether directly or indirectly)

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to the PIC Potential Purchaser on terms and conditions which are not more favourable to it than the terms and conditions offered in the offer contemplated in clause 19.1, provided that:

19.3.1.1. minor amendments (and for the avoidance of doubt, amendments to price shall not be minor and shall be considered substantial) to the terms and conditions of the offer contemplated in clause 19.1, are not terms and conditions which are more favourable to the Pallinghurst Investor Consortium and/or any member of such Party’s Group than the terms and conditions offered in the offer contemplated in clause 19.1; and

19.3.1.2. substantial amendments in favour of Pallinghurst Investor Consortium and/or any member of such Party’s Group to the terms and conditions of the offer contemplated in clause 19.1, are terms and conditions which are more favourable to the Pallinghurst Investor Consortium and/or any member of such Party’s Group than the terms and conditions offered in the offer contemplated in clause 19.1; or

19.3.2. clause 19.2 is applicable and the Pallinghurst Investor Consortium and/or any member of such Party’s Group which holds Platmin Shares does not timeously exercise its election contemplated in clause 19.2 then BBKT and/or any member of such Party’s Group shall not be restricted, in any manner whatsoever, from Disposing of its Platmin Shares (whether directly or indirectly) to the BBKT Potential Purchaser on terms and conditions which are not more favourable to it than the terms and conditions offered in the offer contemplated in clause 19.2, provided that:

19.3.2.1. minor amendments (and for the avoidance of doubt, amendments to price shall not be minor and shall be considered substantial) to the terms and conditions of the offer contemplated in clause 19.2, are not terms and conditions which are more favourable to BBKT and/or any member of such Party’s Group than the terms and conditions offered in the offer contemplated in clause 19.2; and

19.3.2.2. substantial amendments in favour of BBKT and/or any member of such Party’s Group to the terms and conditions of the offer contemplated in clause 19.2, are terms and conditions which are more favourable to BBKT and/or any member of such Party’s Group

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than the terms and conditions offered in the offer contemplated in clause 19.2,

19.4 The Pallinghurst Investor Consortium and/or any member of such Party’s Group which sells Platmin Shares pursuant to the provisions of clause 19.3.1 shall, as soon as is reasonably possible, after implementing such sale, confirm to BBKT in writing whether or not there were any differences between the terms and conditions upon which such sale took place with the PIC Potential Purchaser and the terms and conditions offered in the PIC Reciprocal Offer and if there were any differences then the Pallinghurst Investor Consortium and/or any member of such Party’s Group shall inform BBKT of such differences.

19.5 BBKT and/or any member of such Party’s Group which sells Platmin Shares pursuant to the provisions of clause 19.3.2 shall, as soon as is reasonably possible, after implementing such sale, confirm to the Pallinghurst Investor Consortium in writing whether or not there were any differences between the terms and conditions upon which such sale took place with the BBKT Potential Purchaser and the terms and conditions offered in the BBKT Reciprocal Offer and if there were any differences then BBKT shall inform the Pallinghurst Investor Consortium of such differences.

19.6 The provisions of clauses 19.1 to 19.3 shall cease to be of any force and effect upon the UK Code becoming applicable to Platmin, provided that if, the UK Code ceases to apply to Platmin and as a result Platmin shareholders are not afforded a protection on terms which are either more favourable than, as favourable as, or as close as possible to, the protections contained in section 123 of the Companies Act or the UK Code (the “Relevant Threshold”) then until such time as the UK Code, or any other applicable law which gives Platmin shareholders protections on terms either more favourable than, as favourable as, or as close as possible to, the Relevant Threshold, the provisions of clauses 19.1, 19.2 and 19.3 shall apply.

20. REGULATORY APPROVALS

The implementation of the transaction/s contemplated in this Agreement may require approvals by law or regulation to give effect thereto, the Parties undertake in favour of one another to use reasonable endeavours and undertake to do all things, perform all such actions and take all such steps and to procure the doing of all such things, the performance of all such actions and the taking of all such steps as may be open to them and necessary for or incidental to expediting any regulatory approval process and obtaining any relevant regulatory approvals.

21. MINORITY PROTECTED MATTERS

For so long as BBKT holds at least 20% (twenty percent) of Platmin’s entire issued share capital:

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21.1 Platmin agrees that it and its Subsidiaries shall not agree to, perform or undertake any of the following acts or matters:

21.1.1. for so tong as the Pallinghurst Investor Consortium and any member of its Party’s Group holds not less than 10% (ten percent) of Platmin’s entire issued share capital enter into any transaction with any member of the Pallinghurst Investor Consortium (“Related Party Transaction”) and/or any member of such member’s Party’s Group (the “Relevant Member”) unless:

21.1.1.1. the Relevant Member is Investec, any Subsidiary of Investec, any Holding Company of Investec or any Subsidiary of any of Investec’s Holding Companies; or

21.1.1.2. the Related Party Transaction is on arms’ length, market related terms, in which case BBKT shall have the right to participate pro rata to its shareholding in Platmin at such point in time if the Related Party Transaction comprises the provision of any debt funding or is of a such a nature that, from a substance over form point of view, it constitutes debt rather than equity,   without BBKT’s consent thereto in writing;

21.1.2. any issue of shares or other instrument that is convertible into shares (“Securities”) at a subscription price which is in excess of 10% (ten percent) below the fair market value of Platmin Shares in issue at such point in time or the convertible Security, unless:

21.1.2.1. any issue of Securities which will, after being issued result in the relevant subscriber(s) acquiring less than 15% (fifteen percent) of Platmin’s issued share capital (or being entitled to acquire less than 15% (fifteen percent) of Platmin’s issued share capital) pursuant to the issue together with any Securities issued by Platmin since its last annual general meeting;

21.1.2.2. the issue of Securities is pursuant to a rights offer;

21.1.2.3. the issue of Securities is associated with the listing of Platmin Shares on a Recognised Exchange (which issuance may include, without limitation, an issuance by Platmin of shares to a cornerstone investor, who (for the avoidance of doubt) may not be a Relevant Member (other than Investec, any Subsidiary of Investec, any Holding Company of Investec or any Subsidiary of any of Investec’s

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Holding Companies), in anticipation of the listing of Platmin Shares on a Recognised Exchange); and/or

21.1.2.4. pursuant to the provisions of clause 26 or any other provision of the Transaction Agreements,   without BBKT’s consent thereto in writing;

21.1.3. any amendment to Platmin’s articles of incorporation which will at that point in time or in the foreseeable future have an adverse effect on BBKT without BBKT’s consent thereto in writing; and

21.1.4. in one transaction, or a series of inter-related transactions, Dispose of:

21.1.4.1. a majority of the assets held by, or shares held in, or any of the mining/prospecting rights held by, any of Richtrau, IBMR or PPM without BBKT’s consent thereto in writing, unless:

21.1.4.1.1. they are Disposed of collectively;

21.1.4.1.2. the mining and/or prospecting rights of IBMR and/or Richtrau are being Disposed of to PPM;

21.1.4.1.3. such Disposal/s is an intra-group Disposal between: (a) Platmin and its Subsidiaries; and/or Platmin Subsidiaries; or

21.1.4.1.4. after the implementation of all of the Disposals contemplated in clause 21,1.4.1.2 a majority of the assets held by, or shares held in, PPM are (subject to clause 21.1.4.2) Disposed of;

21.1.4.2. assets which constitute, by value, the majority of Platmin’s assets (on a consolidated basis) to any third party unless:

21.1.4.2.1. BBKT has given its prior written consent to such Disposal; or

21.1.4.2.2. Platmin shareholders pass an ordinary shareholder resolution approving the Disposal. Notwithstanding the aforegoing, if Platmin procures written letters from a majority of its shareholders (in terms of shareholding in Platmin) that they approve the

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Disposal, then in such circumstances there shall be no need to pass the above-mentioned ordinary resolution.

21.2 The Parties record and agree that until notified to the contrary in writing by BBKT, Kgosi shall be the authorised representative of BBKT for purposes of giving any BBKT written consents contemplated in clause 21.1, however, if BBKT delivers a resolution passed by the Traditional Council in respect of the relevant matters contemplated in clause 21.1 in respect of which such consent is required then this shall be constitute BBKT’s response in this regard. If Platmin requests BBKT’s consent in respect of the relevant matters contemplated in clause 21.1 in respect of which such consent is required and Platmin is unable to obtain a response from either the Traditional Council or Kgosi within 20 (twenty) Business Days after having actively attempted to obtain a response (which shall include having sent at least 3 (three) letters to BBKT, with at least 5 (five) Business Days having elapsed between sending each letter, the content of which shall not be required to be amended on each occasion upon which a letter is sent provided that such letters contain sufficient information in order to enable BBKT to make an informed decision as to the transaction contemplated). If Platmin has complied with the above then Platmin and/or its Subsidiaries shall be entitled, without BBKT’s consent, to perform or undertake the relevant acts or matters in respect of which such consent was requested.

21.3 Clauses 21.1 and 21.2 shall cease to be of any further force or effect once Platmin Shares are listed on a Recognised Exchange. Furthermore, once: (a) the board of directors of Platmin resolves to list Platmin Shares on a Recognised Exchange; and (b) the key documents in respect of such listing have been approved by the board of directors of Platmin (the “Key Date”), then the provisions of clause 21.1.3 shall not apply provided that the amendment to Platmin’s articles of incorporation only takes effect once Platmin Shares are listed on a Recognised Exchange.

22. IBMR MEMORANDUM OF INCORPORATION

BBKT, IBMR and PPM hereby agree that, notwithstanding the date on which the memorandum of incorporation of IBMR contemplated in clause 3.1.7 of the Loan Creation Consolidation Agreement (the “IBMR MOI”) comes into force and effect, they shall comply with the provisions of the IBMR MOI, with effect from the Effective Date.

23. WARRANTIES AND RECORDALS

23.1 No warranties or representations, express or implied or tacit, whether by law, contract or otherwise and whether it induced the contract or not, which are not set forth in this Agreement shall be binding on any Party, and the Parties hereby irrevocably waive any right

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(common law or otherwise) that they may have to rely thereon. The Parties record and agree that the warranties and representations contained in the Loan Creation Consolidation Agreement and the Subscription Agreement are binding on the Parties and they waive their rights to ever claim that such warranties and representations are not binding by virtue of this clause 23.1. Furthermore, the Parties record and agree that the warranties and representations contained in this Agreement are binding on the Parties and they waive their rights to ever claim that such warranties and representations are not binding by virtue of this clause 17.1 of the Loan Creation Consolidation Agreement or clause 18.1 of the Subscription Agreement.

23.2 Each of the Parties hereby warrant to and in favour of the other Parties that:

23.2.1. it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement;

23.2.2. this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms. The Parties record and agree that this clause does not constitute an amendment to any of the provisions of the Loan Creation Consolidation Agreement or the Subscription Agreement and the Parties hereby waive their rights to ever claim that this Agreement constitutes an amendment to any of the provisions of the Loan Creation Consolidation Agreement or the Subscription Agreement; and

23.2.3. the execution of this Agreement and the performance of its obligations hereunder does not and shall not:

23.2.3.1. contravene any law or regulation to which it is subject;

23.2.3.2. contravene any provision of its constitutional documents; or

23.2.3.3. conflict with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it. The Parties record and agree that this Agreement does not conflict with, or constitutes a breach of any of the provisions of the Loan Creation Consolidation Agreement or the Subscription Agreement and the Parties hereby waive their rights to ever claim that this Agreement conflicts with, or constitutes a breach of any of the provisions of the Loan Creation Consolidation Agreement or the Subscription Agreement.

23.3 Each warranty and undertaking in this Agreement:

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23.3.1. is a separate warranty and undertaking and will in no way be limited or restricted by reference to or inference from the terms of any other warranty or undertaking or by any other words in this Agreement;

23.3.2. shall continue and remain in force notwithstanding the completion of the transactions contemplated in this Agreement; and

23.3.3. be deemed to be material and to be a material representation inducing the recipient to enter into this Agreement.

23.4 It is recorded that the Parties have entered into this Agreement on the strength of the warranties and undertakings that they have received and on the basis that such warranties and undertakings will, unless otherwise specifically stated, be correct on the relevant date/s.

24. PROCURING CERTAIN AMENDMENTS TO THE LOAN CREATION CONSOLIDATION AGREEMENT AND THE SUBSCRIPTION AGREEMENT

24.1 All of the Parties to this Agreement who are also parties to the Loan Creation Consolidation Agreement hereby unconditionally and irrevocably undertake in favour of one another to use their respective reasonable endeavours to procure that any other party to the Loan Creation Consolidation Agreement and/or the Subscription Agreement that is not a Party (the “Relevant Consenting Parties”) agrees to amend the Loan Creation Consolidation Agreement (by signing an addendum thereto) to deal with the following:

24.1.1. in clause 1.2.9 “R271,381,043.80 (two hundred and seventy one million three hundred and eighty one thousand and forty three Rand and eighty cents)” be replaced with “R2,442,429,393.90 (two billion four hundred and forty two million four hundred and twenty nine thousand three hundred and ninety three Rand and ninety cents)”-, and in clause 1.2.10 “R2,442,429,393.90 (two billion four hundred and forty two million four hundred and twenty nine thousand three hundred and ninety three Rand and ninety cents)” be replaced with “R271,381,043.80 (two hundred and seventy one million three hundred and eighty one thousand and forty three Rand and eighty cents)”;

24.1.2. clause 1.2.62 be amended to read as follows:

““Investec Luxco Agreement” means an agreement entered into or to be entered into between, inter alia, Investec, Guernsey SPV, Luxco and PIC in terms of which, inter alia, PIC will repurchase all of the shares held by Investec in its issued share capital;”;

24.1.3. the deletion of clause 3.1.6.1 in its entirety;

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24.1.4. clause 9.2.2 be amended to read as follows:

“9.2.2.       If the repurchase by Richtrau of the RPM Richtrau Sale Shares in terms of this clause 9 has not been implemented within 120 (one hundred and twenty) business days (as contemplated in the Companies Act) after the board resolution contemplated in clause 2.9.4.1 has been passed then RPM, Clidet and Lexshell shall use their respective reasonable endeavours to procure that the board of directors of Richtrau passes the board resolution contemplated in clause 2.9.4.1 again, provided that they are of the view, acting reasonably, that Richtrau is solvent and liquid as contemplated in section 4 of the Companies Act at that lime. Subject to the proviso to this clause 9.2.2, this clause shall apply on each anniversary of the 120th (one hundred and twentieth) business day (as contemplated in the Companies Act) of the date of the passing of a board resolution contemplated in clause 2.9.4.1 until such time as the repurchase by Richtrau of the RPM Richtrau Sale Shares in terms of this clause 9 has been implemented, provided that after the 5th (fifth) such anniversary, that requirement shall lapse. Notwithstanding the abovementioned reasonable endeavours obligations in respect of RPM, Clidet and Lexshell, such obligations shall not require RPM, Clidet or Lexshell to make Richtrau solvent and liquid in any manner whatsoever for purposes of enabling Richtrau to comply with solvency and liquidity test (as set out in section 4 of the Companies Act).”‘,

24.1.5. the provisions of clause 26 are included, mutatis mutandis, as a new clause in the Loan Creation Consolidation Agreement; and

24.1.6. clause 18.1.1.1 be amended to read as follows:

“18.1.1.1.    the 1st (first) anniversary of the Effective Date (other than any warranties and undertakings by Ivy Lane in respect of clause 11 and warranties end undertakings by BBKT in respect of clause 14, in respect of which the reference above to “Effective Date” shall be a reference to the “Second Closing Date”)”;

24.1.7. the deletion in its entirety of the proviso to clause 18.4 of the Loan Creation Consolidation Agreement, which provisio reads as follows: “provided that if Luxco or PPM (as the case may be) is unsuccessful in claiming the joint portion of its Loss on the basis set out above from BBKT or Ivy Lane, as the case may be, (the “Non-Liable Party”) then if Luxco or PPM (as the case may be) has diligently asserted its rights to claim the Loss jointly from both BBKT and Ivy Lane on the basis set out in clauses 18.4.1 or 18.4.2 above (as the case may be) it shall be entitled to claim the entire Loss suffered by it (less any portion of

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any Loss recovered by it from the Non-Liable Party) from the other of them and in this regard Luxco or PPM (as the case may be) shall be entitled to state in any proceedings which it institutes for the recovery of any Loss that it claims such Loss from BBKT and Ivy Lane jointly in the relevant proportions set out in clause 18.4.1 or 18.4.2 above (as the case may be) and in the alternative that if it is unsuccessful in claiming the joint portion of its Loss on such basis from either of BBKT or Ivy Lane, as the case may be, then it wishes to claim the entire Loss (less any portion of any Loss recovered by it from the Non-Liable Party) from the other of them.”‘,

24.1.8. in clause 18.6.2 “8%” be replaced with “15%”;

24.1.9. the phrase “(and not jointly and severally)” be inserted after the word “jointly” which appears in clauses 6.3.2, 6.3.3, 6.3.4, 10.3.1, 10.4, 10.5, 18.4.1.1, 18.4.1.2, 18.7.1, 18.7.2 and 18.7.3; and

24.1.10. the phrase “severally” in clause 18.4.2 be replaced with the phrase “Jointly (and not jointly and severally)”.

24.2 The Parties acknowledge and agree that the amendments required in clauses 24.1.1, 24.1.2 and 24.1.3 are simply to remedy a common mistake.

24.3 The Parties record and agree that their respective interpretations of the relevant clauses of the Loan Creation Consolidation Agreement referred to in clauses 24.1.9 and 24.1.10 above is that such clauses provide for liability on a joint, rather than a joint and several, basis and if any Party has a claim in terms of any of the aforesaid clauses then it hereby undertakes in favour of BBKT and Ivy Lane to enforce its rights under such clauses on a Joint, rather than a joint and several, basis.

24.4 The Parties record and agree that the reference to “best endeavours” in clause 9.2.2 of the Loan Creation Consolidation Agreement is not intended to require any Richtrau shareholders to inject cash into Richtrau in the event that it is required in order to pass a subsequent board resolution. The Parties undertake to co-operate fully, and do all that is within their respective powers to ensure that none of the Richtrau shareholders will have to inject funds into Richtrau in order to pass a subsequent board resolution.

24.5 The Parties (who are parties to the Subscription Agreement) hereby undertake in favour of one another to use their reasonable endeavours to procure that RPM and the Relevant Consenting Parties agrees to amend the Subscription Agreement by deleting clause 14.2 of the Subscription Agreement in its entirely and if the Relevant Consenting Parties do so agree then each of the Parties (who are parties to the Subscription Agreement) undertakes

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in favour of all of the other Parties to sign an addendum to the Subscription Agreement amending the Subscription Agreement as aforesaid.

24.6 All of the Parties to this Agreement who are also parties to the Subscription Agreement hereby unconditionally and irrevocably undertake in favour of one another to use their respective reasonable endeavours to procure that the Relevant Consenting Parties in respect of the Subscription Agreement agree to amend the Subscription Agreement (by signing an addendum thereto) to deal with the following:

24.6.1. in clause 1.2.8 “R271,381,043.80 (two hundred and seventy one million three hundred and eighty one thousand and forty three Rand and eighty cents)’” be replaced with “R2,442,429,393.90 (two billion four hundred and forty two million four hundred and twenty nine thousand three hundred and ninety three Rand and ninety cents)”; and in clause 1.2.9 “R2,442,429,393.90 (two billion four hundred and forty two million four hundred and twenty nine thousand three hundred and ninety three Rand and ninety cents)” be replaced with “R271,381,043.80 (two hundred and seventy one million three hundred and eighty one thousand and forty three Rand and eighty cents)”;

24.6.2. clause 1.2.50 be amended to read as follows:

““Investec Luxco Agreement” means an agreement entered into or to be entered into between, inter alia, Investec, Guernsey SPV, Luxco and PIC in terms of which, inter alia, PIC will repurchase all of the shares held by Investec in its issued share capital;”;

24.6.3. clauses 5.1.1 be amended to read as follows: “Ivy Lane’s obligation to pay the Ivy Lane PIC Consideration Shares Subscription Price shall be set-off against Platmin’s obligation to pay the Ivy Lane PIC Consideration Claim to Ivy Lane and pursuant thereto Platmin shall issue (and, for the avoidance of doubt, Platmin shall be obliged to so issue) to Ivy Lane the Ivy Lane PIC Consideration Shares, and in this regard at the Closing Venue the Escrow Agent, for and on behalf of Platmin shall deliver to Ivy Lane: an original share certificate reflecting Ivy Lane as the registered owner of the Ivy Lane PIC Consideration Shares and a copy of Platmin’s share register reflecting Ivy Lane as the registered owner of the Ivy Lane PIC Consideration Shares;” instead of reading as follows: “the Ivy Lane PIC Consideration Shares Subscription Price shall be discharged by Platmin’s obligation to pay the Ivy Lane PIC Consideration Claim to Ivy Lane being set-off against Ivy Lane’s obligation to pay the Ivy Lane PIC Consideration Shares Subscription Price to Platmin and pursuant thereto Platmin shall issue (and, for the avoidance of doubt, Platmin shall be obliged to

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so issue) to Ivy Lane the Ivy Lane PIC Consideration Shares, and in this regard at the Closing Venue the Escrow Agent, for and on behalf of Platmin shall deliver to Ivy Lane: an original share certificate reflecting Ivy Lane as the registered owner of the Ivy Lane PIC Consideration Shares and a copy of Platmin’s share register reflecting Ivy Lane as the registered owner of the Ivy Lane PIC Consideration Shares;” and that clauses 5.1.2 to 5.1.9 and 5.2 be amended, mutatis mutandis, on the same basis;

24.6.4. in:

24.6.4.1. clause 11.1 - replacing the words “Second Effective Date” with “Second Closing Date”;

24.6.4.2. clause 11.1 - replacing the word below “below” wherever it appears with “below/above”

24.6.4.3. clause 11 - replacing the word “reduce” wherever it appears with “reduce/increase”; and

24.6.4.4. clause 11 - replacing the word “increase” wherever it appears with “reduce/increase”; and

24.6.5. the insertion of the following words after the last word in clause 15.3: “provided that this clause 15.3 shall not be construed as requiring any Party to agree to any obligation which does not apply to it otherwise or to give up any right which it has”.

24.7 The Parties record and agree that their respective interpretations of clause 15.3 of the Subscription Agreement is that clause 15.3 of the Subscription Agreement requires that, in respect of clauses 15.1 and 15.2 of the Subscription Agreement, each party to the Subscription Agreement must not interfere with or prejudice the implementation and/or conclusion of a transaction between the Potential Buyer and any party to the Subscription Agreement, provided that in complying with such obligation none of the parties to the Subscription Agreement are required to agree to any obligation which does not apply to it otherwise or to give up any right which it has.

24.8 The Parties record and agree that Platmin “taking any other action in respect of its share capital” (as contemplated in clause 11.1.4 of the Subscription Agreement) could increase the percentage which the Additional BBKT IBMR Consideration Shares, once issued, constitutes of Platmin’s issued share capital above the percentage which the Additional BBKT IBMR Consideration Shares should have constituted of Platmin’s issued share capital and (although clause 11 of the Subscription Agreement only refers to ‘an increase in the

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percentage which the Additional BBKT IBMR Consideration Shares should, once issued, constitute of Platmin’s issued share capital) in such a scenario the Parties hereby agree that the percentage which the Additional BBKT IBMR Consideration Shares, once issued, constitutes of Platmin’s issued share capital may, depending on the circumstances, be decreased to place the Parties in the same commercial position. Each of the Parties hereby unconditionally and irrevocably undertakes in favour of one another not to enforce any rights that it may have, and hereby unconditionally and irrevocably waives any right to rely on, or to enforce, any of its rights to require, assert or allege anything contrary to the provisions of this clause 24.8.

24.9 The Parties acknowledge and agree that the amendments required in clauses 24.6.1 and 24.6.2 are simply to remedy a common mistake.

24.10 All of the Parties who are also parties to the Loan Creation Consolidation Agreement and/or the Subscription Agreement (as the case may be) (the “Relevant Consolidation Agreement”) hereby unconditionally and irrevocably undertake in favour of one another to sign an addendum to the Relevant Consolidation Agreement amending the Relevant Consolidation Agreement pursuant to the Relevant Consenting Parties agreeing thereto as contemplated in any of the provisions of clause 24.1 and/or 24.6 on the basis that if the Relevant Consenting Parties agree to sign an addendum in respect of some but not all of the amendments contemplated in clauses 24.1 and 24.6 then this clause shall apply in respect of those amendments to which the Relevant Consenting Parties have agreed.

25. LIMITATION OF LIABILITY

25.1 Notwithstanding the warranties and undertakings given by any of the Parties, no liability shall attach to any of the Parties in relation to Loss under this Agreement -

25.1.1. after the earlier of:

25.1.1.1. the 1^st (first) anniversary of the Effective Date; and

25.1.1.2. an initial public offering by Platmin of Platmin Shares and/or the listing of Platmin Shares on any Recognised Exchange;

25.1.2. for any loss of profit or any other indirect, special or consequential loss;

25.1.3. which are, together with the Losses which an aggrieved Party (“Aggrieved Party”) is claiming against a purported breaching Party (“Breaching Party”) under this Agreement, the Loan Creation Consolidation Agreement and the Subscription Agreement, less than R5.000,000.00 (five million Rand) in aggregate, provided that when such aggregate or individual Losses exceed the

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said amounts, the relevant Party shall, subject to the provisions of clauses 25.1.4 and 25.1.5, be liable for the full amount of such claim/s and/or loss/es and/or liability/ies and not only for the amount in excess of the said amounts;

25.1.4. if an Aggrieved Party has not issued summons against a Breaching Party for recovery of such Losses or made a demand for arbitration in regard thereto in terms of clause 29 by not later than the relevant date contemplated in clause

25.1.5. provided that if an Aggrieved Party has, before such date, given written notice in respect of any claim which it may have to the Breaching Party and has within 180 (one hundred and eighty) days after such date issued summons or commenced arbitration proceedings for the recovery thereof, unless such Loss is contingent in which event the Aggrieved Party must have given notice thereof to the Breaching Party prior to the Effective Date and must have issued summons or commenced arbitration proceedings for the recovery thereof within 180 (one hundred and eighty) days after the Breaching Party has become aware that such claim, loss or liability has ceased to be contingent and has become actual, the warranties and undertakings given in respect of such notified matter shall survive as long as may be necessary to permit the final resolution of such matter; or

25.1.6. which, together with the liability which attaches to such Party in relation to Loss under the Loan Creation Consolidation Agreement and the Subscription Agreement, and each of the Parties hereby unconditionally and irrevocably waives its right to rely on, or to enforce, any of its rights contained in the Loan Creation Consolidation Agreement in this regard, in aggregate exceeds an amount of:

25.1.6.1. R1,757,710,620.60 (one billion seven hundred and fifty seven million seven hundred and ten thousand six hundred and twenty Rand and sixty cents) in respect of Ivy Lane on the basis that the aggregate amount recoverable from Ivy Lane under this Agreement, the Loan Creation Consolidation Agreement and the Subscription Agreement, exclusive of interest and costs, from whatever cause arising, shall be limited to the aforesaid amount, and the Aggrieved Party hereby undertakes in favour of Ivy Lane not to enforce, and hereby unconditionally and irrevocably waives its right to rely on,any of its rights to recover Losses under this Agreement, the Loan Creation Consolidation Agreement and the Subscription Agreement which exceed the aforesaid amount;

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25.1.6.2. (a) R1.819.780,693.40 (one billion eight hundred and nineteen million seven hundred and eighty thousand six hundred and ninety three Rand and forty cents) prior to the Second Closing Date in respect of BBKT on the basis that the aggregate amount recoverable from BBKT under this Agreement, the Loan Creation Consolidation Agreement and the Subscription Agreement, exclusive of interest and costs, from whatever cause arising, prior to the Second Closing Date shall be limited to the aforesaid amount set out in this clause 25.1.5.2(a), and the Aggrieved Party hereby undertakes in favour of BBKT not to enforce, and hereby unconditionally and irrevocably waives its right to rely on, any of its rights to recover Losses under this Agreement, the Loan Creation Consolidation Agreement and the Subscription Agreement which exceed the aforesaid amount in respect of Losses prior to the Second Closing Date; and (b) R90.369,887.50 (ninety million three hundred and sixty nine thousand eight hundred and eighty seven Rand and fifty cents) after the Second Closing Date in respect of BBKT on the basis that the aggregate amount recoverable from BBKT under this Agreement, the Loan Creation Consolidation Agreement and the Subscription Agreement, exclusive of interest and costs, from whatever cause arising, after the Second Closing Date shall be limited to the aforesaid amount set out in this clause 25.1.6.2(b), and the Aggrieved Party hereby undertakes in favour of BBKT not to enforce, and hereby unconditionally and irrevocably waives its right to rely on, any of its rights to recover Losses under this Agreement, the Loan Creation Consolidation Agreement and the Subscription Agreement which exceed the aforesaid amount in respect of Losses after the Second Closing Date unless the Loss relates to a breach of any of the warranties contained in clauses 14.3.1.1 to 14.3.1.4 of the Loan Creation Consolidation in which case the liability cap contemplated in this clause 25.1.5.2(b) shall be R1,910,150,580.90 (one billion nine hundred and ten million one hundred and fifty thousand five hundred and eighty Rand and ninety cents) instead of R90.369,887.50 (ninety million three hundred and sixty nine thousand eight hundred and eighty seven Rand and fifty cents);

25.2 No Party shall have any claim whatsoever against any other Party in respect of any breach of any of the warranties or undertakings contained in this Agreement if and to the extent that -

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25.2.1. such breach or claim occurs as a result of any unforeseeable:

25.2.1.1. legislation not in force at the Signature Date which takes effect retrospectively; or

25.2.1.2. change in any applicable law or in its interpretation after the Signature Date;

25.2.2. such breach is within the actual knowledge of the Aggrieved Party, or its directors, its officers or its shareholders, at the Signature Date. The Parties agree that:

25.2.2.1. the IDC Subscription Agreement and the IDC Relationship Agreement and their respective terms and conditions are within the actual knowledge of all of the Parties at the Signature Date; and

25.2.2.2. this clause shall 25.2.2 shall not apply in respect of the warranties given by: (a) Platmin to Ivy Lane and BBKT under clause 14; and (b) Ivy Lane and BBKT to Platmin under clause 14;

25.2.3. such breach arises from the implementation of any of the matters contemplated in the Transaction Agreements, other than as a result of a breach of any of the provisions thereof;

25.2.4. such breach or claim would not have arisen but for any voluntary act or negligent omission on the part of the Aggrieved Party or any of such Party’s Group when the breach occurred; or

25.2.5. such breach or claim arises as a result only of any unforeseeable changes after the Effective Date in the accounting bases, policies or methods used to value any assets or to provide for any liabilities.

25.3 If Platmin wishes to claim in respect of any Loss suffered by it as a result of a breach of any warranty contained in:

25.3.1. clause 14 in relation to a warranty in respect of IBMR then Platmin shall be obliged to claim such Loss from both BBKT and Ivy Lane jointly (and not jointly and severally) in the following proportions: as to 50.1% from BBKT; and as to 49.9% from Ivy Lane; or

25.3.2. clause 14 in relation to a warranty in respect of Richtrau then Platmin shall be obliged to claim such Loss from BBKT and Ivy Lane jointly (and not jointly and

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severally) in the following proportions: as to 50% from BBKT and as to 50% from Ivy Lane.

25.4 Each of the warranties and undertakings in this Agreement are limited and qualified to the extent to which disclosure of any fact or circumstance has been made in any publicly available information.

25.5 Nothing in this clause 25 shall in any way diminish a Party’s common law obligation to mitigate its loss.

26. BASIS UPON WHICH CLAIMS FOR LOSSES WILL BE SETTLED BY BBKT, IVY LANE AND PLATMIN AND/OR ANY PLATMIN SUBSIDIARY

26,1. If any Aggrieved Party has a claim against BBKT or Ivy Lane (the “Relevant Breaching Parties”) for any Loss suffered by it as result of any breach by a Relevant Breaching Party of any of the: (a) terms or conditions under this Agreement, the Loan Creation Consolidation Agreement or the Subscription Agreement; or (b) warranties or representations given by it under this Agreement, the Loan Creation Consolidation Agreement or the Subscription Agreement, then such Loss shall be discharged as follows;

26.1.1. if the Aggrieved Party is Platmin or a Platmin Subsidiary, then Platmin shall be entitled, upon written notice to the Relevant Breaching Party, to elect to:

26.1.1.1. repurchase that number of the Relevant Breaching Party’s Platmin Shares the fair market value of which (as at the date upon which such fair market value is agreed in accordance with clause 26.1.3 or determined in accordance with clause 26.1.4, as the case may be, the “Determination Date”) is equal to such Loss, subject to Platmin obtaining all requisite board and shareholder approvals required for such share repurchase. If such number of Platmin Shares so repurchased constitutes a fraction, then the number of Platmin Shares repurchased shall be rounded up to the nearest whole number; and/or

26.1.1.2. require that the Relevant Breaching Party sells that number of the Relevant Breaching Party’s Platmin Shares the fair market value of which (as at the Determination Date) is equal to such Loss to any Platmin Subsidiary;

26.1.2. if the Aggrieved Party is any Party other than Platmin or a Platmin Subsidiary, then that Party shall be entitled, upon written notice to the Relevant Breaching Party, to require that Relevant Breaching Party sells that number of the

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Relevant Breaching Party’s Platmin Shares the fair market value of which (as at the Determination Date) is equal to such Loss to it;

26.1.3. by not later than 10 (ten) Business Days after the delivery of the relevant notice contemplated in clauses 26.1.1 and/or 26.1.2 the Aggrieved Party and the Relevant Breaching Party shall meet with one another to attempt to agree the fair market value of the Relevant Breaching Party’s Platmin Shares and the number of the Relevant Breaching Party’s Platmin Shares to be purchased by the Aggrieved Party, or repurchased by Platmin and it elects to do so in terms of clause 26.1.1.1, as the case may be;

26.1.4. should the Relevant Breaching Party and the Aggrieved Party: (a) fail to meet timeously in accordance with clause 26.1.3; or (b) meet timeously in accordance with clause 26.1.3 but fail to reach agreement on the fair market value of the Relevant Breaching Party’s Platmin Shares and the number of the Relevant Breaching Party’s Platmin Shares to be purchased or repurchased (as the case may be) within the time period prescribed in terms of clause 26.1.3, then, in the case of either (a) or (b) occurring, within 20 (twenty) Business Days after the delivery of the relevant notice contemplated in clauses 26.1.1 and/or either of the Relevant Breaching Party or the Aggrieved Party shall be entitled to refer such matter to an Expert for determination and such Expert shall make its determination based on accepted market practices at the time;

26.1.5. the Relevant Breaching Party and the Aggrieved Party undertake in favour of one another to ensure that the processes contemplated in clause 26.1.3, and if applicable, clause 26.1.4 are completed expediently;

26.1.6. by not later than the 5th (fifth) Business Day after the Determination Date (or as soon as reasonably practical after all regulatory approvals (if any) required for the transaction contemplated in this clause 26.1 have been obtained):

26.1.6.1. the purchase price (being the fair market value of the Relevant Breaching Party’s Platmin Shares purchased or repurchased in terms of this clause 26.1) payable by the Aggrieved Party to the Relevant Breaching Party for the Platmin Shares so purchased or, in the case of Platmin, repurchased in terms of this clause 26.1 shall be set-off against the Aggrieved Party’s claim against the Relevant Breaching Party in respect of the aforesaid Loss;

26.1.6.2. the Relevant Breaching Party shall deliver the relevant share certificate(s) in respect of the Relevant Breaching Party’s Platmin

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Shares purchased or repurchased (as the case may be) in terms of this clause 26.1, together with such duly executed transfer forms as may be required by law for the transfer of the aforesaid Platmin Shares, to the Aggrieved Party;

26.1.6.3. the Relevant Breaching Party and the Aggrieved Party shall procure (insofar as they are able) that: (a) the transfer of the Relevant Breaching Party’s Platmin Shares are duly registered in the case of a share purchase under this clause 26.1; or (b) the Relevant Breaching Party’s Platmin Shares are duly cancelled in the case of a repurchase by Platmin thereof under this clause 26.1; and

26.1.7. the implementation of the transaction/s contemplated in this clause 26.1.3 may require approvals by law or regulation to give effect thereto, the Parties undertake in favour of one another to use their reasonable endeavours and undertake to do all things, perform all such actions and take all such steps and to procure the doing of all such things, the performance of all such actions and the taking of all such steps as may be open to them and necessary for or incidental to expediting any regulatory approval process and obtaining any relevant regulatory approvals.

26.2 The Platmin Shares which may be purchased / repurchased from each Relevant Breaching Party in terms of this clause 26.1 shall be limited to the Platmin Shares issued to it in terms of the Subscription Agreement;

26.3 Clause 26.1 shall be the sole basis upon which an Aggrieved Party is entitled to recover Loss suffered by it as result of any breach by a Relevant Breaching Party of any of the: (a) terms or conditions under this Agreement, the Loan Creation Consolidation Agreement and the Subscription Agreement; or (b) warranties or representations given by it under this Agreement, the Loan Creation Consolidation Agreement and the Subscription Agreement, provided that if:

26.3.1. the Relevant Breaching Party Disposes of all of the Platmin Shares issued to it in terms of the Subscription Agreement to any person other than a member of the Relevant Breaching Party’s Party’s Group then with effect from the date upon which it so Disposes of such Platmin Shares, clause 26.1 shall not apply and the Relevant Breaching Party shall be liable to settle Losses incurred after the date of such Disposal in cash; however, the Relevant Breaching Party shall not be liable for any Loss which exceeds the purchase price payable to it pursuant to such Disposal. Therefore, where the Relevant Breaching Party Disposes of all of the Platmin Shares issued to it in terms of the Subscription

53

Agreement to a member of its Party’s Group then such member shall, mutatis mutandis in accordance with clause 26.1, settle Losses by way of the Platmin Shares so Disposed of to it;

26.3.2. the Relevant Breaching Party Disposes of some the Platmin Shares issued to it in terms of the Subscription Agreement to:

26.3.2.1. any person other than a member of the Relevant Breaching Party’s Party’s Group, then until it has Disposed of all of the Platmin Shares issued to it in terms of the Subscription Agreement (in which circumstances clause 26.3.1 shall apply), such Party undertakes in favour of the other Parties that it shall settle Losses incurred after the date of such Disposal in cash; however such Party shall not be liable to settle Losses in cash in the circumstances where such Losses amount to more than the cash which it has received pursuant to such Disposal and if the Losses exceed such amount, then the balance shall be settled with remaining Platmin Shares held by the Relevant Breaching Party; or

26.3.2.2. a member of the Relevant Breaching Party’s Party’s Group, then after the date of such Disposal:

26.3.2.2.1. such member shall, mutatis mutandis in accordance with clause 26.1, settle Losses by way of the Platmin Shares so Disposed of to it; and

26.3.2.2.2. the balance of any Losses exceeding the Losses settled pursuant to clause 26.3.2.2.1 shall be settled with the remaining Platmin Shares issued to the Relevant Breaching Party in terms of the Subscription Agreement and not Disposed of by it to the relevant member of its Party’s Group.

26.4 Each of Ivy Lane and BBKT undertakes in favour of the other Parties that it shall notify them immediately upon Disposing of any Platmin Shares, and such notification shall include evidence of the purchase price received (or to be received). Furthermore where any of Ivy Lane and/or BBKT Dispose of Platmin Shares (the “Disposing Party”) to an entity which forms part of that Party’s Group, then in such circumstances such Party shall procure that the member of that Party’s Group delivers a written undertaking to the other Parties that it shall be bound to deliver Platmin Shares to the relevant other Parties should the Disposing

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Party have been obliged to in accordance with the abovementioned clauses. The Disposing Party/ies hereby guarantees any such acquirer’s obligations in this regard.

26.5 Each of Ivy Lane and BBKT hereby undertakes in favour of Platmin and any relevant Platmin Subsidiary to forthwith, upon written demand received by it from Platmin and/or the relevant Platmin Subsidiary, re-imburse Platmin and any relevant Platmin Subsidiary (in cash by way of direct electronic funds transfer, without set-off, deduction or withholding of any nature whatsoever, into bank accounts nominated by Platmin and the relevant Platmin Subsidiary in writing) for all Taxes, incurred by:

26.5.1. Platmin pursuant to the repurchase by Platmin of a Relevant Breaching Party’s Platmin Shares in terms of this clause 25,1,3; and/or

26.5.2. any relevant Platmin Subsidiary pursuant to the purchase by it of a Relevant Breaching Party’s Platmin Shares in terms of this clause 25.1.3.

26.6 If an Aggrieved Party is BBKT or Ivy Lane (the “Shareholder Aggrieved Party”) and such Party has a claim against Platmin and/or any Platmin Subsidiary (the “Platmin Member”) to recover Loss suffered by it as result of any breach by the Platmin Member of any of the: (a) terms or conditions under this Agreement, the Loan Creation Consolidation Agreement and the Subscription Agreement; or (b) warranties or representations given by it under this Agreement, the Loan Creation Consolidation Agreement and the Subscription Agreement, then the Shareholder Aggrieved Party shall be entitled, upon written notice to Platmin to require that Platmin Issues to it so many Platmin Shares the fair market value of which (as at the date upon which such fair market value is agreed in accordance with clause 26.7 or determined in accordance with clause 26.8, as the case may be (the “Final Determination Date”)) is equal to such Loss to it.

26.7 By not later than 10 (ten) Business Days after the delivery of the relevant notice contemplated in clause 26.6 the Shareholder Aggrieved Party and the Platmin Member shall meet with one another to attempt to agree the fair market value of the relevant Platmin Shares to be issued and the number of Platmin Shares to be issued.

26.8 Should the Platmin Member and the Shareholder Aggrieved Party: (a) fail to meet timeously in accordance with clause 26.7; or (b) meet timeously in accordance with clause 26.7 but fail to reach agreement on the fair market value of the relevant Platmin Shares to be issued and/or the number of Platmin Shares to be issued within the time period prescribed in terms of clause 26.7, then, in the case of either (a) or (b) occurring, within 20 (twenty) Business Days after the delivery of the relevant notice contemplated in clause 26.6, either of the Platmin Member or the Shareholder Aggrieved Party shall be entitled to refer such matter to

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an Expert for determination and such Expert shall make its determination based on accepted market practices at the time.

26.9 The Platmin Member and the Shareholder Aggrieved Party undertake in favour of one another to ensure that the processes contemplated in clause 26.6, and if applicable, clause 26.8 are completed expediently.

26.10 By not later than the 5th (fifth) Business Day after the Final Determination Date (or as soon as reasonably practical after all regulatory approvals (if any) required for the transaction contemplated in this clause 25.1.3 have been obtained):

26.10.1. the price (being the fair market value of the relevant Platmin Shares to be issued in terms of this clause 25.1.3) payable by the Shareholder Aggrieved Party for the relevant Platmin Shares to be issued shall be set-off against the Shareholder Aggrieved Party’s claim against the Platmin Member in respect of the aforesaid Loss; and

26.10.2. Platmin shall issue to the Shareholder Aggrieved Party so many Platmin Shares the fair market value of which (as agreed or determined in accordance with the above) is equal to the Loss, and in this regard the Platmin shall deliver to the Shareholder Aggrieved Party: an original share certificate reflecting the Shareholder Aggrieved Party as the registered owner of the aforesaid Platmin Shares and a copy of Platmin’s share register reflecting the Shareholder Aggrieved Party as the registered owner of the aforesaid Platmin Shares.

26.11 Clauses 26.6 to 26.8 shall be the sole basis upon which a Shareholder Aggrieved Party is entitled to recover Loss suffered by it as result of any breach by a Platmin Member of any of the: (a) terms or conditions under this Agreement, the Loan Creation Consolidation Agreement and the Subscription Agreement; or (b) warranties or representations given by it under this Agreement, the Loan Creation Consolidation Agreement and the Subscription Agreement, provided that if Platmin is unable to issue the applicable number of Platmin Shares to the Shareholder Aggrieved Party within 60 (sixty) days of the Shareholder Aggrieved Party being entitled to receive same then the Shareholder Aggrieved Party shall be entitled to recover the relevant Losses in cash from Platmin. Furthermore, if any Platmin shareholder does not deliver its Platmin Shares in accordance with this clause 26 within 60 (sixty) days of being required to do so then the aggrieved Party shall be entitled to recover the relevant Losses in cash from the relevant Platmin Shareholder.

27. INDEMNITY

27.1 Where:

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27.1.1. BBKT is of the view that Platmin or one of its Subsidiaries (the “Relevant Platmin Party”) should pursue a claim pursuant to a breach of a warranty or undertaking by Ivy Lane in favour of a Relevant Platmin Party; or

27.1.2. Ivy Lane is of the view that a Relevant Platmin Party should pursue a claim pursuant to a breach of a warranty or undertaking by BBKT in favour of a Relevant Platmin Party,

then in such circumstances BBKT or Ivy Lane (as the case may be) shall be entitled to notify the Relevant Platmin Party thereof in writing (the “Breach Notice”).

27.2 Should a Relevant Platmin Party receive a Breach Notice then:

27.2.1. the Party that sent the Breach Notice (the “Notifying Party”) and the relevant Platmin Party shall use their reasonable endeavours to ensure that they agree on whether the Relevant Platmin Party should pursue the claim;

27.2.2. if after 30 (thirty) Business Days after the receipt by the Relevant Platmin Party of the Breach Notice it is of the view that the claim should not be pursued and the Notifying Party remains of the view that the claim should be pursued then they shall attempt to agree on 3 (three) senior counsel advocates and/or attorneys of not less than 15 (fifteen) years standing (the “Relevant Legal Practitioners”) to consider whether in the Relevant Legal Practitioners’ opinions the Relevant Platmin Party would, on a balance of probabilities, be successful if it had to pursue the claim. If the Relevant Platmin Party and the Notifying Party are unable to agree on the Relevant Legal Practitioners within 15 (fifteen) Business Days after the expiry of the above- mentioned 30 (thirty) Business Day period then, they shall forthwith each submit 5 names to the chairperson of the Johannesburg Bar Council to choose from and decide who the Relevant Legal Practitioners should be and the Notifying Party and the Relevant Platmin Party shall be bound by the decision made by the Chairperson of the Johannesburg Bar Council in respect of the Relevant Legal Practitioners. The Notifying Party and the Relevant Platmin Party shall use their reasonable endeavours to procure that the Relevant Legal Practitioners deliver their opinions as soon as is reasonably practicable. If at least 2 of the Relevant Legal Practitioners deliver opinions to the effect that the Relevant Platmin Party would on a balance of probabilities in their opinions:

27.2.2.1. not be successful if it had to pursue the claim, then the Notifying Party shall make payment (and provide proof to the Relevant Platmin Party in respect thereof) of all of the Relevant Legal

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Practitioners’ costs and the Relevant Platmin Party shall not pursue the claim; and

27.2.2.2. be successful if it had to pursue the claim, then the Relevant Platmin Party shall make payment (and provide proof to the Notifying Party in respect thereof) of all of the Relevant Legal Practitioners’ costs and the Relevant Platmin Party shall pursue the claim.

28. CONFIDENTIALITY AND PUBLICITY

28.1 Any information obtained by any Party in terms, or arising from the implementation of this Agreement shall be treated as confidential by the Parties and shall not be used, divulged or permitted to be divulged to any person not being a Party to this Agreement, without the prior written consent of the other Parties save that;

28.1.1. each Party shall be entitled to disclose such information to its employees, its directors, shareholders, professional advisors and funders who have a need to know and who have been directed by the disclosing Party to keep such information confidential and have undertaken to keep such information confidential;

28.1.2. each Party shall be entitled to disclose this Agreement to RPM;

28.1.3. Platmin and/or any of its Subsidiaries and/or its or their advisors shall be entitled to disclose such information (as well as any other information) to the Industrial Development Corporation of South Africa Limited and/or their advisors as well as any persons who require such information for purposes of:

28.1.3.1. the IDC Subscription Agreement; and/or

28.1.3.2. an initial public offering by Platmin of Platmin Shares and/or the listing of Platmin Shares on any Recognised Exchange, provided that before revealing such information to any such persons, Platmin and/or any of its Subsidiaries and/or its or their advisors undertake to procure that the persons are aware of the confidential nature of the information being made available to them;

28.1.4. each Party shall be entitled to disclose any information which is required to be furnished by law or regulation or by existing contract as at the Signature Date or by any stock exchange; and

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28.1.5. no Party shall be precluded from using or divulging such information in order to pursue any legal remedy available to it.

28.2 In the event that a Party is required to disclose information as contemplated in clause 28.1.4, such Party will:

28.2.1. advise any Party/ies in respect of whom such information relates (the “Relevant Party/ies”) in writing prior to disclosure, if possible;

28.2.2. lake such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can;

28.2.3. afford the Relevant Party/ies a reasonable opportunity, if possible, to intervene in the proceedings;

28.2.4. comply with the Relevant Party/ies’ reasonable requests as to the manner and terms of such disclosure; and

28.2.5. notify the Relevant Party/ies of the recipient of, and the form and extent of, any such disclosure or announcement immediately after it was made.

29. ARBITRATION PROCEDURES

29.1 Unless provided for to the contrary in this Agreement, a dispute which arises in regard to:

29.1.1. the interpretation of;

29.1.2. the carrying into effect of;

29.1.3. any of the Parties’ rights and obligations arising from;

29.1.4. the termination or purported termination of or arising from the termination of; or

29.1.5. the rectification or proposed rectification of this Agreement, or out of or pursuant to this Agreement or on any matter which in terms of this Agreement requires agreement by the Parties, (other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction),

shall be submitted to and decided by arbitration.

29.2 That arbitration shall be held:

29.2.1. with only the Parties and their representatives present thereat; and

29.2.2. at Sandton, Souyh Africa.

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29.3 It is the intention that the arbitration shall, where possible, be held and concluded in 21 (twenty one) Business Days after it has been demanded.

29.4 Save as expressly provided in this Agreement to the contrary, the arbitration shall be subject to the arbitration legislation for the time being in force in South Africa.

29.5 There shall be 1 (one) arbitrator who shall, if the question in issue is:

29.5.1. primarily an accounting matter, an independent chartered accountant with not less than 10 (ten) years’ experience as a chartered accountant;

29.5.2. primarily a legal matter, a practising senior counsel or, alternatively, a practising attorney of not less than 15 (fifteen) years’ experience as an attorney; or

29.5.3. any other matter, a suitably qualified person.

29.6 The appointment of the arbitrator shall be agreed upon by the Parties in writing or, failing agreement by the Parties within 10 (ten) Business Days after the arbitration has been demanded, at the request of any of the Parties shall be nominated by the Chairman for the time being of the Arbitration Foundation of South Africa (or its successor body in title) (“AFSA”). If that person falls or refuses to make the nomination, any Party may approach the High Court of South Africa to make such an appointment. To the extent necessary, the court is expressly empowered to do so.

29.7 The Parties shall keep the evidence in the arbitration proceedings and any order made by any arbitrator confidential unless otherwise contemplated herein.

29.8 The arbitrator shall be obliged to give his award in writing fully supported by reasons.

29.9 The provisions of this clause are severable from the rest of this Agreement and shall remain in effect even if this Agreement is terminated for any reason.

29.10 The arbitrator shall have the power to give default judgment if any Party fails to make submissions on due date and/or fails to appear at the arbitration, which judgment the arbitrator shall be entitled to rescind on good cause shown in terms of the legal principles applicable to rescission of judgments.

30. GOVERNING LAW

30.1 This Agreement is governed by, and all disputes, claims, controversies, or disagreements of whatever nature arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, termination or enforceability shall be resolved in accordance with the laws of South Africa.

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30.2 Notwithstanding anything to the contrary contained in clause 29, any Party shall be entitled to apply for any interdict (or any other matter that cannot be resolved pursuant to clause 29) to be heard by any competent court having jurisdiction in any dispute arising from or in connection with this Agreement, and the Parties consent to same, save that if:

30.2.1. BBKT is the Party applying for urgent relief or claiming an order of specific performance against any of the other Parties, the Parties hereby consent and submit to the exclusive Jurisdiction of the South Gauteng High Court of the Republic of South Africa in any dispute arising from or in connection with this Agreement; and

30.2.2. any Party is applying for urgent relief or claiming an order of specific performance against BBKT then the Parties hereby consent and submit to the exclusive jurisdiction of the South Gauteng High Court of the Republic of South Africa in any dispute arising from or in connection with this Agreement provided that such court has Jurisdiction to hear such matter.

31. CO-OPERATION AND GOOD FAITH

Each of the Parties undertakes to exhibit the utmost good faith to the others in giving effect to the terms of this Agreement and hereby undertake to:

31.1 do, and to procure the doing by other persons, and to refrain and procure that other persons will refrain from doing, all such acts; and

31.2 pass, and to procure the passing of all such resolutions of directors or shareholders of any company,

to the extent that the same may depend on such Party as may be required to give effect to the import or intent of this Agreement.

32. BREACH AND INDIVISIBILITY

If a Party (the “Defaulting Party”) commits any breach of this Agreement and fails to remedy such breach within 10 (ten) Business Days, (the “Notice Period”) of written notice requiring the breach to be remedied, then the Party giving the notice (the “Claiming Party”) will be entitled to claim immediate specific performance of all or any of the Defaulting Party’s obligations under this Agreement, with or without claiming damages, whether or not such obligation is falling due for performance and the Parties hereby agree that no Party shall be entitled to cancel this Agreement.

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33. CROSS GUARANTEES

If the guarantee by Platmin contemplated in clause 25 of the Loan Creation Consolidation Agreement is unenforceable against Platmin then Luxco, Platmin SA, PPM, West Dunes, LLTI and Clidet (but in respect of Clidet only once clause 6 of the Loan Creation Consolidation Agreement has been implemented) (the “Relevant Platmin Subsidiaries”) hereby jointly and severally guarantee the obligations of Luxco, Platmin SA, PPM, West Dunes, Guernsey SPV, any Platmin Subsidiary contemplated in clause 16.1 of the Subscription Agreement and Clidet (but in respect of Clidet only once clause 6 of the Loan Creation Consolidation Agreement has been implemented) in terms the Loan Creation Consolidation Agreement and the Subscription Agreement and the Relevant Platmin Subsidiaries agree that if any of the aforesaid companies fails to pay or perform in full when due any of its obligations, the Relevant Platmin Subsidiaries shall, upon written demand by the relevant Party so claiming payment or performance, immediately pay or perform the same to the extent that such performance or payment remains unperformed or unpaid by the aforesaid company(ies) when due, respectively, and that in the case of any extension of time for payment or performance or renewal of any of such obligations, the same shall be promptly paid or performed to the extent that such performance or payment remains unperformed or unpaid by such aforesaid company(ies) when due in accordance with the terms of such extension or renewal. Subject to compliance with the relevant laws applicable to the Relevant Platmin Subsidiary, each of the Relevant Platmin Subsidiaries undertakes in favour of the relevant Party wishing to enforce the guarantee contemplated in this clause 33 to pass all board resolutions required in respect of the guarantee contemplated in this clause 33.

34. WHOLE AGREEMENT, NO AMENDMENT

34.1 This Agreement constitutes the whole agreement between the Parties relating to the subject matter hereof and supersedes any other discussions, agreements and/or understandings regarding the subject matter hereof. The Parties record and agree that the Subscription Agreement and/or the Loan Creation Consolidation Agreement do not form part of the “whole agreement” and/or the subject matter as contemplated in this Agreement and they unconditionally and irrevocably waive their rights to ever claim that the Subscription Agreement and/or the Loan Creation Consolidation Agreement form part of the “whole agreement” and/or the subject matter as contemplated in this Agreement.

34.2 No amendment or consensual cancellation of this Agreement or any provision or term hereof or of any agreement, bill of exchange or other document issued or executed pursuant to or in terms of this Agreement and no settlement of any disputes arising under this Agreement and no extension of time, waiver or relaxation or suspension of or agreement not to enforce or to suspend or postpone the enforcement of any of the provisions or terms of this Agreement or of any agreement, bill of exchange or other document issued pursuant to or in terms of this Agreement shall be binding unless recorded in a written document signed by

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the Parties (or in the case of an extension of time, waiver or relaxation or suspension, signed by the Party granting such extension, waiver or relaxation). Any such extension, waiver or relaxation or suspension which is so given or made shall be strictly construed as relating strictly to the matter in respect whereof it was made or given.

34.3 No oral pactum de non petendo shall be of any force or effect.

34.4 No extension of time or waiver or relaxation of any of the provisions or terms of this Agreement or any agreement, bill of exchange or other document issued or executed pursuant to or in terms of this Agreement, shall operate as an estoppel against any Party in respect of its rights under this Agreement, nor shall it operate so as to preclude such Party (save as to any extension, waiver or relaxation actually given) thereafter from exercising its rights strictly in accordance with this Agreement.

34.5 To the extent permissible by law no Party shall be bound by any express or implied or tacit term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.

35. DOMICILIA CITANDI ET EXECUTANDI

35.1 The Parties (and the Escrow Agent) choose as their domicilia citandi el executandi for all purposes under this Agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature (including the exercise of any option), the following addresses:

35.1.1. Luxco:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

35.1.2. Platmin:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

35.1.3. Ivy Lane:

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Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

35.1.4. BBKT, IBMR and Lexshell:

Physical: [***]

Postal: [***]

Fax; [***]

For the attention of: [***]

With a copy to: The Bakgatla Ba Kgafela - Financial Services (Proprietary) Limited

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

35.1.5. BPJV:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

35.1.6. PIC:

Physical: [***]

Postal: [***]

Fax; [***]

For the attention of: [***]

35.1.7. Clidet:

Physical: [***]

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Fax: [***]

For the attention of: [***]

35.1.8. Platmin SA:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

35.1.9. Guernsey SPV:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

35.1.10.LLTI:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

35.1.11.PPM:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

35.1.12.West Dunes:

Physical: [***]

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Fax: [***]

For the attention of: [***]

35.1.13.Pallinghurst Cayman:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

35.1.14.Investec:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

35.1.15. Pallinghurst Investment Consortium II (Lux) S.à r.l., Pallinghurst Investor Consortium (Lux) S.à r.l. and Dutch Investments (Lux) S.à r.l.:

Physical: [***]

Postal: [***]

Fax; [***]

For the attention of: [***]

with a copies to Investec and Ivy Lane at their respective chosen domicilia citandi et executandi if the court process, notice or other document or communication in question is to the Pallinghurst Investor Consortium

35.2 Any notice or communication required or permitted to be given in terms of this Agreement shall be valid and effective only if in writing but it shall be competent to give notice by fax.

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35.3 Any Party may by notice to any other Party change the physical address chosen as its domicilium citandi et executandi vis-d-vis that Party to another physical address in South Africa or its fax number, provided that the change shall become effective vis-d-vi$ that addressee on the 10th (tenth) Business Day from the receipt of the notice by the addressee.

35.4 Any notice to a Party:

35.4.1. sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at an address chosen as its domicilium citandi et executandi to which post is delivered shall be deemed to have been received on the 7th (seventh) Business Day after posting (unless the contrary is proved);

35.4.2. delivered by hand to a responsible person during ordinary business hours at the physical address chosen as its domicilium citandi et executandi shall be deemed to have been received on the day of delivery; or

35.4.3. sent by fax to its chosen fax number stipulated in clause 35.1, shall be deemed to have been received on the date of despatch (unless the contrary is proved).

35.5 Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi.

36. COSTS

Each Party shall bear its own costs in relation to the negotiation, preparation and implementation of this Agreement.

37. SEVERABILITY

Any provision in this Agreement which is or may become illegal, invalid or unenforceable in any jurisdiction affected by this Agreement shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be treated pro non scripto and severed from the balance of this Agreement, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

38. STIPULATIO ALTERI

No part of this Agreement shall constitute a stipulatio alteri in favour of any person who is not a Party to the Agreement unless the provision in question expressly provides that it does constitute a stipulatio alien.

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39. NO CESSION AND ASSIGNMENT

Except as expressly provided in this Agreement, no Party shall be entitled to cede, assign, transfer or delegate all or any of its rights, obligations and/or interest in, under or in terms of this Agreement to any third party without the prior written consent of the other Parties (which consent shall not be unreasonably withheld).

40. EXECUTION IN COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement as at the date of signature of the Party that signs its counterpart last in time.

Signed by the Parties and witnessed on the following dates and at the following places respectively:

For:	ORKID S.à r.l.
Signature:	[ILLEGIBLE]
	who warrants that he / she is duly authorised thereto
Name:	[ILLEGIBLE]
Date:	[ILLEGIBLE]
Place:	[ILLEGIBLE]

For:	PLATMIN LIMITED
Signature:	[ILLEGIBLE]
	who warrants that he / she is duly authorised thereto
Name:	[ILLEGIBLE]
Date:
Place:

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For:	THE BAKGATLA BA KGAFELA TRIBE
Signature:	[ILLEGIBLE]
	who warrants that he / she is duly authorised thereto
Name:	[ILLEGIBLE]
Date:	30/10/2012
Place:	[ILLEGIBLE]

For:	ITERELENG BAKGATLA MINERALS RESOURCES (PTY) LTD
Signature:	[ILLEGIBLE]
	who warrants that he / she is duly authorised thereto
Name:	[ILLEGIBLE]
Date:	30/10/2012
Place:	[ILLEGIBLE]

For:	PALLINGHURST IVY LANE CAPITAL LIMITED
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

For:	BAKGATLA PALLINGHURST JV (PTY) LTD
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

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For:	PALLINGHURST INVESTOR CONSORTIUM (PTY) LTD
Signature:	/s/ [ILLEGIBLE]
	who warrants that he / she is duly authorised thereto
Name:	[ILLEGIBLE]
Date:
Place:

For:	CLIDET (PTY) LTD
Signature:	[ILLEGIBLE]
	who warrants that he / she is duly authorised thereto
Name:	[ILLEGIBLE]
Date:
Place:

For:	LEXSHALL 38 GENERAL TRADING (PTY) LTD
Signature:	/s/ [ILLEGIBLE]
	who warrants that he / she is duly authorised thereto
Name:	[ILLEGIBLE]
Date:	[ILLEGIBLE]
Place:	[ILLEGIBLE]

For:	PLATMIN SOUTH AFRICA (PTY) LTD
Signature:	[ILLEGIBLE]
	who warrants that he / she is duly authorised thereto
Name:	[ILLEGIBLE]
Date:
Place:

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For:	NEWSHELF 1101 (PTY) LTD
Signature:	[ILLEGIBLE]
	who warrants that he / she is duly authorised thereto
Name:	[ILLEGIBLE]
Date:
Place:

For:	PILANESBURG PLATINUM MINE (PTY) LTD
Signature:	/s/ [ILLEGIBLE]
	who warrants that he / she is duly authorised thereto
Name:	[ILLEGIBLE]
Date:	[ILLEGIBLE]
Place:	[ILLEGIBLE]

For:	HODOS HOLDING LIMITED
Signature:	[ILLEGIBLE]
	who warrants that he / she is duly authorised thereto
Name:	[ILLEGIBLE]
Date:
Place:

For:	WEST DUES PROPERTIES 115 (PTY) LTD
Signature:	/s/ [ILLEGIBLE]
	who warrants that he / she is duly authorised thereto
Name:	[ILLEGIBLE]
Date:	[ILLEGIBLE]
Place:	[ILLEGIBLE]

71

For:	PALLINGHURST (CAYMAN) GP .L.P.
Signature:	[ILLEGIBLE]
	who warrants that he / she is duly authorised thereto
Name:	[ILLEGIBLE]
Date:
Place:

For:	INVESTEC BANK LIMITED
Signature:	[ILLEGIBLE]
	who warrants that he / she is duly authorised thereto
Name:	[ILLEGIBLE]
Date:
Place:	[ILLEGIBLE]

For:	PALLINGHURST INVESTOR CONSORTIUM II (LUX) S.à r.l.
Signature:	[ILLEGIBLE]
	who warrants that he / she is duly authorised thereto
Name:	[ILLEGIBLE]
Date:
Place:

For:	PALLINGHURST INVESTOR CONSORTIUM (LUX) S.à r.l.
Signature:	[ILLEGIBLE]
	who warrants that he / she is duly authorised thereto
Name:	[ILLEGIBLE]
Date:
Place:

Annexure A   The IBMR Mining Area

Annexure BEastern Limb Assets

Mphahlele

PROVINCE	PROPERTY	PERMIT TYPE AND NUMBER	SIZE (ha)	RIGHT HOLDER	INTEREST AND ISSUES OUTSTANDING	MINERALS
Limpopo	Locatie van WPhatlele 457 KS	New Order Prospecting Right LP 30/5/1/2/2/87 MR	11,725.00	Tameng Mining and Exploration (Pty) Ltd	Beneficial Interest to Platmin 54.29%	PGEs and associated minerals

Loskop

PROPERTY	INTEREST AND ISSUES OUTSTANDING1	PERMIT TYPE	PERMIT NUMBER	SIZE (ha)	HOLDER	MINERAL
Rietfontein 70 JS(Pts 11,15, 17, 18.19, 27, RE12, RE26, RE30)	100% Platmin SA	Converted Old Order Prospecting Right and New Order Prospecting Right	MP30/5/1/1Z2/1019PR (now LP30/5/1/1/2/1/4/2906PR) and MP30/5/1/1/2/1653PR (now LP30/5/1/1/2//2927PR)	2,280.36	Platmin SA (Pty) Ltd	All minerals
Pts 21,22, RE20	100% shared 50/50 by Platmin SA and WPL
Portion 23,	75% shared 50/50 by Platmin SA and WPL
Re of Portion 1
Portion 13	50% shared 50/50 by Platmin SA and WPL.
De Wagend rift 79 JS (Pts 12, 13.14,15, Re 1)	100% Platmin SA2	Converted Old Order Prospecting Right and New Order Prospecting Right	MP30/5/1/1Z2/1141PR (now LP30/5/1/1/2/2914PR) and MP30/5/1/2/1/2/2926PR (now LP30/5/1/1/2/2926PR	856.53		All minerals

Grootboom

Farm	Permit Number	Extent	Date Granted	Holder	Mineral
Grootboom 336 KT	Formerly: MP 30/5/1/1/2/281 MR Currently: LP 30/5/1/1/2/282 MR	1995,93 ha	23 Nov 2006	Platmin SA	All minerals excluding chrome

Annexure CPlatmin Group structure at the Signature Date

 

Annexure DPlatmin Group as at the Effective Date

TABLE OF CONTENTS

Clause number and description	Page
1.    INTERPRETATION AND PRELIMINARY	4
2.    SUSPENSIVE CONDITION	15
3.    SUBMISSION OF THE SECTION 11 APPLICATION	16
4.    UNDERTAKINGS BY IVY LANE AND BBKT IN RESPECT OF CLAIMS AGAINST PLATMIN AND/OR ANY PLATMIN SUBSIDIARY WHICH EXCEED CERTAIN AMOUNTS	17
5.    UNDERTAKINGS BY LUXCO AND PPM IN RESPECT OF THEIR RIGHTS UNDER CLAUSE 18.4 OF THE LOAN CREATION CONSOLIDATION AGREEMENT	18
6.    UNDERTAKING TO SEND THE FUNDING NOTICE CONTEMPLATED IN CLAUSE 18.5.5 OF THE LOAN CREATION CONSOLIDATION AGREEMENT	19
7.    UNDERTAKINGS IN RESPECT OF ADMINISTRATIVE, COMPANY SECRETARIAL AND AUDITING COSTS	19
8.    BBKT’S RIGHT TO APPOINT A MEMBER TO THE INVESTMENT COMMITTEE OF PLATMIN	20
9.    BBKT’S RIGHT TO APPOINT A MEMBER TO THE IPO STEERING COMMITTEE	21
10.  PLATMIN’S CASH POSITION I PLATMIN’S ISSUED SHARE CAPITAL	22
11.  BBKT’S BOARD REPRESENTATIVES	22
12.  ARRANGEMENTS AND WARRANTY AS TO FEES IN RESPECT OF THE IDC SUBSCRIPTION AGREEMENT	24
13.  THE IDC SUBSCRIPTION AGREEMENT AND BBKT’S RIGHTS IN RELATION THERETO	25
14.  WARRANTIES AS TO PLATMIN GROUP COMPANIES AND MINING RIGHTS AND PROSPECTING RIGHTS	26
15.  PLATMIN RE-LISTING	29
16.  ARTICLE 7.3 OF PLATMIN’S ARTICLES OF INCORPORATION	30
17.  ACQUISITION OF CONTROL OF PLATMIN	30

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18.    SUCCESSORS IN TITLE	32
19.    PROTECTIONS	33
20.    REGULATORY APPROVALS	36
21.    MINORITY PROTECTED MATTERS	36
22.    IBMR MEMORANDUM OF INCORPORATION	39
23.    WARRANTIES AND RECORDALS	39
24.    PROCURING CERTAIN AMENDMENTS TO THE LOAN CREATION CONSOLIDATION AGREEMENT AND THE SUBSCRIPTION AGREEMENT	41
25.    LIMITATION OF LIABILITY	46
26.    BASIS UPON WHICH CLAIMS FOR LOSSES WILL BE SETTLED BY BBKT, IVY LANE AND PLATMIN AND/OR ANY PLATMIN SUBSIDIARY	50
27.    INDEMNITY	55
28.    CONFIDENTIALITY AND PUBLICITY	57
29.    ARBITRATION PROCEDURES	58
30.    GOVERNING LAW	59
31.    CO-OPERATION AND GOOD FAITH	60
32.    BREACH AND INDIVISIBILITY	60
33.    CROSS GUARANTEES	61
34.    WHOLE AGREEMENT, NO AMENDMENT	61
35.    DOMICILIA CITANDI ET EXECUTANDI	62
36.    COSTS	66
37.    SEVERABILITY	66
38.    STIPULATIO ALTERI	66
39.    NO CESSION AND ASSIGNMENT	67
40.    EXECUTION IN COUNTERPARTS	67

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Annexure A    The IBMR Mining Area

Annexure B    Eastern Limb Assets

Annexure C    Platmin Group structure at the Signature Date

Annexure D    Platmin Group as at the Effective Date

EX-10.7

Exhibit 10.7

INDEMNITY AGREEMENT

entered into between

Execution Version

PLATMIN LIMITED

(Registration No. 54400)

and

ORKID S.à r.l.

(Registration No. B 167 777)

and

HODOS HOLDINGS LIMITED

(Registration No. 55562)

and

THE BAKGATLA BA KGAFELA TRIBE

and

PALLINGHURST IVY LANE CAPITAL LIMITED

(Registration No. 69215 C1/GBL)

and

ITERELENG BAKGATLA MINERALS RESOURCES (PTY) LTD

(Registration No. 2003/003721/07)

2

and

BAKGATLA PALLINGHURST JV (PTY) LTD

(Registration No. 2007/030554/07)

and

PALLINGHURST INVESTOR CONSORTIUM (PTY) LTD

(Registration No. 2007/030604/07)

and

CLIDET NO 832 (PTY) LTD

(Registration No. 2008/011497/07)

and

LEXSHELL 38 GENERAL TRADING (PTY) LTD

(Registration No. 2006/017942/07)

and

PLATMIN SOUTH AFRICA (PTY) LTD

(Registration No. 2000/002572/07)

and

NEWSHELF 1101 (PTY) LTD

(Registration No. 2010/018827/07)

and

PILANESBERG PLATINUM MINES (PTY) LTD

(Registration No. 2002/015572/07)

and

WEST DUNES PROPERTIES 115 (PTY) LTD

(Registration No. 2004/010211/07)

3

and

PALLINGHURST (CAYMAN) GP L.P.

and

INVESTEC BANK LIMITED

(Registration No. 1969/004763/06)

and

PALLINGHURST INVESTMENT CONSORTIUM II (LUX) S.à r.l.

(Registration No. B152918)

and

PALLINGHURST INVESTOR CONSORTIUM (LUX) S.à r.l.

(Registration No. B143734)

and

DUTCH INVESTMENTS (LUX) S.à r.l.

(Registration No. B157475)

4

WHEREBY IT IS AGREED AS FOLLOWS:

1. INTERPRETATION AND PRELIMINARY

The headings of the clauses in this Agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of this Agreement nor any clause hereof. Unless a contrary intention clearly appears:

1.1 words importing:

1.1.1 any one gender include the other two genders;

1.1.2 the singular include the plural and vice versa; and

1.1.3 natural persons include created entities (corporate or unincorporate) and the state and vice versa;

1.2 the following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings, namely -

1.2.1 “Agreement” means this indemnity agreement;

1.2.2 “BBKT” means the Bakgatla Ba Kgafela Tribe, a universitas personarum being a traditional community and tribe established according to indigenous custom, with full contractual capacity;

1.2.3 “BPJV” means Bakgatla Palllnghurst JV (Pty) Ltd, Registration No. 2007/030554/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.4 “Business Day” means any day other than a Saturday, Sunday or public holiday in the Republic of South Africa and/or Mauritius and/or Guernsey and /or Luxembourg;

1.2.5 “Clidet” means Clidet No 832 (Pty) Ltd, Registration No. 2008/011497/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.6 “Companies Act” means the Companies Act, 2008;

1.2.7 “Effective Date” means the date upon which the Suspensive Condition is fulfilled, or waived, as the case may be;

1.2.8 “Guernsey SPV” means Hodos Holdings Limited, Registration No. 55562, a company duly incorporated in Guernsey;

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1.2.9 “Holding Company” means holding company as defined in the Companies Act and references to a “Holding Company” shall not be limited to entitles incorporated under the Companies Act and, in respect any company of which BBKT holds more than 50% (fifty percent) of the issued share capital, “Holding Company” means BBKT;

1.2.10 “IBMR” means Itereleng Bakgatla Minerals Resources (Pty) Ltd, Registration No. 2003/003721/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.11 “Ivy Lane” means Pallinghurst Ivy Lane Capital Limited, Registration No. 69215 C1/GBL, a private company limited by shares incorporated in the Republic of Mauritius;

1.2.12 “Lexshell” means Lexshell 38 General Trading (Pty) Ltd, Registration No. 2006/017942/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.13 “LLTI” means Newshelf 1101 (Pty) Ltd, Registration No. 2010/018827/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.14 “Loan Creation Consolidation Agreement” means the consolidation agreement entered into or to be entered into between Luxco, Guernsey SPV, Platmln, BBKT, IBMR, Ivy Lane, BPJV, PIC, Rustenburg Platinum Mines Limited, Clidet, Lexshell, Richtrau, Platmin SA, LLTI, PPM, West Dunes and Webber Wentzel;

1.2.15 “Luxco” means Orkld S.à r.l., Registration No. B 167 777, a limited liability private company duly incorporated in Luxembourg;

1.2.16 “Parties” means, collectively. Ivy Lane, Luxco, Guernsey SPV, Platmin, BBKT, IBMR, BPJV, PIC, Clidet, Lexshell, Platmin SA, LLTI, PPM, West Dunes, Pallinghurst (Cayman) GP LP„ Investec Bank Limited, Palllnghurst Investment Consortium II (Lux) S.à r.l., Pallinghurst Investor Consortium (Lux) S.à r.l. and Dutch Investments (Lux) S.à r.l and references to a “Party” shall be to any of either of them individually, as the context may require;

1.2.17 “Party’s Group” means in relation to each Party:

1.2.17.1 any Subsidiary of that Party;

1.2.17.2 any Holding Company of that Party; and

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1.2.17.3 any Subsidiary of that Parly’s Holding Company;

1.2.18 “PIC” means Pallinghurst Investor Consortium (Pty) Ltd, Registration No. 2007/030604/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.19 “Platmin” means Platmin Limited, Registration No. 54400, a limited liability company duly incorporated in Guernsey;

1.2.20 “Platmin SA” means Platmin South Africa (Pty) Ltd, Registration No. 2000/002572/07, a limited liability private company duly incorporated in the Republic of South Africa, formerly Boynton Investments (Pty) Ltd;

1.2.21 “PPM” means Pilanesberg Platinum Mines (Pty) Ltd, Registration No. 2002/015572/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.22 “Relationship Agreement” means the agreement entered into or to be entered into between Luxco, Guernsey SPV, Platmin, BBKT, IBMR, Ivy Lane, BPJV, PIC, Clidet, Lexshell, Platmin SA, LLTI, PPM, West Dunes, Pallinghurst (Cayman) GP L.P., Investec Bank Limited, Pallinghurst Investment Consortium II (Lux) S.à r.l., Pallinghurst Investor Consortium (Lux) S.à r.l. and Dutch Investments (Lux) S.à r.l.;

1.2.23 “Richtrau” means Richtrau No 123 (Pty) Ltd, Registration No. 2006/017346/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.24 “Signature Date” means the date of the signature of this Agreement by the last Party to do so;

1.2.25 “Subscription Agreement” shall bear the meaning ascribed to in the Loan Creation Consolidation Agreement;

1.2.26 “Subsidiary” means subsidiary as defined in the Companies Act and references to a “Subsidiary” shall not be limited to entities incorporated under the Companies Act and in respect of any company of which BBKT holds more than 50% (fifty percent) of the issued share capital, “Subsidiary” means such company;

1.2.27 “Suspensive Condition” means the suspensive condition in clause 2.1;

1.2.28 “VAT” means value added tax as may be levied in terms of the VAT Act;

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1.2.29 “VAT Act” means the Value-Added Tax Act, 1991;

1.2.30 “West Dunes” means West Dunes Properties 115 (Pty) Ltd (Registration No. 2004/010211/07), a limited liability private company duly incorporated in the Republic of South Africa; and

1.3 any reference to an enactment is to that enactment as at the Signature Date and as amended or re-enacted from time to time and includes any subordinate legislation made from time to time under such enactment;

1.4 if any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of the Agreement;

1.5 when any number of days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day is not a Business Day, in which case the last day shall be the next succeeding Business Day;

1.6 if any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that that term has not been defined in this interpretation clause;

1.7 capitalised words and/or terms used in this Agreement but not defined herein shall bear the meaning ascribed to them in the Relationship Agreement;

1.8 the expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this;

1.9 the rule of construction that a contract shall be interpreted against the Party responsible for the drafting or preparation of the contract, shall not apply;

1.10 any reference in this Agreement to a Party shall include a reference to that Party’s assigns expressly permitted under this Agreement and, if such Party is liquidated or sequestrated, be applicable also to and binding upon that Party’s liquidator or trustee, as the case may be;

1.11 any reference to an agreement includes a reference to that agreement and its annexures, as may be amended, supplemented, varied or novated from time to time;

8

1.12 the words “include”, “including” and “in particular” shall be construed as being by way of example or emphasis only and shall not be construed, nor shall they take effect, as limiting the generality of any preceding word/s; and

1.13 the words “other” and “otherwise” shall not be construed eiusdem generis with any preceding words where a wider construction is possible.

2. SUSPENSIVE CONDITION

2.1 The whole of this Agreement, other than the provisions of clause 1, this clause 2, and clauses 5 to 15 (both inclusive), which shall be of immediate force and effect on the Signature Date, is subject to the fulfilment of the suspensive condition, that by not later than 15 December 2013 the suspensive condition to the Relationship Agreement has been fulfilled.

2.2 Forthwith after the Signature Date, the Parties shall use their respective reasonable endeavours and co-operate in good faith to procure the fulfilment of the Suspensive Condition, to the extent that it is within their power to do so, as expeditiously as reasonably possible.

2.3 The Suspensive Condition has been inserted for the benefit of all Parties who will be entitled to waive fulfilment of same by written agreement prior to the expiry of the relevant time period set out in clause 2.1 (or extended in accordance with clause 2.4).

2.4 Unless the Suspensive Condition has been fulfilled or waived by not later than the date contemplated in clause 2.1 (or such later date or dates as may be agreed in writing between the Parties before the aforesaid date or dates), the provisions of this Agreement save for clause 1, this clause 2 and clauses 5 to 15 (both inclusive) which will remain of full force and effect, will never become of any force or effect and the status quo ante will be restored as near as may be possible and none of the Parties will have any claim against any other in terms hereof or arising from the failure of the Suspensive Condition, save for any claims arising from a breach of clause 2.2 and/or any prior breach of any of the provisions of this Agreement which became effective prior to the Effective Date.

3. INDEMNITY

3.1 If Ivy Lane, Pallinghurst Investment Consortium II (Lux) S.à r.l., Pallinghurst Investor Consortium (Lux) S.à r.l., Dutch Investments (Lux) S.à r.l. and/or any member of Ivy Lane’s Party’s Group which is a party to the Relationship Agreement or which becomes a party to the Relationship Agreement pursuant to clause 18 of the Relationship Agreement and/or BBKT and/or any member of BBKT’s Party’s Group which is a party to the Relationship

9

Agreement or which becomes a party to the Relationship Agreement pursuant to clause 18 of the Relationship Agreement (each an “Indemnified Party”):

3.1.1 pursues Platmin and/or any member of Platmin’s Party’s Group which is a party to the Relationship Agreement or which becomes a party to the Relationship Agreement pursuant to clause 18 of the Relationship Agreement (“Platmin Breaching Party”) in respect of a breach of any provision/s (“Relevant Provision”) of the Relationship Agreement (“Breach”); and

3.1.2 the Indemnified Party has diligently exhausted all reasonable remedies available to it in law in pursuing the Breach; and

3.1.3 the Indemnified Party is unsuccessful in pursuing the Breach: (a) by virtue of the Relevant Provision/s being unenforceable against the Platmin Breaching Party solely because such Relevant Provision/s constitutes a breach of clause 26 of the Loan Creation Consolidation Agreement and/or clause 24 of the Subscription Agreement; or (b), but would have been successful in pursuing the Breach had the Relevant Provision/s been included in the Loan Creation Consolidation Agreement or the Subscription Agreement,

then Platmin indemnifies and holds the Indemnified Party harmless against all direct Damages it suffers as a result of the above provided that: (a) the provisions of clauses 25.1.2, 25.1.3, 25.1.4, 4.1.1 and 4.2.2 of the Relationship Agreement apply mutatis mutandis to this Agreement, save that the capped amounts contemplated in clauses 4.1.1 and 4.1.2 shall also include this Agreement; and (b) the principles contemplated in clauses 26.6, 26.7, 26.8. 26.9 and 26.10 and 26.11 of the Relationship Agreement shall apply mutatis mutandis to this Agreement.

3.2 To the extent that any Indemnified Party is not a Party, this clause 3 constitutes a stipulatio alteri in favour of such Indemnified Party, which stipulatio alteri such Indemnified Party may accept at anytime.

4. WARRANTIES GENERAL

4.1 No warranties or representations, express or implied or tacit, whether by law, contract or otherwise and whether it induced the contract or not, which are not set forth in this Agreement shall be binding on any Party, and the Parties hereby irrevocably waive any right (common law or otherwise) that they may have to rely thereon.

4.2 Each of the Parties hereby warrants to and in favour of the other Parties that:

10

4.2.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement;

4.2.2 this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms; and

4.2.3 the execution of this Agreement and the performance of its obligations hereunder does not and shall not:

4.2.3.1 contravene any law or regulation to which it is subject;

4.2.3.2 contravene any provision of its constitutional documents; or

4.2.3.3 conflict with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it.

4.3 Each warranty and undertaking in this Agreement:

4.3.1 is a separate warranty and undertaking and will in no way be limited or restricted by reference to or inference from the terms of any other warranty or undertaking or by any other words in this Agreement;

4.3.2 shall continue and remain in force notwithstanding the completion of the transactions contemplated in this Agreement; and

4.3.3 be deemed to be material and to be a material representation inducing the recipient to enter into this Agreement.

4.4 It is recorded that the Parties have entered into this Agreement on the strength of the warranties and undertakings that they have received and on the basis that such warranties and undertakings will, unless otherwise specifically stated, be correct on the relevant date/s.

5. CONFIDENTIALITY AND PUBLICITY

5.1 Any information obtained by any Party in terms, or arising from the implementation of this Agreement shall be treated as confidential by that Party and shall not be used, divulged or permitted to be divulged to any person not being a Party, without the prior written consent of the other Party save that:

5.1.1 each Party shall be entitled to disclose such information to its employees, its directors, shareholders, professional advisors and funders who have a need to know and who have been directed by the disclosing Party to keep such

11

information confidential and have undertaken to keep such information confidential;

5.1.2 each Party shall be entitled to disclose any information which is required to be furnished by law or regulation or by existing contract as at the Signature Date or by any stock exchange; and

5.1.3 no Party shall be precluded from using or divulging such information in order to pursue any legal remedy available to it.

5.2 In the event that a Party is required to disclose information as contemplated in clause 5.1.2, such Party will:

5.2.1 advise the other Party (the “Relevant Party”) in writing prior to disclosure, if possible;

5.2.2 take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can;

5.2.3 afford the Relevant Party a reasonable opportunity, if possible, to intervene in the proceedings;

5.2.4 comply with the Relevant Party’s reasonable requests as to the manner and terms of such disclosure; and

5.2.5 notify the Relevant Party of the recipient of, and the form and extent of, any such disclosure or announcement immediately after it was made.

6. ARBITRATION PROCEDURES

6.1 Unless provided for to the contrary in this Agreement, a dispute which arises in regard to:

6.1.1 the interpretation of;

6.1.2 the carrying into effect of;

6.1.3 either of the Party’s rights and obligations arising from;

6.1.4 the termination or purported termination of or arising from the termination of; or

6.1.5 the rectification or proposed rectification of this Agreement, or out of or pursuant to this Agreement or on any matter which in terms of this Agreement requires agreement by the Parties, (other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction),

12

shall be submitted to and decided by arbitration.

6.2 That arbitration shall be held:

6.2.1 with only the Parties and their representatives present thereat; and

6.2.2 at Sandton, South Africa.

6.3 It is the intention that the arbitration shall, where possible, be held and concluded in 21 (twenty one) Business Days after it has been demanded.

6.4 Save as expressly provided in this Agreement to the contrary, the arbitration shall be subject to the arbitration legislation for the time being in force in South Africa.

6.5 There shall be 1 (one) arbitrator who shall be a practising senior counsel or, alternatively, a practising attorney of not less than 15 (fifteen) years’ experience as an attorney

6.6 The appointment of the arbitrator shall be agreed upon by the Parties in writing or, failing agreement by the Parties within 10 (ten) Business Days after the arbitration has been demanded, at the request of any of the Parties shall be nominated by the Chairman for the time being of the Arbitration Foundation of South Africa (or its successor body in title) (“AFSA”). If that person fails or refuses to make the nomination, any Party may approach the High Court of South Africa to make such an appointment. To the extent necessary, the court is expressly empowered to do so.

6.7 The Parties shall keep the evidence in the arbitration proceedings and any order made by any arbitrator confidential unless otherwise contemplated herein.

6.8 The arbitrator shall be obliged to give his award in writing fully supported by reasons.

6.9 The provisions of this clause are severable from the rest of this Agreement and shall remain in effect even if this Agreement is terminated for any reason.

6.10 The arbitrator shall have the power to give default judgment if any Party fails to make submissions on due date and/or fails to appear at the arbitration, which judgment the arbitrator shall be entitled to rescind on good cause shown in terms of the legal principles applicable to rescission of judgments.

7. GOVERNING LAW

7.1 This Agreement is governed by, and all disputes, claims, controversies, or disagreements of whatever nature arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, termination or enforceability shall be resolved in accordance with the laws of South Africa.

13

7.2 Notwithstanding anything to the contrary contained in clause 6, any Party shall be entitled to apply for any interdict (or any other matter that cannot be resolved pursuant to clause 6) to be heard by any competent court having jurisdiction in any dispute arising from or in connection with this Agreement, and the Parties consent to same, save that if BBKT is the Party applying for urgent relief or claiming an order of specific performance against a Platmin Breaching Party, the Parties hereby consent and submit to the exclusive jurisdiction of the South Gauteng High Court of the Republic of South Africa in any dispute arising from or in connection with this Agreement.

8. BREACH

If any Party (the “Defaulting Party”) commits any breach of this Agreement and fails to remedy such breach within 10 (ten) Business Days, (the “Notice Period”) of written notice requiring the breach to be remedied, then the Party giving the notice (the “Claiming Party”) will be entitled to claim immediate specific performance of all or any of the Defaulting Party’s obligations under this Agreement, with or without claiming damages, whether or not such obligation is falling due for performance and the Parties hereby agree that no Party shall be entitled to cancel this Agreement.

9. WHOLE AGREEMENT, NO AMENDMENT

9.1 This Agreement constitutes the whole agreement between the Parties relating to the subject matter hereof and supersedes any other discussions, agreements and/or understandings regarding the subject matter hereof.

9.2 No amendment or consensual cancellation of this Agreement or any provision or term hereof or of any agreement, bill of exchange or other document issued or executed pursuant to or in terms of this Agreement and no settlement of any disputes arising under this Agreement and no extension of time, waiver or relaxation or suspension of or agreement not to enforce or to suspend or postpone the enforcement of any of the provisions or terms of this Agreement or of any agreement, bill of exchange or other document issued pursuant to or in terms of this Agreement shall be binding unless recorded in a written document signed by the Parties (or in the case of an extension of time, waiver or relaxation or suspension, signed by the Party granting such extension, waiver or relaxation). Any such extension, waiver or relaxation or suspension which is so given or made shall be strictly construed as relating strictly to the matter in respect whereof it was made or given.

9.3 No oral pactum de non petendo shall be of any force or effect.

9.4 No extension of time or waiver or relaxation of any of the provisions or terms of this Agreement or any agreement, bill of exchange or other document issued or executed pursuant to or in terms of this Agreement, shall operate as an estoppel against any Party in respect of its rights under this Agreement, nor shall it operate so as to preclude such Party

14

(save as to any extension, waiver or relaxation actually given) thereafter from exercising its rights strictly in accordance with this Agreement.

9.5 To the extent permissible by law no Party shall be bound by any express or implied or tacit term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.

10. DOMICILIACITANDl ET EXECUTANDI

10.1 The Parties choose as their domicilia citandl at executandi for all purposes under this Agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature (including the exercise of any option), the following addresses:

10.1.1 Ivy Lane:

Physical:	[***]
Postal:	[***]
Fax:	[***]

For the attention of: [***]

10.1.2 Luxco:

Physical:	[***]
Postal:	[***]
Fax:	[***]

For the attention of: [***]

10.1.3 Platmin:

Physical:	[***]
Postal:	[***]
Fax:	[***]

For the attention of: [***]

10.1.4 BBKT, IBMR and Lexshell:

15

Physical:	[***]
Postal:	[***]
Fax:	[***]

For the attention of: [***]

With a copy to: The Bakgatla Ba Kgafela - Financial Services (Proprietary) Limited

Physical:	[***]
Postal:	[***]
Fax:	[***]

For the attention of: [***]

10.1.5 BPJV:

Physical:	[***]
Postal:	[***]
Fax:	[***]

For the attention of: [***]

10.1.6 PIC:

Physical:	[***]
Postal:	[***]
Fax:	[***]

For the attention of: [***]

10.1.7 Clidet:

Physical:	[***]
Postal:	[***]
Fax:	[***]

For the attention of: [***]

10.1.8 Platmin SA:

Physical:	[***]
Postal:	[***]
Fax:	[***]

16

For the attention of: [***]

10.1.9 Guernsey SPV:

Physical:	[***]
Postal:	[***]
Fax:	[***]

For the attention of: [***]

10.1.10 LLTI:

Physical:	[***]
Postal:	[***]
Fax:	[***]

For the attention of: [***]

10.1.11 PPM:

Physical:	[***]
Postal:	[***]
Fax:	[***]

For the attention of: [***]

10.1.12 West Dunes:

Physical:	[***]
Postal:	[***]
Fax:	[***]

For the attention of: [***]

10.1.13 Pallinghurst Cayman:

Physical:	[***]
Postal:	[***]

17

Fax: [***]

For the attention of: [***]

10.1.14 Investec:

Physical:	[***]
Postal:	[***]
Fax:	[***]

For the attention of: [***]

10.1.15 Pallinghurst Investment Consortium II (Lux) S.à r.l., Pallinghurst Investor Consortium (Lux) S.à r.l. and Dutch Investments (Lux) S.à r.l.:

Physical:	[***]
Postal:	[***]
Fax:	[***]

For the attention of: [***]

10.2 Any notice or communication required or permitted to be given in terms of this Agreement shall be valid and effective only if in writing but it shall be competent to give notice by fax.

10.3 Any Party may by notice to the other Parties change the physical address chosen as its domicillum citandi et executandi vis-à-vis that Party to another physical address in South Africa or its fax number, provided that the change shall become effective vis-à-vis that addressee on the 10th (tenth) Business Day from the receipt of the notice by the addressee.

10.4 Any notice to a Party:

10.4.1 sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at an address chosen as its domicillium citandi et executandi to which post is delivered shall be deemed to have been received on the 7th (seventh) Business Day after posting (unless the contrary is proved);

18

10.4.2 delivered by hand to a responsible person during ordinary business hours at the physical address chosen as its domicillium citandi et executandi shall be deemed to have been received on the day of delivery; or

10.4.3 sent by fax to its chosen fax number stipulated in clause 10.1, shall be deemed to have been received on the date of despatch (unless the contrary is proved).

10.5 Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicillium citandi et executandi.

11. COSTS

Each Party shall bear its own costs in relation to the negotiation, preparation and implementation of this Agreement.

12. SEVERABILITY

Any provision in this Agreement which is or may become illegal, invalid or unenforceable in any jurisdiction affected by this Agreement shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be treated pro non scripto and severed from the balance of this Agreement, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other Jurisdiction.

13. STIPULATE ALTERI

No part of this Agreement shall constitute a stipulatlo alteri in favour of any person who is not a Party to the Agreement unless the provision in question expressly provides that it does constitute a stipulatlo alteri.

14. NO CESSION AND ASSIGNMENT

Except as expressly provided in this Agreement, no Party shall be entitled to cede, assign, transfer or delegate all or any of its rights, obligations and/or interest in, under or in terms of this Agreement to any third party without the prior written consent of the other Parties (which consent shall not be unreasonably withheld).

15. EXECUTION IN COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement as at the date of signature of the Party that signs its counterpart last in time.

19

Signed by the Parties and witnessed on the following dates and at the following places respectively:

For:	ORKID S.à r.l.
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

For:	PLATMIN LIMITED
Signature:	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised thereto
Name:	ARNE H. FRANDSEN
Date:
Place:

For:	THE BAKGATLA BA KGAFELA TRIBE
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

20

Signed by the Parties and witnessed on the following dales and at the following places respectively:

For:	ORKID S.à r.l.
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

For:	PLATMIN LIMITED
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

For:	THE BAKGATLA BA KGAFELA TRIBE
Signature:	/s/ Molefe John Pilane
	who warrants that he / she is duly authorised thereto
Name:	MOLEFE JOHN PILANE
Date:	30/10/2012
Place:	SANDTON

21

Signed by the Parties and witnessed on the following dales and at the following places respectively:

For:	ORKID S.à r.l.
Signature:	/s/ illegible
	who warrants that he / she is duly authorised thereto
Name:	illegible
Date:	[ILLEGIBLE]
Place:	[ILLEGIBLE]

For:	PLATMIN LIMITED
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

For:	THE BAKGATLA BA KGAFELA TRIBE
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

22

For:	ITERELENG BAKGATLA MINERALS RESOURCES (PTY) LTD
Signature:	/s/ Molefe John Pilane
	who warrants that he / she is duly authorised thereto
Name:	MOLEFE JOHN PILANE
Date:	30/10/2012
Place:	SANDTON

For:	PALLINGHURST IVY LANE CAPITAL LIMITED
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

For:	BAKGATLA PALLINGHURST JV (PTY) LTD
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

For:	PALLINGHURST INVESTOR CONSORTIUM (PTY) LTD
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

23

For:	ITERELENG BAKGATLA MINERALS RESOURCES (PTY) LTD
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

For:	PALLINGHURST IVY LANE CAPITAL LIMITED
Signature:	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised thereto
Name:	ARNE H. FRANDSEN
Date:
Place:

For:	BAKGATLA PALLINGHURST JV (PTY) LTD
Signature:	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised thereto
Name:	ARNE H. FRANDSEN
Date:
Place:

For:	PALLINGHURST INVESTOR CONSORTIUM (PTY) LTD
Signature:	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised thereto
Name:	ARNE H. FRANDSEN
Date:
Place:

24

For:	CLIDET NO. 832 (PTY) LTD
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

For:	LEXSHELL 38 GENERAL TRADING (PTY) LTD
Signature:	/s/ Molefe John Pilane
	who warrants that he / she is duly authorised thereto
Name:	MOLEFE JOHN PILANE
Date:	30/10/2012
Place:	SANDTON

For:	PLATMIN SOUTH AFRICA (PTY) LTD
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

For:	NEWSHELF1101 (PTY) LTD
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

25

For:	CLIDET NO. 832 (PTY) LTD
Signature:	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised thereto
Name:	ARNE H. FRANDSEN
Date:
Place:
For:	LEXSHELL 38 GENERAL TRADING (PTY) LTD
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:
For:	PLATMIN SOUTH AFRICA (PTY) LTD
Signature:	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised thereto
Name:	ARNE H. FRANDSEN
Date:
Place:
For:	NEWSHELF1101 (PTY) LTD
Signature:	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised thereto
Name:	ARNE H. FRANDSEN
Date:
Place:

26

For:	PILANESBURG PLATINUM MINE (PTY) LTD
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:
For:	HODOS HOLDING LIMITED
Signature:	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised thereto
Name:	ARNE H. FRANDSEN
Date:
Place:
For:	WEST DUNES PROPERTIES 115 (PTY) LTD
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:
For:	PALLINGHURST (CAYMAN) GP L.P.
Signature:	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised thereto
Name:	ARNE H. FRANDSEN
Date:
Place:

27

For:	PILANESBURG PLATINUM MINE (PTY) LTD
Signature:	/s/ TG Dale
	who warrants that he / she is duly authorised thereto
Name:	TG DALE
Date:	30 OCTOBER 2012
Place:	CENTURION
For:	HODOS HOLDING LIMITED
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:
For:	WEST DUNES PROPERTIES 115 (PTY) LTD
Signature:	/s/ TG Dale
	who warrants that he / she is duly authorised thereto
Name:	TG DALE
Date:	30 OCTOBER 2012
Place:	CENTURION
For:	PALLINGHURST (CAYMAN) GP L.P.
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

28

For:	INVESTEC BANK LIMITED
Signature:	/s/ ILLEGIBLE
	who warrants that he / she is duly authorised thereto
Name:	ILLEGIBLE
Date:
Place:	ILLEGIBLE
For:	PALLINGHUIRST INVESTMENT CONSORTIUM II (LUX) S.à r.l.
Signature:	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised thereto
Name:	ARNE H. FRANDSEN
Date:
Place:
For:	PALLINGHURST INVESTOR CONSORTIUM (LUX) S.à r.l.
Signature:	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised thereto
Name:	ARNE H. FRANDSEN
Date:
Place:
For:	DUTCH INVESTMENTS (LUX) S.à r.l.
Signature:	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised thereto
Name:	ARNE H. FRANDSEN
Date:
Place:

TABLE OF CONTENTS

Clause number and description Page

1.   INTERPRETATION AND PRELIMINARY	4
2.   SUSPENSIVE CONDITION	8
3.   INDEMNITY	8
4.   WARRANTIES GENERAL	9
5.   CONFIDENTIALITY AND PUBLICITY	10
6.   ARBITRATION PROCEDURES	11
7.   GOVERNING LAW	12
8.   BREACH	13
9.   WHOLE AGREEMENT, NO AMENDMENT	13
10.   DOMICILIACITANDl ET EXECUTANDI	14
11.   COSTS	18
12.   SEVERABILITY	18
13.   STIPULATE ALTERI	18
14.   NO CESSION AND ASSIGNMENT	18
15.   EXECUTION IN COUNTERPARTS	18

INDEMNITY AGREEMENT

entered into between

THE BAKGATLA BAKGAFELA TRIBE

and

ORKID S.à.r.l.

(Registration No. B 167 777)

and

HODOS HOLDINGS LIMITED

(Registration No. 55562)

and

PLATMIN LIMITED

(Registration No. 54400)

and

PALLINGHURST IVY LANE CAPITAL LIMITED

(Registration No. 69215 C1/GBL)

and

ITERELENG BAKGATLA MINERALS RESOURCES (PTY) LTD

(Registration No. 2003/003721/07)

2

and

BAKGATLA PALLINGHURST JV (PTY) LTD

(Registration No. 2007/030554/07)

and

PALLINGHURST INVESTOR CONSORTIUM (PTY) LTD

(Registration No. 2007/030604/07)

and

CLIDET NO 832 (PTY) LTD

(Registration No. 2008/011497/07)

and

LEXSHELL 38 GENERAL TRADING (PTY) LTD

(Registration No. 2006/017942/07)

and

PLATMIN SOUTH AFRICA (PTY) LTD

(Registration No. 2000/002572/07)

and

NEWSHELF 1101 (PTY) LTD

(Registration No. 2010/018827/07)

and

PILANESBERG PLATINUM MINES (PTY) LTD

(Registration No. 2002/015572/07)

and

WEST DUNES PROPERTIES 115 (PTY) LTD

3

and

PALLINGHURST (CAYMAN) GP L.P.

and

INVESTEC BANK LIMITED

(Registration No. 1969/004763/06)

and

PALLINGHURST INVESTMENT CONSORTIUM II (LUX) S.à.r.l.

(Registration No. B152918)

and

PALLINGHURST INVESTOR CONSORTIUM (LUX) S.à.r.l.

(Registration No. B143734)

and

DUTCH INVESTMENTS (LUX) S.à.r.l.

(Registration No. B157475)

4

Table of Contents

Page

1.   INTERPRETATION AND PRELIMINARY	5
2.   SUSPENSIVE CONDITION	9
3.   INDEMNITY	9
4.   WARRANTIES GENERAL	10
5.   CONFIDENTIALITY AND PUBLICITY	11
6.   ARBITRATION PROCEDURES	12
7.   GOVERNING LAW	13
8.   BREACH	14
9.   WHOLE AGREEMENT, NO AMENDMENT	14
10.   DOMICILIA CITAND1 ET EXECUTANDI	15
11.   COSTS	19
12.   SEVERABILITY	19
13.   STIPULATE ALTERI	19
14.   NO CESSION AND ASSIGNMENT	19
15.   EXECUTION IN COUNTERPARTS	19

5

WHEREBY IT IS AGREED AS FOLLOWS:

1. INTERPRETATION AND PRELIMINARY

The headings of the clauses in this Agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of this Agreement nor any clause hereof. Unless a contrary intention clearly appears:

1.1 words importing:

1.1.1 any one gender include the other two genders;

1.1.2 the singular include the plural and vice versa; and

1.1.3 natural persons include created entities (corporate or unincorporate) and the state and vice versa;

1.2 the following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings, namely -

1.2.1 “Agreement” means this indemnity agreement;

1.2.2 “BBKT” means the Bakgatla Ba Kgafela Tribe, a universitas personarum being a traditional community and tribe established according to indigenous custom, with full contractual capacity;

1.2.3 “BPJV” means Bakgatla Pallinghurst JV (Pty) Ltd, Registration No. 2007/030554/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.4 “Business Day” means any day other than a Saturday, Sunday or public holiday in the Republic of South Africa and/or Mauritius and/or Guernsey and /or Luxembourg;

1.2.5 “Clidet” means Clidet No 832 (Pty) Ltd, Registration No. 2008/011497/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.6 “Companies Act” means the Companies Act, 2008;

1.2.7 “Effective Date” means the date upon which the Suspensive Condition is fulfilled, or waived, as the case may be;

1.2.8 “Guernsey SPV” means Hodos Holdings Limited, Registration No. 55562, a company duly incorporated in Guernsey;

6

1.2.9 “Holding Company” means holding company as defined in the Companies Act and references to a “Holding Company” shall not be limited to entities incorporated under the Companies Act and, in respect any company of which BBKT holds more than 50% (fifty percent) of the issued share capital, “Holding Company” means BBKT;

1.2.10 “IBMR” means Itereleng Bakgatla Minerals Resources (Pty) Ltd, Registration No. 2003/003721/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.11 “Ivy Lane” means Pallinghurst Ivy Lane Capital Limited, Registration No. 69215 C1/GBL, a private company limited by shares incorporated in the Republic of Mauritius;

1.2.12 “Lexshe” means Lexshell 38 General Trading (Pty) Ltd, Registration No. 2006/017942/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.13 “LLTI” means Newshelf 1101 (Pty) Ltd, Registration No. 2010/018827/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.14 “Loan Creation Consolidation Agreement” means the consolidation agreement entered into or to be entered into between Luxco, Guernsey SPV, Platmin, BBKT, IBMR, Ivy Lane, BPJV, PIC, Rustenburg Platinum Mines Limited, Clidet, Lexshell, Richtrau, Platmin SA, LLTI, PPM, West Dunes and Webber Wentzel;

1.2.15 “Luxco” means Orkid S.à r.l., Registration No. B 167 777, a limited liability private company duly incorporated in Luxembourg;

1.2.16 “Parties” means, collectively, Ivy Lane, Luxco, Guernsey SPV, Platmin, BBKT, IBMR, BPJV, PIC, Clidet, Lexshell, Platmin SA, LLTI, PPM, West Dunes, Pallinghurst (Cayman) GP LP., Investec Bank Limited, Pallinghurst Investment Consortium II (Lux) S.à.r.l., Pallinghurst Investor Consortium (Lux) S.à.r.l. and Dutch Investments (Lux) S.à.r.l., and references to a “Party” shall be to any of either of them individually, as the context may require;

1.2.17 “Party’s Group” means in relation to each Party:

1.2.17.1 any Subsidiary of that Party;

1.2.17.2 any Holding Company of that Party; and

7

1.2.17.3 any Subsidiary of that Party’s Holding Company;

1.2.18 “PIC” means Pallinghurst Investor Consortium (Pty) Ltd, Registration No. 2007/030604/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.19 “Piatmin” means Platmin Limited, Registration No. 64400, a limited liability company duly incorporated in Guernsey;

1.2.20 “Platmin SA” means Platmin South Africa (Pty) Ltd, Registration No. 2000/002572/07, a limited liability private company duly incorporated in the Republic of South Africa, formerly Boynton Investments (Pty) Ltd;

1.2.21 “PPM” means Pllanesberg Platinum Mines (Pty) Ltd, Registration No. 2002/015572/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.22 “Relationship Agreement” means the agreement entered into or to be entered into between Luxco, Guernsey SPV, Platmin, BBKT, IBMR, Ivy Lane, BPJV, PIC, Clidel, Lexshell, Platmin SA, LLTI, PPM, West Dunes, Pallinghurst (Cayman) GP L.P., Investec Bank Limited, Pallinghurst Investment Consortium II (Lux) S.à.r.l., Pallinghurst Investor Consortium (Lux) S.à.r.l. and Dutch Investments (Lux) S.à.r.l;

1.2.23 “Richtrau” means Richtrau No 123 (Pty) Ltd, Registration No. 2006/017346/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.24 “Signature Date” means the date of the signature of this Agreement by the last Party to do so;

1.2.25 “Subscription Agreement” shall bear the meaning ascribed to in the Loan Creation Consolidation Agreement;

1.2.26 “Subsidiary” means subsidiary as defined in the Companies Act and references to a “Subsidiary” shall not be limited to entitles incorporated under the Companies Act and in respect of any company of which BBKT holds more than 50% (fifty percent) of the issued share capital, “Subsidiary” means such company;

1.2.27 “Suspensive Condition” means the suspensive condition in clause 2.1;

1.2.28 “VAT” means value added tax as may be levied in terms of the VAT Act;

8

1.2.29 “VAT Act” means the Value-Added Tax Act, 1991;

1.2.30 “West Dunes” means West Dunes Properties 115 (Pty) Ltd (Registration No. 2004/010211/07), a limited liability private company duly incorporated in the Republic of South Africa; and

1.3 any reference to an enactment is to that enactment as at the Signature Date and as amended or re-enacted from time to time and includes any subordinate legislation made from time to time under such enactment;

1.4 if any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of the Agreement;

1.5 when any number of days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day is not a Business Day, in which case the last day shall be the next succeeding Business Day;

1.6 if any term is defined within the context of any particular clause. In this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that that term has not been defined in this interpretation clause;

1.7 capitalised words and/or terms used in this Agreement but not defined herein shall bear the meaning ascribed to them in the Relationship Agreement;

1.8 the expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this;

1.9 the rule of construction that a contract shall be interpreted against the Party responsible for the drafting or preparation of the contract, shall not apply;

1.10 any reference in this Agreement to a Party shall include a reference to that Party’s assigns expressly permitted under this Agreement and, if such Party is liquidated or sequestrated, be applicable also to and binding upon that Party’s liquidator or trustee, as the case may be;

1.11 any reference to an agreement includes a reference to that agreement and its annexures, as may be amended, supplemented, varied or novated from time to time;

9

1.12 the words “Include”, “including” and “in particular” shall be construed as being by way of example or emphasis only and shall not be construed, nor shall they take effect, as limiting the generality of any preceding word/s; and

1.13 the words “other” and “otherwise” shall not be construed eiusdem generis with any preceding words where a wider construction is possible.

2. SUSPENSIVE CONDITION

2.1 The whole of this Agreement, other than the provisions of clause 1, this clause 2, and clauses 5 to 15 (both inclusive), which shall be of Immediate force and effect on the Signature Date, is subject to the fulfilment of the suspensive condition, that by not later than 15 December 2013 the suspensive condition to the Relationship Agreement has been fulfilled.

2.2 Forthwith after the Signature Date, the Parties shall use their respective reasonable endeavours and co-operate in good faith to procure the fulfilment of the Suspensive Condition, to the extent that it is within their power to do so, as expeditiously as reasonably possible.

2.3 The Suspensive Condition has been inserted for the benefit of all Parties who will be entitled to waive fulfilment of same by written agreement prior to the expiry of the relevant time period set out in clause 2.1(or extended in accordance with clause 2.4).

2.4 Unless the Suspensive Condition has been fulfilled or waived by not later than the date contemplated in clause 2.1(or such later date or dates as may be agreed in writing between the Parties before the aforesaid date or dates), the provisions of this Agreement save for clause 1, this clause 2 and clauses 5 to 15 (both inclusive) which will remain of full force and effect, will never become of any force or effect and the status quo ante will be restored as near as may be possible and none of the Parties will have any claim against any other in terms hereof or arising from the failure of the Suspensive Condition, save for any claims arising from a breach of clause 2.2 and/or any prior breach of any of the provisions of this Agreement which became effective prior to the Effective Date.

3. INDEMNITY

3.1 If Ivy Lane, Pallinghurst Investment Consortium II (Lux) S.à.r.l., Pailinghurst Investor Consortium (Lux) S.à.r.l., Dutch Investments (Lux) S.à.r.l and/or any member of Ivy Lane’s Party’s Group which is a party to the Relationship Agreement or which becomes a party to the Relationship Agreement pursuant to clause 18 of the Relationship Agreement and/or Platmin and/or any member of Platmin’s Party’s Group which is a party to the Relationship

10

Agreement or which becomes a party to the Relationship Agreement pursuant to clause 18 of the Relationship Agreement (each an “Indemnified Party”):

3.1.1 pursues BBKT and/or any member of BBKT’s Party’s Group which is a partly to the Relationship Agreement or which becomes a party to the Relationship Agreement pursuant to clause 18 of the Relationship Agreement (“BBKT Breaching Party”) in respect of a breach of any provision/s (“Relevant Provision”) of the Relationship Agreement (“Breach”); and

3.1.2 the Indemnified Party has diligently exhausted all reasonable remedies available to it in law in pursuing the Breach; and

3.1.3 the Indemnified Party is unsuccessful in pursuing the Breach: (a) by virtue of the Relevant Provision/s being unenforceable against the BBKT Breaching Party solely because such Relevant Provision/s constitutes a breach of clause 26 of the Loan Creation Consolidation Agreement and/or [clause 24] of the Subscription Agreement; or (b), but would have been successful in pursuing the Breach had the Relevant Provision/s been included in the Loan Creation Consolidation Agreement or the Subscription Agreement,

then BBKT indemnifies and holds the Indemnified Party harmless against all direct damages it suffers as a result of the above, provided that: (a) the provisions of clauses 25.1.2, 25.1.3, 25.1.4 and 25.1.5.2 of the Relationship Agreement apply mutatis mutandis to this Agreement, save that the capped amount contemplated in clause 25.1.5.2 shall also include this Agreement; and (b) the principles contemplated in clauses 26.1, 26.2, 26.3. 26.4 and 26.5 of the Relationship Agreement shall apply mutatis mutandis to this Agreement.

3.2 To the extent that any Indemnified Party is not a Party, this clause 3 constitutes a stipuiatio alteri in favour of such Indemnified Party, which stipuiatio alteri such Indemnified Party may accept at any lime.

4. WARRANTIES GENERAL

4.1 No warranties or representations, express or implied or tacit, whether by law, contract or otherwise and whether it induced the contract or not, which are not set forth in this Agreement shall be binding on any Party, and the Parties hereby irrevocably waive any right (common law or otherwise) that they may have to rely thereon.

4.2 Each of the Parties hereby warrants to and in favour of the other Parties that:

4.2.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement;

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4.2.2 this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms; and

4.2.3 the execution of this Agreement and the performance of its obligations hereunder does not and shall not:

4.2.3.1 contravene any law or regulation to which it is subject;

4.2.3.2 contravene any provision of its constitutional documents; or

4.2.3.3 conflict with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it.

4.3 Each warranty and undertaking in this Agreement:

4.3.1 is a separate warranty and undertaking and will in no way be limited or restricted by reference to or inference from the terms of any other warranty or undertaking or by any other words in this Agreement;

4.3.2 shall continue and remain in force notwithstanding the completion of the transactions contemplated in this Agreement; and

4.3.3 be deemed to be material and to be a material representation inducing the recipient to enter into this Agreement.

4.4 It is recorded that the Parties have entered into this Agreement on the strength of the warranties and undertakings that they have received and on the basis that such warranties and undertakings will, unless otherwise specifically stated, be correct on the relevant date/s.

5. CONFIDENTIALITY AND PUBLICITY

5.1 Any information obtained by any Party in terms, or arising from the implementation of this Agreement shall be treated as confidential by that Party and shall not be used, divulged or permitted to be divulged to any person not being a Party, without the prior written consent of the other Party save that:

5.1.1 each Party shall be entitled to disclose such information to its employees, its directors, shareholders, professional advisors and funders who have a need to know and who have been directed by the disclosing Party to keep such information confidential and have undertaken to keep such information confidential;

12

5.1.2 each Party shall be entitled to disclose any information which is required to be furnished by law or regulation or by existing contract as at the Signature Date or by any stock exchange; and

5.1.3 no Party shall be precluded from using or divulging such information in order to pursue any legal remedy available to it.

5.2 In the event that a Party is required to disclose information as contemplated in clause 5.1.2, such Party will:

5.2.1 advise the other Party (the “Relevant Party”) in writing prior to disclosure, if possible;

5.2.2 take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can;

5.2.3 afford the Relevant Party a reasonable opportunity, If possible, to intervene in the proceedings;

5.2.4 comply with the Relevant Party’s reasonable requests as to the manner and terms of such disclosure; and

5.2.5 notify the Relevant Party of the recipient of, and the form and extent of, any such disclosure or announcement Immediately after it was made.

6. ARBITRATION PROCEDURES

6.1 Unless provided for to the contrary in this Agreement, a dispute which arises in regard to;

6.1.1 the interpretation of;

6.1.2 the carrying into effect of;

6.1.3 either of the Party’s rights and obligations arising from;

6.1.4 the termination or purported termination of or arising from the termination of; or

6.1.5 the rectification or proposed rectification of this Agreement, or out of or pursuant to this Agreement or on any matter which in terms of this Agreement requires agreement by the Parties, (other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction),

shall be submitted to and decided by arbitration.

6.2 That arbitration shall be held:

13

6.2.1 with only the Parties and their representatives present thereat; and

6.2.2 at Sandton, South Africa.

6.3 It is the intention that the arbitration shall, where possible, be held and concluded in 21 (twenty one) Business Days after it has been demanded.

6.4 Save as expressly provided in this Agreement to the contrary, the arbitration shall be subject to the arbitration legislation for the time being in force in South Africa.

6.5 There shall be 1 (one) arbitrator who shall be a practising senior counsel or, alternatively, a practising attorney of not less than 15 (fifteen) years’ experience as an attorney

6.6 The appointment of the arbitrator shall be agreed upon by the Parties in writing or, failing agreement by the Parties within 10 (ten) Business Days after the arbitration has been demanded, at the request of any of the Parties shall be nominated by the Chairman for the time being of the Arbitration Foundation of South Africa (or its successor body in title) (“AFSA”). If that person fails or refuses to make the nomination, any Party may approach the High Court of South Africa to make such an appointment. To the extent necessary, the court is expressly empowered to do so.

6.7 The Parties shall keep the evidence in the arbitration proceedings and any order made by any arbitrator confidential unless otherwise contemplated herein.

6.8 The arbitrator shall be obliged to give his award in writing fully supported by reasons.

6.9 The provisions of this clause are severable from the rest of this Agreement and shall remain in effect even if this Agreement is terminated for any reason.

6.10 The arbitrator shall have the power to give default judgment if any Party fails to make submissions on due date and/or fails to appear at the arbitration, which judgment the arbitrator shall be entitled to rescind on good cause shown in terms of the legal principles applicable to rescission of judgments.

7. GOVERNING LAW

7.1 This Agreement is governed by, and all disputes, claims, controversies, or disagreements of whatever nature arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, termination or enforceability shall be resolved in accordance with the laws of South Africa.

7.2 Notwithstanding anything to the contrary contained in clause 6, any Party shall be entitled to apply for any interdict (or any other matter that cannot be resolved pursuant to clause 6) to

14

be heard by any competent court having jurisdiction in any dispute arising from or in connection with this Agreement, and the Parties consent to same, save that if any Party is applying for urgent relief or claiming an order of specific performance against a BBKT Breaching Party then the Parties hereby consent and submit to the exclusive jurisdiction of the South Gauteng High Court of the Republic of South Africa in any dispute arising from or in connection with this Agreement provided that such court has jurisdiction to hear such matter.

8. BREACH

If any Party (the “Defaulting Party”) commits any breach of this Agreement and fails to remedy such breach within 10 (ten) Business Days, (the “Notice Period”) of written notice requiring the breach to be remedied, then the Party giving the notice (the  “Claiming Party”) will be entitled to claim immediate specific performance of all or any of the Defaulting Party’s obligations under this Agreement, with or without claiming damages, whether or not such obligation is falling due for performance and the Parties hereby agree that no Party shall be entitled to cancel this Agreement.

9. WHOLE AGREEMENT, NO AMENDMENT

9.1 This Agreement constitutes the whole agreement between the Parties relating to the subject matter hereof and supersedes any other discussions, agreements and/or understandings regarding the subject matter hereof.

9.2 No amendment or consensual cancellation of this Agreement or any provision or term hereof or of any agreement, bill of exchange or other document issued or executed pursuant to or in terms of this Agreement and no settlement of any disputes arising under this Agreement and no extension of time, waiver or relaxation or suspension of or agreement not to enforce or to suspend or postpone the enforcement of any of the provisions or terms of this Agreement or of any agreement, bill of exchange or other document issued pursuant to or in terms of this Agreement shall be binding unless recorded in a written document signed by the Parties (or in the case of an extension of time, waiver or relaxation or suspension, signed by the Party granting such extension, waiver or relaxation). Any such extension, waiver or relaxation or suspension which is so given or made shall be strictly construed as relating strictly to the matter in respect whereof it was made or given.

9.3 No oral pactum de non petendo shall be of any force or effect.

9.4 No extension of time or waiver or relaxation of any of the provisions or terms of this Agreement or any agreement, bill of exchange or other document issued or executed pursuant to or in terms of this Agreement, shall operate as an estoppel against any Party in respect of its rights under this Agreement, nor shall it operate so as to preclude such Party

15

(save as to any extension, waiver or relaxation actually given) thereafter from exercising its rights strictly in accordance with this Agreement.

9.5 To the extent permissible by law no Party shall be bound by any express or implied or tacit term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.

10. DOMICILIA CITAND1 ET EXECUTANDI

10.1 The Parties choose as their domicilia citandl et executandi for all purposes under this Agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature (including the exercise of any option), the following addresses:

10.1.1	Ivy Lane:
	Physical:	[***]
	Postal:	[***]
	Fax:	[***]
	For the attention of: [***]
10.1.2	Luxco:
	Physical:	[***]
	Postal:	[***]
	Fax:	[***]
	For the attention of: [***]
10.1.3	Platmin:
	Physical:	[***]
	Postal:	[***]
	Fax:	[***]
	For the attention of: [***]
10.1.4	BBKT, IBMR and Lexshell:

16

	Physical:	[***]
	Postal:	[***]
	Fax:	[***]
	For the attention of: [***]
	With a copy to:	The Bakgatla Ba Kgafela - Financial Services (Proprietary) Limited
	Physical:	[***]
	Postal:	[***]
	Fax:	[***]
	For the attention of: [***]
10.1.5	BPJV:
	Physical	[***]
	Postal:	[***]
	Fax:	[***]
	For the attention of: [***]
10.1.6	PIC:
	Physical	[***]
	Postal:	[***]
	Fax:	[***]
	For the attention of: [***]
10.1.7	Cidet:
	Physical	[***]
	Postal:	[***]
	Fax:	[***]
	For the attention of: [***]
10.1.8	Platmin SA:
	Physical:	[***]
	Postal:	[***]
	Fax:	[***]

17

	For the attention of: [***]
10.1.9	Guernsey SPV:
	Physical:	[***]
	Postal:	[***], [***]
	Fax:	[***]
	For the attention of: [***]
10.1.10	LLTI
	Physical:	[***]
	Postal:	[***]
	Fax:	[***]
	For the attention of: [***]
10.1.11	PPM:
	Physical:	[***]
	Postal:	[***]
	Fax:	[***]
	For the attention of: [***]
10.1.12	West Dunes:
	Physical:	[***]
	Postal:	[***]
	Fax:	[***]
	For the attention of: [***]
10.1.13	Pallinghurst Cayman:
	Physical:	[***]
	Postal:	[***]

18

	Fax:	[***]
	For the attention of: [***]
10.1.14	Investec:
	Physical:	[***]
	Postal:	[***]
	Fax:	[***]
	For the attention of: [***]
10.1.15	Pallinghurst Investment Consortium II (Lux) S.à r.l, Pallinghurst Investor Consortium (Lux) S.à r.l. and Dutch Investments (Lux) S.à.r.L:
	Physical:	[***]
	Postal:	[***]
	Fax:	[***]
	For the attention of: [***]

10.2 Any notice or communication required or permitted to be given in terms of this Agreement shall be valid and effective only if in writing but it shall be competent to give notice by fax.

10.3 Any Party may by notice to the other Parties change the physical address chosen as its domicilium citandi et executandi vis-a-vis that Party to another physical address in South Africa or its fax number, provided that the change shall become effective vis-a-vis that addressee on the 10^th (tenth) Business Day from the receipt of the notice by the addressee.

10.4 Any notice to a Party:

10.4.1 sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at an address chosen as its domicilium citandi et executandi to which post is delivered shall be deemed to have been received on the 7th (seventh) Business Day after posting (unless the contrary is proved);

19

10.4.2 delivered by hand to a responsible person during ordinary business hours at the physical address chosen as its domiciiium citandi et executandi shall be deemed to have been received on the day of delivery; or

10.4.3 sent by fax to its chosen fax number stipulated in clause 10.1, shall be deemed to have been received on the date of despatch (unless the contrary is proved).

10.5 Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicillum citandi et executandi.

11. COSTS

Each Party shall bear its own costs in relation to the negotiation, preparation and implementation of this Agreement.

12. SEVERABILITY

Any provision in this Agreement which is or may become illegal, invalid or unenforceable in any jurisdiction affected by this Agreement shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be treated pro non scripto and severed from the balance of this Agreement, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

13. STIPULATE ALTERI

No part of this Agreement shall constitute a stlpulatlo aiteri in favour of any person who is not a Party to the Agreement unless the provision in question expressly provides that it does constitute a stipulatlo aiteri.

14. NO CESSION AND ASSIGNMENT

Except as expressly provided in this Agreement, no Party shall be entitled to cede, assign, transfer or delegate all or any of its rights, obligations and/or interest in, under or in terms of this Agreement to any third party without the prior written consent of the other Parties (which consent shall not be unreasonably withheld).

15. EXECUTION IN COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement as at the date of signature of the Party that signs its counterpart last in time.

20

Signed by the Parties and witnessed on the following dates and at the following places respectively:

For: ORKID S.à.r.l.

Signature
	who warrants that he / she is duly authorised thereto

Name:

Date:

Place:

For: PLATMIN LIMITED

Signature
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

For: THE BAKGATLA BAKGAFELA TRIBE

Signature	/s/ Molefe John Pilane
	who warrants that he / she is duly authorised thereto
Name:	Molefe John Pilane
Date:	30/10/2012
Place:	Sandton

21

For: ORKID S.à.r.l.

Signature	/s/ [ILLEGIBLE]
	who warrants that he / she is duly authorised thereto

Name:	[ILLEGIBLE]
Date:	[ILLEGIBLE]
Place:	[ILLEGIBLE]

For: PLATMIN LIMITED

Signature
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

For: THE BAKGATLA BAKGAFELA TRIBE

Signature
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

22

For: ORKID S.à.r.l.

Signature
	who warrants that he / she is duly authorised thereto

Name:

Date:

Place:

For: PLATMIN LIMITED

Signature	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised thereto
Name:	Arne H. Frandsen
Date:
Place:

For: THE BAKGATLA BAKGAFELA TRIBE

Signature
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

23

For: ITERELENG BAKGATLA MINERALS RESOURCES (PTY) LTD

Signature	/s/ Molefe John Pilane
	who warrants that he / she is duly authorised thereto

Name:	Molefe John Pilane
Date:	30/10/2012
Place:	Sandton

For: PALLINGHURST IVY LANE CAPITAL LIMITED

Signature
	who warrants that he / she is duly authorised thereto

Name:

Date:

Place:

For: BAKGATLA PALLINGHURST JV (PTY) LTD

Signature
	who warrants that he / she is duly authorised therero

Name:

Date:

Place:

For: PALLINGHURST INVESTOR CONSORTIUM (PTY) LTD

Signature
	who warrants that he / she is duly authorised thereto

Name:

Date:

Place:

24

For: ITERELENG BAKGATLA MINERALS RESOURCES (PTY) LTD

Signature
	who warrants that he / she is duly authorised thereto

Name:

Date:

Place:

For: PALLINGHURST IVY LANE CAPITAL LIMITED

Signature	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised thereto

Name:	Arne H. Frandsen
Date:
Place:

For: BAKGATLA PALLINGHURST JV (PTY) LTD

Signature	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised thereto

Name:	Arne H. Frandsen
Date:
Place:

For: PALLINGHURST INVESTOR CONSORTIUM (PTY) LTD

Signature	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised thereto

Name:	Arne H. Frandsen
Date:
Place:

25

For: CLIDET NO. 832 (PTY) LTD

Signature
	who warrants that he / she is duly authorised thereto

Name:

Date:

Place:

For: LEXSHELL 38 GENERAL TRADING (PTY) LTD

Signature	/s/ Molefe John Pilane
	who warrants that he / she is duly authorised thereto

Name:	Molefe John Pilane
Date:	30/10/2012
Place:	Sandton

For: PLATMIN SOUTH AFRICA (PTY) LTD

Signature
	who warrants that he / she is duly authorised thereto

Name:

Date:

Place:

For: NEWSHELF 1101 (PTY) LTD

Signature
	who warrants that he / she is duly authorised thereto

Name:

Date:

Place:

26

For: CLIDET NO. 832 (PTY) LTD

Signature	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised thereto

Name:	Arne H. Frandsen
Date:
Place:

For: LEXSHELL 38 GENERAL TRADING (PTY) LTD

Signature
	who warrants that he / she is duly authorised thereto

Name:

Date:

Place:

For: PLATMIN SOUTH AFRICA (PTY) LTD

Signature	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised thereto

Name:	Arne H. Frandsen
Date:
Place:

For: NEWSHELF 1101 (PTY) LTD

Signature	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised thereto

Name:	Arne H. Frandsen
Date:
Place:

27

For: CLIDET NO. 832 (PTY) LTD

Signature
	who warrants that he / she is duly authorised thereto

Name:

Date:

Place:

For: LEXSHELL 38 GENERAL TRADING (PTY) LTD

Signature
	who warrants that he / she is duly authorised thereto

Name:

Date:

Place:

For: PLATMIN SOUTH AFRICA (PTY) LTD

Signature	/s/ TG Dale
	who warrants that he / she is duly authorised thereto

Name:	TG DALE
Date:	30 October 2012
Place:	Centurion

For: NEWSHELF 1101 (PTY) LTD

Signature
	who warrants that he / she is duly authorised thereto

Name:

Date:

Place:

INDEMNITY AGREEMENT Entered into between 
Execution Version

PALLINGHURST IVY LANE CAPITAL LIMITED

(Registration No. 69215 C1/GBL)

and

ORKID S.à r.l.

(Registration No. B 167 777)

and

HODOS HOLDINGS LIMITED

(Registration No. 55562)

and

PLATMIN LIMITED

(Registration No. 54400)

and

THE BAKGATLA BA KGAFELA TRIBE

and

ITERELENG BAKGATLA MINERALS RESOURCES (PTY) LTD

(Registration No. 2003/003721/07)

2

and

BAKGATLA PALLINGHURST JV (PTY) LTD

(Registration No. 20071030554107)

and

PALLINGHURST INVESTOR CONSORTIUM (PTY) LTD

(Registration No. 2007/030604/07)

and

CLIDET NO 832 (PTY) LTD

(Registration No. 2008/011497/07)

and

LEXSHELL 38 GENERAL TRADING (PTY) LTD

(Registration No. 2006/017942/07)

and

PLATMIN SOUTH AFRICA (PTY) LTD

(Registration No. 2000/002572/07)

and

NEWSHELF 1101 (PTY) LTD

(Registration No. 2010/018827/07)

and

PILANESBERG PLATINUM MINES (PTY) LTD

(Registration No. 2002/015572/07)

and

WEST DUNES PROPERTIES 115 (PTY) LTD

(Registration No. 2004/010211/07)

3

and

PALLINGHURST (CAYMAN) GP L.P.

and

INVESTEC BANK LIMITED

(Registration No. 1969/004763/06)

and

PALLINGHURST INVESTMENT CONSORTIUM II (LUX) S.à r.l.

(Registration No. B152918)

and

PALLINGHURST INVESTOR CONSORTIUM (LUX) S.à r.l.

(Registration No. B143734)

and

DUTCH INVESTMENTS (LUX) S.à r.l.

(Registration No. B157475)

4

WHEREBY IT IS AGREED AS FOLLOWS:

1. INTERPRETATION AND PRELIMINARY

The headings of the clauses in this Agreement are for the purpose of convenience and reference only and shall not be used in the Interpretation of nor modify nor amplify the terms of this Agreement nor any clause hereof. Unless a contrary intention clearly appears:

1.1 words importing:

1.1.1 any one gender Include the other two genders;

1.1.2 the singular include the plural and vice versa; and

1.1.3 natural persons include created entities (corporate or unincorporate) and the state and vice versa;

1.2 the following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings, namely -

1.2.1 “Agreement” means this Indemnity agreement;

1.2.2 “BBKT” means the Bakgatla Ba Kgafela Tribe, a universitas personarum being a traditional community and tribe established according to indigenous custom, with full contractual capacity;

1.2.3 “BPJV” means Bakgatla Pallinghurst JV (Pty) Ltd, Registration No. 2007/030554/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.4 “Business Day” means any day other than a Saturday, Sunday or public holiday in the Republic of South Africa and/or Mauritius and/or Guernsey and /or Luxembourg;

1.2.5 “Clidet” means Clidet No 832 (Pty) Ltd, Registration No. 2008/011497/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.6 “Companies Act” means the Companies Act, 2008;

1.2.7 “Effective Date” means the date upon which the Suspensive Condition is fulfilled, or waived, as the case may be;

1.2.8 “Guernsey SPV” means Hodos Holdings Limited, Registration No. 55562, a company duly incorporated in Guernsey;

5

1.2.9 “Holding Company” means holding company as defined in the Companies Act and references to a “Holding Company” shall not be limited to entities incorporated under the Companies Act and, in respect any company of which BBKT holds more than 50% (fifty percent) of the Issued share capital, “Holding Company” means BBKT;

1.2.10 “IBMR” means Itereleng Bakgatla Minerals Resources (Pty) Ltd, Registration No. 2003/003721/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.11 “Ivy Lane” means Pallinghurst Ivy Lane Capital Limited, Registration No. 69215 C1/GBL, a private company limited by shares Incorporated in the Republic of Mauritius;

1.2.12 “Lexshell” means Lexshell 38 General Trading (Pty) Ltd, Registration No. 2006/017942/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.13 “LLTI” means Newshelf 1101 (Pty) Ltd, Registration No. 2010/018827/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.14 “Loan Creation Consolidation Agreement” means the consolidation agreement entered into or to be entered Into between Luxco, Guernsey SPV, Platmin, BBKT, IBMR, Ivy Lane, BPJV, PIC, Rustenburg Platinum Mines Limited, Clidet, Lexshell, Richtrau, Platmin SA, LLTI, PPM, West Dunes and Webber Wentzel;

1.2.15 “Luxco” means Orkld S.à r.l., Registration No. B 167 777, a limited liability private company duly incorporated in Luxembourg;

1.2.16 “Parties” means, collectively, Ivy Lane, Luxco, Guernsey SPV, Platmin, BBKT, IBMR, BPJV, PIC, Clidet, Lexshell, Platmin SA, LLTI, PPM, West Dunes, Pallinghurst (Cayman) GP LP., Investec Bank Limited, Pallinghurst Investment Consortium II (Lux) S.à r.l., Pallinghurst Investor Consortium (Lux) S.à r.l., and Dutch Investments (Lux) S.à r.l., and references to a “Party” shall be to any of either of them individually, as the context may require;

1.2.17 “Party’s Group” means in relation to each Party:

1.2.17.1 any Subsidiary of that Party;

1.2.17.2 any Holding Company of that Party; and

6

1.2.17.3 any Subsidiary of that Party’s Holding Company;

1.2.18 “PIC” means Pallinghurst Investor Consortium (Pty) Ltd, Registration No. 2007/030604/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.19 “Platmin” means Platmin Limited, Registration No. 54400, a limited liability company duly incorporated in Guernsey;

1.2.20 “Platmin SA” means Platmin South Africa (Pty) Ltd, Registration No. 2000/002572/07, a limited liability private company duly incorporated in the Republic of South Africa, formerly Boynton Investments (Pty) Ltd;

1.2.21 “PPM” means Pilanesberg Platinum Mines (Pty) Ltd, Registration No. 2002/015572/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.22 “Relationship Agreement” means the agreement entered into or to be entered into between Luxco, Guernsey SPV, Platmin, BBKT, IBMR, Ivy Lane, BPJV, PIC, Clidet, Lexshell, Platmin SA, LLTI, PPM, West Dunes, Pallinghurst (Cayman) GP L.P., investec Bank Limited, Pallinghurst Investment Consortium II (Lux) S.à r.l., Pallinghurst Investor Consortium (Lux) S.à r.l. and Dutch Investments (Lux) S.à r.l.;

1.2.23 “Richtrau” means Richtrau No 123 (Pty) Ltd, Registration No. 2006/017346/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.24 “Signature Date” means the date of the signature of this Agreement by the last Party to do so;

1.2.25 “Subscription Agreement” shall bear the meaning ascribed to in the Loan Creation Consolidation Agreement;

1.2.26 “Subsidiary” means subsidiary as defined in the Companies Act and references to a “Subsidiary” shall not be limited to entities incorporated under the Companies Act and in respect of any company of which BBKT holds more than 50% (fifty percent) of the issued share capital, “Subsidiary” means such company;

1.2.27 “Suspensive Condition” means the suspensive condition in clause 2.1;

1.2.28 “VAT” means value added tax as may be levied in terms of the VAT Act;

7

1.2.29 “VAT Act” means the Value-Added Tax Act, 1991;

1.2.30 “West Dunes” means West Dunes Properties 115 (Pty) Ltd (Registration No. 2004/010211/07), a limited liability private company duly Incorporated in the Republic of South Africa; and

1.3 any reference to an enactment is to that enactment as at the Signature Date and as amended or re-enacted from time to time and Includes any subordinate legislation made from time to time under such enactment;

1.4 If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it Is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of the Agreement;

1.5 when any number of days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day is not a Business Day, in which case the last day shall be the next succeeding Business Day;

1.6 if any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that that term has not been defined in this Interpretation clause;

1.7 capitalised words and/or terms used in this Agreement but not defined herein shall bear the meaning ascribed to them in the Relationship Agreement;

1.8 the expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this;

1.9 the rule of construction that a contract shall be interpreted against the Party responsible for the drafting or preparation of the contract, shall not apply;

1.10 any reference in this Agreement to a Party shall include a reference to that Party’s assigns expressly permitted under this Agreement and, if such Party Is liquidated or sequestrated, be applicable also to and binding upon that Party’s liquidator or trustee, as the case may be;

1.11 any reference to an agreement includes a reference to that agreement and its annexures, as may be amended, supplemented, varied or novated from time to time;

8

1.12 the words “include”, “including” and “in particular” shall be construed as being by way of example or emphasis only and shall not be construed, nor shall they take effect, as limiting the generality of any preceding word/s; and

1.13 the words “other” and “otherwise” shall not be construed eiusdem generis with any preceding words where a wider construction is possible.

2. SUSPENSIVE CONDITION

2.1 The whole of this Agreement, other than the provisions of clause 1, this clause 2, and clauses 5 to 15 (both inclusive), which shall be of immediate force and effect on the Signature Date, is subject to the fulfilment of the suspensive condition, that by not later than 15 December 2013 the suspensive condition to the Relationship Agreement has been fulfilled.

2.2 Forthwith after the Signature Date, the Parties shall use their respective reasonable endeavours and co-operate in good faith to procure the fulfilment of the Suspensive Condition, to the extent that it is within their power to do so, as expeditiously as reasonably possible.

2.3 The Suspensive Condition has been Inserted for the benefit of all Parties who will be entitled to waive fulfilment of same by written agreement prior to the expiry of the relevant time period set out in clause 2.1 (or extended in accordance with clause 2.4).

2.4 Unless the Suspensive Condition has been fulfilled or waived by not later than the date contemplated in clause 2.1 (or such later date or dates as may be agreed in writing between the Parties before the aforesaid date or dales), the provisions of this Agreement save for clause 1, this clause 2 and clauses 5 to 15 (both inclusive) which will remain of full force and effect, will never become of any force or effect and the status quo ante will be restored as near as may be possible and none of the Parties will have any claim against any other in terms hereof or arising from the failure of the Suspensive Condition, save for any claims arising from a breach of clause 2.2 and/or any prior breach of any of the provisions of this Agreement which became effective prior to the Effective Date.

3. INDEMNITY

3.1 If BBKT and/or any member of BBKT’s Party’s Group which Is a party to the Relationship Agreement or which becomes a party to the Relationship Agreement pursuant to clause 18 of the Relationship Agreement and/or Platmin and/or any member of Platmin’s Party’s Group which is a party to the Relationship Agreement or which becomes a party to the Relationship Agreement pursuant to clause 18 of the Relationship Agreement (each an “Indemnified Party”):

9

3.1.1 pursues any of Ivy Lane, Pallinghurst Investor Consortium (Lux) S.à r.I., Pallinghurst Investment Consortium (Lux) S.à r.I., Dutch Investments (Lux) S.à r.l. and/or any members of these party’s Party’s Groups which become parties to the Relationship Agreement pursuant to clause 18 of the Relationship Agreement (“Pallinghurst Breaching Party”) in respect of a breach of any provision/s (“Relevant Provision”) of the Relationship Agreement (“Breach”); and

3.1.2 the Indemnified Party has diligently exhausted all reasonable remedies available to It in law in pursuing the Breach; and

3.1.3 the Indemnified Party is unsuccessful in pursuing the Breach: (a) by virtue of the Relevant Provision/s being unenforceable against the Pallinghurst Breaching Party solely because such Relevant Provision/s constitutes a breach of clause 26 of the Loan Creation Consolidation Agreement and/or clause 24 of the Subscription Agreement; or (b), but would have been successful in pursuing the Breach had the Relevant Provision/s been included in the Loan Creation Consolidation Agreement or the Subscription Agreement,

then Ivy Lane indemnifies and holds the Indemnified Party harmless against all direct damages it suffers as a result of the above, provided that: (a) the provisions of clauses 25.1.2, 25.1.3, 25.1.4 and 25.1.5.1 of the Relationship Agreement apply mutatis mutandis to this Agreement, save that the capped amount contemplated in clause 25.1.5.1 shall also include this Agreement; and (b) the principles contemplated in clauses 26.1, 26.2, 26.3. 26.4 and 26.5 of the Relationship Agreement shall apply mutatis mutandis to this Agreement.

3.2 To the extent that any Indemnified Party is not a Party, this clause 3 constitutes a stipulatio alteri in favour of such Indemnified Party, which stipulatio alteri such Indemnified Party may accept at any time.

4. WARRANTIES GENERAL

4.1 No warranties or representations, express or Implied or tacit, whether by law, contract or otherwise and whether It induced the contract or not, which are not set forth in this Agreement shall be binding on any Party, and the Parties hereby irrevocably waive any right (common law or otherwise) that they may have to rely thereon.

4.2 Each of the Parties hereby warrants to and in favour of the other Parties that:

4.2.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter Into this Agreement;

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4.2.2 this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with Its terms; and

4.2.3 the execution of this Agreement and the performance of its obligations hereunder does not and shall not:

4.2.3.1 contravene any law or regulation to which it is subject;

4.2.3.2 contravene any provision of its constitutional documents; or

4.2.3.3 conflict with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on It.

4.3 Each warranty and undertaking in this Agreement:

4.3.1 is a separate warranty and undertaking and will in no way be limited or restricted by reference to or inference from the terms of any other warranty or undertaking or by any other words in this Agreement;

4.3.2 shall continue and remain in force notwithstanding the completion of the transactions contemplated in this Agreement; and

4.3.3 be deemed to be material and to be a material representation inducing the recipient to enter into this Agreement.

4.4 It is recorded that the Parties have entered into this Agreement on the strength of the warranties and undertakings that they have received and on the basis that such warranties and undertakings will, unless otherwise specifically stated, be correct on the relevant date/s.

5. CONFIDENTIALITY AND PUBLICITY

5.1 Any Information obtained by any Party in terms, or arising from the Implementation of this Agreement shall be treated as confidential by that Party and shall not be used, divulged or permitted to be divulged to any person not being a Party, without the prior written consent of the other Party save that:

5.1.1 each Party shall be entitled to disclose such information to its employees, its directors, shareholders, professional advisors and funders who have a need to know and who have been directed by the disclosing Party to keep such information confidential and have undertaken to keep such information confidential;

11

5.1.2 each Party shall be entitled to disclose any information which is required to be furnished by law or regulation or by existing contract as at the Signature Date or by any stock exchange; and

5.1.3 no Party shall be precluded from using or divulging such information in order to pursue any legal remedy available to it.

5.2 In the event that a Party Is required to disclose information as contemplated in clause 5.1.2, such Party will:

5.2.1 advise the other Party (the “Relevant Party”) in writing prior to disclosure, if possible;

5.2.2 take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can;

5.2.3 afford the Relevant Party a reasonable opportunity, if possible, to intervene in the proceedings;

5.2.4 comply with the Relevant Party’s reasonable requests as to the manner and terms of such disclosure; and

5.2.5 notify the Relevant Party of the recipient of, and the form and extent of, any such disclosure or announcement Immediately after it was made.

6. ARBITRATION PROCEDURES

6.1 Unless provided for to the contrary in this Agreement, a dispute which arises in regard to:

6.1.1 the interpretation of;

6.1.2 the carrying into effect of;

6.1.3 either of the Party’s rights and obligations arising from;

6.1.4 the termination or purported termination of or arising from the termination of; or

6.1.5 the rectification or proposed rectification of this Agreement, or out of or pursuant to this Agreement or on any matter which in terms of this Agreement requires agreement by the Parties, (other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction),

shall be submitted to and decided by arbitration.

6.2 That arbitration shall be held:

12

6.2.1 with only the Parties and their representatives present thereat; and

6.2.2 at Sandton, South Africa.

6.3 It is the intention that the arbitration shall, where possible, be held and concluded in 21 (twenty one) Business Days after it has been demanded.

6.4 Save as expressly provided in this Agreement to the contrary, the arbitration shall be subject to the arbitration legislation for the time being in force in South Africa.

6.5 There shall be 1 (one) arbitrator who shall be a practising senior counsel or, alternatively, a practising attorney of not less than 15 (fifteen) years’ experience as an attorney.

6.6 The appointment of the arbitrator shall be agreed upon by the Parties in writing or, failing agreement by the Parties within 10 (ten) Business Days after the arbitration has been demanded, at the request of any of the Parties shall be nominated by the Chairman for the time being of the Arbitration Foundation of South Africa (or its successor body in title) (“AFSA”). If that person fails or refuses to make the nomination, any Party may approach the High Court of South Africa to make such an appointment. To the extent necessary, the court is expressly empowered to do so.

6.7 The Parties shall keep the evidence in the arbitration proceedings and any order made by any arbitrator confidential unless otherwise contemplated herein.

6.8 The arbitrator shall be obliged to give his award in writing fully supported by reasons.

6.9 The provisions of this clause are severable from the rest of this Agreement and shall remain in effect even if this Agreement is terminated for any reason.

6.10 The arbitrator shall have the power to give default judgment if any Party fails to make submissions on due date and/or fails to appear at the arbitration, which judgment the arbitrator shall be entitled to rescind on good cause shown in terms of the legal principles applicable to rescission of judgments.

7. GOVERNING LAW

7.1 This Agreement is governed by, and all disputes, claims, controversies, or disagreements of whatever nature arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, termination or enforceability shall be resolved in accordance with the laws of South Africa.

7.2 Notwithstanding anything to the contrary contained in clause 6, any Party shall be entitled to apply for any Interdict (or any other matter that cannot be resolved pursuant to clause 6) to

13

be heard by any competent court having jurisdiction in any dispute arising from or in connection with this Agreement, and the Parties consent to same, save that if BBKT is the Party applying for urgent relief or claiming an order of specific performance against a Pallinghurst Breaching Party, the Parties hereby consent and submit to the exclusive jurisdiction of the South Gauteng High Court of the Republic of South Africa in any dispute arising from or in connection with this Agreement.

8. BREACH

If any Party (the “Defaulting Party”) commits any breach of this Agreement and falls to remedy such breach within 10 (ten) Business Days, (the “Notice Period”) of written notice requiring the breach to be remedied, then the Party giving the notice (the “Claiming Party”) will be entitled to claim immediate specific performance of all or any of the Defaulting Party’s obligations under this Agreement, with or without claiming damages, whether or not such obligation Is falling due for performance and the Parties hereby agree that no Party shall be entitled to cancel this Agreement.

9. WHOLE AGREEMENT, NO AMENDMENT

9.1 This Agreement constitutes the whole agreement between the Parties relating to the subject matter hereof and supersedes any other discussions, agreements and/or understandings regarding the subject matter hereof.

9.2 No amendment or consensual cancellation of this Agreement or any provision or term hereof or of any agreement, bill of exchange or other document Issued or executed pursuant to or in terms of this Agreement and no settlement of any disputes arising under this Agreement and no extension of time, waiver or relaxation or suspension of or agreement not to enforce or to suspend or postpone the enforcement of any of the provisions or terms of this Agreement or of any agreement, bill of exchange or other document issued pursuant to or in terms of this Agreement shall be binding unless recorded in a written document signed by the Parties (or in the case of an extension of time, waiver or relaxation or suspension, signed by the Party granting such extension, waiver or relaxation). Any such extension, waiver or relaxation or suspension which is so given or made shall be strictly construed as relating strictly to the matter in respect whereof it was made or given.

9.3 No oral pactum de non petendo shall be of any force or effect.

9.4 No extension of time or waiver or relaxation of any of the provisions or terms of this Agreement or any agreement, bill of exchange or other document issued or executed pursuant to or in terms of this Agreement, shall operate as an estoppel against any Party in respect of its rights under this Agreement, nor shall It operate so as to preclude such Party (save as to any extension, waiver or relaxation actually given) thereafter from exercising its rights strictly in accordance with this Agreement.

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9.5 To the extent permissible by law no Party shall be bound by any express or implied or tacit term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.

10. DOMICILIA CITANDI ET EXECUTANDI

10.1 The Parties choose as their domicilia citandi et executandi for all purposes under this Agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature (including the exercise of any option), the following addresses:

10.1.1 Ivy Lane:

Physical: [***]

Postal: [***]

For the attention of: [***]

10.1.2 Luxco:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

10.1.3 Platmin:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

10.1.4 BBKT, IBMR and Lexshell:

Physical: [***]

15

Postal: [***]

Fax: [***]

For the attention of: [***]

With a copy to: The Bakgatla Ba Kgafela - Financial Services (Proprietary) Limited

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

10.1.5 BPJV:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

10.1.6 PIC:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

10.1.7 Clidet:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

10.1.8 Platmln SA:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

16

10.1.9 Guernsey SPV:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

10.1.10 LLTI:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

10.1.11 PPM:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

10.1.12 West Dunes:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

10.1.13 Pallinghurst Cayman:

Physical: [***]

Postal: [***]

Fax: [***]

17

For the attention of: [***]

10.1.14 Investec:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

10.1.15 Pallinghurst Investment Consortium II (Lux) S.à r.l., Pallinghurst Investor Consortium (Lux) S.à r.l. and Dutch Investments (Lux) S.à r.I.:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

10.2 Any notice or communication required or permitted to be given in terms of this Agreement shall be valid and effective only if in writing but It shall be competent to give notice by fax.

10.3 Any Party may by notice to the other Parties change the physical address chosen as its domicilium citandi et executandi vis-a-vis that Party to another physical address in South Africa or its fax number, provided that the change shall become effective vis-a-vis that addressee on the 10th (tenth) Business Day from the receipt of the notice by the addressee.

10.4 Any notice to a Party:

10.4.1 sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at an address chosen as its domicilium citandi et executandi to which post is delivered shall be deemed to have been received on the 7th (seventh) Business Day after posting (unless the contrary is proved);

10.4.2 delivered by hand to a responsible person during ordinary business hours at the physical address chosen as its domicilium citandi et executandi shall be deemed to have been received on the day of delivery; or

18

10.4.3 sent by fax to its chosen fax number stipulated in clause 10.1, shall be deemed to have been received on the date of despatch (unless the contrary is proved).

10.5 Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at Its chosen domicilium citandi et executandi.

11. COSTS

Each Party shall bear its own costs in relation to the negotiation, preparation and implementation of this Agreement.

12. SEVERABILITY

Any provision in this Agreement which is or may become illegal, invalid or unenforceable in any jurisdiction affected by this Agreement shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be treated pro non scripto and severed from the balance of this Agreement, without Invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other Jurisdiction.

13. STIPULATIO ALTERI

No part of this Agreement shall constitute a stipulatlo alteri in favour of any person who is not a Party to the Agreement unless the provision in question expressly provides that It does constitute a stipulatlo alteri.

14. NO CESSION AND ASSIGNMENT

Except as expressly provided in this Agreement, no Party shall be entitled to cede, assign, transfer or delegate all or any of Its rights, obligations and/or Interest in, under or in terms of this Agreement to any third party without the prior written consent of the other Parties (which consent shall not be unreasonably withheld).

15. EXECUTION IN COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement as at the date of signature of the Party that signs its counterpart last in time.

Signed by the Parties and witnessed on the following dates and at the following places respectively:

19

For:	ORKID S.à r.l.
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

For:	PLATMIN LIMITED
Signature:	/s/ Arne H. Frandsen
	who warrants that he / she is duly authorised thereto
Name:	ARNE H. FRANDSEN
Date:
Place:

For:	THE BAKGATLA BA KGAFELA TRIBE
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

For:	ITERELENG BAKGATLA MINERALS RESOURCES (PTY) LTD
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

20

For:	ORKID S.à r.l.
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

For:	PLATMIN LIMITED
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

For:	THE BAKGATLA BA KGAFELA TRIBE
Signature:	/s/ MOLEFE JOHN PILANE
	who warrants that he / she is duly authorised thereto
Name:	MOLEFE JOHN PILANE
Date:	30/10/2012
Place:	SANDTON

For:	ITERELENG BAKGATLA MINERALS RESOURCES (PTY) LTD
Signature:	/s/ MOLEFE JOHN PILANE
	who warrants that he / she is duly authorised thereto
Name:	MOLEFE JOHN PILANE
Date:	30/10/2012
Place:	SANDTON

21

For:	ORKID S.à r.l.
Signature:	/s/ [ILLEGIBLE]
	who warrants that he / she is duly authorised thereto
Name:	[ILLEGIBLE]
Date:	[ILLEGIBLE]
Place:	[ILLEGIBLE]

For:	PLATMIN LIMITED
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

For:	THE BAKGATLA BA KGAFELA TRIBE
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

For:	ITERELENG BAKGATLA MINERALS RESOURCES (PTY) LTD
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

22

For:	PALLINGHURST IVY LANE CAPITAL LIMITED
Signature:	/s/ ILLEGIBLE
	who warrants that he / she is duly authorised thereto
Name:	ILLEGIBLE
Date:
Place:

For:	BAKGATLA PALLINGHURST JV (PTY) LTD
Signature:	/s/ ILLEGIBLE
	who warrants that he / she is duly authorised thereto
Name:	ILLEGIBLE
Date:
Place:

For:	PALLINGHURST INVESTOR CONSORTIUM (PTY) LTD
Signature:	/s/ ILLEGIBLE
	who warrants that he / she is duly authorised thereto
Name:	ILLEGIBLE
Date:
Place:

For:	CLIDET NO. 832 (PTY) LTD
Signature:	/s/ ILLEGIBLE
	who warrants that he / she is duly authorised thereto
Name:	ILLEGIBLE
Date:
Place:

23

For:	LEXSHELL 38 GENERAL TRADING (PTY) LTD
Signature:	/s/ MOLEFE JOHN PILANE
	who warrants that he / she is duly authorised thereto
Name:	MOLEFE JOHN PILANE
Date:	30/10/2012
Place:	SANDTON

For:	PLATMIN SOUTH AFRICA (PTY) LTD
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

For:	NEWSHELF 1101 (PTY) LTD
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

For:	PILANESBURG PLATINUM MINE (PTY) LTD
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

24

For:	LEXSHELL 38 GENERAL TRADING (PTY) LTD
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

For:	PLATMIN SOUTH AFRICA (PTY) LTD
Signature:	/s/ ILLEGIBLE
	who warrants that he / she is duly authorised thereto
Name:	ILLEGIBLE
Date:
Place:

For:	NEWSHELF 1101 (PTY) LTD
Signature:	/s/ ILLEGIBLE
	who warrants that he / she is duly authorised thereto
Name:	ILLEGIBLE
Date:
Place:

For:	PILANESBURG PLATINUM MINE (PTY) LTD
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

25

For:	LEXSHELL 38 GENERAL TRADING (PTY) LTD
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

For:	PLATMIN SOUTH AFRICA (PTY) LTD
Signature:	/s/ TG DALE
	who warrants that he / she is duly authorised thereto
Name:	TG DALE
Date:	30 OCTOBER 2012
Place:	CENTURION

For:	NEWSHELF 1101 (PTY) LTD
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

For:	PILANESBURG PLATINUM MINE (PTY) LTD
Signature:	/s/ TG DALE
	who warrants that he / she is duly authorised thereto
Name:	TG DALE
Date:	30 OCTOBER 2012
Place:	CENTURION

26

For:	HODOS HOLDING LIMITED
Signature:	/s/ ILLEGIBLE
	who warrants that he / she is duly authorised thereto
Name:	ILLEGIBLE
Date:
Place:

For:	WEST DUNES PROPERTIES 115 (PTY) LTD
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

For:	PALLINGHURST (CAYMAN) GP L.P.
Signature:	/s/ ILLEGIBLE
	who warrants that he / she is duly authorised thereto
Name:	ILLEGIBLE
Date:
Place:

For:	INVESTEC BANK LIMITED
Signature:	/s/ ILLEGIBLE
	who warrants that he / she is duly authorised thereto
Name:	ILLEGIBLE
Date:
Place:	SANDTON

27

For:	HODOS HOLDING LIMITED
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

For:	WEST DUNES PROPERTIES 115 (PTY) LTD
Signature:	/s/ TG DALE
	who warrants that he / she is duly authorised thereto
Name:	TG DALE
Date:	30 OCTOBER 2012
Place:	CENTURION

For:	PALLINGHURST (CAYMAN) GP L.P.
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

For:	INVESTEC BANK LIMITED
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

28

For:	PALLINGHURST INVESTMENT CONSORTIU M II (LUX) S.à r.l.
Signature:	/s/ ILLEGIBLE
	who warrants that he / she is duly authorised thereto
Name:	ILLEGIBLE
Date:
Place:

For:	PALLINGHURST INVESTOR CONSORTIUM (LUX) S.à r.l.
Signature:	/s/ ILLEGIBLE
	who warrants that he / she is duly authorised thereto
Name:	ILLEGIBLE
Date:
Place:

For:	DUTCH INVESTMENTS (LUX) S.à r.l.
Signature:	/s/ ILLEGIBLE
	who warrants that he / she is duly authorised thereto
Name:	ILLEGIBLE
Date:
Place:

edward nathan sonnenbergs

johannesburg cape town durban stellenbosch

150 west street

sandown sandton johannesburg 2196

po box 783347 sandton south africa 2146

docex 152 randburg

tel +2711 269 7600 fax +2711 269 7899

info@ens.co.za www.ens.co.za

TABLE OF CONTENTS

Clause number and description Page

1.	INTERPRETATION AND PRELIMINARY	4
2.	SUSPENSIVE CONDITION	8
3.	INDEMNITY	8
4.	WARRANTIES GENERAL	9
5.	CONFIDENTIALITY AND PUBLICITY	10
6.	ARBITRATION PROCEDURES	11
7.	GOVERNING LAW	12
8.	BREACH	13
9.	WHOLE AGREEMENT, NO AMENDMENT	13
10.	DOMICILIA CITANDI ET EXECUTANDI	14
11.	COSTS	18
12.	SEVERABILITY	18
13.	STIPULATIO ALTERI	18
14.	NO CESSION AND ASSIGNMENT	18
15.	EXECUTION IN COUNTERPARTS	18

EX-10.8

Exhibit 10.8

EXECUTION VERSION

ROODERAND AGREEMENT

entered into between

PLATMIN LIMITED

(Registration No. 54400)

and

THE BAKGATLA BA KGAFELA TRIBE

Table of Contents

Page

1.     INTERPRETATION AND PRELIMINARY	2
2.     SUSPENSIVE CONDITION	12
3.     THE OFFER	12
4.     DETERMINATION OF THE MARKET VALUE AND THE LOAN AMOUNT	14
5.     IMPLEMENTATION / THIRD PARTY OFFERS FOR THE RPM EQUITY	15
6.     WARRANTIES GENERAL	23
7.     INTERIM PERIOD UNDERTAKINGS	24
8.     CLAUSE 9.1 OF THE ROODERAND LOAN AGREEMENT	26
9.     THE PLATMIN NOMINEE	26
10.   REGULATORY APPROVALS	27
11.   INFORMATION AND CORRESPONDENCE	27
12.   LIMITATION OF LIABILITY	27
13.   CONFIDENTIALITY AND PUBLICITY	29
14.   ARBITRATION PROCEDURES	30
15.   GOVERNING LAW	32
16.   CO-OPERATION AND GOOD FAITH	32
17.   BREACH AND INDIVISIBILITY	32
18.   WHOLE AGREEMENT, NO AMENDMENT	33
19.   DOMICILIA CITANDI ET EXECUTANDI	34
20.   COSTS	35
21.   SEVERABILITY	35
22.   STIPULATIO ALTERI	35
23.   NO CESSION AND ASSIGNMENT	35
24.   EXECUTION IN COUNTERPARTS	36
Annexure A     Map of Portion 2 of the Farm Rooderand 46	37

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PREAMBLE

Whereas

A.	All capitalised terms in this preamble shall have the meaning attributed thereto in clause 1 of the Agreement.
B.	The Offeror wishes to make the Offer to the Offeree.
C.	The Parties have set out the terms and conditions of this transaction in this Agreement.

WHEREBY IT IS AGREED AS FOLLOWS:

1. INTERPRETATION AND PRELIMINARY

The headings of the clauses in this Agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of this Agreement nor any clause hereof. Unless a contrary intention clearly appears:

1.1 words importing:

1.1.1 any one gender include the other two genders;

1.1.2 the singular include the plural and vice versa; and

1.1.3 natural persons include created entities (corporate or unincorporate) and the state and vice versa;

1.2 the following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings, namely -

1.2.1 “Acceptance Date” means the date upon which the Acceptance Notice is delivered to the Offeror;

1.2.2 “Acceptance Notice” means a written notice in terms of which the Offeree notifies the Offeror that it wishes to accept the Offer;

1.2.3 “Act” means the Companies Act, 2008;

1.2.4 “Agreement” means this agreement;

1.2.5 “Best Endeavours” means the application by a Party of all commercial efforts and resources within its power, in good faith, to achieve an outcome required in terms of this Agreement, provided that such Party shall not be required to be materially disadvantaged in such process;

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1.2.6 “BPJV” means Bakgatla Pailinghurst JV (Pty) Ltd, Registration No. 2007/030554/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.7 “BPJV Shareholders Agreement” means the shareholders agreement entered into between the Offeror, PIC, Pallinghurst Cayman and BPJV on or about 31 May 2008;

1.2.8 “Business Day” means any day other than a Saturday, Sunday or public holiday in the Republic of South Africa or Guernsey;

1.2.9 “Clidet” means Clidet No 832 (Pty) Ltd, Registration No. 2008/011497/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.10 “Company” means Lexshell 49 General Trading (Pty) Ltd, Registration No. 2006/028825/07, a limited liability private company duly incorporated in the Republic of South Africa, commonly known as Rooderand JVCo, the entire issued share capital of which is held in the following proportions:

1.2.10.1 as to 55% (fifty five percent) by the Offeror; and

1.2.10.2 as to 45% (forty five percent) by RPM;

1.2.11 “Consolidation Agreements” means collectively the:

1.2.11.1 loan creation consolidation agreement entered into between Luxco, Hodos Holdings Limited, Platmin, the Offeror, IBMR, Ivy Lane, BPJV, PIC, RPM, Clidet, Lexshell, Richtrau, Platmin SA, LLTI, PPM, West Dunes and Webber Wentzel;

1.2.11.2 the subscription consolidation agreement entered into between Luxco, Hodos Holdings Limited, Platmin, the Offeror, IBMR, Ivy Lane, BPJV, PIC, RPM, Clidet, Lexshell, Richtrau, Platmin SA, LLTI, PPM, West Dunes, Pallinghurst Cayman and Webber Wentzel;

1.2.11.3 the loan creation consolidation agreement entered into between Investec, Luxco, Hodos Holdings Limited, PIC, Platmin, Ivy Lane, PPM and Webber Wentzel; and

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1.2.11.4 the subscription consolidation agreement entered into between Investec, Luxco, Hodos Holdings Limited, Platmin and Webber Wentzel,

pursuant to which, inter alia, Platmin and/or its Subsidiaries shall acquire LLTI, Richtrau, IBMR and BPJV;

1.2.12 “Disclosure Period” means the period commencing on the 1^st (first) Business Day after the Transfer Date and terminating on the 30^th (thirtieth) Business Day after the Transfer Date;

1.2.13 “Distribution” means any “distribution” as defined in the Act, and includes any distribution to a holder of securities, including distributions by way of dividends (including dividends in specie), capital reduction, share repurchases, fees, interest payments, royalties, repayment of loan accounts and the like;

1.2.14 “Encumber” means any mortgage, pledge, lien, security, interest, rights, restrictions or conditions in favour of a third party and “Encumbrance” shall have a corresponding meaning;

1.2.15 “Expert Valuer” means:

1.2.15.1 in respect of the Market Value, SRK Consulting (South Africa) (Proprietary) Limited, registration number 1995/012890/07, a limited liability private company duly incorporated in the Republic of South Africa (“SRK Consulting”), or, if SRK Consulting does not accept the mandate within 45 (forty five) Business Days of the matter being referred to it, Venmyn Rand (Pty) Ltd (Registration No. 1988/004918/07) trading as “Venmyn” (“Venmyn”) or, if Venmyn does not accept the mandate within 45 (forty five) Business Days of the matter being referred to it, such independent mining engineer as may be agreed in writing between the Offeror and Offeree, or failing agreement within 10 (ten) Business Days from the date upon which Venmyn fails to accept the mandate, appointed (at the instance of either the Offeror and Offeree) by the South African Institute of Mining and Metallurgy, who shall act as an expert and not as an arbitrator; and

1.2.15.2 in respect of the Loan Amount, such independent and reputable firm of auditors as may be agreed between the Parties, or failing agreement within 10 (ten) Business Days from the date of a request

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by either of them for such agreement, appointed by the Executive President for the time being of the South African Institute of Chartered Accountants, If that person fails or refuses to make the aforesaid appointment, any Party may approach the High Court of South Africa to make such an appointment, To the extent necessary, the Parties agree that the High Court is expressly empowered to make such appointment;

1.2.16 “Fulfilment Date” means the date on which the Suspensive Condition is fulfilled, or waived, as the case may be;

1.2.17 “Holding Company” means holding company as defined in the Act and references to “Holding Company” shall not be limited to entities incorporated under the Act and, in respect of any company which the Offeror holds more than 50% (fifty percent) of the issued share capital, “Holding Company” means the Offeror;

1.2.18 “IBMR” means Itereleng Bakgatla Minerals Resources (Pty) Ltd, Registration No. 2003/003721/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.19 “IDC” means the Industrial and Development Corporation of South Africa Ltd, Registration No. 1940/014201/06, a registered development public finance institution established in terms of the Industrial Development Corporation Act, No 22 of 1940, as amended or replaced from time to time;

1.2.20 “IDC Subscription Agreement” means the agreement dated 7 March 2012 entered into between the IDC and the Offeree in terms of which, inter alia, the IDC subscribes for Platmin Shares constituting, once issued, 16.2% (sixteen point two percent) of the issued share capital of the Offeree, and the Offeree allots and issues the aforesaid Platmin Shares to the IDC;

1.2.21 “Implementation Date” means the 5^th (fifth) Business Day after:

1.2.21.1	the Offeree receives notice from RPM that it has accepted the offer by the Offeree to acquire the RPM Equity and all regulatory approvals (if any) which are required for the purchase by the Offeree of the Rooderand Interest and the RPM Equity have been obtained; or
1.2.21.2	the 120th (one hundred and twentieth) day after the Acceptance Date if RPM informs the Offeror that it wishes to acquire the

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Rooderand Interest as contemplated in clause 14.3 of the Rooderand Shareholders Agreement but is unable to obtain sufficient funding to enable it to do so within 120 (one hundred and twenty) days of the Acceptance Date and all regulatory approvals (if any) which are required for the purchase by the Offeree of the Rooderand Interest and the RPM Equity have been obtained;

1.2.22 “Investec” means Investec Bank Limited, Registration No. 1969/004763/06, a limited liability public company duly incorporated in the Republic of South Africa;

1.2.23 “Ivy Lane” means Pallinghurst Ivy Lane Capital Limited, Registration No. 6925 C1/GBL, a private company limited by shares incorporated in the Republic of Mauritius;

1.2.24 “Lexshell” means Lexshell 38 General Trading (Pty) Ltd, Registration No. 2006/017942/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.25 “LLTI” means Newshelf 1101 (Pty) Ltd, Registration No. 2010/018827/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.26 “Loan Amount” means the full capital amount and ail interest accrued thereon, in South African Rands, outstanding under the Rooderand Loan Agreement which the Offeree is obliged to repay to RPM as at the Offer Date, as agreed or determined, in accordance with clause 4;

1.2.27 “Luxco” means Orkid S.d r.l., Registration No. B 167 777, a limited liability private company duly incorporated in Luxembourg;

1.2.28 “Market Value” means the market value of the Rooderand Interest in South African Rands, as agreed or determined, in accordance with clause 4;

1.2.29 “MPRDA” means the Mineral and Petroleum Resources Development Act, 2002;

1.2.30 “Offer” means the offer made by the Offeror to the Offeree on the Offer Date, in accordance with clause 3.1.4;

1.2.31 “Offer Date” means the first Business Day after the Disclosure Period;

1.2.32 “Offer Period” shall bear the meaning ascribed thereto in clause 3.1.5 below;

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1.2.33 “Offer Price” means an amount sounding in South African Rands equal to the greater of:

1.2.33.1 the Market Value; and

1.2.33.2 the Loan Amount plus all interest accrued thereon between the Offer Date and the Implementation Date in terms of the Rooderand Loan Agreement;

1.2.34 “Offeree” means Platmin, or the Platmin Nominee if Platmin exercise its rights in terms of clause 9.1 and the Platmin Nominee timeously accepts the stipulatio alterias contemplated in 9.2;

1.2.35 “Offeror” means the Bakgatla Ba Kgafela Tribe, a universitas personam being a traditional community and tribe established according to indigenous custom, with full contractual capacity;

1.2.36 “Pallinghurst Cayman” means Pallinghurst (Cayman) GP L.P., a limited partnership duly established under the laws of the Cayman Islands;

1.2.37 “Panel” means the Takeover Regulation Panel established by section 196 of the Act;

1.2.38 “Parties” means, collectively, the Offeror and the Offeree, and references to a “Party” shall be to any of the Offeror or the Offeree individually, as the context may require;

1.2.39 “Party’s Group” means in relation to each Party:

1.2.39.1 any Subsidiary of that Party;

1.2.39.2 any Holding Company of that Party; and

1.2.39.3 any Subsidiary of that Party’s Holding Company;

1.2.40 “PGM” means any platinum group metal including platinum, rhodium, ruthenium, iridium and osmium and the metals and minerals having a mineralogical association therewith, including gold, copper, nickel and cobalt;

1.2.41 “PGM Prospecting Right” means the prospecting right in respect of Portion 2 of the Farm Rooderand 46 granted under the MPRDA, or any previous statute repealed or replaced by the MPRDA, and any mining right granted pursuant thereto;

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1.2.42 “PIC” means Pallinghurst Investor Consortium (Pty) Ltd, Registration No, 2007/030604/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.43 “Platmin” means Platmin Limited, Registration No. 54400, a limited liability company duly incorporated in Guernsey;

1.2.44 “Platmin Nominee” means the entity nominated by Platmin in accordance with clause 9 to accept the Offer;

1.2.45 “Platmin Shares” means ordinary shares of no par value in the share capital of the Offeree;

1.2.46 “Platmin SA” means Platmin South Africa (Pty) Ltd, Registration No. 2000/002572/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.47 “Portion 2 of the Farm Rooderand 46” means portion 2 of the farm Rooderand 46 situated in registration division J.Q., North West Province measuring 534,6002 (five hundred and thirty four comma six zero zero two) hectares in extent as depicted on the diagram attached hereto as Annexure A and demarcated by the “Rooderand Ptn 2 Boundary”;

1.2.48 “PPM” means Pilanesberg Platinum Mines (Pty) Ltd, Registration No. 2002/015572/07, a limited liability private company duly incorporated in the Republic of South Africa;

1.2.49 “Prospecting Right Documents” means documentation, including official legal and geological documentation, relating to the PGM Prospecting Right in respect of Portion 2 of the Farm Rooderand 46;

1.2.50 “Reasonable Enquiries” means that the Offeror has enquired from RPM, in writing, whether the relevant matter in question is the true state of affairs on at least 2 (two) separate occasions if RPM has not responded to the Offeree’s first enquiry by the 10^th (tenth) Business Day after the Offeree made its first enquiry provided that at least 10 (ten) Business Days have elapsed between the date upon which the Offeror sent the first enquiry and the date upon which the Offeror sends the second enquiry;

1.2.51 “Rlchtrau” means Richtrau No 123 (Pty) Ltd, Registration No 2006/017346/07, a limited liability private company duly incorporated in the Republic of South Africa;

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1.2.52 “Rooderand Agreements” means collectively the Rooderand Loan Agreement; the Rooderand Sale of Rights Agreement and the Rooderand Shareholders Agreement or separately and individually any of them as the context may require;

1.2.53 “Rooderand Interest” means 110 (one hundred and ten) ordinary shares with a par value of R1.00 (one South African Rand) each in the issued share capital of the Company, which shares comprise 55% (fifty five percent) of the entire issued share capital of the Company, held by the Offeror in the Company and all of the Offeror’s claims against the Company;

1.2.54 “Rooderand Loan Agreement” means the loan agreement entered into between RPM and the Offeror on 14 November 2006 pursuant to which, inter alia, RPM lent a capital amount of R45 000 000.00 (forty five million South African Rands) to the Offeror;

1.2.55 “Rooderand Sale of Rights Agreement” means the sale of rights agreement entered into between Offeror, RPM and the Company on 14 November 2006 pursuant to which, inter alia, RPM agreed to sell its rights to the PGM Prospecting Right to the Company in exchange for which the Company will allot and issue to RPM 90 (ninety) shares in its share capital;

1.2.56 “Rooderand Shareholders Agreement” means the shareholders agreement entered into between the Offeror, RPM and the Company on 14 November 2006;

1.2.57 “RPM” means Rustenburg Platinum Mines Limited, Registration Number 1931/003380/06, a wholly-owned subsidiary of Anglo Platinum Limited, a limited liability company incorporated in the Republic of South Africa;

1.2.58 “RPM Equity” means: (a) that number of shares held by RPM in the entire issued share capital of the Company and all of its claims on loan account against the Company; and/or (b) that number of shares held by RPM in the entire issued share capital of the Company and that portion of its ciaims on loan account against the Company which a third party has offered to acquire in the case of clause 5.2;

1.2.59 “RPM Period” means the period commencing on the Signature Date and ending upon the expiry of the Offer Period unless the Acceptance Notice is timeously dispatched by the Offeree in terms of clause 3.1.5 in which case the RPM Period shall end on:

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1.2.59.1 the date upon which the Offeree has agreed in writing with the Offeror and RPM to acquire the Rooderand Interest and the RPM Equity; or

1.2.59.2 the date upon which RPM acquires the Rooderand Interest from the Offeror pursuant to exercising its rights to do so in terms of clause 14.3 of the Rooderand Shareholders Agreement;

1.2.60 “Signature Date” means the date of the signature of this Agreement by the last Party to do so;

1.2.61 “Subsidiary” means subsidiary as defined in the Act and in respect of any company of which the Offeror holds more than 50% (fifty percent) of the issued share capital “Subsidiary” means such company;

1.2.62 “Suspensive Condition” means the suspensive condition referred to in clause 2.1;

1.2.63 “Transfer Date” means the date on which the Offeror becomes aware that the PGM Prospecting Right has been transferred from RPM to the Company; and

1.2.64 “West Dunes” means West Dunes Properties 115 (Pty) Ltd (Registration No. 2004/010211/07), a limited liability private company duly incorporated in the Republic of South Africa; and

1.3 if any provision in a definition is a substantive provision conferring rights or imposing obligations on either Party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of the Agreement;

1.4 when any number of days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day is not a Business Day, in which case the last day shall be the next succeeding Business Day;

1.5 if any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that that term has not been defined in this interpretation clause;

1.6 the expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or

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termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this;

1.7 the rule of construction that a contract shall be interpreted against the Party responsible for the drafting or preparation of the contract, shall not apply;

1.8 any reference in this Agreement to a Party shall include a reference to that Party’s assigns expressly permitted under this Agreement and, if such Party is liquidated or sequestrated, be applicable also to and binding upon that Party’s liquidator or trustee, as the case may be;

1.9 any reference to an agreement (including a reference to this Agreement) includes a reference to that agreement and its annexures, as may be amended, supplemented, varied or novated from time to time;

1.10 the words “Include”, “including” and “in particular” shall be construed as being by way of example or emphasis only and shall not be construed, nor shall they take effect, as limiting the generality of any preceding word/s;

1.11 the words “other” and “otherwise” shall not be construed eiusdem generis with any preceding words where a wider construction is possible; and

1.12 whenever an Expert Valuer is required to act “as an expert and not as an arbitrator” in terms of this Agreement, then -

1.12.1 the determination of the expert shall (in the absence of manifest error) be final and binding;

1.12.2 subject to any express provision to the contrary, the expert shall determine the liability for his or its charges, which shall be paid accordingly;

1.12.3 the expert shall be entitled to determine such methods and processes as he or it may, in his or its sole discretion, deem appropriate in the circumstances provided that the expert may not adopt any process which is manifestly biased, unfair, unreasonable or contrary to accepted market practice at the time;

1.12.4 the expert shall consult with the relevant Parties (provided that the extent of the expert’s consultation shall be in his or its sole discretion) prior to rendering a determination; and

1.12.5 having regard to the sensitivity of any confidential information, the expert shall be entitled to take advice from any person considered by him or it to have expert knowledge with reference to the matter in question,

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2. SUSPENSIVE CONDITION

2.1 The whole of this Agreement, other than the preamble and the provisions of clause 1, this clause 2, clause 5.2, clauses 6 to 24, which shall be of immediate force and effect on the Signature Date, is subject to the fulfilment of the following suspensive condition, that by no later than 15 December 2013, the BPJV Shareholders Agreement has been terminated in accordance with the Consolidation Agreements.

2.2 Forthwith after the Signature Date, the Parties shall use their respective reasonable endeavours and co-operate in good faith to procure the fulfilment of the Suspensive Condition, to the extent that it is within their power to do so, as expeditiously as reasonably possible.

2.3 The Suspensive Condition has been inserted for the benefit of both the Parties, who will be entitled to waive fulfilment of same by written agreement prior to the expiry of the relevant time period set out in clauses 2.1 (or such time period as extended in accordance with clause 2.4).

2.4 Unless the Suspensive Condition has been fulfilled or waived by not later than the relevant dates for fulfilment thereof set out in clause 2.1 (or such later date or dates as may be agreed in writing between the Parties before the aforesaid date or dates), the provisions of this Agreement, save for clause 1, this clause 2, clause 6 and clause 12 to 24, which will remain of full force and effect, will never become of any force or effect and the status quo ante will be restored as near as may be possible and neither of the Parties will have any claim against the other in terms hereof or arising from the failure of the Suspensive Condition, save for any claims arising from a breach of clause 2.2 and/or any prior breach of any of the provisions of this Agreement which became effective prior to the Fulfilment Date.

3. THE OFFER

3.1        Transfer of the PGM Prospecting Right and the Offer

3.1.1 On the Transfer Date the Offeror shall notify the Offeree in writing that the PGM Prospecting Right has been transferred from RPM to the Company. As soon as is reasonably practicable (but in any event not later than 10 (ten) Business Days after the Transfer Date) the Offeror shall be obliged to make Reasonable Enquiries as to the warranties contemplated in clause 5.1.5 (other than clauses 5.1.5.8 to 5.1.5.13 and clause 5.1.5.16) (the “Relevant Warranties”) and request RPM to respond to such Reasonable Enquiries as soon as Is reasonably practicable. In relation to the aforesaid Reasonable Enquiries, the Offeror shall be obliged to forward and disclose all evidence of (and

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communication and correspondence in relation to) its Reasonable Enquiries and RPM’s responses thereto as soon as is reasonably practicable after it has made such enquiries or received such responses (as the case may be).

3.1.2 The Offeror shall be obliged to disclose in writing to the Offeree all matters in respect of which the Offeror does not receive a positive response from RPM pursuant to the aforesaid Reasonable Enquiries on the basis that such disclosure shall be a disclosure against the Relevant Warranty in question of RPM’s response to the Reasonable Enquiries relating thereto.

3.1.3 If RPM does not respond to the Reasonable Enquiries relating to the Relevant Warranty in question then such Relevant Warranty shall cease to apply as a Relevant Warranty provided if RPM responds thereafter then such Relevant Warranty shall, subject to clause 3.1.2, apply as a Relevant Warranty as at the relevant date contemplated in clause 5.1.5.

3.1.4 On the Offer Date the Offeror hereby makes an offer to the Offeree for the Offeree to purchase the Rooderand Interest from the Offeror at the Offer Price.

3.1.5 Should the Offeree wish to accept the Offer, it must notify the Offeror thereof by providing the Acceptance Notice to the Offeror within 30 (thirty) Business Days after the date upon which the Market Value and the Loan Amount is agreed or determined (the “Offer Period”). Simultaneously with the delivery by it of the Acceptance Notice to the Offeror, the Offeree shall make an offer to RPM to acquire that portion of the RPM Equity not already acquired, or agreed to be acquired, by it pursuant to the provisions of clause 5.2 below (the “RPM Offer”) from RPM on materially similar terms and conditions to those contained so that equivalent economic benefits accrue to RPM. The Offeror shall provide the Offeree with all information and assistance reasonably required by the Offeree in order to enable it to deliver the aforesaid offer to RPM timeously, which assistance shall (for the avoidance of doubt) be given within a reasonable period after receipt of a written request from the Offeree during the Offer Period. The Offer shall lapse if the Offeree fails to accept the Offer within the Offer Period.

3.1.6 Save for any conditions relating to any regulatory approvals and unless provided otherwise in this Agreement:

3.1.6.1 the Offer accepted by the Offeree in terms of the Acceptance Notice shall be accepted on an unconditional and irrevocable basis; and

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3.1.6.2         the RPM Offer shall be made by the Offeree on an unconditional and irrevocable basis.

3.1.7 The Offeror and the Offeree shall forthwith after the delivery by the Offeree of the Acceptance Notice and the RPM Offer keep each other informed as soon as is reasonably practicable, and shall forward all evidence of (and communication and correspondence in relation to) the below to the other of them, as soon as it is reasonably able to determine whether RPM wishes to:

3.1.7.1 accept the offer from the Offeree to acquire the RPM Equity; or

3.1.7.2 exercise its rights to acquire the Rooderand Interest in accordance with the provisions of the Rooderand Shareholders Agreement.

3.1.8 Should the Offeree provide the Acceptance Notice timeously in the manner contemplated in 3.1.5, then subject to:

3.1.8.1 RPM agreeing to sell the RPM Equity to the Offeree pursuant to the Offeree’s offer therefor contemplated in clause 3.1.5; or

3.1.8.2 RPM electing, in terms of clause 14.3 of the Rooderand Shareholders Agreement, to acquire the Rooderand Interest but being unable to obtain sufficient funding to enable it to do so within 120 (one hundred and twenty) days of the Acceptance Date,

the Offeree shall acquire the Rooderand Interest and will (as contemplated in clause 14.3 of the Rooderand Shareholders Agreement) acquire the RPM Equity and the acquisition consideration payable by the Offeree to the Offeror shall be the Offer Price, which Offer Price shall be paid in accordance with clause 5.1.2.

4. DETERMINATION OF THE MARKET VALUE AND THE LOAN AMOUNT

4.1 In order to determine the Market Value and the Loan Amount the Offeror and the Offeree shall meet with one another by not later than 10 (ten) Business Days after the Offer Date to attempt to agree the Market Value and the Loan Amount in writing.

4.2 Should the Offeror and the Offeree: (a) fail to meet timeously in accordance with 4.1; or (b) meet timeously in accordance with 4.1 but fail to reach agreement on the Market Value and/or the Loan Amount within the time period prescribed in terms of clause 4.1, then, in the case of either (a) or (b) occurring, within 30 (thirty) Business Days after the Offer Date, the Market Value and/or the Loan Amount (as the case may be) shall be determined by the

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Expert Valuer. The Expert Valuer shall determine: (a) the Loan Amount with reference to the Rooderand Loan Agreement; and (b) the Market Value based on accepted market practices at the time and taking account of the terms and conditions contained in clause 5 and any disclosures against the Relevant Warranties pursuant to the provisions of clause 3.1.1. In so making such determination, the Expert Valuer shall:

4.2.1 act as experts and not arbitrators; and

4.2.2 have regard to the price a willing buyer would pay to a willing seller negotiating at arms’ length.

4.3 The Offeror and the Offeree shall use their Best Endeavours to ensure that the process/es contemplated in 4.1 and, if applicable, 4.2 are completed expediently and shall provide the Expert Valuer and the other of them with all information and documentation required by the Expert Valuer to in order to determine the Loan Amount and/or the Market Value (as the case may be) as soon as is reasonably possible after such matter has been referred to the Expert Valuer for determination.

5. IMPLEMENTATION / THIRD PARTY OFFERS FOR THE RPM EQUITY

5.1        Implementation Pursuant To Acceptance Of The Offer

5.1.1 On the Implementation Date, and against compliance by the Offeree with its obligation in clause 5.1.2:

5.1.1.1 the Offeror: (i) hereby sells to the Offeree (which hereby acquires from the Offeror) that portion of the Rooderand Interest comprising shares, and ownership and all risk thereof and all benefits attaching thereto hereby passes to the Offeree on the Implementation Date; and (ii) hereby unconditionally and irrevocably cedes and makes over to the Offeree all right, title and interest in and to that portion of the Rooderand Interest comprising shareholder claims on loan account, and ownership and all risk thereof and all benefits attaching thereto hereby passes to the Offeree and the Offeree hereby accepts such cession;

5.1.1.2 the Offeror shall deliver the written resignation of any directors (and their alternates, if applicable) appointed by the Offeror to the board of directors of the Company, together with written confirmation from each such director that he/she shall have no claim against the Company as a result of loss of office or termination of employment and that he/she has no outstanding claims against the Company,

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provided that this obligation shall only become enforceable should the Offeror receive written notice from the Offeree requesting the resignation of the relevant director/s (and their alternate/s, if applicable) by not later than the 2^nd (second) Business Day (the “Relevant Date”) after the occurrence of an event contemplated in clause 3.1.8.1 or 3.1.8.2 (as the case may be);

5.1.1.3 the Offeror shall deliver written confirmation that, to the best of its knowledge and belief, all material books, material records and all other material documentation of the Company previously held by the Offeror have been returned to the Company’s possession; and

5.1.1.4 the Offeror shall use its reasonable endeavours to procure that the Company delivers to the Offeree at 10 Fricker Road, lllovo Boulevard, lllovo, Johannesburg or such other place as may be nominated in writing by the Offeree prior to the Implementation Date (the “Closing Venue”) a copy of a resolution passed by the board of directors of the Company approving the transfer of that portion of the Rooderand Interest comprising shares from the Offeror to the Offeree, the cession of that portion of the Rooderand Interest comprising shareholder claims on loan account from the Offeror to the Offeree, the registration of the transfer of that portion of the Rooderand Interest comprising shares in the securities register of the Company and directing the company secretary of the Company to:

5.1.1.4.1 update the securities register of the Company to reflect the Offeree as the registered owner of that portion of the Rooderand Interest comprising shares; and

5.1.1.4.2 issue new share certificate/s to the Offeree reflecting the Offeree as the registered owner of that portion of the Rooderand Interest comprising shares.

5.1.2 On the Implementation Date, the Offeree shall make payment of the Offer Price to the Offeror by way of direct electronic funds transfer and free of any deduction, set-off or withholding into a bank account nominated in writing by the Offeror by no later than the Relevant Date.

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5.1.3 On the Implementation Date, against receipt by it of the Offer Price pursuant to the provisions of clause 5.1.2 above, the Offeror shall pay the Loan Amount (plus all interest accrued thereon between the Offer Date and the Implementation Date in terms of the Rooderand Loan Agreement) to RPM.

5.1.4 The Offeror shall do all things within its power to procure that RPM releases the original share certificates (the “Share Certificates”) in respect of that portion of the Rooderand Interest comprising shares to it on the Implementation Date against payment by it to RPM as contemplated in clause 5.1.3 above. If the Offeror is unable to procure the release by RPM of the Share Certificates to it on the Implementation Date then the Offeror shall do all things necessary to ensure that RPM releases the Share Certificates to it as soon as possible after the Implementation Date. Forthwith after the Offeror has received the Share Certificates from RPM, the Offeror shall deliver to the Offeree such Share Certificates together with the proper instruments of transfer for the transfer thereof blank as to transferee and duly signed by the Offeror.

5.1.5 The Offeror hereby gives the Offeree the following warranties as at Offer Date, the Implementation Date and all periods between those dates:

5.1.5.1 to the best of its knowledge and belief, after having made Reasonable Enquiries, the PGM Prospecting Right has been validly transferred from RPM to the Company;

5.1.5.2 to the best of its knowledge and belief, after having made Reasonable Enquiries, the Company is the holder of the PGM Prospecting Right and the owner of the Prospecting Right Documents;

5.1.5.3 to the best of its knowledge and belief, after having made Reasonable Enquiries, no person has any right whatsoever (whether pursuant to any option, right of first refusal or otherwise) to acquire the PGM Prospecting Right;

5.1.5.4 to the best of its knowledge and belief, after having made Reasonable Enquiries, the PGM Prospecting Right is valid and enforceable in accordance with its terms;

5.1.5.5 to the best of its knowledge and belief, after having made Reasonable Enquiries, the Offeror is not aware of any pending or threatened claims by third parties including any governmental

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authority for anything done or not done with respect to the PGM Prospecting Right;

5.1.5.6 to the best of its knowledge and belief, after having made Reasonable Enquiries, the PGM Prospecting Right is in good standing and the Offeror is not aware of any situation, event or circumstance which has or might effect the standing or registration of the PGM Prospecting Right;

5.1.5.7 to the best of its knowledge and belief, after having made Reasonable Enquiries, there are no environmental claims or any other claims of whatsoever nature outstanding or pending which may, in any way, affect the PGM Prospecting Right in its validity or in any other manner;

5.1.5.8 that portion of the Rooderand Interest comprising shares constitutes 55% (fifty five percent) of the entire issued share capital of the Company;

5.1.5.9 save as contemplated in this Agreement, no person has any right, including any option, right of first refusal or otherwise, to purchase (or otherwise acquire) all or part of the Rooderand Interest or subscribe for any shares in the unissued share capital of the Company;

5.1.5.10 save for that portion of the Rooderand Interest comprising shareholder claims on Ioan account against the Company, the Offeror has no claims of any nature whatsoever against the Company;

5.1.5.11 the Offeror is the registered and beneficial owner of that portion of the Rooderand Interest comprising shares;

5.1.5.12 no part of the Rooderand Interest is subject to any pledge or cession or other right of security or encumbrance in favour of any third party other than the pledge and cession in favour of RPM under the Rooderand Agreements;

5.1.5.13 the Offeror will be free to give free and unencumbered title to the Rooderand Interest to the Offeree;

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5.1.5.14 to the best of its knowledge and belief, after having made Reasonable Enquiries, the Offeror and RPM are collectively the beneficial and registered (insofar as shares are concerned) owners of the entire issued share capital of the Company and all of the shareholder claims on loan account against the Company;

5.1.5.15 to the best of its knowledge and belief, after having made Reasonable Enquiries, save for shareholder claims on Ioan account which are reasonably required in order for the PGM Prospecting Right to be validly transferred from RPM to the Company, the Company has no liabilities in excess of R100 000.00 (one hundred thousand South African Rands) and its only asset is the PGM Prospecting Right; and

5.1.5.16 to the extent that it is within its reasonable powers to do so, the Offeror shall ensure that all material books, material documents and material records of the Company are in the Company’s possession.

5.2        Third Party Offers For The RPM Equity

5.2.1 If, during the RPM Period, a third party makes an offer to acquire the RPM Equity (the “Third Party Offer”) then as soon as the Offeror is notified thereof by RPM the Offeror shall forthwith: (a) notify the Offeree thereof in writing (including the price offered for the RPM Equity and all other terms and conditions of such offer within its knowledge) (the date upon which the Offeree receives the aforesaid notice is hereinafter referred to as the “Notification Date”); and (b) forward ail evidence of (including all correspondence and communications in relation to) all matters contemplated in (a) to the Offeree as and when it receives same.

5.2.2 The Offeree shall be entitled (but not obliged) to, by not later than the expiry of the 20^th (twentieth) Business Day after the Notification Date to notify the Offeror in writing (the “Purchase Notice”) that it requires the Offeror to acquire the RPM Equity in terms of clause 14.3 of the Rooderand Shareholders Agreement (the Purchase Notice shall contain an original of either: (a) an irrevocable and unconditional guarantee issued by a South African registered bank in respect of the RPM Purchase Price (as defined below); or (b) confirmation from an escrow agent that cash amounting to the RPM Purchase Price (as defined below) is held by it in escrow and will be paid to RPM in accordance with the provisions of this clause 5.2), in which case:

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5.2.2.1 the Offeror shall be obliged to acquire the RPM Equity from RPM (and to notify RPM accordingly of its election to do so in terms of clause 14.3 of the Rooderand Shareholders Agreement);

5.2.2.2 the Offeree shall, on behalf of the Offeror, pay the purchase price payable by the Offeree to RPM for the RPM Equity as and when such amount is due, owing and payable (“RPM Purchase Price”). The aforesaid payment shall constitute a loan on arms-length terms from the Offeree to the Offeror which loan shall, subject to clause  5.2.2.3 be repaid in full by the Offeror in accordance with clause 5.2.2.3. Furthermore, when delivering the Purchase Notice, the Offeree shall provide satisfactory evidence to the Offeror of its ability to settle the RPM Purchase Price; and

5.2.2.3 immediately upon acquiring the RPM Equity from RPM the Offeror hereby sells and cedes to the Offeree, which hereby purchases, the RPM Equity at a purchase price which is equal to the RPM Purchase Price. The aforesaid sale shall be on a voetstoots basis save for the warranties given by the Offeror to the Offeree as contemplated in clause 5.2.2.4 below. The Offeree’s obligation to pay the purchase price for the RPM Equity contemplated in this clause to the Offeror shall be set-off against the Offeror’s obligation to repay the loan contemplated in clause 5.2.2.2 and the provisions of clause 5.1 shall apply mutatis mutandis to such sale and the implementation thereof save that:

5.2.2.3.1 references to the “Implementation Date” shall be deemed to be references to the earliest date upon which the sale by the Offeror of the RPM Equity to the Offeree can legally be implemented after the date upon which the Offeree makes payment to RPM in accordance with the provisions of clause 5.2.2.2;

5.2.2.3.2 references to the “Rooderand Interest” shall be deemed to be references to the RPM Equity; and

5.2.2.3.3 clauses 5.1.1.4, 5.1.2 and 5.1.5 shall not apply;

5.2.2.4 When the Offeror acquires the RPM Equity from RPM it shall do so on the basis that RPM gives it the same warranties in respect of the

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RPM Equity as those contained in the Third Party Offer (the “RPM Warranties”) and the Offeror shall provide the Offeree with all written agreements and communications between itself and RPM in relation to the RPM Equity. Furthermore, the Offeror hereby undertakes in favour of the Offeree to request that RPM agrees, as a term of the sale agreement pursuant to which the Offeror acquires the RPM Equity from RPM, that the for purposes of quantifying any damages suffered by the Offeror as a result of a breach of any of the RPM Warranties, such damages shall be the difference between the position had the relevant RPM Warranty been true and the actual position due to the fact that such RPM Warranty has been breached (the “Principle”). On the date upon which the sale of the RPM Equity from the Offeror to the Offeree is implemented the Offeror hereby gives the Offeree the same warranties in respect of the RPM Equity, mutatis mutandis, as the RPM Warranties. The Offeror and the Offeree record and agree that the RPM Warranties will only be pursued by the Offeror on the following basis:

5.2.2.4.1 the Offeror and/or Offeree (as the case may be) shall forthwith notify the other of them in writing of any breach or suspected breach by RPM of any of the RPM Warranties and shall provide the other of them with all evidence which it has available and/or can reasonably obtain in this regard;

5.2.2.4.2 any decision in regard to pursuing RPM for any breach of any of the RPM Warranties (including appealing any ruling in respect of any claim in relation thereto) shall be made by the Offeree unilaterally and the Offeree shall notify the Offeror thereof in writing, provided that:

(a) the Offeree shall not be entitled to require the Offeror to pursue RPM for frivolous claims that any of the RPM Warranties have been breached;

(b) if the Offeror pays the Offeree an amount equal to the aggregate of

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the amount which the Offeree requires the Offeror to pursue RPM for in relation to a breach of the RPM Warranties and the legal costs and fees incurred by the Offeree in relation thereto then the Offeror shall not be obliged to pursue RPM for the breach of the relevant RPM Warranties in question;

5.2.2.4.3 if, pursuant to the written notice contemplated in clause 5.2.2.4.2, the Offeree requires the Offeror to pursue a claim against RPM for a breach of any of the RPM Warranties then the Offeror shall do so on the same basis as it would act in circumstances where it was pursuing such claim for its own benefit and shall at all stages and in all respects act in the Offeree’s best interests (on the assumption that the provisions of clause 12 (and the limitations contained therein) do not exist) when pursuing such claim and shall deliver to the Offeree all correspondence, court documents communications and evidence in relation thereto, and where possible it shall deliver draft documentation to the Offeree prior to sending same to RPM, and the Offeree shall be entitled on reasonable notice to the Offeror to have calls with the Offeror when it deems fit in order to obtain an update on the progress of the claim unless the Offeree and/or the Offeror elects at any time, by written notice to the other of them, to have the Offeree pursue or replace the Offeror in pursuing the claim (which shall include an appeal) on the basis that the Offeree shall pursue such claim in the name of the Offeror (in which case the Offeror hereby authorises the Offeree to do so and to control the proceedings in regard thereto);

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5.2.2.4.4 the legal fees and costs required to pursue a breach of any of the RPM Warranties shall be borne by the Offeree; and

5.2.2.4.5 100% (one hundred percent) of any funds which are recovered from RPM pursuant to a claim made against it in respect of any claim relating to the RPM Warranties shall forthwith be paid to the Offeree on the basis that once such payment has been received by the Offeree then the Offeree shall not also be entitled to make a claim against the Offeror for a breach of that warranty in terms of this Agreement.

5.2.3 If the Offeree does not timeously deliver the Purchase Notice to the Offeror in terms of clause 5.2.2 then the Offeree shall have no right to acquire the RPM Equity pursuant to this Agreement.

5.2.4 If: (a) the Offeror timeously exercises its election in terms of clause 5.2.2 and does not for any reason whatsoever acquire the RPM Equity from RPM and the third party does not acquire the Rooderand Interest; or (b) the Third Party Offer fails, then in the case of (a) and/or (b), the Offeree shall be entitled to acquire the Rooderand Interest from the Offeror pursuant to the provisions of this Agreement.

5.2.5 If an Offer has been made in terms of clause 3 but the Offer Period has not expired when the Third Party Offer is made then the provisions of clause 3 (including all time periods prescribed thereunder) shall be suspended until such time as the provisions of this clause 5.2 have been implemented.

6. WARRANTIES GENERAL

6.1 No warranties or representations, express or implied or tacit, whether by law, contract or otherwise and whether it induced the contract or not, which are not set forth in this Agreement shall be binding on any Party, and the Parties hereby irrevocably waive any right (common law or otherwise) that they may have to rely thereon.

6.2 To the extent that shares are acquired pursuant to this Agreement, same are acquired voetstoots, subject to all latent and patent defects attaching thereto as at the relevant date.

6.3 Each of the Parties hereby warrant to and in favour of the other Parties that:

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6.3.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement;

6.3.2 this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms; and

6.3.3 the execution of this Agreement and the performance of its obligations hereunder does not and shall not:

6.3.3.1 contravene any law or regulation to which it is subject;

6.3.3.2 contravene any provision of its constitutional documents; or

6.3.3.3 conflict with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it.

6.4 Each warranty and undertaking in this Agreement:

6.4.1 is a separate warranty and undertaking and will In no way be limited or restricted by reference to or inference from the terms of any other warranty or undertaking or by any other words in this Agreement;

6.4.2 shall continue and remain in force notwithstanding the completion of the transactions contemplated in this Agreement; and

6.4.3 be deemed to be material and to be a material representation inducing the recipient to enter into this Agreement.

6.5 it is recorded that the Parties have entered into this Agreement on the strength of the warranties and undertakings that they have received and on the basis that such warranties and undertakings will, unless otherwise specifically stated, be correct on the relevant date/s.

7. INTERIM PERIOD UNDERTAKINGS

The Offeror undertakes and warrants to the Offeree that, with effect from the Signature Date until the date upon which clause 5 has been implemented in full in accordance with its terms:

7.1 the Offeror shall keep the Offeree informed of all matters of which the Offeror becomes aware relating to: the Rooderand Interest; the RPM Equity; the PGM Prospecting Right; any matters affecting the Company in relation to the aforegoing; and any matters affecting any rights of the Offeree contained in this Agreement;

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7.2 the Offeror shall as soon as is reasonably practicable after receipt by it of all correspondence, communications and evidence in respect of any of the matters contemplated in clause 7.1 deliver same to the Offeree;

7.3 the Offeror shall not make an offer to acquire the RPM Equity or any portion thereof;

7.4 the Offeror shall not directly or indirectly dispose of or in any manner whatsoever encumber the Rooderand Interest or any portion thereof nor shall it solicit or entice RPM or any other third party to make an offer to acquire the Rooderand Interest or the RPM Equity;

7.5 none of the Rooderand Agreements have been amended in any manner whatsoever which will have a material adverse impact on the Offeree after the date upon which such agreement was entered into and the Offeror shall not enter into an agreement to amend to any of the Rooderand Agreements in any manner whatsoever which will have a material adverse impact on the Offeree;

7.6 save for amendments which do not have a material adverse impact on the Offeree, the substance, form, terms and conditions of each of the Rooderand Agreements is precisely the same as the substance, form, terms and conditions of that agreement on the date upon which such agreement was entered into;

7.7 the Company shall not:

7.7.1 sell, lease, exchange, dispose of, Encumber or hypothecate in any manner whatsoever of any of the Company’s assets, otherwise than in the ordinary course of business described in clause 9 of the Rooderand Shareholders Agreement, provided that for purposes of this clause the disposal of the PGM Prospecting Right shall not be regarded as being in the ordinary course of business;

7.7.2 enter into any agreement, make any offer or grant any right capable of becoming an agreement to allot or issue any shares of the Company or issue any securities convertible into shares of the Company or issue any warrants or options with respect to shares of the Company, other than in terms of the Rooderand Shareholders Agreement;

7.7.3 take of any steps to wind-up or terminate the corporate existence of the Company or place it under judicial management (whether provisional or final) or enter into a compromise with creditors or a scheme of arrangement;

7.7.4 enter into a partnership or any arrangement for the sharing of profits, union of interests, joint venture or reciprocal concession with any person;

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7.7.5 enter into any amalgamation, merger or consolidation; and

7.7.6 incur any liabilities outside the ordinary course of business in excess of R5 000 000.00 (five million Rand) in aggregate.

8. CLAUSE 9.1 OF THE ROODERAND LOAN AGREEMENT

Should the Offeror receive a demand or notice (the “Dispute Notice”) from RPM which indicates that RPM wishes to exercise its rights in terms of clause 9.1 of the Rooderand Loan Agreement then the Offeror shall notify the Offeree thereof as soon as is reasonably practicable, and the Offeror and the Offeree shall in good faith attempt to agree an approach with regard to the Dispute Notice, the intention being that if in law, the Dispute Notice is likely to be invalid, then the Offeror and the Offeree shall attempt in good faith to deal with RPM in a manner that results in RPM not exercising its rights in terms of clause 9.1 of the Rooderand Loan Agreement.

9. THE PLATMIN NOMINEE

9.1 Platmin shall be entitled, in the Acceptance Notice to nominate the Platmin Nominee for purposes of acquiring the Rooderand Interest and/or the RPM Equity.

9.2 This clause 9 constitutes a stipulatio alteri in favour of any nominee contemplated in clause 9.1 which stipulatio alteri any such nominee shall be entitled to accept by accepting its appointment by written notification to the Offeror by no later than 10 (ten) Business Days after the Acceptance Date. A nominee shall by its acceptance of such nomination in writing, be deemed to be a Party as if it was a signatory hereto. Furthermore, the aforementioned notice must stipulate a domicilia citandi et executandi for the nominee.

9.3 A nominee contemplated in this clause must be a directly or indirectly wholly owned Subsidiary of Platmin.

9.4 Platmin hereby guarantees the obligations of the Platmin Nominee under this Agreement, and Platmin agrees that if the Platmin Nominee fails to pay or perform in full when due any of its obligations under this Agreement, the Offeree shall, upon written demand by the Offeror, immediately pay or perform the same to the extent that such performance or payment remains unperformed or unpaid by the Platmin Nominee when due under this Agreement, respectively, and that in the case of any extension of time for payment or performance or renewal of any of such obligations under this Agreement, the same shall be promptly paid or performed to the extent that such performance or payment remains unperformed or unpaid by the Platmin Nominee when due in accordance with the terms of such extension or renewal.

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10. REGULATORY APPROVALS

The implementation of the transaction contemplated in this Agreement shall, in all instances, be subject to the condition precedent that all approvals required by law or regulation to give effect thereto (including, without limitation, any approvals that may be required from: (a) the Competition Commission, the Competition Tribunal and/or the Competition Appeal Court (as the case may be) as contemplated in the Competition Act No. 89 of 1998; (b) the Panel; and/or (c) the Department of Mineral Resources), are obtained. The Parties shall use their Best Endeavours and undertake to do all things, perform ail such actions and take ali such steps and to procure the doing of ail such things, the performance of all such actions and the taking of all such steps as may be open to them and necessary for or incidental to expediting any regulatory approval process. To the extent that any time periods imposed in this Agreement for the completion of the transaction contemplated in this Agreement, are inappropriate having regard to the time period/s permitted by the relevant regulatory body to consider the matter, the time periods in question in this Agreement shall be extended sufficiently so as to enable the relevant Parties to have a reasonable opportunity to obtain the relevant approval/s.

11. INFORMATION AND CORRESPONDENCE

Notwithstanding anything to the contrary contained in this Agreement, where any Party (the “Disclosing Party”) is required under this Agreement to furnish the other Party with any evidence, information, correspondence or communication (the “Relevant Information”) which it is restrained from furnishing as a result of a bona fide confidentiality undertaking entered into between it and RPM, then the Disclosing Party’s obligation to furnish the Relevant Information to the other Party under this Agreement shall not be construed as requiring the Disclosing Party to do so, provided that the Disclosing Party has used its reasonable endeavours to procure that RPM consents to the Disclosing Party furnishing the Relevant Information to the other Party in terms of this Agreement.

12. LIMITATION OF LIABILITY

12.1 Notwithstanding the warranties given by the Offeror, no liability shall attach to the Offeror in relation to claims, losses or liabilities -

12.1.1 for any loss of profit or any other indirect, special or consequential loss;

12.1.2 which are less than R50 000.00 (fifty thousand South African Rand) individually, or R300 000.00 (three hundred thousand South African Rand) in aggregate, provided that when such aggregate or individual claims, losses or liabilities exceed the said amounts, the Offeror shall, subject to the provisions of clauses 

28 

12.1.3 to 12.1.6, be liable for the full amount of such claim/s and/or loss/es and/or liability/ies and not only for the amount in excess of the said amounts;

12.1.3 if the Offeree has not issued summons against the Offeror for recovery of such claims, losses or liabilities or made a demand for arbitration in regard thereto in terms of clause 14 by not later than the 2^nd (second) anniversary of the Implementation Date, provided that if the Offeree has, before such date, given written notice in respect of any claim which it may have to the Offeror and has within 180 (one hundred and eighty) days after such date issued summons or commenced arbitration proceedings for the recovery thereof, unless such claim, loss or liability is contingent in which event the Offeree must have given notice thereof to the Offeror prior to the Implementation Date and must have issued summons or commenced arbitration proceedings for the recovery thereof within 180 (one hundred and eighty) days after the Offeree has become aware that such claim, loss or liability has ceased to be contingent and has become actual, the Warranties and indemnities given in respect of such notified matter shall survive as long as may be necessary to permit the final resolution of such matter;

12.1.4 which, subject to clause 12.1.5 below, in aggregate exceed an amount equal to the Offer Price on the basis that the aggregate amount recoverable from the Offeror, inclusive of interest and costs, from whatever cause arising, shall be limited to the aforesaid amount;

12.1.5 if: (a) the warranty in question which has been breached is a warranty given by the Offeror to the Offeree in respect of the RPM Equity (the “RPM Equity Breach”); and (b) the Offeror has been unable to procure that the Principle is made a term of the sale agreement pursuant to which the Offeror acquires the RPM Equity from RPM, then the Offeror shall not be liable for claims, losses or liabilities in respect of the RPM Equity Breach which exceed the amount that the Offeror has recovered from RPM under the RPM Warranties. Furthermore, if the claims, losses or liabilities which the Offeree is entitled to recover from the Offeror pursuant to the RPM Equity Breach (the “Relevant Losses”) is finally determined before the claims, losses or liabilities which the Offeror is entitled to recover from RPM under the relevant RPM Warranties in question (the “RPM Losses”) is finally determined, then the Offeror shall only be obliged to settle the Relevant Losses once RPM has settled the RPM Losses; or

12.1.6 if the breach of the relevant warranty is within the actual knowledge of the Offeree, its directors or its officers, at the Signature Date, provided that

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knowledge of such breach by directors of the Offeree who are appointed to the board of directors of the Offeree by the Offeror shall not constitute actual knowledge for purposes of this clause;

12.2 The Offeree shall have no claim whatsoever against the Offeror in respect of any breach of any of the warranties contained in this Agreement if and to the extent that -

12.2.1 such breach or claim occurs as a result of any unforeseeable legislation not in force at the Signature Date which takes effect retrospectively;

12.2.2 such breach or claim would not have arisen but for any voluntary act or negligent omission on the part of the Offeree or any of its Party’s Group; or

12.2.3 such breach or claim arises as a result only of any unforeseeable changes after the Implementation Date in the accounting bases, policies or methods used by the Company to value any of its assets or to provide for any of its liabilities.

12.3. Nothing in this clause 12 shall in any way diminish the Offeree’s common law obligation to mitigate its loss.

13. CONFIDENTIALITY AND PUBLICITY

13.1 Any information obtained by either Party in terms, or arising from the implementation of this Agreement shall be treated as confidential by the Parties and shall not be used, divulged or permitted to be divulged to any person not being a party to this Agreement, without the prior written consent of the other Party, save that:

13.1.1 both Parties shall be entitled to disclose such information to any party to this Agreement or the Consolidation Agreements who has a need to know such information and who has been directed by the disclosing party to keep such information confidential and has undertaken to keep such information confidential;

13.1.2 both Parties shall be entitled to disclose such information to its employees, directors, shareholders, professional advisors and funders who have a need to know such information. Before revealing such information to any such persons, it undertakes to procure that the persons are aware of the confidential nature of the information being made available to them and undertake to keep such information confidential;

13.1.3 the Offeree and/or any of its Holding Companies and/or any of its Subsidiaries and/or its or their advisors shall be entitled to disclose such information to any

30 

other person who require such information for purposes of an initial public offering by Platmin of any shares in its capital, provided that before revealing such information to any such persons, the Offeree and/or any of its Holding Companies and/or any of its Subsidiaries and/or its or their advisors shall procure that such persons are aware of the confidential nature of the information being made available to them;

13.1.4 each Party shall be entitled to disclose any information which is required to be furnished by law or regulation or by existing contract as at the Signature Date or by any stock exchange; and

13.1.5 neither Party shall be precluded from using or divulging such information in order to pursue any legal remedy available to it.

13.2 In the event that either Party is required to disclose information as contemplated in clause 13.1.4, such Party will:

13.2.1 advise the Party in respect of whom such information relates (the “Relevant Party”) in writing prior to disclosure, if possible;

13.2.2 take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can;

13.2.3 afford the Relevant Party a reasonable opportunity, if possible, to intervene in the proceedings;

13.2.4 comply with the Relevant Party’s reasonable requests as to the manner and terms of such disclosure; and

13.2.5 notify the Relevant Party of the receipt of, and the form and extent of, any such disclosure or announcement immediately after it was made.

14. ARBITRATION PROCEDURES

14.1 Unless provided for to the contrary in this Agreement, a dispute which arises in regard to:

14.1.1 the interpretation of;

14.1.2 the carrying into effect of;

14.1.3 either of the Party’s rights and obligations arising from;

14.1.4 the termination or purported termination of or arising from the termination of; or

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14.1.5 the rectification or proposed rectification of,

this Agreement, or out of or pursuant to this Agreement or on any matter which in terms of this Agreement requires agreement by the Parties (other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction), shall be submitted to and decided by arbitration.

14.2 That arbitration shall be held:

14.2.1 with only the Parties and their representatives present thereat; and

14.2.2 at Sandton, South Africa.

14.3 It is the intention that the arbitration shall, where possible, be held and concluded in 21 (twenty one) Business Days after it has been demanded. The Parties shall use their Best Endeavours to procure the expeditious completion of the arbitration.

14.4 Save as expressly provided in this Agreement to the contrary, the arbitration shall be subject to the arbitration legislation for the time being in force in South Africa.

14.5 There shall be 1 (one) arbitrator who shall, if the question in issue is:

14.5.1 primarily an accounting matter, an independent chartered accountant with not less than 10 (ten) years’ experience as a chartered accountant;

14.5.2 primarily a legal matter, a practising senior counsel or, alternatively, a practising attorney of not less than 15 (fifteen) years’ experience as an attorney; or

14.5.3 any other matter, a suitably qualified person,

14.6 The appointment of the arbitrator shall be agreed upon by the Parties in writing or, failing agreement by the Parties within 10 (ten) Business Days after the arbitration has been demanded, at the request of any of the Parties, shall be nominated by the Chairman for the time being of the Arbitration Foundation of South Africa (or its successor body in title) (“AFSA”). If that person fails or refuses to make the nomination, either Party may approach the High Court of South Africa (“the Court”) to make such an appointment. To the extent necessary, the Parties agree that the Court is expressly empowered to make such appointment.

14.7 The Parlies shali keep the evidence in the arbitration proceedings and any order made by any arbitrator confidential unless otherwise contemplated herein.

14.8 The arbitrator shall be obliged to give his award in writing fully supported by reasons.

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14.9 The provisions of this clause are severable from the rest of this Agreement and shall remain in force even if this Agreement is terminated for any reason.

14.10 The arbitrator shall have the power to give default judgment if either Party fails to make submissions on due date and/or fails to appear at the arbitration, which judgment the arbitrator shall be entitled to rescind on good cause shown in terms of the legal principles applicable to rescission of judgments.

15. GOVERNING LAW

15.1 This Agreement shall in all respects (including its existence, validity, interpretation, implementation, termination and enforcement) be governed by the law of South Africa which is applicable to agreements executed and wholly performed within South Africa.

15.2 For purposes of applying for urgent relief, the Parties hereby consent and submit to the exclusive jurisdiction of the South Gauteng High Court of the Republic of South Africa in any dispute arising from or in connection with this Agreement.

16. CO-OPERATION AND GOOD FAITH

The Parties undertake at all times to do all such lawful and reasonable things, perform ail such lawful and reasonable actions and take all such lawful and reasonable steps and to procure the doing of all such lawful and reasonable things, the performance of all such lawful and reasonable actions and the taking of all such lawful and reasonable steps as may be open to them and necessary for or incidental to the putting into effect or maintenance of the terms, conditions and/or import of this Agreement.

17. BREACH AND INDIVISIBILITY

17.1 If either Party (the “Defaulting Party”) commits any breach of this Agreement and fails to remedy such breach within 10 (ten) Business Days (the “Notice Period”) of written notice requiring the breach to be remedied, then the Party giving the notice (the “Aggrieved Party”) will be entitled, at its option, to:

17.1.1 claim immediate specific performance of all or any of the Defaulting Party’s obligations under this Agreement, with or without claiming damages, whether or not such obligation is falling due for performance; or

17.1.2 cancel this Agreement with or without claiming damages and such cancellation shall take effect on the date on which the notice is given.

17.2 The Aggrieved Party’s remedies in terms of this clause 17 are without prejudice to any other remedies to which the Aggrieved Party may be entitled in law.

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17.3 Notwithstanding the aforegoing, after the Fulfilment Date, neither Party shall be entitled to cancel this Agreement, and the Aggrieved Party’s only remedies thereafter against the Defaulting Party will be to claim specific performance of all the Defaulting Party’s obligations, together with damages, if any.

18. WHOLE AGREEMENT, NO AMENDMENT

18.1 This Agreement constitutes the whole agreement between the Parties relating to the subject matter hereof and supersedes any other discussions, agreements and/or understandings regarding the subject matter hereof.

18.2 No amendment or consensual cancellation of this Agreement or any provision or term hereof or of any agreement, bill of exchange or other document issued or executed pursuant to or in terms of this Agreement and no settlement of any disputes arising under this Agreement and no extension of time, waiver or relaxation or suspension of or agreement not to enforce or to suspend or postpone the enforcement of any of the provisions or terms of this Agreement or of any agreement, bill of exchange or other document issued pursuant to or in terms of this Agreement shall be binding unless recorded in a written document signed by the Parties (or in the case of an extension of time, waiver or relaxation or suspension, signed by the Party granting such extension, waiver or relaxation). Any such extension, waiver or relaxation or suspension which is so given or made shall be strictly construed as relating strictly to the matter in respect whereof it was made or given.

18.3 No oral pactum de non petendo shall be of any force or effect.

18.4 No extension of time or waiver or relaxation of any of the provisions or terms of this Agreement or any agreement, bill of exchange or other document issued or executed pursuant to or in terms of this Agreement, shall operate as an estoppel against either Party in respect of its rights under this Agreement, nor shall it operate so as to preclude such Party (save as to any extension, waiver or relaxation actually given) thereafter from exercising its rights strictly in accordance with this Agreement.

18.5 To the extent permissible by law neither Party shall be bound by any express or implied or tacit term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.

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19. DOMICILIA CITANDI ET EXECUTANDI

19.1 The Parties choose as their domicilia citandi at executandi for all purposes under this Agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature (including the exercise of any option), the following addresses:

19.1.1 the Offeror:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

19.1.2 the Offeree:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

19.2 Any notice or communication required or permitted to be given in terms of this Agreement shall be valid and effective only if in writing but it shall be competent to give notice by fax.

19.3 Either Party may by notice to the other Party change the physical address chosen as its domicilium citandi et executandi vis-a-vis that Party to another physical address in South Africa or its fax number, provided that the change shall become effective vis-a-vis that addressee on the 10^th (tenth) Business Day from the receipt of the notice by the addressee.

19.4 Any notice to a Party:

19.4.1 sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at an address chosen as its domicilium citandi et executandiio which post is delivered shall be deemed to have been received on the 7^th (seventh) Business Day after posting (unless the contrary is proved);

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19.4.2 delivered by hand to a responsible person during ordinary business hours at the physical address chosen as its domicilium citandi et executandi shall be deemed to have been received on the day of delivery; or

19.4.3 sent by fax to its chosen fax number stipulated in clause 19.1, shall be deemed to have been received on the date of despatch (unless the contrary is proved).

19.5 Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi.

20. COSTS

Each Party shall bear its own costs in relation to the negotiation, preparation and implementation of this Agreement. To the extent that any securities transfer tax is payable in connection with this Agreement, same shall be settled by the acquirer of the relevant shares.

21. SEVERABILITY

Any provision in this Agreement which is or may become illegal, invalid or unenforceable in any jurisdiction affected by this Agreement shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be treated pro non scripto and severed from the balance of this Agreement, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

22. STIPULATIO ALTERI

No part of this Agreement shall constitute a stipulatio alteri in favour of any person who is not a Party to the Agreement unless the provision in question expressly provides that it does constitute a stipulatio alteri.

23. NO CESSION AND ASSIGNMENT

Except as expressly provided in this Agreement, neither Party shall be entitled to cede, assign, transfer or delegate all or any of its rights, obligations and/or interest in, under or in terms of this Agreement to any third party without the prior written consent of the other Party (which consent shall not be unreasonably withheld).

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24. EXECUTION IN COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement as at the date of signature of the Party that signs its counterpart last in time.

Signed by the Platmin and the Offeror on the following dates and at the following places respectively:

For:	PLATMIN LIMTED
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:
For:	THE BAKGATLA BA KGAFELA TRIBE
Signature:	/s/ Illegible
	who warrants that he / she is duly authorised thereto
Name:	Illegible
Date:	Illegible
Place:	Illegible

37 

Annexure A   Map of Portion 2 of the Farm Rooderand 46

EX-10.9

Exhibit 10.9

Certain information has been omitted from the exhibit because it is both (i) not material and (ii) of the type that the registrant customarily and actually treats as private or confidential. The omissions have been indicated by (“[***]”).

edward nathan sonnenbergs

johannesburg cape town durban stellenbosch

150 west street

sandown sandton johannesburg 2196

po box 783347 sandton south africa 2146

docex 152 randburg

tel +2711 269 7600 fax +2711 269 7899

info@problemsolved.co.za www.problemsolved.co.za

KELLTECH SHAREHOLDERS AGREEMENT EXECUTION VERSION

entered into between

LIFEZONE LIMITED

(Company No. 081243 C2/GBL)

and

ORKID S.à r.l.

(Registration No. B 167 777)

SEDIBELO PLATINUM MINES LIMITED
(Registration No. 54400)

and

LIFEZONE SA VENTURES LIMITED (to be renamed KellTech Limited or such other name as may be approved by the Registrar of Companies in Mauritius)
(Company No. 084564 C2/GBL)

and

KEITH [***] LIDDELL
([***])

dated: 16 April 2014

2

PREAMBLE 

A. All capitalised terms in this preamble shall have the meaning attributed thereto in clause 1 of this Agreement.

B. The Parties have entered into this Agreement for the purposes of, inter alia, (i) enabling the Shareholders to regulate their relationships as shareholders in the Company, and (ii) setting out certain arrangements and understandings with respect to the Company.

WHEREBY IT IS AGREED AS FOLLOWS:

1. INTERPRETATION AND PRELIMINARY

The headings of the clauses in this Agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of this Agreement nor any clause hereof. Unless a contrary intention clearly appears:

1.1 words importing:

1.1.1 any one gender include the other two genders;

1.1.2 the singular include the plural and vice versa; and

1.1.3 natural persons include created entities (corporate or unincorporate) and the state and vice versa;

1.2 the following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings, namely -

1.2.1 “Affiliate” means in relation to any Shareholder:

1.2.1.1 each Entity in which that Shareholder has a direct or indirect interest of at least [***]%;

1.2.1.2 each Entity which has a direct or indirect interest of at least [***]% in that Shareholder; and

1.2.1.3 each Entity in respect of which the Controller of such Shareholder has a direct or indirect interest of at least [***]%;

1.2.2 “Agreement” means this shareholders agreement, including the Schedules hereto;

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1.2.3 “Alternate Director” means an alternate director of the Board appointed and regulated in terms of clause 7.1;

1.2.4 “Applicable Law” means any statute, ordinance, judicial decision, executive order, regulation, common law, rule, or by-law of any jurisdictions that are applicable to the relevant Party;

1.2.5 “[***]” means [***], a limited liability company formerly incorporated in [***] under registered number [***] and of registered address at [***] but which migrated to [***] and now has exempt company number [***] and registered address at [***];

1.2.6 “[***] Agreement” means the written deed of assignment of intellectual property entered into between [***] and [***] on [***];

1.2.7 “[***] Royalty” means the royalty (being an amount of [***]) per troy ounce of platinum group elements contained in the feed material processed in any plant where the Intellectual Property (as defined in the [***] Agreement) or the Invention (as defined in the [***] Agreement) is operated, commissioned or installed by [***] or by any of his licensees or assignees. For purposes hereof platinum group elements include Pt, Pd, Rh, Ir, Ru, Os and Au and the determination of product of the weighted average of the platinum group element assays for the feed for any Quarter (as defined in the [***] Agreement) and the dry weight of feed material to the plant for any Quarter (as defined in the [***] Agreement)) payable by Lifezone to [***] in terms of the [***] Agreement, as amended by a deed of assignment dated [***] between [***], [***] and Lifezone under which Lifezone undertook to pay the [***] Royalty;

1.2.8 “Auditors” means the auditors of the Company from time to time, which shall at all times be limited to one of:

1.2.8.1 [***];

1.2.8.2 [***];

1.2.8.3 [***]; or

4

1.2.8.4 [***];

1.2.9 “Board” means the board of Directors of the Company from time to time;

1.2.10 “Business Day” means a day, other than a Saturday, Sunday, or public holiday in Guernsey, the Republic of South Africa or the Republic of Mauritius;

1.2.11 “Claims” means all amounts of any nature whatsoever owing by the Company to the Shareholders from time to time, whether by way of loan account or otherwise, whether in contract or in delict, actual or contingent, and includes any interest accrued thereon;

1.2.12 “Company” means Lifezone SA Ventures Limited, Company No. 084564 C2/GBL, a private company limited by shares, duly incorporated in Mauritius, to be renamed KellTech Limited or such other name as may be approved by the Registrar of Companies in Mauritius;

1.2.13 “Concentrate” means the product arising from the process of crushing, milling, flotation, or any other method of separation whereby material containing PGMs is separated from tailings and concentrated from the ore and waste rock;

1.2.14 “Constitution” means the constitution of the Company;

1.2.15 “Control” means in relation to an Entity the ability of a person (the “Controller”), directly or indirectly, to ensure that the activities and business of an Entity (the “Controlled Entity”) are conducted in accordance with the wishes of the Controller, and the Controller shall be deemed to so control the Controlled Entity if the Controller owns, directly or indirectly, the majority of the issued share capital, members interest or equivalent equity and/or holds, directly or indirectly, the majority of the voting rights in the Controlled Entity or the Controller has the right to receive the majority of the income of that Controlled Entity on any distribution by it of all of its income or the majority of its assets on a winding up and in respect of a Controlled Entity that is a trust, “Control” means the ability of the Controller to control the majority of the votes of the trustees or to appoint the majority of the trustees or to appoint or change the majority of the beneficiaries, or such trust operates primarily for the benefit of such person and “Controlling” and “Controlled” shall be construed accordingly;

1.2.16 “Controlling Shareholder” means in respect of an Entity which may be or become a Shareholder:

5

1.2.16.1 any holders, directly or indirectly, of any Controlling shares in such Entity as at the date on which that Entity acquires or is allotted Shares in the Company; or

1.2.16.2 if Control passes to any Entity after clause 17 has been triggered and the other Shareholders do not accept the forced offer in terms of clause 17, such new holder, directly or indirectly, who Controls such Entity; or

1.2.16.3 if Control passes to any Entity in circumstances where clause 17 is not available to be invoked by the other Shareholders, such new holder, directly or indirectly, who Controls such Entity;

1.2.17 “Deed of Adherence” means a deed substantially in the form set out in Schedule 1 pursuant to which a person agrees to become a Party to, and to be bound by the provisions of, this Agreement;

1.2.18 “Designated Mines” means all operating mines in which the SPM Group has a direct or indirect majority interest;

1.2.19 “Director” means a director of the Company;

1.2.20 “Directors Meetings” means meetings of the Directors, as regulated by clause 7.2;

1.2.21 “Disposer” shall have meaning set out in clause 16.2;

1.2.22 “Effective Date” means, subject to clause 29.2, 3 (three) Business Days after the fulfilment and/or waiver of the suspensive conditions in clause 2.1 (as the case may be);

1.2.23 “Encumbrance” means:

1.2.23.1 any mortgage, pledge, lien or cession conferring security, hypothecation, security interests, preferential right or trust arrangement or other arrangement securing any obligation of any person;

1.2.23.2 any arrangement under which money or claims to, or for the benefit of, a bank or other account may be applied, set off or made subject to a combination of accounts so as to effect discharge of any sum owed or payable to any person; or

6

1.2.23.3 any other type of preferential agreement or arrangement (including any title transfer and retention arrangement), the effect of which is the creation of security,

and “Encumber” shall bear a corresponding meaning as the context requires;

1.2.24 “Entity” means any association, business, close corporation, company, concern, enterprise, firm, fund, partnership, person, trust, undertaking, voluntary association or other similar entity whether corporate or unincorporate;

1.2.25 “Exchange Control Regulations” means the South African Exchange Control Regulations, 1961, as promulgated by Government Notice R.1111 of 1 December 1961 and amended up to Government Notice No. R. 445 in Government Gazette No. 35430 of 8 June 2012;

1.2.26 “Fair Market Value” means the fair market value of the Company as determined in accordance with clause 25;

1.2.27 “Financial Year” means the financial year of the Company commencing on 1 January and ending on 31 December each year;

1.2.28 “Financially and Technically Feasible and Sensible” means that in exercising good and sound commercial judgment in considering all of the factors relevant to the SPM Group (the “Relevant Factors”), it is a feasible and sensible decision for the SPM Group that the Relevant SPM Company have its Concentrate processed by KellPlant, such Relevant Factors including financial and technical factors relevant to a decision of this nature including (without limitation):

1.2.28.1 that the pilot work, technical studies and financial studies in respect of the processing of Concentrate by KellPlant currently in progress have been concluded and:

1.2.28.1.1 the results of such pilot work, technical studies and financial studies have been finalised, documented and provided to the Relevant SPM Company;

1.2.28.1.2 the engineering and process conditions achieved on the pilot work achieve the parameters and specifications reasonably required by the Relevant SPM Company for processing of its Concentrate and usual product specifications; and

7

1.2.28.1.3 the pilot work adequately addresses the usual risks associated with scale-up of production from the pilot work to full scale processing at KellPlant, as reasonably identified by the Relevant SPM Company; and

1.2.28.2 the difference between the cost to the Relevant SPM Company of transporting Concentrate to the KellPlant facilities as opposed to the cost to the Relevant SPM Company of transporting Concentrate to the third party processing facilities;

1.2.29 “FSC” means the Financial Services Commission of Mauritius;

1.2.30 “Group” means the Company and any Entity Controlled by the Company from time to time, including, at the date of this Agreement, KellPlant;

1.2.31 “IDC” means the Industrial Development Corporation of South Africa Limited, registration number 1940/014201/06, a public company duly incorporated in accordance with the laws of the Republic of South Africa;

1.2.32 “Independent Valuers” means the independent specialist intellectual property valuation group appointed pursuant to clause 25.4;

1.2.33 “Individuals” means, collectively or separately and individually (as the context may require), Liddell and [***] ([***]);

1.2.34 “Intellectual Property” means all intellectual property rights relating to Kelltechnology of whatsoever nature, whether registered or unregistered, owned, licensed to or controlled by Lifezone in the Licensed Territory at any time during the term of this Agreement, including, without limitation, the inventions, information and technologies that form the subject matter of the Patents and the Know-How, and all current and future improvements, variations and individual unit operations thereof, whether conceived of, developed and/or acquired by Lifezone and regardless of howsoever created;

1.2.35 “KellPlant” means Kell Technologies (Pty) Ltd, a company incorporated in the Republic of South Africa having registration number 2008/026628/07 (to be renamed KellPlant (Pty) Ltd or such other name as may be approved by the Companies and Intellectual Property Commission of South Africa) and registered address at DM Kisch House, Inanda Greens Business Park, 54 Wierda Road West, Wierda Valley, Sandton, South Africa;

8

1.2.36 “KellPlant Licence” means the licence agreement in the agreed form entered into between the Company and KellPlant on or before the Effective Date in terms of which, inter alia, the Company grants to KellPlant a non-exclusive licence to use the Intellectual Property in South Africa in any plant owned and/or operated by it;

1.2.37 “KellPlant Licence Conditions” means the suspensive conditions to the KellPlant Licence, namely:

1.2.37.1 that approval has been granted by the Reserve Bank as referenced in the Exchange Control Regulations for the terms of the KellPlant Licence and the payments to be made by KellPlant to KellTech thereunder; and

1.2.37.2 the Department of Trade and Industry of the Republic of South Africa grants approval for the payments to be made by KellPlant to KellTech under the KellPlant Licence against submission of an application under Form DTP001;

1.2.38 “KellTech Licence” means the licence agreement in the agreed form entered into between Lifezone, Liddell and the Company on or before the Effective Date in terms of which, inter alia, Lifezone grants the Company an exclusive licence to use the Intellectual Property in the Licensed Territory, and to sub-licence, on a non-exclusive basis, the Intellectual Property to other Entities in the Licensed Territory;

1.2.39 “Kelltechnology” means the hydrometallurgical process developed by Liddell for the extraction of PGMs that requires significantly less electrical energy than the current conventional matte smelting process;

1.2.40 “Know-How” means all confidential information of whatever nature relating to:

1.2.40.1 the inventions and technologies that form the subject matter of the Patents;

1.2.40.2 Kelltechnology which is under the possession and control of Lifezone; and

1.2.40.3 all other information generally relating to exploitation, implementation and/or use of the technologies referred to in 1.2.40.1 and 1.2.40.2 above including, without limiting the generality of the foregoing, technical information, manufacturing and processing techniques,

9

designs, specifications, formulae, systems, processes and information concerning materials;

1.2.41 “Libor” means the London interbank offered rate administered by the British Bankers Association (or any other person which takes over the administration of that rate) for three month US dollar deposits displayed on pages Libor01 or Libor02 of the Reuters screen (or any replacement Reuters page which displays that rate at 11am (London time) on the first Business Day of each calendar quarter;

1.2.42 “Licensed Territory” means Angola, Botswana, Democratic Republic of Congo, Lesotho, Malawi, Madagascar, Mozambique, Namibia, Swaziland, Tanzania, Zambia, Zimbabwe, South Africa and Seychelles;

1.2.43 “Liddell” means Keith [***] Liddell ([***]);

1.2.44 “Lifezone” means Lifezone Limited, Company No. 081243 C2/GBL, a private company limited by shares, duly incorporated in Mauritius;

1.2.45 “Lifezone Designated Account” means the bank account nominated by Lifezone, the details of which are set out below, or such other bank account as Lifezone may designate in writing on 5 (five) Business Days’ notice to the other Parties:

Beneficiary Bank [***]

Swift Code [***]

IBAN Number [***]

For further credit to [***]

1.2.46 “Lock-in Period” means the period commencing on the Effective Date and ending on the fifth anniversary of the Effective Date;

1.2.47 “New Investor” shall bear the meaning ascribed thereto in clause 3.4.2;

1.2.48 “Orkid” means Orkid S.à r.I., Registration No. B 167 777, a limited liability private company duly incorporated in Luxembourg;

1.2.49 “Orkid Loans” shall bear the meaning ascribed thereto in clause 5.5.2;

1.2.50 “Parties” means each party to this Agreement together with any person who adheres to this Agreement by entering into a Deed of Adherence, and references to a “Party” shall be to any of the aforegoing individually as the context may

10

require but in respect of SPM, SPM shall only be a “Party” for purposes of the Preamble and clauses 1, 2.2, 2.6, 2.8, 2.9, 2.10, 2.11, 2.12, 2.13, 2.14, 3.4.3, 10.2, 12, 15.5, 19, 20, 22 and clauses 27 to 40;

1.2.51 “Patents” means:

1.2.51.1 South African Patent 2000/6600; and

1.2.51.2 South African provisional patent application 2012/05222 and all patent applications and granted patents in the Licensed Territory claiming priority from the aforementioned provisional patent application;

1.2.52 “PGMs” means platinum, palladium, rhodium, ruthenium, iridium and osmium together with the associated metals of gold, silver, nickel, copper and cobalt;

1.2.53 “Proportionate Interest” means, in respect of a Shareholder, and as of any date, the ratio of the Shares held by such Shareholder to the aggregate of the Shares held collectively by all of the Shareholders on such date expressed as a decimal;

1.2.54 “Relevant SPM Company” shall bear the meaning ascribed thereto in clause 19.1.1;

1.2.55 “Reserve Bank” means the Financial Surveillance Department of the South African Reserve Bank;

1.2.56 “Respective Accounts” means:

1.2.56.1 in respect of the Company, its unaudited financial statements for: 1 July 2009 to 30 June 2010; 1 July 2010 to 31 December 2010; the period ended 31 December 2011; the period ended 31 December 2012; and the year ended 31 December 2013;

1.2.56.2 in respect of KellPlant, its financial statements for: 1 March 2010 to 28 February 2011; the year ended 29 February 2012; the year ended 28 February 2013; and the period ended 31 December 2013;

all of which are attached hereto as Schedule 2;

1.2.57 “Schedules” means the schedules to this Agreement;

1.2.58 “Service Agreement” means the service agreement in the agreed form to be entered into between Lifezone and the Company on or before the Effective Date in terms of which, inter alia, Lifezone agrees to provide to the Group technology

11

support services in relation to Kelltechnology, such services initially to be delivered by Liddell, [***] and [***];

1.2.59 “Shareholder” means each of Lifezone and Orkid and, if applicable, the New Investor and any other person or Entity that: (a) acquires Shares from the aforesaid Parties pursuant to the provisions of this Agreement; and (b) is issued Shares in the Share capital of the Company;

1.2.60 “Shareholder Group” means:

1.2.60.1 In relation to Orkid, the SPM Group;

1.2.60.2 In relation to Lifezone, Lifezone, any Entity Controlled by Lifezone, any Controller of Lifezone and any Entity Controlled by the Controller of Lifezone;

1.2.60.3 In relation to any other Shareholder, such Shareholder, any Entity Controlled by such Shareholder, any Controller of such Shareholder and any Entity Controlled by the Controller of such Shareholder;

1.2.61 “Shares” means the ordinary shares of USD1.00 (one US Dollar) each in the share capital of the Company;

1.2.62 “Signature Date” means the date of signature of this Agreement by the last of Lifezone, SPM, Orkid, Liddell and the Company to do so;

1.2.63 “SPM” means Sedibelo Platinum Mines Limited, a company incorporated in Guernsey having company number 54400 and its registered address at 11 New Street, St Peter Port, Guernsey, GY1 2PF;

1.2.64 “SPM Group” means SPM together with any Entity Controlled by SPM;

1.2.65 “Tax” or “Taxation” means:

1.2.65.1 levies payable to government authorities;

1.2.65.2 normal taxation;

1.2.65.3 capital gains tax;

1.2.65.4 value added tax or sales tax;

1.2.65.5 any tax relating to the registration of shares in the name of the registered owner thereof;

12

1.2.65.6 any taxation arising from new assessments of taxation and/or the reopening of any income tax assessments of the Company for any period prior to the Effective Date;

1.2.65.7 donations tax;

1.2.65.8 customs duty;

1.2.65.9 securities transfer tax;

1.2.65.10 all other forms of taxation, other than deferred tax benefits; or any penalties or interest on any of the aforegoing;

1.2.66 “Transaction Documents” means this Agreement, the KellTech Licence, the KellPlant Licence, the Service Agreement, and the Constitution;

1.2.67 “Transfer” shall have the meaning set out in clause 15;

1.2.68 “Transferee Affiliate” means in relation to any Shareholder each Entity in which that Shareholder has a direct or indirect interest of at least [***]% and/or each Entity which has a direct or indirect interest of at least [***]% in that Shareholder;

1.2.69 “USD”, “US$” or “US Dollars” means United States Dollars;

1.3 any reference to an enactment is to that enactment as at the Signature Date and as amended or re-enacted from time to time and includes any subordinate legislation made from time to time under such enactment. Any reference to a particular section in an enactment is to that section as at the Signature Date, and as amended or re-enacted from time to time and/or an equivalent measure in an enactment, provided that if as a result of such amendment or re-enactment, the specific requirements of a section referred to in this Agreement are changed, the relevant provision of this Agreement shall be read also as if it had been amended as necessary, without the necessity for an actual amendment;

1.4 if any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of the Agreement;

1.5 when any number of days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day is not a Business Day, in which case the last day shall be the next succeeding day which is a Business Day;

1.6 references to an “agreement’ or “document” shall be construed as a reference to such agreement or document as the same may have been amended, varied, supplemented or

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novated in writing at the relevant time in accordance with the requirements of such agreement or document and, if applicable, of this Agreement with respect to amendments, save that this clause shall not apply to: (a) the [***] Agreement and a reference to such agreement shall be a reference to that agreement as defined in clause 1.2.6; and (b) the deed of assignment dated [***] between [***], [***] and Lifezone under which Lifezone undertook to pay the [***] Royalty and a reference to such agreement shall be a reference to that agreement as contemplated in clause 1.2.7;

1.7 expressions defined in this Agreement shall bear the same meanings in Schedules to this Agreement which do not themselves contain their own conflicting definitions;

1.8 the use of any expression in this Agreement covering a process available under Mauritian law such as a winding up (without limitation eiusdem generis) shall, if any of the Parties is subject to the law of any other jurisdiction, be construed as including any equivalent or analogous proceedings under the law of such defined jurisdiction;

1.9 if any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that that term has not been defined in this interpretation clause;

1.10 the expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this;

1.11 the rule of construction that a contract shall be interpreted against the Party responsible for the drafting or preparation of the contract, shall not apply;

1.12 any reference in this Agreement to a Party shall include a reference to that Party’s assigns expressly permitted under this Agreement and, if such party is liquidated, sequestrated or placed under administration or other business rescue procedure, be applicable also to and binding upon that party’s liquidator, trustee, administrator or business rescue practitioner, as the case may be;

1.13 the index and the headings in this Agreement are inserted for convenience only and do not affect its interpretation;

1.14 any Schedule to this Agreement shall take effect as if set out in this Agreement and references to this Agreement shall include its Schedules;

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1.15 references to “clauses” and “Schedules” are references to the clauses and schedules of this Agreement;

1.16 the words “include”, “including” and “in particular” shall be construed as being by way of example or emphasis only and shall not be construed, nor shall they take effect, as limiting the generality of any preceding word/s;

1.17 the words “other” and “otherwise” shall not be construed eiusdem generis with any preceding words where a wider construction is possible; and

1.18 whenever the Independent Valuers or any other expert referred to in this Agreement are required to act “as an expert and not as an arbitrator” in terms of this Agreement, then —

1.18.1 the determination of the expert shall (in the absence of manifest error) be final and binding;

1.18.2 subject to any express provision to the contrary, the expert shall determine the party liable to pay his or its charges, which shall be paid accordingly;

1.18.3 the expert shall be entitled to determine such methods and processes as he or it may, in his or its sole discretion, deem appropriate in the circumstances provided that the expert may not adopt any process which is manifestly biased, unfair, unreasonable or contrary to accepted market practice at the time;

1.18.4 the expert shall consult with all relevant Parties (provided that the extent of the expert’s consultation shall be in his or its sole discretion) prior to rendering a determination; and

1.18.5 having regard to the sensitivity of any confidential information, the expert shall be entitled to take advice from any person considered by him or it to have expert knowledge with reference to the matter in question.

2. SUSPENSIVE CONDITION

2.1 The whole of this Agreement, other than this clause and the provisions of clause 1, 3.3.5 and clauses 27 (Representations and Warranties) to 40 (No Partnership / Joint Venture), which shall be of immediate force and effect on the Signature Date, is subject to the fulfilment of the following suspensive conditions, that, by no later than 31 December 2014:

2.1.1 the KellTech Licence has become unconditional;

2.1.2 the KellPlant Licence has become unconditional;

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2.1.3 the Service Agreement has become unconditional, and the Deeds of Undertaking (as defined in the Service Agreement) have been signed and delivered by each Lifezone Appointee (as defined in the Service Agreement).

2.2 Forthwith after the Signature Date, the Parties shall use their respective reasonable endeavours and co-operate in good faith to procure the fulfilment of the suspensive conditions, to the extent that it is within their power to do so, as expeditiously as reasonably possible.

2.3 The suspensive conditions in clauses 2.1.1 and 2.1.3 have been inserted for the benefit of all of the Parties who will together be entitled to waive fulfilment of same by written agreement prior to the expiry of the relevant date for fulfilment thereof set out in clause 2.1 (or extended in accordance with clause 2.9).

2.4 The suspensive condition in clauses 2.1.2 has been inserted for the benefit of Orkid who will be entitled to waive fulfilment of same by written notice to Lifezone prior to the expiry of the relevant date for fulfilment thereof set out in clause 2.1 (or extended in accordance with clause 2.9).

2.5 If all the suspensive conditions contained clauses 2.1.1, 2.1.2 and/or 2.1.3 have not been fulfilled or waived by the 30th day after the Signature Date (the “Target Date”) then the aggregate consideration payable by Orkid to Lifezone as contemplated in clause 3.3.2 shall bear interest at Libor plus 3%. Such interest will: (a) accrue daily from the first day after the Target Date until the date upon which the aggregate consideration payable by Orkid to Lifezone as contemplated in clause 3.3.2 has been discharged by Orkid; and (b) be calculated on the basis of a 360 (three hundred and sixty) day year for actual days elapsed.

2.6 The Parties hereby undertake to do all such things as may be necessary and required in order to procure that the Reserve Bank and/or the Department of Trade and Industry (the “Necessary Permissions”) approvals required to fulfil the KellPlant Licence Conditions are obtained as soon as is reasonably possible after the Signature Date. Should the Necessary Permissions not be timeously received in order to fulfil the KellPlant Licence Conditions then the Parties shall for a period of 24 (twenty four) months after the date upon which the Necessary Permissions are not granted (the “24 Month Period”) use their respective reasonable endeavours and act in good faith to restructure their affairs in such a manner that the Necessary Permissions are granted as soon as is reasonably possible within the 24 Month Period.

2.7 The Company and Lifezone hereby undertake in favour of one another and all of the other Parties to do all such things as may be necessary and required in order to procure that the Global Business License Category 2 issued by the FSC to the Company is replaced with a Global Business License Category 1 issued by the FSC to the Company and that the Company

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is issued with a valid tax residence certificate by the Mauritius Revenue Authority as soon as is reasonably possible after the Signature Date.

2.8 If any Party fails to comply with any of its obligations set out in clause 2.6, clause 2.7 and/or clause 2.11, then it hereby unconditionally and irrevocably authorises any other Party as its agent and proxy to (on its behalf) do all such things, propose and vote in favour of all such resolutions and sign all such documents as may be necessary to fulfil its obligations set out in clause 2.6, clause 2.7 and/or clause 2.11. Each Party undertakes to provide the other Parties with all information and documentation required by them in order to enable them to enforce their rights under this clause 2.8.

2.9 Unless all of the suspensive conditions have been fulfilled or waived by not later than the relevant date for fulfilment thereof set out in clause 2.1 (or such later date or dates as may be agreed in writing between the Parties before the aforesaid date or dates), the provisions of this Agreement, save for this clause and the provisions of clause 1 and clauses 27 (Representations and Warranties) to 40 (No Partnership / Joint Venture), which will remain of full force and effect, will never become of any force or effect and none of the Parties will have any claim against any other Party in terms hereof or arising from the failure of the suspensive conditions, save for any claims arising from a breach of clause 2.2, as well as any breach of any of the provisions of this Agreement which became effective on the Signature Date.

2.10 Forthwith after the Signature Date, the Parties shall use their respective reasonable endeavours and co-operate in good faith, to the extent that it is within their power to do so, and as expeditiously as reasonably possible, to procure that:

2.10.1 approval has been granted by the Reserve Bank as referenced in the Exchange Control Regulations for the terms of the KellPlant Licence and the payments to be made by KellPlant to the Company thereunder;

2.10.2 the Department of Trade and Industry of the Republic of South Africa grants approval for the payments to be made by KellPlant to the Company under the KellPlant Licence against submission of an application under Form DTP001.

2.11 Forthwith after the Signature Date, the Company, Lifezone and Liddell undertake in favour of one another and the other Parties to use their respective reasonable endeavours and co-operate in good faith, to the extent that it is within their power to do so, and as expeditiously as reasonably possible, to procure that the FSC grants its approval for Lifezone to: the enter into and give effect to the terms of the KellTech Licence; and to engage in the business activities contemplated under the KellTech Licence.

2.12 The Company, Liddell and Lifezone hereby (jointly and severally) undertake in favour of Orkid and SPM that during the period commencing on the Signature Date and ending on the

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“Effective Date” as defined in the KellTech Licence (unless it has obtained the prior written consent of Orkid and SPM to do otherwise, which consent Orkid and SPM shall not unreasonably withhold or delay) neither the Company nor Liddell nor Lifezone shall in any manner whatsoever: (a) agree to any addition, amendment and/or variation to the KellTech Licence; or (b) enter into any agreement which is in any manner whatsoever inconsistent with the provisions of the KellTech Licence.

2.13 The Company hereby undertakes in favour of Orkid and SPM that during the period commencing on the Signature Date and ending “Effective Date” as defined in the KellPlant Licence (unless it has obtained the prior written consent of Orkid and SPM to do otherwise, which consent Orkid and SPM shall not unreasonably withhold or delay) neither the Company nor KellPlant shall in any manner whatsoever: (a) agree to any addition, amendment and/or variation to the KellPlant Licence; or (b) enter into any agreement which is in any manner whatsoever inconsistent with the provisions of the KellPlant Licence.

2.14 The Company and Lifezone hereby (jointly and severally) undertake in favour of Orkid and SPM that during the period commencing on the Signature Date and ending on the “Effective Date” as defined in the Service Agreement (unless it has obtained the prior written consent of Orkid and SPM to do otherwise, which consent Orkid and SPM shall not unreasonably withhold or delay) neither the Company nor Lifezone shall in any manner whatsoever: (a) agree to any addition, amendment and/or variation to the Service Agreement; or (b) enter into any agreement which is in any manner whatsoever inconsistent with the provisions of the Service Agreement.

3. ESTABLISHMENT

3.1 Purposes and Powers

3.1.1 Subject to the terms of this Agreement and Applicable Law, the business and purpose of the Company shall include:

3.1.1.1 promoting, developing and implementing the use of Kelltechnology in the Licensed Territory;

3.1.1.2 holding all of the shares in KellPlant and procuring that KellPlant builds and operates one or more extraction facilities using Kelltechnology;

3.1.1.3 sub-licencing the Intellectual Property on a non-exclusive basis within the Licensed Territory to others who wish to build and operate extraction facilities using Kelltechnology;

3.1.1.4 dealing with all other matters contemplated in this Agreement; and

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3.1.1.5 matters ancillary to the above.

3.1.2 In connection with the aforegoing purposes, and subject to this Agreement and Applicable Law, the Company shall have the power to do anything and everything necessary or proper for the accomplishment of or in furtherance, of such purposes, and do any other act or thing incidental to or arising from or connected with any such purpose, including the following:

3.1.2.1 to open, maintain and close bank accounts and draw cheques and other orders for the payment of money;

3.1.2.2 to engage accountants, attorneys and any and all other agents and assistants, both professional and non-professional, and to compensate them for such services; and

3.1.2.3 to sue, prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgements in respect of claims against the Company, and to execute all documents and make all representations, admissions and waivers in connection therewith.

3.2 Formation

3.2.1 The Company is a private company limited by shares, incorporated pursuant to the laws of the Republic of Mauritius and is wholly owned by Lifezone.

3.2.2 Following the implementation of clause 2.7, the Company will hold:

3.2.2.1 a Global Business License Category 1 issued by the FSC, which is renewable annually; and

3.2.2.2 a valid tax residence certificate issued by the Mauritius Revenue Authority under the agreement between: (a) the Government of Mauritius and the Government of the Republic of South Africa; and (b) the Government of Mauritius and the Government of Luxembourg, and for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on income, which is renewable annually.

3.2.3 The Company has not traded since its incorporation and save as expressly contemplated herein will not trade prior to the Effective Date.

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3.2.4 The principal place of business of the Company shall be the registered office of the Company, as set out in clause 3.2.3 or at such other place in Mauritius as the Board may from time to time determine.

3.2.5 The registered office of the Company shall be at 4th Floor, Ebene Skies, rue de I‘Institute, Ebene, Republic of Mauritius, or at such other place in Mauritius as the Board may from time to time determine.

3.3 Initial Investment

3.3.1 Immediately prior to the Effective Date:

3.3.1.1 Lifezone will own 1000 (one thousand) Shares, which constitute 100% (one hundred per cent) of the Company’s entire issued share capital;

3.3.1.2 Lifezone and the Company will have entered into the KellTech Licence and the Service Agreement.

3.3.2 On the Effective Date Lifezone hereby sells to Orkid, which hereby purchases, 500 (five hundred) Shares for an aggregate consideration of US$[***], together with interest (if any) earned thereon pursuant to the provisions of clause 2.5, payable in cash by Orkid to Lifezone by way of direct electronic fund transfer (without set off or deduction of any nature whatsoever) of US$[***], together with interest (if any) earned thereon pursuant to the provisions of clause 2.5, into the Lifezone Designated Account on the Effective Date;

3.3.3 All of the Shares contemplated in this clause 3.3 shall be fully paid up and free from all Encumbrances.

3.3.4 Against payment by Orkid of purchase price in respect of the Shares purchased by Orkid in terms of clause 3.3.2, Lifezone shall deliver to:

3.3.4.1 the Company’s company secretary / management company in Mauritius the original proper instruments of transfer (as prescribed by Applicable Law) for the share certificates in respect of the Shares purchased by Orkid in terms of clause 3.3.2, dated as at the Effective Date and duly signed by Lifezone and Lifezone shall ensure that the Company’s share register is updated on the Effective Date to reflect Orkid as the registered owner of such Shares and Lifezone as the registered owner of the other 500 (five hundred) Shares in the Company’s issued Share capital; and

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3.3.4.2 Orkid the original share certificates in respect of the Shares purchased by Orkid in terms of clause 3.3.2, together with originally certified copies of: the proper instruments of transfer (as prescribed by Applicable Law) for the transfer thereof, dated as at the Effective Date and duly signed by Lifezone; and the share register of the Company duly updated as contemplated in clause 3.3.4.1.

3.3.5 Prior to delivering the aforesaid original share certificates and proper instruments of transfer mentioned in clause 3.3.4, in order to ensure that Orkid becomes the registered and beneficial owner of the Shares purchased by Orkid in terms of clause 3.3.2 on the Effective Date, Lifezone:

3.3.5.1 shall deliver its original share certificate which reflects it as the owner of 1,000 Shares, comprising all of the Company’s issued share capital, to the Company’s company secretary / management company in Mauritius so that such share certificate can be cancelled and replaced with two new share certificates on the Effective Date: one for 500 Shares being the share certificate contemplated in 3.3.4 above; and the other being a share certificate reflecting Lifezone as the owner of a further 500 Shares of the Company’s issued share capital; and

3.3.5.2 Orkid shall deliver to the Company’s company secretary / management company in Mauritius all relevant “know your client” documentation necessary to enable such company secretary / management company to update the Company’s share register on the Effective Date to reflect Orkid as the registered owner of the Shares purchased by Orkid in terms of clause 3.3.2 and Lifezone as the registered owner of the other 500 (five hundred) Shares in the Company’s issued Share capital.

3.4 Further Investment

3.4.1 The Company hereby grants Orkid the right to procure further equity investments in the Company on the basis set out below.

3.4.2 With effect from the Effective Date and for a period of 12 (twelve) months thereafter (the “Third Party Funding Period”) Orkid shall be entitled (but not obliged) to procure that the IDC or (with the prior approval of Lifezone, which approval Lifezone shall not unreasonably withhold) any one or more third parties (the “New Investor”) invests in the Share capital of the Company by

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subscribing for up to 500 Shares (which following their issue will constitute approximately 33.33% (thirty three point thirty three percent) of the entire issued Share capital of the Company) (the “Relevant Shares”) for a subscription price per share of at least US$[***] (the “Relevant Subscription Price”), which would result in aggregate subscription proceeds of at least USD[***] (or such greater aggregate subscription proceeds as Orkid may elect with the prior approval of Lifezone, which approval Lifezone shall not unreasonably withhold) (the “Relevant Subscription Proceeds”) and Orkid shall be entitled (but not obliged) to procure that any whole number of the Relevant Shares are issued to any of the New Investors at the Relevant Subscription Price provided that the minimum number of Relevant Shares to be issued to any New Investor in any one tranche is not less than 167 Shares.

3.4.3 Upon written notice from Orkid and the New Investor to the Company that the New Investor wishes to subscribe for the Relevant Shares, subject to: (a) the Reserve Bank approving the subscription for the Relevant Shares by the New Investor as contemplated in this Agreement if the New Investor is a South African resident for South African exchange control purposes; (b) the New Investor having signed a Deed of Adherence; and (c) the New Investor having provided the Company’s company secretary / management company in Mauritius with all relevant “know your client” documentation necessary to enable such company secretary / management company to update the Company’s share register to reflect the New Investor as the registered owner of the Relevant Shares, against receipt by it of the Relevant Subscription Proceeds the Company shall allot and issue the Relevant Shares to the New Investor, enter such New Investors name into the Company’s Share register as the registered owner of the Relevant Shares and issue a new Share certificate to the New Investor which reflects it as the owner of the Relevant Shares. The Parties shall use their respective reasonable endeavours and co-operate in good faith, to the extent that it is within their power to do so, and as expeditiously as reasonably possible, to procure that (a) and (b) are fulfilled as soon as is reasonably possible after the date upon which Orkid furnishes the Company with the aforesaid written notice. In addition, the Parties undertake to take all such steps, pass all such resolutions, sign all such documents and do all such things as may be necessary to ensure that the Relevant Shares are issued to the New Investor and for this purpose each of the Shareholders gives the others its irrevocable power of attorney to take all such steps and do all such things and sign all such documents necessary to achieve the aforegoing.

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3.4.4 If the IDC requests a change to the structure of the Group before it is willing to invest in the Group, then the Parties shall, acting in good faith, give due consideration to making such structural change in order to accommodate the IDC in this regard.

3.4.5 The Company gives the New Investor the following warranties on the date upon which the Relevant Shares subscribed for by the New Investor are issued to it:

3.4.5.1 in respect of the Relevant Shares subscribed for by the New Investor:

3.4.5.1.1 the authorised and unissued share capital of the Company is sufficient to enable the allotment and issue of the Relevant Shares subscribed for by the New Investor to the New Investor;

3.4.5.1.2 the Company has obtained all approvals required under and in terms of all Applicable Law and its constitutional documents to enable it to validly allot and issue the Relevant Shares subscribed for by the New Investor to the New Investor;

3.4.5.1.3 no person has any right, including any option or right of first refusal, to purchase or subscribe for the Relevant Shares subscribed for by the New Investor to the New Investor;

3.4.5.1.4 the Relevant Shares subscribed for by the New Investor will, on the date upon which the Relevant Shares subscribed for by the New Investor are issued to it, be free from all Encumbrances;

3.4.5.2 in respect of KellPlant:

3.4.5.2.1 the Company is the registered and beneficial owner of KellPlant’s entire issued share capital and all such shares are fully paid up and free from all Encumbrances;

3.4.5.2.2 no person has any right, including any option or right of first refusal, to purchase (or otherwise acquire) any of KellPlant’s share capital;

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3.4.5.2.3 no person has any right whatsoever (whether pursuant to any option, right of first refusal or otherwise) to subscribe for any unissued shares in KellPlant’s share capital;

3.4.5.2.4 KellPlant is not liable to pay any penalty or interest in connection with any claim for any Tax (including any penalty or interest in connection with any claim for late payment of under payment of any Tax);

3.4.5.2.5 that all material books, material documents and material records of KellPlant are in KellPlant’s possession or control;

3.4.5.3 in respect of the Company:

3.4.5.3.1 save as contemplated in the Transaction Documents other than the Constitution, no person has any right, including any option or right of first refusal, to purchase (or otherwise acquire) any of the Company’s share capital;

3.4.5.3.2 save as contemplated in the Transaction Documents other than the Constitution, no person has any right whatsoever (whether pursuant to any option, right of first refusal or otherwise) to subscribe for any unissued shares in the Company’s share capital;

3.4.5.3.3 the Company is not liable to pay any penalty or interest in connection with any claim for any Tax (including any penalty or interest in connection with any claim for late payment of under payment of any Tax);

3.4.5.3.4 that all material books, material documents and material records of the Company are in the Company’s possession or control;

3.4.5.4 Lifezone is free to grant the licence conferred by the KellTech Licence and it has not granted any licence to the Intellectual Property in the Licensed Territory;

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3.4.5.5 Lifezone is the sole proprietor of the Intellectual Property;

3.4.5.6 no third party holds any rights of any nature in and to the Intellectual Property (other than the [***] Royalty);

3.4.5.7 Liddell holds no rights of any nature in and to the Intellectual Property;

3.4.5.8 the Intellectual Property and the exercise of the rights granted to KellTech in terms of the KellTech Licence do not infringe in any manner whatsoever on the intellectual property rights of any third party either within or outside the Licensed Territory;

3.4.5.9 South African Patent 2000/6600 is valid and in force;

3.4.5.10 other than the Intellectual Property and save for any improvement to the Intellectual Property there are no other registered or unregistered forms of intellectual property that need to be licensed in order to enable the use of Kelltechnology for its intended purpose;

3.4.5.11 Lifezone is not a South African taxpayer nor is it regarded as a South African resident for South African exchange control purposes;

3.4.5.12 [***] holds no rights of use in respect of the Intellectual Property; and

3.4.5.13 Lifezone has not received any notice of infringement of any Intellectual Property from any party.

3.4.6 Liddell hereby covenants to the New Investor that:

3.4.6.1 all intellectual property and related know-how relating to Kelltechnology that he has owned or has had in his possession and all improvements made by him and any and all improvements made by him in the future have been assigned and transferred to Lifezone; and

3.4.6.2 to the extent that any such transfer has not taken place, Liddell will sign all documents and do all things necessary to ensure that such transfer takes place.

3.4.7 The maximum aggregate liability of the Company with respect to all claims for breaches of the warranties, undertakings and/or covenants given by it to any New Investor under this Agreement shall be limited to the subscription proceeds

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actually received by the Company for the Relevant Shares subscribed for by such New Investor.

3.5 Warranties

3.5.1 Lifezone hereby gives Orkid the following warranties on the Signature Date, the Effective Date and all periods between such dates:

3.5.1.1 No material adverse event has occurred since the date of the latest set of Respective Accounts of each of the Company and KellPlant;

3.5.1.2 neither the Company nor KellPlant:

3.5.1.2.1 has traded since its incorporation;

3.5.1.2.2 have any actual or contingent liabilities, debts or obligations (including any Tax liability, Tax debt or Tax obligations) save as otherwise set out in their Respective Accounts;

3.5.1.3 in respect of KellPlant:

3.5.1.3.1 the Company is the registered and beneficial owner of KellPlant’s entire issued share capital and all such shares are fully paid up and free from all Encumbrances;

3.5.1.3.2 no person or Entity has any claims of any nature whatsoever against KellPlant;

3.5.1.3.3 no person has any right, including any option or right of first refusal, to purchase (or otherwise acquire) any of KellPlant’s share capital;

3.5.1.3.4 no person has any right whatsoever (whether pursuant to any option, right of first refusal or otherwise) to subscribe for any unissued shares in KellPlant’s share capital;

3.5.1.3.5 KellPlant is not involved in any litigation or dispute of any nature whatever nor is there any fact, matter or circumstance which may give rise to any such litigation or dispute;

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3.5.1.3.6 KellPlant is not liable to pay any penalty or interest in connection with any claim for any Tax (including any penalty or interest in connection with any claim for late payment of under payment of any Tax);

3.5.1.3.7 that all material books, material documents and material records of KellPlant are in KellPlant’s possession or control;

3.5.1.4 in respect of the Company:

3.5.1.4.1 immediately prior to the implementation of the sale contemplated in clause 3.3.2 Lifezone is the registered and beneficial owner of the Company’s entire issued share capital, being 1000 (one thousand) Shares, and all such Shares are fully paid up and free from all Encumbrances;

3.5.1.4.2 save as contemplated in the Transaction Documents other than the Constitution, no person or Entity has any claims of any nature whatsoever against the Company save as otherwise set out in its Respective Accounts;

3.5.1.4.3 save as contemplated in the Transaction Documents other than the Constitution, no person has any right, including any option or right of first refusal, to purchase (or otherwise acquire) any of the Company’s share capital;

3.5.1.4.4 save as contemplated in the Transaction Documents other than the Constitution, no person has any right whatsoever (whether pursuant to any option, right of first refusal or otherwise) to subscribe for any unissued shares in the Company’s share capital;

3.5.1.4.5 the Company is not involved in any litigation or dispute of any nature whatever nor is there any fact, matter or circumstance which may give rise to any such litigation or dispute;

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3.5.1.4.6 the Company is not liable to pay any penalty or interest in connection with any claim for any Tax (including any penalty or interest in connection with any claim for late payment of under payment of any Tax);

3.5.1.4.7 that all material books, material documents and material records of the Company are in the Company’s possession or control; and

3.5.1.5 the Shares acquired by Orkid pursuant to clause 3.3 will, on the Effective Date, comprise 50% (fifty percent) of the entire issued share capital of the Company.

3.5.1.6 following the acquisition of Shares by Orkid pursuant to clause 3.3, on the Effective Date, the Shares held by Lifezone will comprise 50% (fifty percent) of the entire issued share capital of the Company;

3.5.2 Lifezone hereby warrants to the Company and Orkid that on the Signature Date, the Effective Date and all periods between such dates Liddell and his wife [***] own [***]% of the issued ordinary shares of Lifezone and Lifezone has no other class or type of shares.

3.5.3 Lifezone hereby gives Orkid the following warranties on the Signature Date, the Effective Date and all periods between such dates in respect of the Shares contemplated in clause 3.3.2:

3.5.3.1 Lifezone is the registered and beneficial owner of such Shares and all such Shares are free from all Encumbrances;

3.5.3.2 Lifezone is entitled to give free and unencumbered title to such Shares to Orkid; and

3.5.3.3 no person has any right, including any option or right of first refusal to purchase (or otherwise acquire) such Shares or any Shares in the authorised but unissued Share Capital of the Company.

3.5.4 Lifezone hereby warrants to Orkid that, as at the Signature Date, the Effective Date and all periods between such dates:

3.5.4.1 Lifezone is free to grant the licence conferred by the KellTech Licence and it has not granted any licence to the Intellectual Property in the Licensed Territory;

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3.5.4.2 Lifezone is the sole proprietor of the Intellectual Property;

3.5.4.3 no third party holds any rights of any nature in and to the Intellectual Property (other than the [***] Royalty);

3.5.4.4 Liddell holds no rights of any nature in and to the Intellectual Property;

3.5.4.5 the Intellectual Property and the exercise of the rights granted to KellTech in terms of the KellTech Licence do not infringe in any manner whatsoever on the intellectual property rights of any third party either within or outside the Licensed Territory;

3.5.4.6 South African Patent 2000/6600 is valid and in force;

3.5.4.7 other than the Intellectual Property and save for any improvement to the Intellectual Property there are no other registered or unregistered forms of intellectual property that need to be licensed in order to enable the use of Kelltechnology for its intended purpose;

3.5.4.8 Lifezone is not a South African taxpayer nor is it regarded as a South African resident for South African exchange control purposes;

3.5.4.9 [***] holds no rights of use in respect of the Intellectual Property; and

3.5.4.10 Lifezone has not received any notice of infringement of any Intellectual Property from any party.

3.6 Lifezone Covenants

3.6.1 Lifezone hereby covenants to Orkid that for the entire duration of the KellTech Licence:

3.6.1.1 other than the KellTech Licence, Lifezone shall not license the Intellectual Property in the Licensed Territory to any third party or Liddell;

3.6.1.2 Lifezone shall not grant, sell, assign or otherwise encumber any interest in the Intellectual Property in the Licenced Territory to or in favour of any third party or Liddell;

3.6.1.3 Lifezone shall notify Orkid if it receives any notice or claim from a third party that: (a) challenges the validity of the Intellectual Property (or any part thereof); or (b) the exercise of any of the rights under the

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Intellectual Property in terms of the KellTech Licence in the Licenced Territory infringes the intellectual property rights of such third party, and if Lifezone does receive such a claim it shall defend such claim; and

3.6.1.4 Lifezone shall use its reasonable endeavours to conduct its affairs so that it will not be managed and controlled in South Africa and so that it will not trade or operate in South Africa.

3.7 Liddell Covenant

3.7.1 Liddell hereby covenants to Orkid that:

3.7.1.1 all intellectual property and related know-how relating to Kelltechnology that he has owned or has had in his possession and all improvements made by him and any and all improvements made by him in the future have been assigned and transferred to Lifezone; and

3.7.1.2 to the extent that any such transfer has not taken place, Liddell will sign all documents and do all things necessary to ensure that such transfer takes place.

3.8 Claimants in respect of breaches by Lifezone

Subject to clause 3.9, which will apply in the circumstances set out in that clause to the exclusion of this clause:

3.8.1 If Orkid (and/or its successor in title) (the “Relevant Claimant”) believes that Lifezone has breached any warranty, representation, undertaking or covenant given to Orkid under this Agreement which warranty, representation, undertaking or covenant is also given by Lifezone to the Company under this Agreement and/or the KellTech Licence (a “Lifezone Breach”) then it will inform Lifezone of the Lifezone Breach. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be entitled to commence any proceedings contemplated in clause 31.2 or 32.2 (“Dispute Proceedings”) or any dispute proceedings set out in the KellTech Licence against Lifezone in respect of any Lifezone Breach without the Relevant Claimant’s prior written consent.

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3.8.2 If the Relevant Claimant wishes to pursue a claim against Lifezone in respect of a Lifezone Breach then:

3.8.2.1 the Relevant Claimant shall be entitled to individually pursue such claim and once the Relevant Claimant has commenced Dispute Proceedings against Lifezone in respect of such claim then the Company shall not be entitled to claim against Lifezone in respect of the same Lifezone Breach unless (for any reason whatsoever) such Dispute Proceedings are subsequently withdrawn, save if such withdrawal is due to such claim being settled; or

3.8.2.2 the Relevant Claimant shall be entitled not to pursue such claim without prejudice to the Relevant Claimant’s rights to do so individually at a later stage (as contemplated in clause 3.8.2.1) provided that the Relevant Claimant’s rights to pursue such claim individually at a later stage (as contemplated in clause 3.8.2.1) shall cease once the Company has commenced Dispute Proceedings against Lifezone in respect of the such Lifezone Breach unless (for any reason whatsoever) such Dispute Proceedings are subsequently withdrawn save if such withdrawal is due to such claim being settled; or

3.8.2.3 the Relevant Claimant shall be entitled to inform the Company, by way of written notice, that it does not wish to pursue such claim in its own name, in which case the Company shall (subject to clause 3.8.2.2) be entitled to pursue such claim against Lifezone and once the Company has commenced Dispute Proceedings against Lifezone in respect of such claim then the Relevant Claimant shall not be entitled to claim against Lifezone in respect of the same Lifezone Breach unless (for any reason whatsoever) such Dispute Proceedings are subsequently withdrawn save if such withdrawal is due to such claim being settled. For the avoidance of doubt, the fact that the Company has been notified as aforesaid that the Relevant Claimant does not wish to pursue a claim against Lifezone in respect of a Lifezone Breach in its own name does not negate the Relevant Claimant’s right to pursue Lifezone individually, as contemplated in 3.8.2.1, provided that once the Company has commenced Dispute Proceedings against Lifezone in respect of such claim then the Relevant Claimant shall not be entitled to claim against Lifezone in respect of the same Lifezone Breach unless (for

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any reason whatsoever) such Dispute Proceedings are subsequently withdrawn save if such withdrawal is due to such claim being settled.

3.8.3 If the Relevant Claimant wishes to individually pursue Lifezone in respect of any warranty, representation, undertaking or covenant under this Agreement and/or the KellTech Licence which Orkid (and/or its successor in title) believes Lifezone has breached then the Company hereby undertakes in favour of the Relevant Claimant to provide the Relevant Claimant with all: (a) reasonable assistance to enable the Relevant Claimant to pursue Lifezone in respect of such breach; and (b) information which is available to and known by the Company in respect of such breach.

3.8.4 If the Relevant Claimant successfully pursues a claim against Lifezone in respect of one or more Lifezone Breaches, then in respect of the same circumstances that gave rise to such claim the Company will not be entitled to pursue a claim against Lifezone under the KellTech Licence to the extent that such claim would result in the Relevant Claimant being compensated (directly or indirectly) for damages more than once in respect of the same Lifezone Breaches.

3.9 Claimants in respect of breaches by Lifezone and the Company

3.9.1 If Orkid (and/or its successor in title), the New Investor (and/or its successor in title) and/or the Company believes that Lifezone has breached any warranty, representation, undertaking or covenant under this Agreement and/or the KellTech Licence to Orkid and/or the Company which warranty, representation, undertaking or covenant is also given by the Company to the New Investor under this Agreement (a “Relevant Breach”) then it will inform the others of them of the Relevant Breach.

3.9.2 By not later than the 10th (tenth) Business Day after the date upon which the notice contemplated in clause 3.9.1 is given Orkid (and its successor in title, if any) and the New Investor (and its successor in title, if any) (the “Claimants”) shall meet with one another and in good faith determine and agree whether: (a) the Company should pursue a claim against Lifezone for the Relevant Breach; or (b) Orkid should pursue Lifezone individually for the Relevant Breach and the New Investor should pursue the Company individually for the Relevant Breach.

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3.9.3 If Orkid wishes to pursue Lifezone individually for the Relevant Breach and the New Investor wishes to pursue the Company individually for the Relevant Breach then:

3.9.3.1 the Claimants shall be entitled to individually pursue such claim and once the Claimants have commenced Dispute Proceedings against Lifezone and the Company in respect of such claim then the Company shall not be entitled to claim against Lifezone in respect of the same Relevant Breach unless (for any reason whatsoever) such Dispute Proceedings are subsequently withdrawn save if such withdrawal is due to such claim being settled; or

3.9.3.2 the Claimants shall be entitled not to pursue such claim without prejudice of either Claimants’ rights to do so individually at a later stage (as contemplated in clause 3.9.3.1) provided that the Claimants’ rights to pursue such claim individually at a later stage (as contemplated in clause 3.9.3.1) shall cease once the Company has commenced Dispute Proceedings against Lifezone in respect of the such Relevant Breach unless (for any reason whatsoever) such Dispute Proceedings are subsequently withdrawn save if such withdrawal is due to such claim being settled; or

3.9.3.3 any of the Claimants shall be entitled to inform the Company, by way of written notice, that none of the Claimants wishes to pursue such claim in its own name, in which case the Company shall (subject to clause 3.9.3.2) be entitled to pursue such claim against Lifezone and once the Company has commenced Dispute Proceedings against Lifezone in respect of such claim then the Claimants shall not be entitled to claim against Lifezone or the Company in respect of the same Relevant Breach unless (for any reason whatsoever) such Dispute Proceedings are subsequently withdrawn save if such withdrawal is due to such claim being settled. For the avoidance of doubt, the fact that the Company has been notified as aforesaid that none of the Claimants wishes to pursue a claim against Lifezone in respect of a Relevant Breach in its own name does not negate any Relevant Claimant’s right to pursue Lifezone or the Company individually, as contemplated in 3.9.3.1, provided that once the Company has commenced Dispute Proceedings or any dispute proceedings set out in the KellTech Licence against Lifezone in respect of such claim then the

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Claimants shall not be entitled to claim against Lifezone or the Company in respect of the same Relevant Breach unless (for any reason whatsoever) such Dispute Proceedings are subsequently withdrawn save if such withdrawal is due to such claim being settled.

3.9.4 If Orkid (and/or its successor in title) wishes to individually pursue Lifezone in respect of any warranty, representation, undertaking or covenant under this Agreement which it believes Lifezone has breached then the Company hereby undertakes in favour of Orkid (and/or its successor in title) to provide it with all: (a) reasonable assistance to enable Orkid (and/or its successor in title) to pursue Lifezone in respect of such breach; and (b) information which is available to and known by the Company in respect of such breach.

3.9.5 If the Claimants successfully pursue a claim against Lifezone in respect of one or more Relevant Breaches, then in respect of the same circumstances that gave rise to such claim the Company will not be entitled to pursue a claim against Lifezone under the KellTech Licence to the extent that such claim would result in the Claimants being compensated (directly or indirectly) for damages more than once in respect of the same circumstances.

3.10 Limitation of liability

The maximum aggregate liability of Lifezone with respect to all claims for breaches of the warranties and/or covenants under this Agreement and the KellTech Licence shall be limited to the aggregate of (a) US$[***] plus (b) the aggregate of all distributions (including all dividends) paid by the Company to Lifezone up to the time that the relevant claim is determined (the sum of (a) and (b) being referred to hereinafter as the “Relevant Amount”), provided that if the Company is the Entity which pursues Lifezone then the maximum aggregate net liability of Lifezone in such circumstances shall be such amount as will result in the net adverse effect on Lifezone (after taking into account Lifezone’s interest in the Company) being an amount equal to the Relevant Amount.

For the avoidance of doubt, “distributions” will not include any payments made to Lifezone under the KellTech Licence or the Service Agreement. It being agreed that notwithstanding anything to the contrary contained in this Agreement, subject to Applicable Law, when the Company receives any funds pursuant to any claim by it against Lifezone for breaches of the warranties and/or covenants under this Agreement and/or the KellTech Licence then such funds shall immediately be distributed by the Company to the Shareholders.

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4. CONFLICTS WITH CONSTITUTION

4.1 Subject to Applicable Law, if there is any conflict between the provisions of this Agreement and the Constitution at any time, the provisions of this Agreement shall prevail, for as long as this Agreement remains in force.

4.2 Subject to clause 4.1, each Shareholder undertakes to abide by the provisions of the Constitution.

4.3 The Company shall maintain a register of the Shares in issue and shall provide each Shareholder with a copy thereof on each occasion that Shares are issued and allotted to a Shareholder and/or a Transfer takes place. In addition, the Company shall issue paper share certificates to each Shareholder in respect of the Shares owned by it in accordance with the terms of this Agreement and Applicable Law.

4.4 Subject to Applicable Law, the Shareholders undertake to take all such steps and do all such things as may be necessary to alter the Constitution so as to reflect, insofar as may be appropriate, the provisions of this Agreement and for this purpose each of the Shareholders gives the others its irrevocable power of attorney to take all such steps and do all such things and sign all such documents necessary to achieve the aforegoing.

5. FUNDING

5.1 Subject to clause 5.5 any funding required by the Group from time to time and approved by the Board will be obtained:

5.1.1 from borrowing from outside sources to the extent practicable; or

5.1.2 subject to the approval of the holders of at least [***] of the issued Shares at such time, through a rights issue in terms of clause 5.6; or

5.1.3 subject to unanimous agreement by the Shareholders, through Shareholder loan funding in terms of clause 5.7 or the offer of shares to third parties.

5.2 Each Shareholder shall use its reasonable endeavours to procure funding for the Company from outside sources.

5.3 Should more than 1 (one) Shareholder succeed in procuring the potential availability of funding from outside sources, the Company shall consider that funding which is subject to the most favourable commercial terms.

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5.4 No Shareholder will be required or obliged to provide any funding to the Company (save as contemplated in clause 5.5 or 5.7) or to issue any guarantee, suretyship or indemnity to third persons for the obligations of the Company.

5.5 Funding Prior to Investment by the New Investor

5.5.1 Until such time as the New Investor invests in the Company pursuant to the provisions of clause 3.4.2 then unless the Board decides otherwise Orkid shall provide Shareholder loan funding to the Company on the terms set out in clause 5.5.2 below as follows:

5.5.1.1 The aggregate of such funding will not exceed USD [***] (the “Threshold”) and once such Threshold has been met the provisions of clause 5.1 shall apply to any additional funding required by the Company;

5.5.1.2 The funding will take place in two tranches in line with the current budget of the Company:

5.5.1.2.1 US$[***]by not later than the 10th (tenth) Business Day after the Effective Date; and

5.5.1.2.2 US$[***]by not later than the later of: (a) the 3,4 (third) Business Day after the Company has notified Orkid in writing that all of the funding provided to the Company pursuant to clause 5.5.1.2.1 has been spent; and (b) the first Business Day of July 2014. The Company shall notify Orkid in writing as and when any increments of US$[***]or more of the funding provided to the Company pursuant to clause 5.5.1.2.1 has been spent by it.

5.5.2 The loans made to the Company by Orkid (the “Orkid Loans”) will be in US dollars and will bear simple interest at Libor at the relevant point in time plus a margin provided that, notwithstanding anything to the contrary contained herein, Orkid will not be required to grant the Orkid Loans to the Company at an interest rate which is more favourable to the Company than the interest rate which applies to the funding obtained by Orkid and/or SPM in order to enable Orkid to grant the Orkid Loans. The margin applicable to each Orkid Loan will be agreed by Orkid and the Company at the time that the Orkid Loan is advanced, provided that if Orkid and the Company cannot so agree, the market

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related margin will be determined by independent bankers. Such independent bankers will be agreed by Orkid and the Company, and failing agreement will be appointed by the Auditors. The independent bankers shall act as an expert and not as an arbitrator and the provisions of clause 1.18 shall apply, with such changes as are required by the context. Further, the Orkid Loans will be subject to the following terms:

5.5.2.1 Interest will accrue daily from the date on which the relevant advance is made until the date of repayment of such loan. Interest will be calculated on the basis of a 360 (three hundred and sixty) day year for actual days elapsed.

5.5.2.2 The Orkid Loans will be unsecured.

5.5.2.3 The Orkid Loans will be subordinated to claims of all other creditors of the Company and shall only be repayable out of excess cash flow of the Company (determined after taking into account the future operational requirements of the Company) but shall be repaid prior to: (a) the repayment of any other Shareholder Loans; and (b) the declaration of any dividends or other distributions by the Company to its Shareholders (for the avoidance of doubt, “distributions” will not include any payments made to Lifezone under the KellTech Licence or the Service Agreement).

5.5.2.4 As soon as the subscription proceeds payable by any New Investor in respect of the Relevant Shares subscribed for by it (the “Relevant Investment Proceeds”) are received by the Company that portion of the Orkid Loans which does not exceed the Relevant Investment Proceeds received by the Company at such point in time shall forthwith be repayable by the Company and the Relevant Investment Proceeds so received shall be used by the Company to forthwith repay such portion of the Orkid Loans;

5.5.2.5 The Company will administer and keep records of all Shareholder Loans, and will advise all Shareholders of all amounts outstanding in respect of such loans on a quarterly basis.

5.5.2.6 The Orkid Loans will in any event be repayable it

5.5.2.6.1 the Company is placed in liquidation or under a winding-up order, whether provisionally or finally, voluntarily or compulsorily;

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5.5.2.6.2 the Company takes any steps to be wound up or liquidated, whether provisionally or finally and whether compulsorily or voluntarily;

5.5.2.6.3 the Company takes any steps to be deregistered or is deregistered;

5.5.2.6.4 the Company enters into any compromise with its creditors generally, or offers to do so; or

5.5.2.6.5 any final judgment or any final order made or given by any court of competent jurisdiction against the Company is not satisfied by the Company within 21 (twenty one) days after it becomes final.

5.5.3 If the New Investor does not acquire any Relevant Shares during the Third Party Funding Period, then during the period commencing on the expiry of the Third Party Funding Period and terminating three months thereafter, Orkid shall have the option (capable of exercise by written notice to the Company) of converting USD[***] of the Orkid Loans into 500 Shares (which following their issue will constitute approximately 33.33% (thirty three point thirty three percent) (the “Relevant Percentage”) of the entire issued Share capital of the Company on the assumption that no Shares have been issued by the Company prior to the issuance of such Shares) (the “Conversion Shares”) for a subscription price per share of at least US$[***] (the “Conversion Subscription Price”), which would result in aggregate subscription proceeds of at least [***]. If the Relevant Percentage constitutes a fraction of Shares, then the number of Conversion Shares to be issued will be rounded down to the nearest whole number. Assuming that no Shares are issued prior to the exercise of this option, Orkid will hold 66.667% of the Company’s issued Share capital after the exercise of this option. All of the Parties undertake to sign all documents, pass all resolutions and do all that is necessary to ensure, that on exercise of the abovementioned option, the option is implemented as expeditiously and efficiently as possible.

5.6 Rights Issue and Financing for Lifezone under the Rights Issue

5.6.1 If the Board decides at any time that borrowings from a bank or other outside sources are not in the best interests of the Company, or if the Company is unable to procure borrowings from a bank or other outside sources, within a

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reasonable time period taking into account the funding requirements of the Company, the Board may (subject to the Shareholder approval contemplated in clause 5.1.2 being obtained) propose a rights issue of Shares to the Shareholders in accordance with the following provisions (a “Rights Issue”).

5.6.2 The price per Share in respect of any Rights Issue will be such price as is agreed by the Shareholders, and failing such agreement will be the Fair Market Value of the Company at such time (and prior to any subscriptions under the Rights Issue) divided by the total number of Shares in issue at such time.

5.6.3 In the event that Lifezone wishes to take up its rights under a Rights Issue, it will be entitled upon written notice to whichever one of Orkid, the New Investor, if applicable, or its respective Transferee Affiliates (as the case may be) voted in favour of the Rights Issue as contemplated in clause 5.1.2 (the “Financing Shareholder”) by not later than the 5th (fifth) Business Day after the date upon which the Board proposes the Rights Issue to require the Financing Shareholder to make a loan (the “Lifezone Loan”) to it of such amount as it requires to enable it to subscribe for its Proportionate Interest of Shares offered under the Rights Issue (the “New Lifezone Shares”). For the avoidance of doubt any Shareholder that votes against the Rights Issue as contemplated in clause 5.1.2 shall not be required to lend and advance the Lifezone Loan to Lifezone. The Lifezone Loan will be made on the following basis:

5.6.3.1 If both of Orkid and the New Investor or their respective Transferee Affiliates approves the Rights Issue as contemplated in clause 5.1.2, and as a consequence there is more than one Financing Shareholder then the Financing Shareholders will make such Lifezone Loan to Lifezone in proportion to their respective shareholdings at the time, provided that the Financing Shareholders shall be entitled (but not obliged) to agree between themselves to provide the Lifezone Loan in a proportion which is different from their respective shareholdings at the time.

5.6.3.2 Lifezone will not be permitted to use such Lifezone Loan for any purpose other than to subscribe for the New Lifezone Shares pursuant to the Rights Issue.

5.6.3.3 Each Lifezone Loan will be advanced directly to the Company by each relevant Financing Shareholder on behalf of Lifezone on or before the date on which the subscription monies in respect of the New Lifezone Shares are due.

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5.6.3.4 Each Lifezone Loan will be in US dollars and will bear simple interest at Libor at the relevant point in time plus a margin. The margin applicable to each Lifezone Loan will be agreed by Lifezone and the Financing Shareholder/s (the “Relevant Parties”) at the time that the Lifezone Loan is advanced, provided that if the Relevant Parties cannot so agree the market related margin will be determined by independent bankers. Such independent bankers will be agreed by the Relevant Parties, and failing agreement will be appointed by the Auditors. The independent bankers shall act as an expert and not as an arbitrator and the provisions of clause 1.18 shall apply, with such changes as are required by the context.

5.6.3.5 Interest will accrue daily from the date on which the relevant advance is made until the date of repayment of such loan. Interest will be calculated on the basis of a 360 (three hundred and sixty) day year for actual days elapsed.

5.6.3.6 Each Lifezone Loan will be secured by Lifezone granting a security interest over the relevant New Lifezone Shares, such security interest to be agreed by the Relevant Parties from time to time. Such security will permit Lifezone to vote the New Lifezone Shares and receive dividends in respect of such New Lifezone Shares prior to a default by Lifezone under these loan arrangements.

5.6.3.7 Lifezone will not be permitted to sell, dispose of or additionally Encumber any of the Shares held by it or any interest in any of the Shares held by it until such time as all Lifezone Loans together with interest thereon have been repaid in full, provided that Lifezone will be permitted to sell such shares if the proceeds of the sale of such shares are first used to repay all Lifezone Loans.

5.6.3.8 While any Lifezone Loan and the interest thereon remain outstanding, each Lifezone Loan will be repayable only out of (a) dividends or other distributions received from the Company, (b) payments made by the Company to Lifezone under the KellTech Licence or (c) the proceeds of any sale by Lifezone of its Shares (together, “Relevant Monies”). For the avoidance of doubt, Lifezone Loans will not be repayable out of monies received by Lifezone under the Service Agreement.

5.6.3.9 Lifezone hereby irrevocably and unconditionally:

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5.6.3.9.1 instructs the Company that for so long as any Lifezone Loan and any interest accrued thereon remains outstanding the Company must pay any Relevant Monies directly to the Financing Shareholders pro rata to the principal amount outstanding in respect of all Lifezone Loans: and

5.6.3.9.2 agrees that the payment made by the Company as contemplated in clause 5.6.3.9.1 shall discharge by way of set-off on a dollar for dollar basis the Company’s obligation to pay such Relevant Monies to Lifezone.

5.6.3.10 Notwithstanding any other provisions of this Agreement but subject always to clause 5.6.3.7, the aggregate liability of Lifezone to repay any portion of the Lifezone Loans including interest thereon during a particular period shall not exceed the Relevant Monies arising during such period.

5.6.3.11 For the avoidance of doubt, and notwithstanding any other provision of this Agreement but subject always to clause 5.6.3.7, to the extent that such Relevant Monies (other than the proceeds of any sale by Lifezone of its Shares) are insufficient to pay any amounts due under the Lifezone Loans (including interest thereon), Lifezone shall have no liability to make up the insufficiency and no recourse may be had against other assets of Lifezone and no liability in respect thereof shall attach to or be incurred by the shareholders, employees or directors of Lifezone.

5.6.3.12 The Company will administer and keep records of all Lifezone Loans, will calculate the interest accruing on such loans, and will advise Lifezone and the Financing Shareholders of all amounts outstanding in respect of such loans on a quarterly basis.

5.6.3.13 Lifezone will be entitled to repay such loans at any time.

5.6.3.14 Each Lifezone Loan together with all interest accrued thereon will in any event be repayable if:

5.6.3.14.1 Lifezone is placed in liquidation or under a winding-up order, whether provisionally or finally, voluntarily or compulsorily;

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5.6.3.14.2 Lifezone takes any steps to be wound up or liquidated, whether provisionally or finally and whether compulsorily or voluntarily;

5.6.3.14.3 Lifezone takes any steps to be deregistered or is deregistered;

5.6.3.14.4 Lifezone enters into any compromise with its creditors generally, or offers to do so; or

5.6.3.14.5 any final judgment or any final order made or given by any court of competent jurisdiction against Lifezone is not satisfied by Lifezoni within 21 (twenty one) days after it becomes final.

5.6.4 To the extent that any Shareholder (including Lifezone) elects not to participate in a Rights Issue, then such Shareholder shall be deemed to consent to any dilution of its shareholding pursuant to the Rights Issue and acknowledges that any such dilution pursuant to the Rights Issue will not constitute unjust, inequitable or oppressive conduct on the part of any other Shareholder or by the Company.

5.6.5 To the extent that any Shareholder does not wish to subscribe for its Proportionate Interest of Shares offered to it pursuant to the Rights Issue it shall notify the other Shareholders and the Company thereof in writing by not later than the 5th (fifth) Business Day after the date upon which the Board proposes the Rights Issue, in which case such Shares (the “Unaccepted Shares”) shall be deemed to have been offered to the other accepting Shareholders: (a) in proportion to their holdings of Shares immediately prior to the Rights Issue; or (b) if the accepting Shareholders agree between themselves to accept such deemed offer in any other proportion, in such agreed proportion. Such accepting Shareholders shall by way of written notice to the Company and the other Shareholders, by not later than the 5th (fifth) Business Day after the date upon which the deemed offer of the Unaccepted Shares was made to them, be entitled to accept such offer. If the deemed offer in respect of all of the Unaccepted Shares has not been accepted pursuant to the process contemplated above then subject to all of the Shareholders unanimously approving thereof in writing those Unaccepted Shares which have not been taken up may be offered to third parties on terms no more favourable than those under the Rights Offer.

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5.6.6 For the avoidance of doubt, if Orkid, the New Investor or their respective Transferee Affiliates approves the Rights Issue as contemplated in clause 5.1.2 then such Financing Shareholder will be obliged to advance the necessary Lifezone Loan to Lifezone under clause 5.6.3 regardless of whether or not it takes up its own rights under the Rights Issue.

5.6.7 The provisions of this clause 5.6 shall be binding on each Financing Shareholder’s successors in title to whom such Financing Shareholder Transfers any of its Shares in terms of this Agreement but after the Lock-in Period this clause 5.6 shall only apply to such Financing Shareholder’s Transferee Affiliates.

5.7 Shareholder Loan Funding

5.7.1 In the event that the Shareholders unanimously approve that funding for the Company be obtained by way of loans made to the Company by one or more Shareholders (each a “Shareholder Loan”), then unless the Shareholders agree otherwise, such Shareholder Loans will be provided on the following basis:

5.7.1.1 Shareholders will be obliged to make Shareholder Loans in proportion to their respective shareholdings at the time.

5.7.1.2 Each Shareholder Loan will be advanced directly to the Company.

5.7.1.3 Each Shareholder Loan will be in US dollars and will bear simple interest at Libor at the relevant point in time plus a margin. The margin applicable to each Shareholder Loan will be agreed by the Parties at the time that the Lifezone Loan is advanced, provided that if the Parties cannot so agree the market related margin will be determined by independent bankers. Such independent bankers will be agreed by the Parties, and failing agreement will be appointed by the Auditors. The independent bankers shall act as an expert and not as an arbitrator and the provisions of clause 1.18 shall apply, with such changes as are required by the context.

5.7.1.4 Interest will accrue daily from the date on which the relevant advance is made until the date of repayment of such loan. Interest will be calculated on the basis of a 360 (three hundred and sixty) day year for actual days elapsed.

5.7.1.5 No Shareholder Loan will be secured.

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5.7.1.6 Each Shareholder Loan will be subordinated to claims of all other creditors of the Company and shall only be repayable out of excess cash flow of the Company (determined after taking into account the future operational requirements of the Company).

5.7.1.7 The Company will administer and keep records of all Shareholder Loans, and will advise all Shareholders of all amounts outstanding in respect of such loans on a quarterly basis.

5.7.1.8 Each Shareholder Loan will in any event be repayable if:

5.7.1.8.1 The Company is placed in liquidation or under a winding-up order, whether provisionally or finally, voluntarily or compulsorily;

5.7.1.8.2 The Company takes any steps to be wound up or liquidated, whether provisionally or finally and whether compulsorily or voluntarily;

5.7.1.8.3 The Company takes any steps to be deregistered or is deregistered;

5.7.1.8.4 The Company enters into any compromise with its creditors generally, or offers to do so; or

5.7.1.8.5 any final judgment or any final order made or given by any court of competent jurisdiction against the Company is not satisfied by the Company within 21 (twenty one) days after it becomes final.

5.8 Development Loan already provided by SPM

5.8.1 The parties acknowledge that SPM: (a) has provided US$[***] to the Company; and (b) shall be entitled (but not obliged) to provide the Company with further funding prior to the Effective Date if the Company requires further funding prior to the Effective Date, which the Company has used/will use (as the case may be) to fund feasibility studies, test work, early works programmes and other Kelltechnology development expenses (the “Development Loan”).

5.8.2 The Development Loan will bear interest at Libor (as defined in the KellTech Licence) plus 3% (nominal annual compounded quarterly).

5.8.3 Further, the Development Loan will be subject to the following terms:

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5.8.3.1 Interest will accrue daily from the Signature Date until the date of repayment of such loan. Interest will be calculated on the basis of a 360 (three hundred and sixty) day year for actual days elapsed.

5.8.3.2 The Development Loan will be unsecured.

5.8.3.3 The Development Loan will be subordinated to claims of all other creditors of the Company and shall only be repayable out of excess cash flow of the Company (determined after taking into account the future operational requirements of the Company) but shall be repaid prior to: (a) the repayment of any other Shareholder Loans other than the Orkid Loans; and (b) the declaration of any dividends or other distributions by the Company to its Shareholders (for the avoidance of doubt, “distributions” will not include any payments made to Lifezone under the KellTech Licence or the Service Agreement).

5.8.3.4 The Company will administer and keep records of the Development Loan, and will advise all Shareholders of all amounts outstanding in respect of such loan on a quarterly basis.

5.8.3.5 The Development Loan will in any event be repayable if:

5.8.3.5.1 the Company is placed in liquidation or under a winding-up order, whether provisionally or finally, voluntarily or compulsorily;

5.8.3.5.2 the Company takes any steps to be wound up or liquidated, whether provisionally or finally and whether compulsorily or voluntarily;

5.8.3.5.3 the Company takes any steps to be deregistered or is deregistered;

5.8.3.5.4 the Company enters into any compromise with its creditors generally, or offers to do so; or

5.8.3.5.5 any final judgment or any final order made or given by any court of competent jurisdiction against the Company is not satisfied by the Company within 21 (twenty one) days after it becomes final.

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5.8.3.6 SPM will be entitled, upon giving notice to the Company, to: cede and delegate all of its rights and/or obligations in respect of the Development Loan to Orkid or any other member of the SPM Group or any third party which becomes a Shareholder but does not form part of the SPM Group (and the provisions of clause 16 and any other provision of this Agreement prohibit the cession or delegation of the Development Loan shall not apply in respect of any such cession or delegation).

6. DIVIDENDS

6.1 Subject to the terms of this Agreement and Applicable Law, the dividend policy of the Company shall be to declare and pay not less than [***] of its profits after tax having regard to the needs, expenditure and requirements (including working capital requirements) of the Group to its Shareholders, which dividend —

6.1.1 shall be paid as soon as practically possible after its declaration; and

6.1.2 shall be declared within 30 days of its half year and financial year.

6.2 Notwithstanding the provisions of clause 6.1 above, no dividend shall be declared or paid until such time as all Shareholders’ Loans (together with all interest accrued on such funding) has been repaid in full unless the Shareholders who have provided such funding agree otherwise in writing.

7. GOVERNANCE AND MANAGEMENT OF THE COMPANY

7.1 Board of Directors

7.1.1 Appointment of Directors

7.1.1.1 Subject to Applicable Law, for so long as it is a Shareholder, each Shareholder shall be entitled, by written notice to the Company, to appoint:

7.1.1.1.1 1 (one) Director, if the Shares held by such Shareholder constitute at least 10% (ten per cent) of the issued Share capital of the Company; and

7.1.1.1.2 1 (one) Director in addition to the Director which it is entitled to appoint in terms of clause 7.1.1.1.1, if the Shares held by such Shareholder constitute at least

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40% (forty per cent) of the issued Share capital of the Company.

7.1.1.2 Each Shareholder shall be entitled, by written notice to the Company, to remove any Director appointed by that Shareholder and to replace such Director who is so removed or who ceases for any other reason other than pursuant to clause 7.1.10 to be a Director.

7.1.1.3 Each Director appointed under this clause 7.1.1 shall have one vote together with such additional votes to which it may be entitled under clause 7.2.9.

7.1.2 If so approved unanimously by the Shareholders, which approval shall not be unreasonably withheld, the Board shall, in accordance with the Constitution, be entitled to co-opt up to a maximum of 2 (two) outside Directors onto the Board as it considers appropriate and desirable for the benefit of the Company. Each such Director will have one vote only.

7.1.3 In order to give effect to the appointment, removal and/or replacement of a director appointed by any particular Shareholder pursuant to clause 7.1.1 (the “Appointing Shareholder”) or co-opted by the Board pursuant to clause 7.1.2, each Shareholder hereby irrevocably and unconditionally:

7.1.3.1 undertakes in favour of the Appointing Shareholder in the case of an appointment pursuant to clause 7.1.1 or the Board in the case of an appointment pursuant to clause 7.1.2 and agrees to take all such actions, do all such things, sign all such documents (including, without limitation, all notices and resolutions), attend any meeting and to vote all of its Shares in favour of any resolution at such meeting and/or sign to approve the passing of any written resolution to effect and/or ratify the election, appointment, removal and/or replacement of a director appointed the Appointing Shareholder in the case of an appointment pursuant to clause 7.1.1 when requested by the Appointing Shareholder to do so or the Board in the case of an appointment pursuant to clause 7.1.2 when requested by the Board to do so; and

7.1.3.2 if any Shareholder fails to comply with any of its obligations set out in clause 7.1.3.1 then it appoints any other Shareholder as its proxy

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and attorney and agent in rem suam to give effect to the provisions of clause 7.1.3.1.

7.1.4 The composition of the Board shall be reviewed annually in order to ensure that those persons who are eligible to serve on the Board for the forthcoming year confirm their availability to serve as members of the Board for that year. At least 2 (two) of the Directors shall be resident in Mauritius (the “Mauritian Resident Directors”).

7.1.5 Any Director shall have the power to nominate another person to act as Alternate Director in his place during his absence or inability to act as such Director, and on such appointment being made, the Alternate Director shall, in all respects, be subject to the terms and conditions existing with reference to the other Directors. Notwithstanding the aforegoing, any nominee for the position of Alternate Director shall first be approved by the Board, which approval may not be withheld unreasonably.

7.1.6 A person may be appointed as an Alternate Director to more than one Director. Where a person is an Alternate Director to more than one Director or where an Alternate Director is a Director, he shall have a separate vote on behalf of each Director he is representing in addition to his own vote, if any.

7.1.7 The Alternate Directors, whilst acting in the place of the Directors who appointed them, shall exercise and discharge all the duties and functions of the Directors they represent.

7.1.8 The appointment of an Alternate Director shall cease:

7.1.8.1 on the happening of any event which, if he were a Director, would cause him to cease to hold office in terms of this Agreement as read with the Constitution;

7.1.8.2 if the Director who appointed him ceases to be a Director, in accordance with clause 7.1.9; or

7.1.8.3 if the Director who appointed him gives notice to the Company that the Alternate Director representing him shall have ceased to do so.

7.1.9 Without prejudice to the Applicable Law regulating this issue, a Director shall cease to hold office as such if:

7.1.9.1 he resigns as a Director;

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7.1.9.2 he is guilty of conduct justifying a summary dismissal according to law;

7.1.9.3 he is guilty of conduct which is likely to bring himself or the Company into disrepute;

7.1.9.4 he is convicted of an offence involving dishonesty;

7.1.9.5 he is precluded in terms of any statute from holding office as a Director; or

7.1.9.6 he is removed as a Director in accordance with 7.1.1.2.

7.1.10 A Shareholder which Transfers: (a) all of its Shares shall remove any Directors it has appointed; or (b) that number of its Shares which reduces its Shareholding below the relevant Shareholding percentage contemplated in clause 7.1.1.1 which entitled it to appoint a particular Director/s to the Board shall remove such Director/s so appointed by it, without any claims for compensation for loss of office:

7.1.10.1 if its Shares are acquired by other Shareholders, on payment in full of the purchase price by those purchasing Shareholders; or

7.1.10.2

if its Shares are to be acquired by a third party, on or promptly following receipt of the purchase price for the Shares under any sale agreement with the third party,

and the Shareholder which appointed such Directors hereby indemnifies the Company if the Directors are not so removed. In order to give effect to the resignation of the Director concerned, the Shareholder which appointed such Director shall procure that the Director concerned shall irrevocably authorise the Auditors as its attorney and agent to sign all such documents and do all such things as are necessary or requisite so as to give effect to and implement such resignation.

7.2 Meetings of Directors

7.2.1 Directors Meetings shall be held bi-annually in Mauritius on at least 14 (fourteen) days’ notice, except where the Directors unanimously choose to hold a meeting on shorter notice. Meeting notices shall include an agenda setting out, in as much detail as possible, the matters for discussion. Notice shall be provided to each of the Directors via the method nominated by them, whether they are based in Mauritius or elsewhere.

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7.2.2 Any Director may, at any time, summon a Directors Meeting.

7.2.3 Subject to Applicable Law, the quorum for Directors Meetings shall be at least 1 (one) Director appointed by each Shareholder and both Mauritian Resident Directors.

7.2.4 If, within 30 (thirty) minutes from the time appointed for a Board meeting a quorum is not present, the original meeting shall stand adjourned to the next succeeding Business Day or such other day as. the Directors unanimously agree (“the Adjourned Board Meeting”). If, at the Adjourned Board Meeting, a quorum is not present within 30 (thirty) minutes from the time appointed for the Adjourned Board Meeting, then the Directors present at such Adjourned Board Meeting shall constitute a quorum.

7.2.5 A Board meeting shall continue to be quorate notwithstanding that any one or more persons, taken into account for the purposes of achieving the quorum, might thereafter cease to be present at the meeting.

7.2.6 The Directors may convene a meeting by telephone, electronic or any other communication facilities which permit all persons participating in such meeting to communicate with each other simultaneously and instantaneously and a resolution passed by such a conference shall, provided such resolution is recorded in writing thereafter, notwithstanding that the Directors are not present together in one place at the time of the conference, be deemed to have been passed at a meeting of the Directors held on the day on which and at the time at which the conference was held.

7.2.7 The chairman of the Board shall be rotated annually on the basis that each Shareholder shall be entitled to appoint a director appointed by it to the Board as chairman of the Board for 1 (one) Financial Year; in this regard, Lifezone shall appoint a director appointed by it to the Board as chairman of the Board for the first Financial Year, Orkid shall appoint a director appointed by it to the Board as chairman of the Board for the second Financial Year and if the New Investor is a Shareholder in the third Financial Year then it shall appoint a director appointed by it to the Board as chairman of the Board for the third Financial Year and so on. Neither the chairman nor any other member of the Board shall receive any compensation by reason of such membership. The chairman of the Board shall not have a casting vote.

7.2.8 In the event of any Director/s being physically absent from the Directors Meeting, the Directors present at the meeting shall make a reasonable

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endeavour to ensure the participation in the meeting of those Directors not physically present for whatsoever reason by means of one of the methods described in clause 7.2.6, unless an Alternate Director to such absent Director is present at the meeting.

7.2.9 Each Director appointed in accordance with clause 7.1.1 (or his Alternate Director), shall at Directors Meetings (and in respect of written Board resolutions) have as many additional votes as the number of Shares which the Shareholder who nominated him for appointment holds divided by the number of Directors appointed by that particular Shareholder who votes on that particular resolution.

7.2.10 Subject to the provisions of clause 7.2.11, a resolution of the Board shall be validly passed if passed by an ordinary majority.

7.2.11 If there is a deadlock at a Directors Meeting as to any resolution proposed, or if a resolution is approved by a majority of one or two votes only, the resolution in question shall fail. Accordingly, no resolution will be passed unless it is approved by in excess of at least three votes.

7.3 The management of the Company shall be undertaken by the Board to the extent set out in this Agreement and the Constitution.

7.4 Shareholders Meetings

7.4.1 Subject to Applicable Law, the Shareholders shall meet as often as is required and in any event at least once in each calendar year within 6 (six) months following the end of the Financial Year to consider and approve:

7.4.1.1 the financial statements of the Company for the previous Financial Year; and

7.4.1.2 the Auditors’ report in respect of the previous Financial Year.

7.4.2 Every Shareholder, for so long as it is a shareholder in the Company, shall be entitled to receive notice of a meeting of Shareholders, which notice shall contain, inter alia, the agenda for such meeting.

7.4.3 Any Shareholder, for so long as it is a shareholder in the Company, or Director shall be entitled to call a meeting of Shareholders by giving notice to the Shareholders of not less than 14 (fourteen) Days.

7.4.4 The quorum for a Shareholders meeting shall be all Shareholders at the time.

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7.4.5 Subject to Applicable Law, if, within 30 (thirty) minutes from the time appointed for a Shareholders meeting a quorum is not present, the original meeting shall stand adjourned to the same day in the next week, at the same time and place or, if that day is not a Business Day, to the next succeeding Business Day or such other day as the Shareholders unanimously agree (“the Adjourned Shareholders Meeting”). If, at the Adjourned Shareholders Meeting, a quorum is not present within 30 (thirty) minutes from the time appointed for the Adjourned Shareholders Meeting, then the Shareholders present at such Adjourned Shareholders Meeting shall constitute a quorum.

7.4.6 A Shareholders meeting shall continue to be quorate notwithstanding that any one or more persons, taken into account for the purposes of achieving the quorum, might thereafter cease to be present at the meeting.

7.4.7 The Shareholders may convene a Shareholders meeting by telephone, electronic or any other communication facilities which permit all persons participating in such meeting to communicate with each other simultaneously and instantaneously and a resolution passed by such a conference shall, provided such resolution is recorded in writing thereafter, notwithstanding that the Shareholders are not present together in one place at the time of the conference, be deemed to have been passed at a meeting of the Shareholders held on the day on which and at the time at which the conference was held:

7.4.8 The chairman of the Board shall serve as chairman of Shareholders meetings. The chairman of Shareholders meetings shall not have a casting vote.

7.4.9 The chairman of the Shareholders meeting shall procure that minutes are kept of such meeting.

7.4.10 Each Shareholder shall have the right by notice to the Company to appoint a permanent or temporary proxy to attend, speak at and vote at meetings on its behalf.

7.4.11 At any meeting, each Shareholder shall be entitled to one vote for each Share that such Shareholder holds.

7.4.12 Resolutions of Shareholders (other than resolutions requiring a greater majority in terms of this Agreement or in terms of Mauritian law), in order to be of force and effect, must be approved by at least 50.1% (fifty point one per cent) of the votes attached to the Shares.

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7.4.13 A resolution in writing by or on behalf of all Shareholders entitled to receive notice of a meeting of the Shareholders and vote on the matter the subject of the relevant resolution shall be as effective as if it had been passed at a meeting of the Shareholders duly convened and held, and may consist of several documents each executed by or on behalf of one or more Shareholders.

7.5 Where any interaction between any Shareholders and/or Directors is required, such interaction shall take place:

7.5.1 at a meeting held in Mauritius; or

7.5.2 at a meeting wholly or partially convened by telephone, electronic or any other communication facilities which permit all persons participating in such meeting to communicate with each other simultaneously and instantaneously.

8. KEYMAN INSURANCE

The Parties record and agree that it is the intention that, as soon as is reasonably possible after the Effective Date, the Company should obtain and maintain in full force and effect, for the exclusive benefit of the Company, key man insurance policies in respect of each of the Individuals of so much cover as the Board may from time to time decide is necessary and appropriate.

9. COMPANY COVENANTS

The Company hereby agrees with each of the Shareholders that it shall:

9.1 conduct its business with reasonable skill and care and in accordance with internationally recognised financial and business practices;

9.2 maintain at all times a firm of independent accountants as Auditors; and

9.3 obtain and maintain all insurances (if any) required by Mauritian law from time to time require.

10. RESERVED MATTERS

10.1 Save as expressly otherwise permitted in this Agreement or any Transaction Document, the Company shall not engage in, agree to, perform or undertake any of the following acts or matters, unless Shareholders holding at least 80% (eighty per cent) of the Shares approve:

10.1.1 the undertaking of any new activities outside the business and purpose set out in clause 3.1.1 or other business undertaken by the Company hereafter with the requisite approval hereunder, other than ancillary matters related thereto;

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10.1.2 the entering into any partnership, profit-sharing or royalty agreement or other similar arrangement whereby the Company’s income or profits are, or might be, shared with any other person;

10.1.3 subject to clause 5.6, the increase, alteration, acquisition by the Company, repurchase by the Company or reduction of the issued and/or authorised share capital and/or share premium of the Company, including the allotment and issue of shares in the Company and/or any buy back or redemption of its own shares by the Company and/or buy in of shares in the Company by any other member of the Group;

10.1.4 the issue of any long-term or convertible debentures;

10.1.5 the transfer of any shares of any class in any of the Company’s subsidiaries to any person other than the Company;

10.1.6 the incurring of long-term debts or any other material borrowing;

10.1.7 save as contemplated in clause 5.5.2.4, the application of any subscription monies for any purpose other than funding the working capital requirements of the Group;

10.1.8 seeking to dissolve, liquidate or wind-up the Company;

10.1.9 entering into any transaction with any person other than in the ordinary course of business, on ordinary commercial terms and on the basis of arms’ length arrangements;

10.1.10 instituting or defending any legal proceedings, other than those:

10.1.10.1 arising in the ordinary course of business; or

10.1.10.2 contemplated in clause 26;

10.1.11 changing the Financial Year;

10.1.12 changing the dividend policy of the Company;

10.1.13 amending any of the Transaction Documents, save in respect of the amending of the Constitution in accordance with clause 4;

10.1.14 the issue of guarantees or suretyships or indemnities of any unusual nature;

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10.1.15 the creation and modification of mortgages, liens or other charges on the Company’s assets;

10.1.16 the taking over or acquisition of the whole or a substantial part of the business of any other person or any merger or amalgamation with other companies or with any other business which would constitute a material transaction for the Company having regard to its assets and the business conducted by it;

10.1.17 discontinuance or suspension of any of the material business activities of the Company;

10.1.18 the making of any loan to any third party (other than the making of loans to any other member of the Group for purposes of funding their respective working capital requirements) other than in the ordinary course of business of the Company;

10.1.19 the establishment or implementation of or any changes in the Company’s financial policy (including but not limited to payments to Shareholders) or accounting policies which might adversely affect one of the Shareholders;

10.1.20 the conclusion and/or implementation of any transaction with any Shareholder or any person who Controls such Shareholder or any officer or director of the Company or any relative of any of the aforegoing or any created entity in which any of the aforegoing has an interest or which have an interest in the Shareholder;

10.1.21 a compromise generally with the Company’s creditors;

10.1.22 the incorporation or acquisition of a subsidiary of the Company;

10.1.23 the appointment, dismissal and/or determination and/or increase of the remuneration of the managerial level of employees of the Company;

10.1.24 the payment of any management fees by the Company to any third party;

10.1.25 the construction of any plants intended to treat third party Concentrate. The protection contained in this clause 10.1.25 shall cease to be of any force and effect upon any Entity (which is not a direct or indirect shareholder of SPM on the Signature Date) acquiring more than 50% of SPM’s issued share capital after the Signature Date;

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10.1.26 the conclusion of financial or suspensive sale contracts, or contracts binding the Company to any on-going financial commitments over and above any provision made for the same in the then current budget or business plan of the Company,

or any of the aforegoing insofar as it concerns a member of the Group.

10.2 Each of the Parties hereby undertakes and agrees that such amendments shall be made to this Agreement and/or the other Transaction Documents as may be necessary from time to time to comply with Applicable Law, the FSC or any other rules and regulations applicable to the Company.

11. INTELLECTUAL PROPERTY RESERVED MATTERS

11.1 Save as expressly contemplated in this Agreement, and for so long as Lifezone is the holder of at least 20% (twenty per cent) of the Shares, no member of the Group shall engage in, agree to, perform or undertake any of the following acts or matters without the prior written consent of Lifezone (which consent may be granted or withheld in Lifezone’s absolute discretion):

11.1.1 the conclusion or amendment of any agreement providing for:

11.1.1.1 the disposal, cessation, assignment or licensing of all or any part of the Group’s intellectual property; and/or

11.1.1.2 the disposal, cessation, assignment or sub licensing of all or any part of the Intellectual Property other than as contemplated in the KellTech Licence or the KellPlant Licence;

11.1.2 the commencement of any steps to register or otherwise claim ownership of any intellectual property which falls or which may fall within the scope of the KellTech Licence or the KellPlant Licence;

11.1.3 subject to clause 28 (Confidentiality), and in particular clause 28.2.1, which clause shall override, and prevail over, the provisions of this clause 11.1.3 if there is any conflict between the provisions of that clause and the provisions of this clause 11.1.3, any decision to disclose to any third party any confidential information in relation to the Intellectual Property;

11.1.4 the entry into any agreement or arrangement, the taking of any steps or the omission to take any action in each case which is likely to materially and adversely affect the Intellectual Property and the ability of the Company to use and benefit from the Intellectual Property;

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11.1.5 the undertaking or permitting of any merger, consolidation or reorganisation or transforming the Company into any other type of Entity;

11.1.6 selling or otherwise disposing of the whole or a substantial part of the business, or the whole or a substantial part of the assets or undertaking, of the Company; and

11.1.7 the sale or other disposal of any material asset of the Company (including but not limited to the goodwill of the Company and/or any of its intangible assets other than in the ordinary course of business.

12. PARTY UNDERTAKINGS

Each Party undertakes to use all reasonable efforts:

12.1 to procure that the Company obtains and maintain all relevant licenses, authorisations and approvals relating to the Company and its proposed purpose;

12.2 to procure that the Company is managed in a manner such that it is lawfully and properly not subject to Taxes in any jurisdiction other than Mauritius, including, without limitation, that:

12.2.1 the effective management of the Company is in Mauritius and not in any other jurisdiction; and

12.2.2 the Company will not have a permanent establishment in any jurisdiction other than Mauritius; and

12.3 to procure that the Company keeps itself updated with all developments in respect of tax legislation or practice applicable to the it and notifies the Shareholders if it becomes aware of any such development which (in its reasonable opinion) is, or is reasonably likely to be, of material relevance to the Company or any Shareholder in its capacity as such.

13. FINANCIAL AND OTHER INFORMATION

13.1 Without prejudice to a Shareholder’s rights under the law of Mauritius, any Shareholder shall be entitled to carry out a review of the affairs of the Company at its own cost and, provided that the relevant Shareholder gives the Company reasonable written notice, the Company shall make available all its books and records for this purpose and the Shareholder and/or the Shareholder’s accountant shall be entitled to attend at the Company’s premises for the purpose of carrying out such review; provided that attendances and inspections undertaken by or on behalf of the Shareholder pursuant to this clause 13.1 shall be carried out during normal business hours and in such a manner as not to interfere with the operations of the Company.

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13.2 Each Shareholder shall be entitled to receive, and the Company shall promptly deliver, upon written request, the following:

13.2.1 copies of any Transaction Document;

13.2.2 such information as the Company shall be required to provide to the Shareholders pursuant to any Applicable Law; and

13.2.3 such additional information that a Shareholder may reasonably request, at such Shareholder’s cost, including any information relating to anti-money laundering matters and details of the internal procedures and controls established for the purposes of preventing the Company from becoming an instrument for money laundering, fraud or other corrupt or illegal purposes or practices.

14. LOCK IN

14.1 None of Lifezone, Orkid or the New Investor will be permitted to dispose of any of its Shares in the Lock-in Period unless:

14.1.1 It does so with the prior written consent of each of the others;

14.1.2 It does so to a Transferee Affiliate in accordance with the provisions of clause 15; or

14.1.3 It is required to do so in accordance with: (a) clause 17, or (b) the provisions of the security documents contemplated in clause 5.6.3.

15. TRANSFERS OF SHARES - GENERAL

15.1 Subject to Applicable Law, each of the Shareholders undertakes to the other Shareholders that it will not (either directly or indirectly) sell, transfer, assign or exchange or otherwise dispose of all or any part of the Shares held by it (a “Transfer”) otherwise than in accordance with the provisions of this clause 15, clause 16 and/or clause 17 and the Company shall refuse to register or give effect to any Transfer made in contravention of this clause 15, clause 16 and/or clause 17, as applicable.

15.2 Notwithstanding clause 15.1, any Shareholder shall be entitled to Transfer any of the Shares held by it to a Transferee Affiliate and shall notify the Board in writing of such proposed transfer at least 10 (ten) Business Days prior to it taking place.

15.3 A Transferee Affiliate’s acquisition of Shares shall be conditional on the Transferee Affiliate providing an undertaking to the Company that it shall remain a Transferee Affiliate of the Transferring Shareholder for as long as it holds such Shares and any breach of this

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undertaking shall constitute an event contemplated in clause 17.1.7. If the deemed offer resulting therefrom does not result in the Transferee Affiliate disposing of its Shares pursuant to clause 17, the Transferee Affiliate shall, within 30 (thirty) days of the relevant Shares failing to be Disposed in terms of clause 17, Transfer all Shares held by it back to the Shareholder from which the Shares were Transferred and if the Transferee Affiliate fails to Transfer all Shares held by it back to the Shareholder from which the Shares were Transferred then such failure shall constitute a breach of a material term of this Agreement.

15.4 Any Transfer in terms of clause 15.2 shall not take place unless:

15.4.1 the Transferee Affiliate has signed a Deed of Adherence; and

15.4.2 the transferring Shareholder has undertaken, in writing, to the other Shareholders and the Company, that it shall guarantee the performance by the Transferee Affiliate of all of its obligations in terms of the Transaction Documents to the extent that such transferring Shareholder is a party to the Transaction Documents.

15.5 The Parties acknowledge that no Transfer, whether voluntary or involuntary, shall be made or shall be valid or effective:

15.5.1 if such Transfer would cause a material violation by any Party of any applicable law or regulation;

15.5.2 if such Transfer would cause the Company to cease to be a private company limited by shares or to dissolve or otherwise to change its status;

15.5.3 if such Transfer would cause the Company to be subject to material additional obligations or material additional liabilities,

and the Company may require any Shareholder seeking to Transfer its Shares, at such Shareholder’s own cost, to provide a legal opinion addressed to the Company confirming that such Transfer will not cause any of the results described above.

15.6 No Transfer shall be valid or effective until:

15.6.1 such Transfer has been recorded in the register of members of the Company, in respect of which the principles set out in clauses 3.3.4 and 3.3.5 shall apply mutatis mutandis; and

15.6.2 the relevant transferee shall have entered into a Deed of Adherence.

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15.7 The Parties undertake to comply with the Applicable Law in respect of any Transfer of Shares.

15.8 Subject to clause 16.13, any Shareholder seeking to Transfer its Shares shall pay all expenses, including legal fees, reasonably incurred by the Company in connection therewith.

15.9 Each Shareholder acknowledges that it may not Transfer any Shares if such Transfer would result in a violation of any laws or regulations applicable to such Transfer, and may not Transfer any of the securities comprised in the Shares other than as Shares and in accordance with the Agreement, and that any Transfer of Shares or the securities comprised therein in contravention of the above provisions shall be null and void and of no force whatsoever, shall not be registered in the records of the Company, and the Company shall not recognise such Transfers as being binding on it. The Company may request any person intending to become a Shareholder, and at such person’s own cost, to provide a legal opinion addressed to the Company confirming such person’s compliance with the requirements of this clause 15.9.

16. TRANSFERS OF SHARES – PRE-EMPTIVE RIGHTS

16.1 Unless otherwise agreed in writing by all of the Shareholders, a Shareholder may Transfer the Shares held by it only in terms of this clause 16 and any other provision of this Agreement specifically providing for the Transfer of Shares, and only if in one and the same transaction, it likewise disposes of a portion of its Claims on loan account pro rata to the number of Shares being Transferred. Accordingly, all references in this clause 16, clause 24 and any other provision of this Agreement relating to the Transfer by a Shareholder of its Shares shall, unless the context otherwise requires, be deemed to apply also to the pro rata portion of the Claims on loan account of the holder of such Shares.

16.2 A Shareholder (“Disposer”) shall only be entitled to Transfer that number of its Shares which comprise: (a) not less than [***]% ([***] per cent) of the entire issued Share capital of the Company, if such Disposer owns Shares comprising [***]% ([***] per cent) or more of the entire issued Share capital of the Company at such point in time; or (b) all (but not some) of its Shares, if such Disposer owns Shares comprising less than [***]% ([***] per cent) of the entire issued Share capital of the Company at such point in time, (the “Offered Shares”) and should it wish to do so, the Disposer shall offer such Shares by notice in writing to the remaining Shareholders (“the Other Shareholders”) pro rata to their respective Proportionate Interests (“First Shareholder Offer”) stating –

16.2.1 the number of Shares being offered and the price, sounding in money in US Dollars (and, for the avoidance of doubt, Shareholders can only dispose of their

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Shares for cash in US Dollars), at, and the terms and conditions upon which, the Disposer proposes to sell the Shares; and

16.2.2 the name of the proposed transferee (“the Proposed Transferee”) to whom the Disposer intends selling the Offered Shares and its ultimate beneficial owner, and including a copy of an offer received from the Proposed Transferee, which offer must be unconditional, firm and final, not be subject to the conduct of any due diligence and may be subject only to the usual regulatory approvals (including shareholder approval if required by the rules of any recognised stock exchange).

16.3 The First Shareholder Offer shall be capable of acceptance by the Other Shareholders giving written notice to that effect to the Disposer (“Other Shareholders Written Notice”) prior to the expiry of 45 (forty five) days after receipt of the First Shareholder Offer (“Offer Period”) which acceptance shall be subject to the proviso that such acceptance will only be valid if no Surplus Shares (as defined in clause 16.4.2) remain following the application of clause 16.4. The Other Shareholders Written Notice may include an Additional Acceptance referred to in clause 16.4.1, which Additional Acceptance will become relevant if there are any Surplus Shares.

16.4 If:

16.4.1 any Other Shareholder/s (“Surplus Offeree/s”) accepts the entire First Shareholder Offer made to it and in such acceptance also accepts to any extent (“Additional Acceptance”) the First Shareholder Offer made to any other Other Shareholders referred to in clause 16.4.2; and

16.4.2 any other Other Shareholders do not accept the First Shareholder Offer in respect of certain of the Shares that had been offered (“Surplus Shares”),

then the Surplus Shares shall be deemed, on the expiry of the Offer Period, to have been offered to the Surplus Offeree/s, with the proportion of Surplus Shares deemed to have been offered to each Surplus Offeree being the same proportion as exists between the number of Shares held by each Surplus Offeree and the total number of Shares held by all such Surplus Offerees, as at the First Shareholder Offer and shall (subject to there being Surplus Shares available following the application of clause 16.4) to the extent of their Additional Acceptances be deemed to have been accepted by the Surplus Offeree/s. If, after the deemed offer and acceptance, there remain any Surplus Shares in respect of which the First Shareholder Offer has not been deemed to be accepted, then the deemed offer and acceptance provided for in this clause 16.4 shall be repeated as many times as is necessary to ensure that either there are no Surplus Shares in respect of which the First Shareholder

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Offer has not been accepted (in which case all of the Shares contemplated in the First Shareholder Offer will be Transferred to the relevant Other Shareholder/s) or there is no remaining Additional Acceptance which could (in terms of this clause 16.4) result in Surplus Shares being sold to a Surplus Offeree, and, at this juncture, there are Surplus Shares, whichever occurs sooner. The Disposer shall give written notice of the circumstances referred to in clauses 16.4.1 and 16.4.2 to all the Other Shareholders.

16.5

If, following the application of clause 16.4, there remain Surplus Shares in respect of which the First Shareholder Offer has not been accepted, none of the Shares contemplated in the First Shareholder Offer shall be sold to the Other Shareholders and, accordingly, no such offer will be deemed to have been accepted by any of the Surplus Offerees and, furthermore, all of the Shares contemplated in the First Shareholder Offer shall constitute Remaining Offered Shares (as defined in clause 16.6).

16.6 If after the application of clauses 16.2, 16.3 and 16.4, the Shares Offered pursuant to the First Shareholder Offer are not purchased (the “Remaining Offered Shares”), and thus clause 16.5 has been applied, the Disposer shall (subject to the provisions of clause 24) be entitled within a further period of 30 (thirty) days, but not thereafter, without again making an offer to the Other Shareholders in terms of clause 16.2, dispose of all (but not some) of the Remaining Offered Shares to the Proposed Transferee only, at a price per Share not lower than the price per Share contemplated in the First Shareholder Offer and on terms not more favourable to the Proposed Transferee. For the avoidance of doubt, Remaining Offered Shares shall constitute all of the Shares contemplated in the First Shareholder Offer.

16.7 The fact that the Disposer gives any third party customary warranties relating to the Shares (excluding any profit warranty) shall not by itself constitute terms more favourable than those given to the Other Shareholders who will not be given any warranties (other than that the Disposer will be the sole registered and beneficial owner of the relevant Shares and will be entitled to give free and unencumbered title thereof to the Other Shareholders), and the Parties agree that the giving of any warranties to a third party shall not serve as a method of permitting the third party to pay a lower purchase price to frustrate the pre-emption.

16.8 If the First Shareholder Offer is accepted in writing by any of the Other Shareholders (“Accepting Shareholders”) then, if any one of the Accepting Shareholders breaches their obligations pursuant to the sale resulting from the acceptance of the Offer (“Breaching Shareholder’) then the Disposer shall be entitled to cancel the sale between itself and the Breaching Shareholder by notice in writing to the Breaching Shareholder within 3 (three) Business Days of becoming aware of the relevant breach and the provisions of clauses 16.4 and 16.6 shall apply mutatis mutandis to the Shares which were to be acquired by the Breaching Shareholder and, if, following the applications of clause 16.4, any Shares

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contemplated in the First Shareholder Offer have not been sold to a Surplus Offeree, the provisions of clauses 16.6 and 16.7 shall apply.

16.9 If, whilst an Offer is pending in terms of clause 16.2, the provisions of clause 17.1 become operative in respect of those Shares so offered, then at the election of the Other Shareholders holding more than [***]% ([***] per cent) of the Shares excluding the Shares forming the subject of the First Shareholder Offer (which election shall be made in writing and delivered to the Offeror within 48 (forty-eight) hours after the provisions of clause 17.1 become operative), the First Shareholder Offer in terms of clause 16.2 shall be deemed to be withdrawn and substituted with the deemed offer in terms of clause 17.

16.10 Subject to clause 16.11, Transfer of any Shares acquired in terms of this clause 16 shall be given to the Entity so acquiring them against receipt of payment in full therefor and the principles set out in clauses 3.3.4 and 3.3.5 shall apply mutatis mutandis to such Transfer.

16.11 Notwithstanding anything to the contrary herein contained, no Share shall be transferred to a non-Shareholder (including the heirs or beneficiaries of any Shareholder) unless:

16.11.1 it meets the requirements of clauses 15.5; and

16.11.2 it signs a Deed of Adherence.

16.12 Any Disposer shall be entitled to stipulate as a condition of such sale that:

16.12.1 the Disposer shall be released as a surety or guarantor or indemnitor on behalf of the Company, subject to the purchaser(s) of the Shares in question binding himself as surety or guarantor or indemnitor in his stead; or

16.12.2 if the release contemplated in clause 16.12.1 cannot be achieved, or pending such release being implemented, the Disposer shall be indemnified by the purchaser of the Shares against any claims made against the Disposer by reason of such suretyship, guarantee or indemnity. Such purchaser shall be liable for any amount payable in terms hereof together with any Tax that may be payable thereon.

16.13 The Transferee, in respect of any Shares acquired pursuant to this clause 16, shall pay any Tax arising as a result of the registration of the Shares payable thereon.

17. DEEMED OFFERS

17.1 Reference hereinafter to the “Offering Shareholder” shall mean:

17.1.1

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17.1.1.1 any Shareholder other than Orkid which ceases to be ultimately Controlled, directly or indirectly, by the person/s that Control it: (a) on the Signature Date, if such Shareholder is the New Investor or Lifezone; or (b) on the date upon which such Shareholder became a Shareholder; and/or

17.1.1.2 Lifezone, if (at any time after the Signature Date) Liddell and his wife [***] cease to own in excess of [***]% of the issued ordinary shares of Lifezone; and/or

17.1.1.3 Lifezone, if: (a) (at any time after the Signature Date) Liddell and his wife [***] have ceased to own in excess of [***]% of the issued ordinary shares of Lifezone as a result of Lifezone raising capital by way of a rights issue in order to enable it to utilise substantially all such capital to follow its rights under a Rights Issue as contemplated in the post-amble below, (b) after (a) has occurred Liddell and/or his wife [***] dispose of any of the shares held by them in Lifezone and/or Liddell’s and/or his wife [***] shareholding in Lifezone is further diluted, (c) on the date of such disposal or dilution. Orkid owns at least [***]% of the Shares and (d) and no Entity has acquired Control of Orkid after the Signature Date,

other than in instances (in the case of 17.1.1.1, 17.1.1.2 and 17.1.1.3) where such change arises in Lifezone (a) by virtue of Lifezone raising capital by way of a rights issue in order to enable it to utilise substantially all such capital to follow its rights under a Rights Issue provided that Lifezone does so follow its rights under the Rights Issue and utilises substantially all capital raised by it to do so and notifies the other Parties of such change and provides them with all relevant details of how such change has been effected or (b) where such change arises in Lifezone as a result of the death of either of Liddell and/or [***] or both.

17.1.2 the provisional trustee or the provisional liquidator of any Shareholder who is provisionally sequestrated or provisionally liquidated;

17.1.3 any Shareholder which is unable (or admits inability) to pay its debts generally as they fall due, or is (or admits to being) otherwise insolvent or stops, suspends or threatens to stop or suspend payment of all or a material part of its debts, or proposes or seeks to make or makes a general assignment or any arrangement or composition with or for the benefit of its creditors or a

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moratorium is agreed or declared or takes effect in respect of or affecting all or a material part of its indebtedness;

17.1.4 any Shareholder, where the board of such Shareholder resolves to commence administration or business rescue proceedings;

17.1.5 any Shareholder, where any provision of an agreement to which that Shareholder is party is cancelled or suspended (whether entirely, partially or conditionally) by any liquidator, business rescue practitioner, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of such company or any of its assets;

17.1.6 any Shareholder which is a trust if it ceases to operate entirely for the benefit of one or more of those who are beneficiaries on the date when the trust first becomes a Shareholder; and

17.1.7 any Shareholder who commits a breach of a material term of clauses 14, 15, 16, 18, 21 or 24 and fails to remedy same within 30 (thirty) days of the receipt of written notice from another Shareholder or the Company requiring such Shareholder to remedy the breach in question.

17.2 As soon as an event contemplated in any one of clauses 17.1.1 to 17.1.7 occurs, the Offering Shareholder shall notify the Company thereof in writing.

17.3 Within sixty (60) days after the occurrence of any event contemplated in clauses 17.1.1 to 17.1.7 the Company shall if so requested by any Shareholder by notice in writing to the Shareholders, compel the Offering Shareholder to offer its Shares to the other Shareholders (the “Remaining Shareholders”) at a price sounding in money in US Dollars being the agreed percentage (the “Relevant Percentage”) of the fair market value of the Offering Shareholder’s Shares (calculated as follows: the Fair Market Value shall be determined; and the fair market value of 1 (one) of the Offering Shareholder’s Shares shall be determined by dividing the Fair Market Value by the number of Shares in issue) and the Offering Shareholder’s Claims. The Relevant Percentage will be:

17.3.1 in respect of a breach of clause 17.1.1 or a breach of a material term of clause 14 which is not remedied within the required period, [***]% ([***] per cent);

17.3.2 in respect of a breach of clauses 17.1.2 to 17.1.7 (excluding a breach of a material term of clause 14) [***]% ([***] per cent).

17.4 As soon as the price has been notified in writing to the Remaining Shareholders and the Offering Shareholder, the Offering Shareholder shall be deemed to have offered the Shares

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to the Remaining Shareholders (if more than one in proportions agreed among them or if not so agreed proportionately to their shareholding) at the price as agreed or determined. Such offer shall be open for acceptance thereafter for a period of 45 (forty five) days (the “Deemed Offer Period”).

17.5 Any Shares held by the Offering Shareholder shall, during the Deemed Offer Period, cease to confer upon the Offering Shareholder the right to receive notice of, attend and vote at any Shareholders’ meeting, or to receive and vote on any proposed written resolution or to exercise any pre-emption or other right and such Shares shall not be counted in determining the total number of votes which may be cast at any such meeting or for the purposee of a written resolution of any Shareholders or in determining entitlements to pre-emption or other rights.

17.6 The proportionate share of the purchase price so agreed or determined of each Remaining Shareholder who accepts the offer shall be payable by way of direct electronic funds transfer in immediately available funds immediately against delivery of the Shares in question in the manner contemplated in clause 16.10, or if any regulatory approvals are required, on the last regulatory approval having been obtained.

17.7 Provided that in determining the purchase price payable for the Shares, account shall have been taken of the liabilities in respect of which the Offering Shareholder may have given the guarantees, suretyships and indemnities referred to below, each of the Remaining Shareholders who accepts the offer shall use his reasonable endeavours (subject to the provisos mutatis mutandis in clause 17.8) to procure the release of the Offering Shareholder pro rata (in the same ratio as the Shares so purchased by it in terms of this clause 17 bear to all the Shares held by the Offering Shareholder) from any liability which the Offering Shareholder may have under any guarantees, suretyships and indemnities which may have been given by the Offering Shareholder for the Company’s obligations. If in determining such price no such liability was taken into account, each of the Remaining Shareholders who accepts the offer shall use his reasonable endeavours to procure such release, on the same pro rata basis referred to above, only in respect of any liability arising after the acceptance of the deemed offer. Until the release as aforesaid is procured, each of the Remaining Shareholders who accepts the offer indemnifies the Offering Shareholder against any such liability, on the same pro rata basis referred to in clause 17.4.

17.8 The Shares shall be delivered in transferable form to each of the Remaining Shareholders which have accepted the offer in clause 17.4 against payment of the purchase price and the principles set out in clauses 3.3.4 and 3.3.5 shall apply mutatis mutandis to such Transfer. If the Offering Shareholder does not deliver the Shares in transferable form on the due date any other Shareholder of the Company is irrevocably and in rem suam appointed as the attorney and agent of the Offering Shareholder to sign the necessary transfer forms and the

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Company will be entitled to cancel the Share certificate/s of the Offering Shareholder without the delivery of same being necessary.

17.9 If the offer is not accepted in respect of the whole of any such Shares, the Offering Shareholder shall retain such Shares subject to the remaining provisions of this Agreement (and, for the avoidance of doubt, no Shares will be Transferred pursuant to this clause 17).

17.10 The provisions of clauses 16.1, 16.3, 16.4, 16.8, 16.10 and 16.13 shall apply mutatis mutandis to this clause 17.

18. REFERRAL OF CORPORATE OPPORTUNITIES

18.1 Subject to clause 14 (Improvements) of the KellTech Licence, each Shareholder (for so long as it remains a Shareholder) agrees that any opportunities in respect of Kelltechnology or the Intellectual Property or technology similar to Kelltechnology or which competes with Kelltechnology in any manner whatsoever within the Licensed Territory (each a “Subject Opportunity”), which come to the attention of any of the Shareholders or members of their Shareholder Group (“Related Entities”) shall be offered (and in respect of the Related Entities, the relevant Shareholder (as the case may be) shall procure that such offer is made) forthwith in writing (“Opportunity Notice”) in the first instance to the Board (with copies of the Opportunity Notice to each of the Shareholders) to consider.

18.2 The Opportunity Notice shall be delivered by the relevant Shareholder (as the case may be) (the “Proposing Person”) and shall include all information (subject to compliance with all regulatory and contractual restrictions on disclosure, provided that the Proposing Person shall be obliged to use its reasonable endeavours to procure that any third party in whose favour such contractual restrictions operate consents to the Proposing Person furnishing the information contemplated in this clause 18) known by the Proposing Person in relation to the Subject Opportunity. The Proposing Person shall be entitled to request that appropriate confidentiality undertakings are signed prior to the delivery of the Opportunity Notice.

18.3 The Shareholders shall procure that a Directors Meeting is held as soon as reasonably possible after receipt by the Board of the Opportunity Notice for purposes of considering whether the Company shall pursue the Subject Opportunity. The Directors of the relevant Party which sends the Opportunity Notice shall be obliged to recuse themselves from the Directors Meeting at which the Board decides whether to pursue the Subject Opportunity and for purposes of establishing if a quorum at such meeting such Directors shall be deemed to have been present at such Directors Meeting. The Board shall have 30 (thirty) days after receipt of the Opportunity Notice to notify the Proposing Person whether the Company shall pursue all, but not a part, of the Subject Opportunity (the “Acceptance Notice”).

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18.4 If:

18.4.1 the Board delivers the Acceptance Notice within the aforementioned 30 (thirty) day period, the Proposing Person and the Related Entities shall not directly or indirectly pursue the Subject Opportunity and the Company shall be obliged to pursue the Subject Opportunity; or

18.4.2 the Board does not deliver the Acceptance Notice to the Proposing Person within the aforementioned 30 (thirty) day period, the Proposing Person and/or the Related Entities shall be entitled to pursue the Subject Opportunity and such pursuit of the Subject Opportunity shall, in such circumstances, not constitute a breach of clause 21.

19. SPM TO COMMIT SPM GROUP CONCENTRATE

19.1.1 For so long as Orkid or a member of the SPM Group is a Shareholder holding at least 15% (fifteen per cent) of the Company’s entire issued Share capital, SPM agrees to enter into, or procure that the relevant member of the SPM Group (SPM or such relevant member being the “Relevant SPM Company”) enters into, an agreement (the “Relevant Agreement”) with KellPlant on arm’s length terms for KellPlant to process all Concentrate produced at Designated Mines to the fullest extent that KellPlant has capacity to process such Concentrate, provided that it is Financially and Technically Feasible and Sensible for the SPM Group for such agreement to be entered into and provided further that: notwithstanding anything to the contrary contained in this Agreement or elsewhere, the Relevant SPM Company agrees to:

19.1.1.1 the construction (and the funding structure related thereto) of any plant intended to treat Concentrate of any member of the SPM Group; and

19.1.1.2 the principal design and operating parameters, and in particular the design capacity of any plant intended to treat Concentrate of any member of the SPM Group.

19.1.2 in relation to agreements in which the Relevant SPM Company has agreed to commit such Concentrate to a third party for a fixed term as at the date hereof:

19.1.2.1 the Relevant SPM Company will not be obliged to terminate such agreements before the expiry of such fixed term, but will be obliged to terminate such agreement at the first opportunity that it is able to do so under the applicable rules relating to such termination without

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being in breach of such rules (whether such rules are recorded in the relevant written contract or otherwise);

19.1.2.2 the Relevant SPM Company will not voluntarily extend any fixed term or permit any fixed term to be extended save where the counterparty has a right to extend the fixed term as at the date of this agreement;

19.1.2.3 the Relevant SPM Company will not after the date of this agreement voluntarily agree to amend the rules relating to termination of any such arrangements to the detriment of KellPlant;

19.1.3 Richtrau No 123 Proprietary Limited (“Richtrau”) is a party to an agreement dated 7 November 2012 (as amended by a first addendum thereto dated 7 November 2012 and a second addendum thereto dated 27 November 2012) between, inter alia, it and [***] in terms of which Richtrau is obliged to commit the Concentrate produced pursuant to ore mined on the farm Magazynskraal 3 JQ to [***] and accordingly such Concentrate will never be available for processing by KellPlant;

19.1.4 in relation to other agreements which are not for a fixed term as at the date hereof, in which the Relevant SPM Company has agreed or will agree to commit Concentrate to a third party:

19.1.4.1 the Relevant SPM Company will be obliged to terminate such agreement at the first opportunity that it is able to do so under the applicable rules relating to such termination without being in breach of such rules (whether such rules are recorded in the relevant written contract or otherwise);

19.1.4.2 the Relevant SPM Company will not after the date of this agreement voluntarily agree to apply a fixed term to such arrangements and will not agree to amend the rules relating to termination of any such arrangements to the detriment of KellPlant;

19.1.5 the Relevant SPM Company will only be obliged to terminate arrangements to the extent that KellPlant has undertaken that it will be able to process the relevant Concentrate as at the date of such termination and to this end the parties will procure that KellPlant will keep SPM advised of its capacity to process Concentrate.

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19.2 The Relevant Agreement shall be subject to usual and customary terms and conditions in an agreement of such nature.

19.3 The Relevant SPM Company shall not be obliged to terminate any agreements pursuant to which it has undertaken to commit such Concentrate to a third party until such time as the agreement to be entered into between the Relevant SPM Company and KellPlant pursuant to clause 19.1.1 above has become unconditional in all respects save for any conditions contained therein requiring the Relevant SPM Company to terminate any agreements pursuant to which it has undertaken to commit such Concentrate to a third party.

19.4 Subject to the terms and conditions of the Relevant Agreement, it is specifically agreed that any increases in recovered metals howsoever arising from the use of, or related in any way to, Kelltechnology or the process in respect thereof, shall accrue to the Relevant SPM Company.

20. SPM GUARANTEE

20.1 SPM hereby guarantees the obligations of Orkid and any Transferee Affiliate of Orkid which becomes a Shareholder in terms of this Agreement and SPM agrees that if any of the aforesaid Entities fails to pay or perform in full when due any of its obligations, SPM shall, upon written demand by the relevant Party so claiming payment or performance, immediately pay or perform the same to the extent that such performance or payment remains unperformed or unpaid by the aforesaid Entities when due and that in the case of any extension of time for payment or performance or renewal of any of such obligations, the same shall be promptly paid or performed to the extent that such performance or payment remains unperformed or unpaid by such aforesaid Entities when due in accordance with the terms of such extension or renewal.

20.2 Such payment will be made without “benefice de discussion” under Article 2021 and following of the Civil Code and without “benefice de division” under Article 2026 and following of the Civil Code.

20.3 For the avoidance of doubt and notwithstanding any other provision of this agreement to the contrary, the obligations of SPM under this clause are principal (and not accessory) obligations and nothing contained in this clause shall constitute a suretyship or “cautionnement”. SPM hereby expressly acknowledges and agrees that it is therefore precluded from raising as a defence, or otherwise, and from relying in any manner whatsoever on any of the exceptions which may from time to time be applicable to a surety or to a “cautionnement”.

20.4 The guarantee under this clause is unconditional and irrevocable, and the liability of SPM in terms of this clause shall not, unless prohibited by law, be prejudiced, affected or diminished

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by any time or waiver granted to or composition with Orkid or any other person; the variation, compromise, renewal or release or refusal or neglect to perfect or enforce any rights, remedies or securities against Orkid or any other person; any variation of or extension of the due date for performance of any term of this agreement (with the intent that SPM’s obligations under this clause shall apply to such term as varied or in respect of the extended due date) or any increase, reduction, exchange, acceleration, renewal, surrender, release or loss of or failure to perfect any of Orkid’s obligations under this agreement or any non-presentment or non-observance of any formality in respect of any instruments; any change in the name or constitution of SPM, Orkid or any other person; any legal limitation, disability, incapacity or other circumstances relating to Orkid or any other person or any amendment or supplement to or variation of this agreement; the merger, amalgamation, absorption, liquidation or winding up of Orkid; the bankruptcy or insolvency of Orkid; the merger, amalgamation, absorption, liquidation or winding up of any Party; or the absence or deficiency of powers on the part of SPM to give guarantees or any irregularity in the exercise of such powers.

20.5 Without prejudice to the provisions of clause 20.4, SPM expressly acknowledges that the other Parties are at liberty, upon notification to SPM, to release or discharge, or make any act or omission, the legal consequences of which is to release or discharge Orkid, or to enter into any composition or compound with, or promise to grant time or any other indulgence or forbearance to, or not to sue Orkid. SPM further expressly acknowledges and agrees that its obligations under this clause shall not be affected or impaired by any of the aforesaid acts of any other Party.

20.6 This guarantee shall be enforceable against SPM notwithstanding any additional guarantee or security provided or to be provided by Orkid to the other Parties shall be, at the time when the proceedings are taken against SPM on this guarantee, outstanding or unrealisable or lost.

20.7 SPM waives generally all immunity it or its assets or revenues may otherwise have in any jurisdiction, including immunity in respect of the giving of any relief by way of injunction, interdict or order for specific performance or for the recovery of assets or revenue; and the issue of any process against its revenues or assets for the enforcement of a judgement or, in an action in rem for the arrest, detention or sale of any of its assets and revenues.

21. RESTRAINT UNDERTAKING

21.1 It is acknowledged and agreed by each Shareholder that by reason of:

21.1.1 its association with the Company; and

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21.1.2 the opportunities which may be made available to the Shareholders following this Agreement becoming unconditional,

each of the Shareholders will:

21.1.3 acquire considerable know-how in and will learn of the Group’s techniques relating to all aspects of the Group’s businesses and activities;

21.1.4 have access to the names of customers, suppliers, licensors, principals and agents with whom the Group does business;

21.1.5 have the opportunity of forging personal links with customers, suppliers, licensors, employees and agents of the Group;

21.1.6 generally have the opportunity of learning and acquiring the trade secrets, business connections and other confidential information pertaining to the Group’s businesses and affairs; and

21.1.7 be in a position to cause the Group considerable financial loss should it choose to use its knowledge and expertise and contacts with business connections of the Group, either for its own account or in association with any other person, Entity or syndicate, or as a consultant to or shareholder or owner of any such Entity.

21.2 Accordingly each of the Shareholders hereby agrees that for so long as it is a Shareholder and for a period of 24 (twenty four) months after the date upon which it ceases to be a Shareholder (the “Restraint Period”), it and every member of its Shareholder Group will honour and abide by the provisions of this clause 21.

21.3 Each of the Shareholders shall not, at any time during the Restraint Period, whether as proprietor, partner, director, shareholder, member, employee, consultant, contractor, financier, agent, representative, assistant, trustee or beneficiary of a trust, Controller of any Entity or otherwise and whether for reward or not, directly or indirectly:

21.3.1 carry on; or

21.3.2	be interested or engaged in or concerned with or employed by any company, close corporation, firm, undertaking or concern which carries on,
in the Licensed Territory, any activity of whatsoever nature carried on in competition with (“Competitive Activity”) each and every business undertaking carried on by each of the members of the Group at the commencement of and from time to time during the Restraint Period, in the conduct of its business in the normal, ordinary and regular course, save that in

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respect of Orkid, SPM, any of Orkid’s Transferee Affiliates and/or any member of the SPM Group that becomes bound by the provisions of this Agreement (the “Relevant SPIN Entities”) the business conducted by the Relevant SPM Entities as at the Effective Date shall not constitute Competitive Activity and the aforesaid definition of “Competitive Activity” shall, in respect of the Relevant SPM Entities, be limited to the Relevant SPM Entities licensing as licensor, having an equity interest in and/or owing any intellectual property which competes with Kelltechnology in the Licensed Territory during the Restraint Period (the “Protected Business”).

21.4 Each of the Shareholders undertakes that it will not at any time during the Restraint Period and whether for reward or not, directly or indirectly:

21.4.1 encourage or entice or incite or persuade or induce any senior employee of the Group to terminate his employment by the Group;

21.4.2 furnish any information or advice (whether written or oral) to any employee to whom clause 21.4.1 applies or to any prospective employer of such employee or use any other means which are directly or indirectly designed, or in the ordinary course of events calculated, to result in any such employee terminating his employment by the Group and/or becoming employed by or directly or indirectly in any way interested in or associated with any other company, close corporation, firm, undertaking or concern,

	or attempt to do so.
21.5	Each of the undertakings set out in this clause 21 (including those appearing in a single clause) is severable inter alia as to -

21.5.1 nature of interest, act or activity;

21.5.2 the categories of activity falling within the definition of Protected Business;

21.5.3 the categories of activity falling within the definition of Competitive Activity;

21.5.4 the individual magisterial districts within each country which falls within the Licensed Territory;

21.5.5 each country falling within the definition of the Licensed Territory;

21.5.6 each company falling within the definition of the Group;

21.5.7 each month falling within the Restraint Period;

21.5.8 each of the Shareholders,

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and are acknowledged to be reasonably required for the protection of the Group and are generally fair and reasonable.

21.6 Each of the Shareholders acknowledges that the Company will suffer financial harm and loss if it, any member of its Shareholder Group and/or any Entity Controlled by it breaches any provision of this clause 21. The restraint undertakings embodied in this clause 21 shall be enforceable at the instance of any one or more of the members of the Group and constitutes an irrevocable offer in favour of any member of the Group which is not a Party to this Agreement, which may be accepted by such member at any time by giving written notice to that effect to the Shareholder in question.

21.7 SPM agrees to be bound by the provisions of this clause as if it were a “Shareholder’.

22. REGULATORY AUTHORITY

Notwithstanding anything to contrary herein contained, if the approval of any regulatory authority (“Regulatory Authority”) is required to any transaction contemplated in this Agreement (including under the pre-emption clauses), the Parties shall co-operate with each other in order to present the necessary documentation to the relevant Regulatory Authority as soon as reasonably possible and to the extent that any time periods have been imposed in this Agreement for the completion of the particular transaction, which are inappropriate having regard to the time period permitted to the relevant Regulatory Authority to consider the matter, the time periods in question in this Agreement shall be extended sufficiently so as to enable the relevant Parties to be afforded a reasonable opportunity to obtain the necessary approval/s.

23. RIGHT FOR POTENTIAL PURCHASER TO CONDUCT A DUE DILIGENCE

23.1 No Shareholder which is in possession of confidential information relating to the Company, shall disclose such information to any potential purchaser of its Shares unless:

23.1.1 such Shareholder is satisfied that the potential purchaser is a serious bona fide potential purchaser;

23.1.2 each Shareholder provides its written consent to such disclosure (such consent to not to be unreasonably withheld); and

23.1.3 the potential purchaser and each Shareholder signs an appropriate confidentiality agreement contemplated in clause 23.2.

23.2 Any Entity which has a serious bona fide interest in purchasing Shares shall be entitled, at the request of a Shareholder, subject to such Entity signing a confidentiality agreement in favour of all of the Shareholders in a form approved by each Shareholder (acting reasonably), to:

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23.2.1 have access, but only at the premises of the Company (or elsewhere as determined by the Shareholders together), to appropriate documents of the Group if any, necessary for the potential purchaser to make an informed decision as to whether to purchase the Shares and at what price. Such potential purchaser shall not be entitled to make copies of the documents; and

23.2.2 interview the managing director/chief executive officer (and any other employee of the Company agreed to in writing by the managing director/chief executive officer) but no other employees whatever without the written approval of all of the Shareholders.

23.3 As soon as a Shareholder becomes aware of any breach of the aforesaid confidentiality agreement, it shall forthwith notify the other Shareholders and the Company thereof in writing and provide the other Shareholders and the Company with all information in its possession in respect of such breach.

24. COME ALONG AND TAG ALONG

24.1 Come Along

24.1.1 If a bona fide third party and/or a party acting in concert with such third party (the “Potential Acquirer”) makes an offer or a series of inter-related offers to purchase all of the Shares on identical pro rata terms and provided that:

24.1.1.1 During the Lock-in Period Shareholders holding not less than [***]% ([***] per cent) of the issued ordinary shares of the Company; or

24.1.1.2 After the Lock-in Period Shareholders holding not less than:

24.1.1.2.1 [***]% ([***] per cent) of the issued ordinary shares of the Company if there are more than 2 Shareholders

24.1.1.2.2 [***]% ([***] per cent) of the issued ordinary shares of the Company if: (a) there are only 2 Shareholders; (b) Orkid holds more than [***]% ([***] per cent) of the issued ordinary shares of the Company; (c) Orkid has been issued Conversion Shares pursuant to clause 5.5.3; and (d) ignoring the Conversion Shares issued to Orkid, Orkid would not have held more than [***]% ([***] per cent) of the issued ordinary shares of the Company.

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wish to accept such offer in respect of their Shares (after first having complied with the relevant provisions of clause 16 and yet no sale between the Shareholders takes place in terms of clause 16) then the remaining Shareholders in the Company shall be obliged to accept the offer of the Potential Acquirer in respect of all their Shares.

24.1.2 Each of the Shareholders irrevocably and in rem suam appoints any of the other Shareholders at the time as his attorney and agent to do all such things as may be necessary to comply with the provisions of this clause.

24.2 Tag Along

24.2.1 If any Shareholder/s (the “Accepting Shareholder/s”) receives an offer or a series of inter-related offers from the same bona fide third party and/or a party acting in concert with such third party which it wishes to accept, or makes an offer or a series of inter-related offers to the same third party and/or a party acting in concert with such third party, to sell Shares (whether directly or indirectly) which constitute in excess of [***]% ([***] per cent) of the issued share capital of the Company to such third party and/or a party acting in concert with such third party (the “Potential Purchaser”) then the Accepting Shareholder/s shall forthwith notify all of the other Shareholders (the “Other Shareholder”) thereof in writing (the “Notice”) and, after first having complied with the relevant provisions of clause 16 and yet no sale between the Shareholders takes place in terms of clause 16, the Other Shareholder shall have the right to elect (by way of written notice to the Accepting Shareholder/s by not later than the expiry of the 5th (fifth) day of the 30 (thirty) day period mentioned in clause 16.6) (the “Election Notice”) to require that the Potential Purchaser makes the same offer to acquire the same proportion of Other Shareholder’s Shares as it offered to acquire from the Accepting Shareholder/s on mutatis mutandis the same terms and conditions as those on which the Potential Purchaser wishes to (directly or indirectly) acquire the Accepting Shareholder/s’ Shares (“Reciprocal Offer”). If the Other Shareholder delivers the Election Notice in accordance with this clause 24.2.1 then the Accepting Shareholder/s undertakes in favour of the Other Shareholder, prior to selling in excess of [***]% ([***] per cent) of the issued share capital of the Company to the Potential Purchaser, to procure that the Other Shareholder receives a Reciprocal Offer. If the Other Shareholder exercises its election in terms of this clause 24.2.1, for the avoidance of doubt, it shall be required to take up all and not only part of the Reciprocal Offer.

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24.2.2 If the Other Shareholder does not timeously exercise its election contemplated in clause 24.2.1 then the Accepting Shareholder/s shall not be restricted, in any manner whatsoever, from disposing of its Shares (whether directly or indirectly) to the Potential Purchaser on terms and conditions which are not more favourable to it than the terms and conditions offered in the offer contemplated in clause 24.2.1.

24.2.3 Each of the Shareholders irrevocably and in rem suam appoints any of the other Shareholders at the time as his attorney and agent to do all such things as may be necessary to comply with the provisions of this clause.

25. FAIR MARKET VALUE

25.1 The Parties record that and agree that whenever the Fair Market Value is required to be determined for the purposes of this Agreement, it shall be determined on the day of the occurrence of the relevant event.

25.2 When the Fair Market Value is to be determined:

25.2.1 the Parties shall meet by not later than 5 (five) Business Days after the occurrence of the relevant event and attempt to agree the Fair Market Value in writing, acting reasonably; and

25.2.2 if the Parties: (a) fail to meet timeously in accordance with clause 25.2.1; or (b) meet timeously in accordance with clause 25.2.1 but fail to reach agreement on the Fair Market Value within 10 (ten) days of so meeting, then, in the case of either (a) or (b) occurring, any of the Parties shall be entitled to refer the matter to the Independent Valuers for determination. The Independent Valuers shall determine the Fair Market Value based on accepted market practices at the time. In so making such determination, the Independent Valuers shall act as experts and not arbitrators.

25.3 The Parties shall use their reasonable endeavours to ensure that the process/es contemplated in 25.2.1 and, if applicable, 25.2.2 are completed expediently and shall provide the Independent Valuers and the other of them with all information and documentation required by the Independent Valuers in order to determine the Fair Market Value as soon as is reasonably possible after such matter has been referred to the Independent Valuers for determination.

25.4 The Independent Valuers will be such independent and reputable intellectual property valuation practice group which is a CLP (Certified Licensing Professional) as may be agreed between the Parties, or failing agreement within 10 (ten) Business Days from the date of a

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request by any of them for such agreement, appointed by the chairman for the time being of Certified Licensing Professionals, Inc.. If that person fails or refuses to make the aforesaid appointment, any Party may approach the Mauritian courts to make such an appointment. To the extent necessary, the Parties agree that the Mauritian courts are expressly empowered to make such appointment.

26. LEGAL PROCEEDINGS

Notwithstanding any other provisions of this Agreement, should any Shareholder deem it necessary that the Company institute or defend any action or legal proceedings or enforce any of the rights which the Company may have (“Action”) against any Shareholder or any member of a Shareholder Group or any Controller of any Shareholder or any member of a Shareholder Group, any of the Individuals or any Entity Controlled by any of the Individuals; any of the Directors; any member of the Group; and/or any director of any member of the Group (the “Defendant Group”) then such Shareholder shall refer the matter to a meeting of the Board. If the Board does not take such Action within 30 (thirty) days (or such shorter period as may be reasonable and necessitated by the circumstances) after the matter has been referred to it, then such Shareholder (the “Proposer”) shall, provided that the holders of a majority of the Shares (excluding those held by the Defendant Group) agree in writing, be authorised to take all such steps and sign all such documents as may be necessary to take such Action, and shall be authorised to determine and control the manner in which such Action is taken, on behalf of the Company; provided that -

26.1 should the Company be ordered or agree in settlement to pay any amount (including any legal costs) as a result of taking such Action, then such Proposer shall refund to the Company the excess, if any, of such amount over the amount, if any, (including any legal costs) which becomes payable to the Company as a result of taking such Action; and

26.2 such Proposer shall bear all legal costs associated with taking the Action, but should the Company have a court order or reasonable settlement granted in its favour in the circumstances then the Company shall refund to such Proposer the amount of all costs (including any legal costs) which such Proposer may have paid or incurred on behalf of the Company in taking such action.

27. REPRESENTATIONS AND WARRANTIES

Each of the Parties represents and warrants as at the Signature Date, as at the Effective Date and as at the date upon which it becomes a Party to this Agreement:

27.1 it is a company duly incorporated and in good standing under the laws of its jurisdiction of incorporation as set out on clause 1 of this Agreement;

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27.2 it has the corporate power, capacity and authority, and all licences, approvals and consents required by it to conduct its business as is contemplated to be carried on by this Agreement;

27.3 each of the Transaction Documents to which it is a party has been duly authorised and executed by it and constitutes its valid and legally binding obligations, enforceable against it in accordance with its terms; and

27.4 the execution and delivery of each of the Transaction Documents to which it is a party by it and the performance of its duties and obligations thereunder do not result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement or any licence, permit or certificate, to which it is a party or by which it is bound, or require any authorisation or approval under or pursuant to any of the foregoing, or violate any statute, regulation, law, order, writ, injunction, judgment or decree to which it is subject, which breach, default, failure to obtain authorisation or violation would materially adversely impair its ability to carry out its obligations under the Transaction Documents.

28. CONFIDENTIALITY

28.1 Save as provided in this clause 28, each Party shall, and shall procure that its Affiliates and subsidiaries and their respective officers, directors, employees, agents, auditors and advisors shall, treat as confidential all information relating to any other Party or relating to their respective businesses that is of a confidential nature and which is obtained by that Party in terms of, or arising from the implementation of this Agreement, which may become known to it by virtue of being a Party (together, the “Protected Information”), and shall not reveal, disclose or authorise the disclosure of any such Protected Information to any third party or use (save for the permitted use of the Protected Information by the Company) such Protected Information for its own purpose or for any purposes.

28.2 The obligations of confidentiality in clause 28.1 shall not apply in respect of the disclosure or use of such information in the following circumstances:

28.2.1 in respect of disclosures of the Protected Information by the Company to a third party where such disclosure is made in the proper conduct of the business of the Company and such disclosure is made subject to a suitable written confidentiality undertaking signed by the third party protecting the confidential nature of the Protected Information;

28.2.2 in respect of any information which is previously known by such Party (other than as a result of any breach or default by any Party or other person of any agreement by which such confidential information was obtained by such Party);

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28.2.3 in respect of any information which is in the public domain (other than as a result of any breach or default by any Party);

28.2.4 any disclosure to any Party’s professional advisors, executive staff, board of directors or similar governing body who (i) such Party believes have a need to know such information, and (ii) are notified of the confidential nature of such information and are bound by a general duty of confidentiality in respect thereof materially similar to that set out herein;

28.2.5 any disclosure required by law or by any court of competent jurisdiction or by any regulatory authority or by the rules or regulations of any stock exchange;

28.2.6 any disclosure by a Shareholder to the effect that it is a shareholder in the Company;

28.2.7 any disclosure made by a Shareholder made in accordance with that Shareholder’s proper pursuit of any legal remedy in respect of this Agreement;

28.2.8 any disclosure by a Shareholder to its shareholders or members pursuant to any reporting obligations that Shareholder may have to its shareholders or members, provided that each such shareholder or member is notified of the confidential nature of such information and is bound by a general duty of confidentiality in respect thereof materially similar to that set out herein; or

28.2.9 any disclosure made by the Company in accordance with clause 21.

28.3 In the event that a Shareholder is required to disclose confidential information as contemplated in clause 28.2.5, such Shareholder will:

28.3.1 advise any Party/ies in respect of whom such information relates (the “Relevant Party/ies”) in writing prior to disclosure, if possible;

28.3.2 take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can;

28.3.3 afford the Relevant Party/ies a reasonable opportunity, if possible, to intervene in the proceedings;

28.3.4 comply with the Relevant Party/ies’ reasonable requests as to the manner and terms of such disclosure; and

28.3.5 notify the Relevant Party/ies of the recipient of, and the form and extent of, any such disclosure or announcement immediately after it was made.

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28.4 The Company may by notice in writing be entitled to demand the prompt return of the whole or any part of any confidential information supplied by or on behalf of the Company to any Shareholder, other than any confidential information which a Shareholder is entitled to retain pursuant to the terms of the Transaction Documents, and each Shareholder hereby undertakes to comply promptly with any such demand.

29. BREACH

This clause is subject to the provisions of clause 3.8.

29.1 Should any Party (the “Defaulting Party”) commit a breach of any of the provisions hereof, then any other Party (each an “Aggrieved Party”) shall, if it wishes to enforce its rights hereunder, be obliged to give the Defaulting Party 14 (fourteen) days written notice to remedy the breach. Subject to clause 29.2, if the Defaulting Party fails to comply with such notice, the Aggrieved Party shall not be entitled to cancel this Agreement (and in this regard the Parties agree that the cancellation of this Agreement in the event of a breach would be an inappropriate and insufficient remedy and that irreparable damage would occur if the provisions of this Agreement were not complied with) against the Defaulting Party but shall be entitled to claim damages and/or specific performance.

29.2 If before the Effective Date, Orkid becomes aware that a breach of a warranty or covenant contained in clause 3.5, 3.6 and/or 3.7 has occurred (or would have occurred but for the suspension of this Agreement in terms of clause 2) then Orkid shall, provided that it has given written notice (the “Written Notice”) to Lifezone or Liddell (as the case may be) requiring it/him to remedy that breach within 14 (fourteen) days of the date of its/his receipt of the Written Notice (during which time period Orkid shall not be obliged to pay any amounts to Liddell and/or Lifezone under this Agreement) and Lifezone or Liddell (as the case may be) has failed to remedy that breach within that 14 (fourteen) day period, be entitled to cancel this Agreement (without penalty) prior to the Effective Date, without prejudice to Orkid’s right to claim damages, if any. Notwithstanding anything to the contrary contained in this Agreement if Orkid sends the Written Notice to Lifezone or Liddell (as the case may be) before 3 (three) Business Days after the fulfilment and/or waiver of the suspensive conditions in clause 2.1 (as the case may be) (the “Relevant Date”) and the notice period contemplated in the Written Notice expires after the Relevant Date then the Effective Date shall be 3 (three) Business Days after the date upon which the notice period contemplated in the Written Notice expires.

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30. NOTICES

30.1 The Parties choose as their address for service for all purposes under this Agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature (including the exercise of any option), the following addresses:

30.1.1 the Company:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

With copies to each of the Shareholders at their addresses specified pursuant to this clause 30.

30.1.2 Lifezone:

Physical: [***]

Postal: [***]

Fax: [***]

Attention: [***]

With a copy to: [***]

And to: [***]

And to:	[***]          [***]
	[***]

Fax: [***]

For attention: [***]

30.1.3 Orkid and SPM:

Physical: [***]

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Postal: [***]

Fax: [***]

For the attention of: [***]

With a copy to: [***] 

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

30.1.4 Liddell:

Physical and postal: [***]

With a copy to (physical and postal): [***]

Email: [***] with a copy to [***]

For the attention of: [***]

30.2 Any notice or communication required or permitted to be given in terms of this Agreement shall be valid and effective only if in writing but it shall be competent to give notice by fax but not by e-mail unless the relevant Party has specified an e-mail address in clause 30.1 above, in which case it shall be competent to give notice to such Party by way of e-mail.

30.3 Any Party may by notice to any other Party change the physical address chosen as its address for service vis-a-vis that Party to another physical address the relevant jurisdiction or its fax number, provided that the change shall become effective vis-a-vis that addressee on the 10^th (tenth) Business Day from the receipt of the notice by the addressee.

30.4 Any notice to a Party:

30.4.1 sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at an address chosen as its address for service to which post is delivered shall be deemed to have been received on the 7^th (seventh) Business Day after posting (unless the contrary is proved);

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30.4.2 delivered by hand to a responsible person during ordinary business hours at the physical address chosen as its address for service shall be deemed to have been received on the day of delivery; or

30.4.3 sent by fax to its chosen fax number stipulated in clause 30.1, shall be deemed to have been received on the date of despatch (unless the contrary is proved), provided that the sender has received a receipt indicating proper transmission.

30.5 Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen address for service.

31. GOVERNING LAWS

31.1 This Agreement is governed by, and all disputes, claims, controversies, or disagreements of whatever nature arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, termination or enforceability, (a “Dispute”) shall be resolved in accordance with the laws of Mauritius.

31.2 Notwithstanding anything to the contrary contained in clause 32, any Party shall be entitled to apply for any interdict (or any other matter that cannot be resolved pursuant to clause 32) to be heard by any competent court having jurisdiction.

32. SETTLEMENT OF DISPUTES

32.1 Amicable Settlement

If any Dispute arises between any of the Parties, they shall use all reasonable endeavours to resolve the matter amicably and in good faith. If one Party gives any other Party notice that a Dispute has arisen and the Parties are unable to resolve such Dispute within 30 (thirty) days of service of such notice, then such Dispute shall be referred to the respective chairmen or chief executives or other nominated senior representative of the Parties in dispute. No Party shall resort to arbitration against any other Party under this Agreement until at least 30 (thirty) days after such referral. This shall not affect a Party’s right to seek interim relief.

32.2 Arbitration

32.2.1 Unless provided for to the contrary in this Agreement, a Dispute which arises in regard to:

32.2.1.1 the interpretation of;

32.2.1.2 the carrying into effect of;

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32.2.1.3 any of the Parties’ rights and obligations arising from;

32.2.1.4 the termination or purported termination of or arising from the termination of; or

32.2.1.5 the rectification or proposed rectification of this Agreement, or out of or pursuant to this Agreement or on any matter which in terms of this Agreement requires agreement by the Parties, (other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction),

and which is not resolved in accordance with clause 32.1, shall be submitted to and decided by arbitration under the rules of the London Court of International Arbitration (the “LCIA Rules”), and such rules are deemed to be incorporated by reference into this clause.

32.2.2 The seat and place of arbitration shall be in Mauritius with only the Parties and their representatives present thereat.

32.2.3 The Parties shall use their reasonable endeavours to procure the expeditious completion of the arbitration.

32.2.4 Save as expressly provided in this Agreement to the contrary, the arbitration shall be subject to the arbitration legislation for the time being in force in Mauritius.

32.2.5 There shall be one arbitrator who shall, if the question in issue is:

32.2.5.1 primarily a legal matter, a practising senior counsel or, alternatively, a practising attorney of not less than 15 (fifteen) years’ experience as an attorney; or

32.2.5.2 any other matter, a suitably qualified person.

32.2.6 The appointment of the arbitrator shall be agreed upon by the Parties in writing or, failing agreement by the Parties within 10 (ten) Business Days after the arbitration has been demanded, at the request of any of the Parties shall be nominated by the LCIA Court in accordance with the LCIA Rules.

32.2.7 The Parties shall keep the evidence in the arbitration proceedings and any order made by any arbitrator confidential unless otherwise contemplated herein.

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32.2.8 The arbitrator shall be obliged to give his award in writing fully supported by reasons.

32.2.9 The provisions of this clause are severable from the rest of this Agreement and shall remain in effect even if this Agreement is terminated for any reason.

32.2.10 The arbitrator shall have the power to give default judgment if any Party fails to make submissions on due date and/or fails to appear at the arbitration, which judgment the arbitrator shall be entitled to rescind on good cause shown in terms of the legal principles applicable to rescission of judgments.

33. WHOLE AGREEMENT, NO AMENDMENT

33.1 This Agreement and the other Transaction Documents together set out the entire understanding of all the Parties with respect to the subject matter hereof, and supersede and replace any other agreements and/or discussions, written or oral.

33.2 No amendment or consensual cancellation of this Agreement or any provision or term thereof or of any agreement or other document issued or executed pursuant to or in terms of this Agreement and no settlement of any disputes arising under this Agreement and no extension of time, waiver, or relaxation or suspension of or agreement not to enforce or to suspend or postpone the enforcement of any of the provisions or terms of this Agreement or of any agreement or other document issued pursuant to or in terms of this Agreement shall be binding unless recorded in a written document signed by the Parties (or in the case of an extension of time, waiver, relaxation or suspension, signed by the Party granting such extension, waiver, relaxation or suspension). Any such extension, waiver, relaxation or suspension which is so given or made shall be construed strictly as relating only to the matter in respect whereof it was made or given.

34. FURTHER ASSURANCE

Each Party shall, at the reasonable request of any other Party, perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by any statute, ordinance, judicial decision, executive order, regulation, common law, rule, or by-law of any jurisdictions that is applicable to such Party in order to completely and punctually implement and/or give effect to this Agreement.

35. COSTS

Each of the Parties shall bear its own legal, accountancy and other costs, charges and expenses in connection with the negotiation and execution of this Agreement.

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36. SEVERABILITY

Any provision in this Agreement which is or may become illegal, invalid or unenforceable in any jurisdiction affected by this Agreement shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be treated pro non scripto and severed from the balance of this Agreement, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

37. THIRD PARTY RIGHTS

No part of this Agreement shall constitute an offer in favour of any person who is not a party to the Agreement capable of acceptance by any person who is not a party to the Agreement.

38. NO CESSION AND ASSIGNMENT

Except as expressly provided in this Agreement which expressly states that cession, delegation or assignment may take place, no Party shall be entitled to cede, assign, transfer or delegate all or any of its rights, obligations and/or interest in, under or in terms of this Agreement to any third party without the prior written consent of the other Parties (which consent shall not be unreasonably withheld).

39. EXECUTION IN COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement as at the date of signature of the Party that signs its counterpart last in time.

40. NO PARTNERSHIP / JOINT VENTURE

Nothing in this Agreement shall be construed so as to render the Parties or any of them a partnership, association or joint venture or as creating a partnership, association or joint venture.

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Signed by the Parties on the following dates and at the following places respectively:

For:	LIFEZONE LIMITED
Signature:	/s/ [***]
	who warrants that he / she is duly authorised thereto
Name:	[***]
Date:	16 April 2014
Place:	[***]

For:	LIFEZONE SA VENTURES LIMITED
Signature:	/s/ [***]
	who warrants that he / she is duly authorised thereto
Name:	[***]
Date:	16 April 2014
Place:	[***]

For:	ORKID S.à r.l.
Signature:	/s/ [ILLEGIBLE]
	who warrants that he / she is duly authorised thereto
Name:	[ILLEGIBLE]
Date:	[ILLEGIBLE]
Place:	[ILLEGIBLE]

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For:	SEDIBELO PLATINUM MINES LIMITED
Signature:	/s/ [ILLEGIBLE]
	who warrants that he / she is duly authorised thereto
Name:	[ILLEGIBLE]
Date:	[ILLEGIBLE]
Place:	[ILLEGIBLE]

Note: the representative of Sedibelo Platinum Mines Limited must write in his/her own handwriting the following:

“I confirm that I have read and approved clause 20 (SPM Guarantee) and that Sedibelo Platinum Mines Limited is good for the sums guaranteed under that clause.”

 

For:	KEITH [***] LIDDELL
Signature:	/s/ Keith Liddell
	who warrants that he / she is duly authorised thereto
Name:	Keith Liddell
Date:	16 April 2014
Place:	[***]

Schedules and other similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

Schedule 1 - Form of Deed of Adherence

[***]

Schedule 2 - The Respective Accounts

[***] 

 

Addendum

between

Lifezone Limited

and

ORKID S.à. r.l.

and

Sedibelo Platinum Mines Limited

and

The Industrial Development Corporation of South Africa Limited

and

Kelltech Limited (previously named Lifezone SA Ventures Limited)

and

Keith [***] Liddell

and

Kelltechnology South Africa (RF) Proprietary Limited (previously named
Kellplant Proprietary Limited)

Table of Contents

Page

1. Introduction 1

2. Suspensive Conditions 1

3. Amendments 2

4. Continuation of the Agreement 2

5. Execution in Counterparts 2

This Addendum is made between:

(1) Lifezone Limited (Company No. 081243 C2/GBL) (“Lifezone”);

(2) ORKID S.à r.l. (Registration No. B 167 777) (“Orkid”);

(3) Sedibelo Platinum Mines Limited (Registration No. 54400) (“SPM”);

(4) The Industrial Development Corporation of South Africa Limited (a corporation established in terms of section 2 of the Industrial Development Corporation Act of 1940) (“IDC”);

(5) Kelltech Limited (previously named Lifezone SA Ventures Limited) (Company No. 084564 C1/GBL) (“Kell Mau”);

(6) Keith [***} Liddell ([***]) (“Liddell”); and

(7) Kelltechnology South Africa (RF) Proprietary Limited (previously named Kellplant Proprietary Limited) (Registration No. 2008/026628/07) (“Kell SA”).

Whereas it is agreed as follows:

1. Introduction

1.1 The parties (the “Parties”) to this addendum (this “Addendum”) wish to amend the following agreements on the basis set out in this Addendum:

1.1.1 The licence agreement entered into between Lifezone. Kell Mau and Liddell dated 16 April 2014 (as amended) (the “Kelltech Mauritius Licence Agreement”):

1.1.2 The licence agreement entered into between Kell Mau and Kell SA dated 16 April 2014 (as amended) (the “Kelltech South Africa Licence Agreement”); and

1.1.3 The shareholders agreement entered into between Lifezone, Orkid, SPM, Kell Mau and Liddell 16 April 2014 (as amended) (the “Kelltech Mauritius Shareholders Agreement”),

collectively the “Transaction Documents”.

1.2 All capitalised terms used but not defined in this Addendum shall, unless the context otherwise requires, bear the same meaning ascribed to them in the Transaction Documents.

2. Suspensive Conditions

2.1 Clause 3 (Amendments) is subject to the fulfilment of the suspensive condition that by no later than 30 June 2020 (or such later date or dates as Kell Mau may notify the other Parties of in writing) (the “Longstop Date”) any approvals required to be given by any one or more relevant regulatory authority with jurisdiction over any of the Parties, in terms of any legislation and/or any regulations having the force of law that are required in order for this addendum to be implemented (the “Regulatory Approvals”) (if required) have been granted either unconditionally or subject to such conditions as the Party which is subject thereto is (acting reasonably) satisfied with. It is agreed that if no Regulatory Approvals are required then the suspensive condition set out in this clause 2.1 shall be fulfilled on the date on which Kell Mau sends a written notice to the other Parties notifying the other Parties that no Regulatory Approvals are required.

2.2 Forthwith after the date upon which this Addendum is signed by the last of the Parties to do so (the “Signature Date”), the Parties shall use their respective reasonable endeavours and co-

3

operate in good faith to procure the fulfilment of the suspensive condition, to the extent that it is within their power to do so, as expeditiously as reasonably possible.

2.3 Unless the suspensive condition has been fulfilled by no later than the Longstop Date, the amendments contemplated in clause 3 (Amendments), will never become of any force or effect and none of the Parties will have any claim against any other Party in terms hereof or arising from the failure of the suspensive conditions, save for any claims arising from a breach of clause 2.2, as well as any breach of any of the provisions of this Addendum which became effective on the Signature Date.

2.4 Each of the Parties hereby expressly consents to the amendments to each of the Transaction Documents set out in clause 3.1.

3. Amendments

3.1 The Parties wish to amend all of the Transaction Documents so that Kell SA’s rights in respect of Kelltechnology as set out in the Kelltech South Africa Licence Agreement apply to the Republic of South Africa and Zimbabwe. Accordingly, with effect from the date upon which the suspensive condition set out in clause 2 (Suspensive Conditions) is fulfilled:

3.1.1 the Kelltech Mauritius Licence Agreement is amended by:

(a) replacing the words “South Africa” wherever they appear in clause 4.3.1 with the words “the Licensed Territory”;

(b) replacing the phrase“; and” which appears in the last line of clause 4.3.1 with “.”;

(c) deleting clause 4.3.2 entirely; and

(d) replacing clause 2.3.2 with the following: “2.3.2 on a non-exclusive basis as contemplated in clause 4.2.”

3.1.2 the Kelltech South Africa Licence Agreement is amended as follows:

(a) the definition of Licensed Territory in clause 1.2.16 is replaced with the following ““Licensed Territory” means Angola, Botswana, Democratic Republic of Congo, Lesotho, Malawi, Madagascar, Mozambique, Namibia, Swaziland, Tanzania, Zambia, Zimbabwe, South Africa and Seychelles;”;

(b) the words “South Africa” in clauses 2.2 and 2.3 are replaced with the words “the Licensed Territory”,

3.1.3 the Kelltech Mauritius Shareholders Agreement is amended by replacing the words “South Africa” where they appear in the definition of “KellPlant Licence” in clause 1.2.36 with the words “the Licensed Territory”.

4. Continuation of the Agreement

Save as specifically contemplated in this Addendum, the Transaction Documents shall continue to be of force and effect on the basis of their original terms and conditions as amended pursuant to any addenda thereto that were entered into prior to the Signature Date.

5. Execution in Counterparts

This Addendum may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement as at the date of signature of the Party that signs its counterpart last in time.

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SIGNED by the Parties on the following dates and at the following places respectively:

For:	LIFEZONE LIMITED
Signature:	/s/ [***]
	who warrants that he / she is duly authorised thereto
Name:	[***]
Date:	4 December 2019
Place:	[***]
For:	ORKID S.à. r.l.
Signature:	/s/ E. Clarke
	who warrants that he / she is duly authorised thereto
Name:	E. Clarke
Date:	4 December 2019
Place:	[***]
For:	SEDIBELO PLATINUM MINES LIMITED
Signature:	/s/ E. Clarke
	who warrants that he / she is duly authorised thereto
Name:	E. Clarke
Date:	4 December 2019
Place:	[***]
For:	THE INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTH AFRICA LIMITED
Signature:	/s/ Z.R. Coetzee
	who warrants that he / she is duly authorised thereto
Name:	Z.R. Coetzee
Date:	15 May 2020
Place:	[***]

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For:	KELLTECH LIMITED
Signature:	/s/ [***]
	who warrants that he / she is duly authorised thereto
Name:	[***]
Date:	4 December 2019
Place:	[***]
For:	KEITH [***] LIDDELL
Signature:	/s/ K Liddell
	who warrants that he / she is duly authorised thereto
Name:	K. Liddell
Date:	4 December 2019
Place:	[***]
For:	KELLTECHNOLOGY SOUTH AFRICA (RF) PROPRIETARY LIMITED
Signature:	/s/ E. Clarke
	who warrants that he / she is duly authorised thereto
Name:	E. Clarke
Date:	4 December 2019
Place:	[***]

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From:
Orkid S.á r.l. (“Orkid”)
(registration no. B 167 777)
Legis House
11 New Street, St Peter Port
Guernsey
GY1 3EG   To:
KellTech Limited (“KellTech”)
(formerly Lifezone SA Ventures Limited)
(company no. 084564 C1/GBL)
4th Floor, Ebene Skies rue de (‘Institute
Ebene, Republic of Mauritius   Sedibelo Platinum Mines Limited (“SPM”)
(registration no. 54400)
Legis House
11 New Street, St Peter Port
Guernsey
GY1 3EG                   Lifezone Limited (“Lifezone”)
(attn: [***])
(company no. 081243 C2/GBL)
4th Floor, Ebene Skies rue de (‘Institute
Ebene, Republic of Mauritius   Keith Stuart Liddell (“Liddell”)
[***]  

22 May 2020

Dear Sirs

Amendments to the KellTech Mauritius arrangements

Further to discussions between the parties, the following amendments to the KellTech Mauritius arrangements have been agreed with effect from the date hereof.

1. We refer to the following KellTech Mauritius arrangements (together, the KellTech Documents):

1.1 the KellTech Mauritius Shareholders Agreement dated 16 April 2014 between Lifezone, SPM, Orkid, KellTech and Liddell, as amended, including by the first amendment to the KellTech Shareholders Agreement by way of a letter dated 29 May 2014 (the “KellTech Mauritius Shareholders Agreement”); and

1.2 the KellTech Mauritius Licence Agreement dated 16 April 2014 between Lifezone,

Liddell and KellTech Mauritius, as amended, including by the first addendum dated 12 February 2016 (the “KellTech Mauritius Licence”).

2. In each of the KellTech Documents:

2.1 the definition of “PGMs” will be amended by the replacement of the definition in its entirety with the following:

““PGMs” means (a) platinum, palladium, rhodium, ruthenium, iridium and osmium (all six being the metallic elements contained in the Platinum Group of the Periodic Table, “PGEs”) but only where the primary focus of the extraction process is on the extraction of one or more of the PGEs; (b) gold and silver (“Precious Metals”) but only where the primary focus of the extraction process is on the extraction of one or more of PGEs or one or more of the Precious Metals; and (c) nickel, copper, cobalt, and other metals, elements or compounds but only where the primary focus of the extraction process is on the extraction of one or more of the PGEs or one or more of the Precious Metals;”

2.2 the definition of “Patents” will be amended by the replacement of the definition in its entirety with the following:

““Patents” means, to the extent that they relate to Kelltechnology only,

(a)       South African Patent 2000/6600;

(b)       South African provisional patent application 2012/05222;

(c)       South African Patent No. 2014/09387;

(d)       African Regional Intellectual Property Organisation (“ARIPO”) Patent No. AP/P/2014/008110;

(e)       South African Patent No. 2015/08577;

(f)       ARIPO Patent No. AP/P/2015/008962;

(g)       South African Patent No. 2014/08684;

(h)       South African Patent No. 2017/05992;

(i)       ARIPO Patent No. AP/P/2015/008960;

(j)       South African Patent No. 2018/04188; and

(k)       ARIPO Patent No. AP/P/2018/010822,

and all patent applications and granted patents in the Licenced Territory in the same patent family as any of the aforementioned patent applications;”

2.3 the definition of “Intellectual Property” will be amended by the replacement of the definition in its entirety with the following (underlined text is underlined solely to indicate it is new):

““Intellectual Property” means all intellectual property rights relating to Kelltechnology of whatsoever nature, whether registered or unregistered, owned, licensed to or controlled by Lifezone in the Licensed Territory, including, without limitation, the inventions, information and technologies that form the subject matter of the Patents and the Know-How in each case relating to Kelltechnologv and all current and future improvements, variations and individual unit operations thereof, whether conceived of, developed and/or acquired by Lifezone and regardless of howsoever created;”

3. In the KellTech Mauritius Licence:

3.1 the definition of “Net Refinery Return” will be amended by the replacement of the definition in its entirety with the following (struckthrough text is struckthrough to indicate it has been deleted):

““Net Refinery Return” means the net revenue (alter deducting transport costs, customs clearing costs, refining charges and realizations) received from the sales of refined PGMs produced from Concentrate from a plant using Kelltechnology;”

3.2 clause 8.1.1 will be amended by the deletion of the proviso with the result that the amended clause 8.1.1 will be replaced in its entirety with the following:

“8.1.1 a royalty of [***] of Net Refinery Return arising from Concentrate originating from a member of the SPM Group that is processed using Kelltechnology by a member of the Group or the SPM Group;”

4. In the KellTech Mauritius Shareholders Agreement

4.1 Clause 1.2 is amended by the insertion of the following definitions:

17.1.1D Lifezone, if at any time between the Signature Date and the Addendum Date, the Liddells cease to own in excess of [***]% of the issued ordinary shares of Lifezone;

17.1.1E any Shareholder, other than Orkid or Lifezone, which ceases to be ultimately Controlled, directly or indirectly, by the person/s that Control it on the date upon which such Shareholder became a Shareholder;”

4.3 The following will be inserted as a new clause 17.11:

“17.11 As soon as reasonably possible after the issue or transfer of shares in Lifezone after the Addendum Date and before the Commissioning Date, Lifezone shall notify Orkid in writing of such change, including, for the avoidance of doubt, details of the acquirer of the relevant shares in Lifezone and what percentage of shares in Lifezone they constitute and (ii) in the event there was a transfer of shares in Lifezone, the details of the disposer of such shares.”

4.4 The following will be inserted in clause 17.3.1 after the number “17.1.1” and before the word “or”:

“or clauses 17.1.1A to 17.1.1E (both inclusive)”.

4.5 The parties to this letter note that on 4 December 2019, Lifezone, Orkid, SPM, KellTech, Liddell and Kelltechnology South Africa (RF) Proprietary Limited executed an addendum letter (“SADC Addendum”) which is still to be signed by IDC. The SADC Addendum, inter elle, amends clause 1.2.36 of the Kelltech Mauritius Shareholders Agreement. Notwithstanding the fact that IDC may sign the SADC Addendum after the parties to this letter sign this letter and notwithstanding the amendments to clause 1.2.36 contemplated in the SADC Addendum, the parties hereby agree that clause 1.2.36 of the Kelltech Mauritius Shareholders Agreement should read as follows (and hereby amend same):

“1.2.36 “KellPlant Licence” means the licence agreement entered into between the Company and KellPlant on or before the Effective Date (as amended from time to time) in terms of which, inter alia, the Company grants to KellPlant an exclusive licence to use the Intellectual Property in the Licensed Territory and the right to sublicense same on a non-exclusive basis in the Licensed Territory on the basis that such sub-licensees do not have the right to further sub-license the Intellectual Property;”.

Proposed amendments to the KellTech SA arrangements will be set out in a separate amendment letter.

This letter is governed by, and all disputes of whatever nature arising out of or in connection with this letter shall be resolved in accordance with the laws of Mauritius.

The provisions of clauses 32 (Settlement of Disputes) and 39 (Execution in Counterparts) of the KelI Tech Mauritius Shareholders Agreement will apply to this letter as if set out in full herein.

By our signature hereto, we hereby confirm our agreement with the contents of this letter:

“1.2.1.A “Addendum Date” means the date in May 2020 on which the Company, Orkid, Lifezone, SPM, and Liddell enter into the addendum agreement titled ‘Amendments to the KellTech Mauritius arrangements’ pursuant to which, inter alia, clause 17 of this Agreement is amended;.

1.2.11A “Commissioning Date” means the date on which a Kelltechnology plant: (a) is fully constructed; (b) has been handed over from the contractor to the Company (or any company Controlled by the Company); and (c) has been commissioned and is capable of operating;”.

4.2       Clause 17.1.1 is amended by the replacement of clause 17.1.1 with the following:

“17.1.1 Lifezone, if at any time between the Addendum Date and the Commissioning Date Liddell and/or his wife [***] (together the “Liddells”) hold fewer than [***]% of the issued shares in Lifezone;”

17.1.1A Lifezone, if at any time between the Addendum Date and the Commissioning Date, the Liddells, without the prior written consent of Orkid, such consent not to be unreasonably withheld or delayed or conditioned, transfer any share in Lifezone to any person other than:

(a) a person who at the time of the proposed transaction is a Lifezone shareholder and has been a Lifezone shareholder for at least 12 months;

(b) a person who at the time of the proposed transaction is a director of Lifezone or any company Controlled by Lifezone and has been a director of Lifezone or a director of any company Controlled by Lifezone for at least 12 months;

(c) a person who at the time of the proposed transaction is a fuII time or part time employee or consultant of Lifezone or any company Controlled by Lifezone and has been a full time or part time employee or consultant of Lifezone or any company Controlled by Lifezone for at least 12 months; or

(d) a person who at the time of the proposed transaction is a Lifezone Appointee for at least 12 months under any service agreement between Lifezone on the one hand and the Company or any company Controlled by the Company on the other;

(together, each an “Approved Person”);

17.1.1B Lifezone, if at any time between the Addendum Date and the Commissioning Date, Lifezone, without the prior written consent of Orkid, such consent not to be unreasonably withheld or delayed or conditioned, issues any share in Lifezone to a person other than an Approved Person;

17.1.1C For the avoidance of doubt, Orkid will be entitled to withhold its consent under clause 17.1.1A and/or clause 17.1.1B if the proposed transferee or issuee is a competitor of SPM and/or the Company;

Signature:	/s/ Erich Clarke
For and on behalf of:	Orkid S.à r.l.
Name:	Erich Clarke
	who warrants that he / she is duly authorised thereto
Date:	10 June 2020
Place:	[***]

By our signature hereto, we hereby confirm our agreement with the contents of this letter

Signature:	/s/ Erich Clarke
For and on behalf of:	Kelltech Limited
Name:	Erich Clarke
	who warrants that he / she is duly authorised thereto
Date:	29 May 2020
Place:	[***]

By our signature hereto, we hereby confirm our agreement with the contents of this letter

Signature:	/s/ [***]
For and on behalf of:	Lifezone Limited
Name:	[***]
	who warrants that he / she is duly authorised thereto
Date:	12 June 2020
Place:	[***]

By our signature hereto, we hereby confirm our agreement with the contents of this letter

Signature:	/s/ Erich Clarke
For and on behalf of:	Sedibelo Platinum Mines Limited
Name:	Erich Clarke
	who warrants that he / she is duly authorised thereto
Date:	10 June 2020
Place:	[***]

By our signature hereto, we hereby confirm our agreement with the contents of this letter

Signature:	/s/ Keith Liddell
For and on behalf of:	Keith [***] Liddell
Name:
	who warrants that he / she is duly authorised thereto
Date:	12 June 2020
Place:	[***]

EX-10.10

Exhibit 10.10

Certain information has been omitted from the exhibit because it is both (i) not material and (ii) of the type that the registrant customarily and actually treats as private or confidential. The omissions have been indicated by (“[***]”).

edward nathan sonnenbergs

johannesburg cape town durban stellenbosch

150 west street

sandown sandton johannesburg 2196

po box 783347 sandton south africa 2146

docex 152 randburg

tel +2711 269 7600 fax +2711 269 7899

info@problemsolved.co.za www.problemsolved.co.za

KELLTECH SA SUBSCRIPTION AND SHAREHOLDERS AGREEMENT

FINAL EXECUTION VERSION

entered into between

LIFEZONE LIMITED
(Company No. 081243 C2/GBL)

and

ORKID S.à r.l.

(Registration No. B 167 777)

and

THE INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTH AFRICA LIMITED

and

KELLTECH LIMITED (previously named Lifezone SA Ventures Limited)
(Company No. 084564 C1/GBL)

and

KELLPLANT PROPRIETARY LIMITED (to be renamed Kelltechnology South Africa (RF) Proprietary Limited or such other name as may be approved by the Companies and Intellectual Property Commission of South Africa)

(Registration No. 2008/026628/07)

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PREAMBLE

A. All capitalised terms in this preamble shall have the meaning attributed thereto in clause 1 of this Agreement.

B. Lifezone owns Kelltechnology and has licensed same to Kelltech Mauritius pursuant to the Lifezone Licence, Kelltech Mauritius has, in turn, entered into the Kelltech SA Licence with the Company. The Company intends incorporating a wholly-owned subsidiary, being KellPlant, and entering into the KellPlant Licence with KellPlant. It is the intention that KellPlant will build a plant that will, using Kelltechnology, leach PGM concentrate and produce platinum metal compounds.

C. The Parties have entered into this Agreement for the purposes of, inter alia: (i) enabling the Shareholders to regulate their relationships as shareholders in the Company: and (ii) setting out certain arrangements and understandings with respect to the Company.

WHEREBY IT IS AGREED AS FOLLOWS:

1. INTERPRETATION AND PRELIMINARY

The headings of the clauses in this Agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of this Agreement nor any clause hereof. Unless a contrary intention clearly appears:

1.1 words importing:

1.1.1 any one gender include the other two genders;

1.1.2 the singular include the plural and vice versa; and

1.1.3 natural persons include created entities (corporate or unincorporate) and the state and vice versa;

1.2 the following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings, namely -

1.2.1 “Affiliate” means in relation to any Shareholder:

1.2.1.1 each Entity in which that Shareholder has a direct or indirect interest of at least [***]%;

1.2.1.2 each Entity which has a direct or indirect interest of at least [***]% in that Shareholder; or

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1.2.1.3 each Entity in respect of which the Controller of such Shareholder has a direct or indirect interest of at least [***]%;

1.2.2 “Agreement” means this subscription and shareholders agreement, including the Schedules hereto;

1.2.3 “Applicable Law” means any statute, ordinance, judicial decision, executive order, regulation, common law, rule, or by-law of any jurisdictions that are applicable to the relevant Party;

1.2.4 “Board” means the board of Directors of the Company from time to time;

1.2.5 “BFS” means a bankable feasibility study consisting of a definitive marketing (including broad anticipated Toll Treatment Terms), technical, environmental, economic and engineering feasibility study of the Plant, conducted to a bankable standard;

1.2.6 “Business Day” means a day, other than a Saturday, Sunday, or public holiday in Guernsey, the Republic of South Africa or the Republic of Mauritius;

1.2.7 “Claims” means all amounts of any nature whatsoever owing by the Company to the Shareholders from time to time, whether by way of loan account or otherwise, whether in contract or in delict, actual or contingent, and includes any interest accrued thereon;

1.2.8 “Companies Act” means the Companies Act No.71 of 2008 (as amended);

1.2.9 “Company” means Kellplant Proprietary Limited, a company incorporated in the Republic of South Africa having registration number 2008/026628/07, to be renamed Kelltechnology South Africa (RF) Proprietary Limited (or such other name as may be approved by the Companies and Intellectual Property Commission of South Africa) pursuant to the adoption of the MOI;

1.2.10 “Control” means in relation to an Entity the ability of a person (the “Controller”), directly or indirectly, to ensure that the activities and business of an Entity (the “Controlled Entity”) are conducted in accordance with the wishes of the Controller, and the Controller shall be deemed to so control the Controlled Entity if the Controller owns, directly or indirectly, the majority of the issued share capital, members interest or equivalent equity and/or holds, directly or indirectly, the majority of the voting rights in the Controlled Entity or the Controller has the right to receive the majority of the income of that Controlled Entity on any distribution by it of all of its income or the majority of its assets on a winding up

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and in respect of a Controlled Entity that is a trust, “Control” means the ability of the Controller to control the majority of the votes of the trustees or to appoint the majority of the trustees or to appoint or change the majority of the beneficiaries, or such trust operates primarily for the benefit of such person and “Controlling” and “Controlled” shall be construed accordingly;

1.2.11 “Deed of Adherence” means a deed substantially in the form set out in Schedule 1 pursuant to which a person agrees to become a Party to, and to be bound by the provisions of, this Agreement;

1.2.12 “Development Loan” shall bear the meaning ascribed thereto in the Kelltech Mauritius Shareholders’ Agreement;

1.2.13 “Director” means a director of the Company;

1.2.14 “Encumbrance” means any mortgage, pledge, lien or cession conferring security, hypothecation, security interests, preferential right or trust arrangement or other arrangement securing any obligation of any person and “Encumber” shall bear a corresponding meaning as the context requires;

1.2.15 “Entity” means any association, business, close corporation, company, concern, enterprise, firm, fund, partnership, person, trust, undertaking, voluntary association or other similar entity whether corporate or unincorporate;

1.2.16 “Fair Market Value” means the fair market value of the Company as determined in accordance with clause 17;

1.2.17 “Group” means the Company and any Entity Controlled by the Company from time to time, including, at the date of this Agreement, KellPlant;

1.2.18 “IDC” means Industrial Development Corporation of South Africa Limited, a corporation established in terms of section 2 of the Industrial Development Corporation Act of 1940;

1.2.19 “IDC’s Proportionate Interest” means the quotient (expressed as a decimal number) of: (a) the number of Shares held by IDC in the Company’s entire issued Share capital at the relevant point in time; divided by (b) the Company’s entire issued Share capital at such point in time;

1.2.20 “Independent Valuers” means the independent specialist intellectual property valuation group appointed pursuant to clause 17.4;

5

1.2.21 “Intellectual Property” means all intellectual property rights relating to Kelltechnology of whatsoever nature, whether registered or unregistered, owned, licensed to or controlled by Lifezone in the Licensed Territory at any time during the term of this Agreement, including, without limitation, the inventions, information and technologies that form the subject matter of the Patents and the Know-How, and all current and future improvements, variations and individual unit operations thereof, whether conceived of, developed and/or acquired by Lifezone and regardless of howsoever created;

1.2.22 “Jibar” means the Johannesburg interbank agreed rate calculated by South African Futures Exchange (Safex) (being the futures exchange of the JSE Limited) for three month South African Rand deposits on the first Business Day of each calendar quarter;

1.2.23 “Kelltech Mauritius” means Kelltech Limited (previously named Lifezone SA Ventures Limited) Company No. 084564 C1/GBL, a private company limited by shares, duly incorporated in Mauritius;

1.2.24 “Kelltech Mauritius Shareholders’ Agreement” means the written shareholders agreement (dated 16 April 2014) entered into between Lifezone, Orkid, SPM, Kelltech Mauritius and Liddell (as amended from time to time);

1.2.25 “KellPlant” means a company to be incorporated in the Republic of South Africa which will be a wholly-owned subsidiary of the Company;

1.2.26 “KellPlant Licence” means the licence agreement to be entered into between the Company and KellPlant in terms of which, inter alia, the Company grants to KellPlant a licence to use the Intellectual Property in South Africa in any plant owned and/or operated by it (as amended from time to time);

1.2.27 “Kelltech SA Licence” means the licence agreement (dated 16 April 2014) entered into between Kelltech Mauritius and the Company (as amended from time to time);

1.2.28 “Kelltechnology” means the hydrometallurgical process developed by Liddell for the extraction of PGMs that requires significantly less electrical energy than the current conventional matte smelting process;

1.2.29 “Know-How” means all confidential information of whatever nature relating to:

1.2.29.1 the inventions and technologies that form the subject matter of the Patents;

6

1.2.29.2 Kelltechnology which is under the possession and control of Lifezone; and

1.2.29.3 all other information generally relating to exploitation, implementation and/or use of the technologies referred to in 1.2.29.1 and 1.2.29.2 above including, without limiting the generality of the foregoing, technical information, manufacturing and processing techniques, designs, specifications, formulae, systems, processes and information concerning materials;

1.2.30 “Licensed Territory” means Angola, Botswana, Democratic Republic of Congo, Lesotho, Malawi, Madagascar, Mozambique, Namibia, Swaziland, Tanzania, Zambia, Zimbabwe, South Africa and Seychelles;

1.2.31 “Liddell” means Keith [***] Liddell ([***]);

1.2.32 “Lifezone” means Lifezone Limited, Company No. 081243 C2/GBL, a private company limited by shares, duly incorporated in Mauritius;

1.2.33 “Lifezone Licence” means the licence agreement (dated 16 April 2014) entered into between Lifezone, Liddell and Kelltech Mauritius (as amended from time to time);

1.2.34 “Lifezone Loan” shall bear the meaning ascribed thereto in the Kelltech Mauritius Shareholders’ Agreement;

1.2.35 “Lock-in Period” means the period commencing on date upon with the Company first issues Shares to IDC and ending on 19 June 2019;

1.2.36 “[***]” means [***] ([***]);

1.2.37 “MOI” means the memorandum bf incorporation of the Company substantially in the form of that attached hereto as Schedule 2 amending the existing memorandum of incorporation of the Company;

1.2.38 “Orkid” means Orkid S.à r.l., Registration No. B 167 777, a limited liability private company duly incorporated in Luxembourg;

1.2.39 “Orkid Loans” shall bear the meaning ascribed thereto in the Kelltech Mauritius Shareholders’ Agreement;

7

1.2.40 “Parties” means each party to this Agreement together with any person who adheres to this Agreement by entering into a Deed of Adherence, and references to a “Party” shall be to any of the aforegoing individually as the context may require;

1.2.41 “Patents” means:

1.2.41.1 South African Patent 2000/6600; and

1.2.41.2 South African provisional patent application 2012/05222 and all patent applications and granted patents in the Licensed Territory claiming priority from the aforementioned provisional patent application;

1.2.42 “PGMs” means platinum, palladium, rhodium, ruthenium, iridium and osmium together with the associated metals of gold, silver, nickel, copper and cobalt;

1.2.43 “Plant” means an integrated processing plant owned by KellPlant (or the Company) that will, using Kelltechnology, leach PGM concentrate and produce platinum metal compounds;

1.2.44 “Proportionate Interest” means, in respect of a Shareholder, and as of any date, the ratio of the Shares held by such Shareholder to the aggregate of the Shares held collectively by all of the Shareholders on such date expressed as a decimal;

1.2.45 “Rand Equivalent” means the following US$/ Rand foreign exchange rate: 1US$ = R12.2732. The Parties hereby agree that the aforesaid US$ / Rand foreign exchange rate is the US$ / Rand foreign exchange rate on 29 June 2015;

1.2.46 “Schedules” means the schedules to this Agreement;

1.2.47 “Service Agreement” means the service agreement dated 16 April 2014 between Lifezone and Kelltech Mauritius in terms of which, inter alia, Lifezone agrees to provide to Kelltech Mauritius and its subsidiaries technology support services in relation to Kelltechnology, such services initially to be delivered by Liddell, [***] and [***];

1.2.48 “Shareholder” means either of Kelltech Mauritius or IDC individually as the context may require and “Shareholders” means Kelltech Mauritius and IDC collectively;

1.2.49 “Shares” means the ordinary shares of R10.00 (ten Rand) each in the share capital of the Company;

8

1.2.50 “Signature Date” means the date of signature of this Agreement by the last Party to do so;

1.2.51 “SPM” means Sedibelo Platinum Mines Limited, a company incorporated in Guernsey having company number 54400 and its registered address at 11 New Street, St Peter Port, Guernsey, GY1 2PF;

1.2.52 “Subscription Price” means, collectively, the Tranche 1 Price and the Tranche 2 Price;

1.2.53 “Subscription Shares” means 50 (fifty) Shares, which once issued will constitute 33.33% (thirty three point thirty three percent) of the Company’s issued Share capital;

1.2.54 “Tax” or “Taxation” means:

1.2.54.1 levies payable to government authorities;

1.2.54.2 normal taxation;

1.2.54.3 capital gains tax;

1.2.54.4 value added tax or sales tax;

1.2.54.5 any tax relating to the registration of shares in the name of the registered owner thereof;

1.2.54.6 any taxation arising from new assessments of taxation and/or the reopening of any income tax assessments of the Company for any period prior to the Trigger Date 1;

1.2.54.7 donations tax;

1.2.54.8 customs duty;

1.2.54.9 securities transfer tax;

1.2.54.10 all other forms of taxation, other than deferred tax benefits; or

any penalties or interest on any of the aforegoing;

1.2.55 “Toll Treatment Terms” means certain terms that will be contained in the BFS in relation to the concentrate to be processed by KellPlant that will determine the profit generated and retained by KellPlant such as, amongst others, expected operational expense charges, expected royalties and expected capital charges;

9

1.2.56 “Tranche 1 Price” means the Rand Equivalent of US$[***] ([***]United States Dollars);

1.2.57 “Tranche 2 Price” means the Rand Equivalent of US$[***] ([***]United States Dollars);

1.2.58 “Transferee Affiliate” means in relation to any Shareholder each Entity in which that Shareholder has a direct or indirect interest of at least [***]% and/or each Entity which has a direct or indirect interest of at least [***]% in that Shareholder and/or any directly or indirectly wholly owned subsidiary of each Entity which has a direct or indirect interest of at least [***]% in that Shareholder and/or in which that Shareholder has a direct or indirect interest of at least [***]%;

1.2.59 “Trigger Date 1” means 3 (three) Business Days after the fulfilment and/or waiver of the suspensive conditions in clause 2.1 (as the case may be);

1.2.60 “Trigger Date 2” means 3 (three) Business Days after the earlier of the date on which:

1.2.60.1 the Trigger Date 2 Conditions are achieved; or

1.2.60.2 IDC notifies the Company in writing that it elects to pay the Tranche 2 Price notwithstanding the fact that: (a) the Board concludes that the Trigger Date 2 Conditions will not be achieved; and/or (b) the Trigger Date 2 Conditions have not been achieved;

1.2.61 “Trigger Date 2 Conditions” means:

1.2.61.1 the board of directors of SPM or Platmin South Africa Proprietary Limited has taken a decision to allow the erection of the Plant - which plant shall be funded on the basis contemplated in clause 6;

1.2.61.2 the BFS and a detailed funding plan in respect of the Plant have been completed to the Company’s satisfaction; and

1.2.61.3 the key anticipated Toll Treatment Terms have been recorded and approved by the Company and specifically incorporated in the approved BFS. The Toll Treatment Terms which will have been approved by the Company are those in relation to the concentrate to be processed by KellPlant that will determine the economics of KellPlant’s operations, and thus the returns to the shareholders;

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1.2.62 “Trust Agreement” means the trust agreement in respect of the Subscription Shares, as contemplated in section 40 of the Companies Act attached hereto as Schedule 3;

1.2.63 “USO”, “US$” or “US Dollars” means United States Dollars;

1.3 any reference to an enactment is to that enactment as at the Signature Date and as amended or re-enacted from time to time and includes any subordinate legislation made from time to time under such enactment. Any reference to a particular section in an enactment is to that section as at the Signature Date, and as amended or re-enacted from time to time and/or an equivalent measure in an enactment, provided that if as a result of such amendment or re enactment, the specific requirements of a section referred to in this Agreement are changed, the relevant provision of this Agreement shall be read also as if it had been amended as necessary, without the necessity for an actual amendment;

1.4 if any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of the Agreement;

1.5 when any number of days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day is not a Business Day, in which case the last day shall be the next succeeding day which is a Business Day;

1.6 references to an “agreement” or “document” shall be construed as a reference to such agreement or document as the same may have been amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and, if applicable, of this Agreement with respect to amendments;

1.7 expressions defined in this Agreement shall bear the same meanings in Schedules to this Agreement which do not themselves contain their own conflicting definitions;

1.8 the use of any expression in this Agreement covering a process available under South African law such as a winding up (without limitation eiusdem generis) shall, if any of the Parties is subject to the law of any other jurisdiction, be construed as including any equivalent or analogous proceedings under the law of such defined jurisdiction;

1.9 if any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that that term has not been defined in this interpretation clause;

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1.10 the expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this;

1.11 the rule of construction that a contract shall be interpreted against the Party responsible for the drafting or preparation of the contract, shall not apply;

1.12 any reference in this Agreement to a Party shall include a reference to that Party’s assigns expressly permitted under this Agreement and, if such party is liquidated, sequestrated or placed under administration or other business rescue procedure, be applicable also to and binding upon that party’s liquidator, trustee, administrator or business rescue practitioner, as the case may be;

1.13 the index and the headings in this Agreement are inserted for convenience only and do not affect its interpretation;

1.14 any Schedule to this Agreement shall take effect as if set out in this Agreement and references to this Agreement shall include its Schedules;

1.15 references to “clauses” and “Schedules” are references to the clauses and schedules of this Agreement;

1.16 the words “include”, “including” and “in particular” shall be construed as being by way of example or emphasis only and shall not be construed, nor shall they take effect, as limiting the generality of any preceding word/s;

1.17 the words “other” and “otherwise” shall not be construed eiusdem generis with any preceding words where a wider construction is possible; and

1.18 whenever the Independent Valuers or any other expert referred to in this Agreement are required to act “as an expert and not as an arbitrator” in terms of this Agreement, then -

1.18.1 the determination of the expert shall (in the absence of manifest error) be final and binding;

1.18.2 subject to any express provision to the contrary, the expert shall determine the party liable to pay his or its charges, which shall be paid accordingly;

1.18.3 the expert shall be entitled to determine such methods and processes as he or it may, in his or its sole discretion, deem appropriate in the circumstances provided that the expert may not adopt any process which is manifestly biased, unfair, unreasonable or contrary to accepted market practice at the time;

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1.18.4 the expert shall consult with all relevant Parties (provided that the extent of the expert’s consultation shall be in his or its sole discretion) prior to rendering a determination; and

1.18.5 having regard to the sensitivity of any confidential information, the expert shall be entitled to take advice from any person considered by him or it to have expert knowledge with reference to the matter in question.

2. SUSPENSIVE CONDITIONS

2.1 The whole of this Agreement, other than this clause, the provisions of clause 1 and the provisions of clauses 19 to 32 (both inclusive), which shall be of immediate force and effect on the Signature Date, is subject to the fulfilment of the following suspensive conditions, that, by no later than 30 June 2016:

2.1.1 an audit certificate is presented by the Company, or its nominee, to the IDC confirming:

2.1.1.1 the costs to date funded by Kelltech Mauritius and/or the shareholders of Kelltech Mauritius in respect of Kelltechnology are at least USD[***] ([***] United States Dollars); and

2.1.1.2 the cost required complete the BFS as USD[***] ([***] United States Dollars);

2.1.2 the board of directors of each of the IDC, Kelltech Mauritius and the Company have passed a resolution in terms of which it authorises the entering into of this Agreement;

2.1.3 the Board has, as contemplated in the Companies Act, passed a resolution in terms of which it authorises the allotment and issue of the Subscription Shares to the IDC, in terms of this Agreement and determines that the consideration therefor is adequate;

2.1.4 the shareholders of the Company have adopted a special resolution, as contemplated in section 41(3) of the Companies Act, approving the allotment and issuance of the Subscription Shares to the IDC;

2.1.5 the IDC has completed its legal due diligence investigation of the Company’s articles of association, the KellTech Mauritius Shareholders’ Agreement, the Lifezone Licence, the Kelltech SA Licence and the Service Agreement to the IDC’s satisfaction (acting reasonably);

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2.1.6 the Company has provided to the IDC all requisite documentation and information required by the IDC in respect of the Company in terms of the Financial Intelligence Centre Act, No 38 of 2001;

2.1.7 the Company has provided a financial model in respect of the Plant to the IDC, which financial model contains the detailed funding plan;

2.1.8 the Lifezone Licence, the Kelltech SA Licence and the KellPlant Licence have been entered into;

2.1.9 the Service Agreement has been entered into;

2.1.10 the Company has adopted and filed the MOI, in substitution of the existing memorandum of incorporation, together with the requisite amendment notice, with the Companies and Intellectual Property Commission (“CIPC”) and CIPC has issued a letter confirming that the MOI has been accepted and placed on file; and

2.1.11 the Trust Agreement has been entered into.

2.2 Forthwith after the Signature Date, the Parties shall use their respective reasonable endeavours and co-operate in good faith to procure the fulfilment of the suspensive conditions, to the extent that it is within their power to do so, as expeditiously as reasonably possible.

2.3 The Parties record and agree that the suspensive conditions in clauses 2.1.2, 2.1.3, 2.1.4, 2.1.5, 2.1.6, 2.1.8 and 2.1.9 were fulfilled and/or waived (as the case may be) on or before the Signature Date.

2.4 The suspensive conditions in clauses 2.1.1, 2.1.5, 2.1.7, 2.1.9 and 2.1.11 have been inserted for the benefit of all of the IDC who will be entitled to waive fulfilment (wholly or partially) of any or all such suspensive conditions by written notice to the Company prior to the expiry of the relevant date for fulfilment thereof set out in clause 2.1 (or extended in accordance with clause 2.7).

2.5 The suspensive conditions in clauses 2.1.2, 2.1.8 and 2.1.10 have been inserted for the benefit of the Company, Kelltech Mauritius and the IDC who will be entitled to waive fulfilment (wholly or partially) of any or all such suspensive conditions by written agreement prior to the expiry of the relevant date for fulfilment thereof set out in clause 2.1 (or extended in accordance with clause 2.7).

2.6 The suspensive conditions in clauses 2.1.3, 2.1.4 and 2.1.6 are required in terms of legislation and cannot be waived.

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2.7 Unless all of the suspensive conditions have been fulfilled or waived by not later than the relevant date for fulfilment thereof set out in clause 2.1 (or such later date or dates as may be agreed in writing between the Parties before the aforesaid date or dates), the provisions of this Agreement, save for this clause, the provisions of clause 1 and the provisions of clauses 19 to 32 (both inclusive), which will remain of full force and effect, will never become of any force or effect and none of the Parties will have any claim against any other Party in terms hereof or arising from the failure of the suspensive conditions, save for any claims arising from a breach of clause 2.2, as well as any breach of any of the provisions of this Agreement which became effective on the Signature Date.

3. PURPOSES AND POWERS OF THE COMPANY

The powers and capacity of the Company shall be those set out in the MOI.

4. SUBSCRIPTION FOR / ISSUANCE OF THE SUBSCRIPTION SHARES

4.1 On Trigger Date 1, IDC shall subscribe for the Subscription Shares at the Subscription Price and make payment of the Tranche 1 Price by electronic transfer, free of any deductions or set-off whatsoever, into the bank account of the Company nominated in writing to IDC before Trigger Date 1.

4.2 On Trigger Date 1 and against the Tranche 1 Price reflecting in the Company’s bank account contemplated in clause 4.1, the Company:

4.2.1 shall allot and issue the Subscription Shares to IDC;

4.2.2 shall deliver to IDC: a copy of the original share certificates reflecting IDC as the beneficial owner of the Subscription Shares (it being recorded and agreed that as the entire Subscription Price in respect of the Subscription Shares will not have been paid in full as at Trigger Date 1 the original share certificates in respect of the Subscription Shares will be placed in trust in accordance with the provisions of the Trust Agreement pending payment of the Tranche 2 Price) and a copy of the Company’s share register reflecting IDC as the beneficial owner of the Subscription Shares but noting that such Subscription Shares are held in trust (with such trust being the registered holder of such Shares) pending payment by the IDC of the Tranche 2 Price; and

4.2.3 warrants to the IDC that the Company only has one class of shares, being the Shares.

4.3 On Trigger Date 2, IDC shall make payment of the Tranche 2 Price by electronic transfer, free of any deductions or set-off whatsoever, into the bank account of the Company set out in

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clause 4.1, or such other bank account as the Company may in writing direct prior to Trigger Date 2.

4.4 On Trigger Date 2:

4.4.1 against receipt by it thereof, the Company shall utilise the Tranche 2 Price to pay Kelltech Mauritius the purchase price owing by the Company to Kelltech Mauritius for the BFS which the Company purchases from Kelltech Mauritius (by electronic transfer, free of any deductions or set-off whatsoever, into the bank account nominated by Kelltech Mauritius in writing);

4.4.2 against receipt by it of the payment contemplated in clause 4.4.1, Kelltech Mauritius shall pay an amount: (a) equal to the Orkid Loans outstanding at such point in time to Orkid (by electronic transfer, free of any deductions or set-off whatsoever, into the bank account nominated by Orkid in writing); and (b) if following the payment of the amount contemplated in this clause 4.4.2(a) any portion of the amount paid to Kelltech Mauritius pursuant to clause 4.4.1 remains in Kelltech Mauritius’ bank account then Kelltech Mauritius shall immediately utilise such balance to repay that portion of the Development Loan which does not exceed such balance to SPM (by electronic transfer, free of any deductions or set-off whatsoever, into the bank account nominated by SPM). This clause constitutes a stipulatio alteri in favour of SPM which may be accepted by SPM at any time upon written notice to Kelltech Mauritius.

4.5 If by 31 December 2016 (the “Trigger Date”):

4.5.1 the Board concludes that the Trigger Date 2 Conditions will not be achieved or the Trigger Date 2 Conditions have not been achieved; and

4.5.2 IDC has not notified the Company in writing that it elects to pay the Tranche 2 Price notwithstanding the fact that: (a) the Board concludes that the Trigger Date 2 Conditions will not be achieved; and/or (b) the Trigger Date 2 Conditions have not been achieved,

then: (a) the entire subscription price payable for the Subscription Shares will not been paid in full and, pursuant thereto the Company shall cancel the subscription for [***]% of the Shares held by IDC in the Company’s issued share capital, provided that if such percentage of Shares held by the IDC in the Company’s issued share capital constitutes a fraction then such number shall be rounded up to the nearest whole number (the “IDC Cancelled Shares”) (as contemplated in the Trust Agreement and section 40(6)(d)(iv) of the Companies Act) then the Third Party Holder (as defined in the Trust Agreement) shall deliver to the Company the original share certificates held by it as soon as the Company demands same and the Company

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shall issue a new share certificate to the IDC in respect of those Shares held by the IDC which have been so cancelled; and (b) IDC grants Kelltech Mauritius the option to, upon written notice to it at any time after the Trigger Date, to purchase [***]% of IDC’s Claims (the “IDC Sale Claims”) against the Company for an aggregate purchase price of R1.00 (one Rand).

4.6 If Kelltech Mauritius exercises the option contemplated in clause 4.5 then the effective date of such sale shall (subject to clause 15) be 3 (three) Business Days after the date on which Kelltech Mauritius sends the written notice contemplated in clause 4.5 to IDC, on which date:

4.6.1 IDC hereby cedes and delegates to Kelltech Mauritius all of its rights and obligations in respect of the IDC Sale Claims;

4.6.2 Kelltech Mauritius hereby accepts the cession and delegation of the IDC Sale Claims from IDC;

4.6.3 ownership of (and all risk in and benefit of) the IDC Sale Claims passes to Kelltech Mauritius;

4.6.4 Kelltech Mauritius shall (by electronic transfer, free of any deductions or set-off whatsoever, into the bank account nominated by IDC in writing) make payment of the aggregate purchase price of R1.00 (one Rand) in respect of the IDC Sale Claims;

4.6.5 IDC gives Kelltech Mauritius the following warranties:

4.6.5.1 IDC will be entitled and able to give unencumbered title of the IDC Sale Claims to Kelltech Mauritius;

4.6.5.2 no person has any right, including any option or right of first refusal, to purchase (or otherwise acquire) the IDC Sale Claims or any interest therein;

4.6.5.3 the IDC Sale Claims are not subject to any pledge or cession or other right of security or encumbrance in favour of any third party; and

4.6.5.4 IDC has full legal title and ownership of the IDC Sale Claims and apart from the IDC Sale Claims, IDC has no other claims against the Company.

4.7 IDC warrants to Kelltech Mauritius that: (i) IDC does not qualify as a “funding agency” in terms of the Intellectual Property Rights from Publicly Financed Research and Development Act, no. 51 of 2008 (the “IPRPFRD Act”) and accordingly that its equity investment in the Company does not constitute “funds allocated by a funding agency” as provided for in the IPRPFRD Act;

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(ii) that the IDC funds utilised for the purpose of the investment in the Company are derived from its own investments and/or commercial sources and not from the government of the Republic of South Africa, an organ of state or any other state agency as contemplated in the IPRPFRD Act; and (iii) that the IPRPFRD Act does not apply to any activities of the Company as a result of its investment in the Company.

5. INCONSISTENCY WITH THE MOI

5.1 The relationship:

5.1.1 of the Shareholders amongst themselves, in their capacities as Shareholders of the Company; and

5.1.2 between the Shareholders, in their capacities as Shareholders of the Company, on the one hand, and the Company, on the other hand

shall be governed in terms of this Agreement and the MOL

5.2 If there is a conflict or inconsistency between the provisions of this Agreement and the MOI:

5.2.1 any Shareholder may require the MOI to be amended to conform with the provisions of this Agreement; and

5.2.2 the Shareholders undertake to vote in favour of all resolutions of the Company necessary to amend the MOI to conform with the provisions of this Agreement. For this purpose, each of the Shareholders gives to the others its irrevocable power of attorney in rem suam to take all such steps and do all such things and sign all such documents as may be necessary to achieve the aforegoing.

6. FUNDING

6.1 Any funding required by the Group from time to time and approved by the Board will be obtained:

6.1.1 from borrowing from outside sources to the extent practicable; or

6.1.2 subject to the approval of the holders of at least [***]% ([***] percent) of the issued Shares at such time, through a rights issue in terms of clause 6.5; or

6.1.3 subject to unanimous agreement by the Shareholders, through Shareholder loan funding in terms of clause 6.7 or the offer of shares to third parties.

6.2 Each Shareholder shall use its reasonable endeavours to procure funding for the Company from outside sources.

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6.3 Should more than 1 (one) Shareholder succeed in procuring the potential availability of funding from outside sources, the Company shall consider that funding which is subject to the most favourable commercial terms.

6.4 No Shareholder will be required or obliged to provide any funding to the Company (save as contemplated in clause 6.7) or to issue any guarantee, suretyship or indemnity to third persons for the obligations of the Company.

6.5 Rights Issues by the Company

6.5.1 If the Board decides at any time that borrowings from a bank or other outside sources are not in the best interests of the Company or if the Company is unable to procure borrowings from a bank or other outside sources, within a reasonable time period taking into account the funding requirements of the Company, the Board may (subject to the Shareholder approval contemplated in clause 6.1.2 being obtained) propose a rights issue of Shares to the Shareholders (in proportion to their Proportionate Interests) (a “Rights Issue”). Provided that:

6.5.1.1 The price per Share in respect of any Rights Issue will be such price as is agreed by the Shareholders, and failing such agreement will be the Fair Market Value of the Company at such time (and prior to any subscriptions under the Rights Issue) divided by the total number of Shares in issue at such time.

6.5.1.2 To the extent that any Shareholder elects not to participate in a Rights Issue, then such Shareholder shall be deemed to consent to any dilution of its shareholding pursuant to the Rights Issue and acknowledges that any such dilution pursuant to the Rights Issue will not constitute unjust, inequitable or oppressive conduct on the part of any other Shareholder or by the Company.

6.5.2 To the extent that any Shareholder does not wish to subscribe for its Proportionate Interest of Shares offered to it pursuant to the Rights Issue it shall notify the other Shareholders and the Company thereof in writing by not later than the 60 days after the date upon which the Board proposes the Rights Issue, in which case such Shares (the “Unaccepted Shares”) shall be deemed to have been offered to the other accepting Shareholders: (a) in proportion to their Proportionate Interests immediately prior to the Rights Issue; or (b) if the accepting Shareholders agree between themselves to accept such deemed offer in any other proportion, in such agreed proportion. Such accepting Shareholders shall by way of written notice to the Company and the other Shareholders, by not

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later than the 5^th (fifth) Business Day after the date upon which the deemed offer of the Unaccepted Shares was made to them, be entitled to accept such offer. If the deemed offer in respect of all of the Unaccepted Shares has not been accepted pursuant to the process contemplated above then subject to all of the Shareholders unanimously approving thereof in writing those Unaccepted Shares which have not been taken up may be offered to third parties on terms no more favourable than those under the Rights Offer.

6.6 Financing for Lifezone under a rights issue by Kelltech Mauritius

6.6.1 In the event that Lifezone wishes to follow its rights under a rights issue of shares to the shareholders of Kelltech Mauritius and Orkid is obliged, in terms of the Kelltech Shareholders’ Agreement, to grant the Lifezone Loan to Lifezone then:

6.6.1.1 provided that granting the loan contemplated in clause 6.6.1.2 falls within at least the minimum investment mandate of the IDC, IDC hereby represents, warrants and undertakes in favour of the other Parties to (acting in utmost good faith): (a) approach its credit committee (and, if necessary, any other committee of IDC) (such committees referred to hereinafter collectively as the “IDC Committees”) to obtain approval for it to grant such loan; and (b) use its reasonable endeavours to procure that the IDC Committees grant such approval on an unconditional basis; and

6.6.1.2 provided that the IDC Committees have granted approval for it to do so (it being recorded and agreed that such approval may not be an unconditional approval and if such approval is a conditional approval: (a) IDC shall be required to grant the loan contemplated in this clause 6.6.1.2; and (b) IDC represents, warrants and undertakes in favour of the other Parties to (acting in utmost good faith) procure that any conditions that delay it from advancing the loan contemplated in this clause 6.6.1.2 are fulfilled as soon as is reasonably possible after the IDC Committees grant a conditional approval), IDC hereby agrees to grant a loan to Lifezone (on mutatis mutandis the same terms and conditions as the Lifezone Loan) amounting to the difference between: (a) the Lifezone Loan; and (b) “A” as calculated in the following formula:

A= (B x C x D) / E, where:

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“A” = that portion of the Lifezone Loan to be lent and advanced by Orkid to Lifezone under the Kelltech Mauritius Shareholders’ Agreement;

“B” = the total Lifezone Loan;

“C” = the quotient (expressed as a decimal number) of the number of ordinary shares held by Orkid in the issued share capital of Kelltech Mauritius (prior to the rights issue of shares to the shareholders of Kelltech Mauritius) divided by the entire issued ordinary share capital of Kelltech Mauritius (prior to the rights issue of shares to the shareholders of Kelltech Mauritius);

“D” = the quotient (expressed as a decimal number) of the number of Shares held by Kelltech Mauritius in the issued Share capital of the Company at such point in time divided by the entire issued Share capital of the Company at such point in time; and

“E” = (C x D) + IDC’s Proportionate Interest.

6.6.2 The provisions of this clause 6.6 shall:

6.6.2.1 apply on each and every occasion that Lifezone wishes to follow its rights under a rights issue of shares to the shareholders of Kelltech Mauritius and Orkid is obliged, in terms of the Kelltech Shareholders’ Agreement, to grant the Lifezone Loan to Lifezone; and

6.6.2.2 be binding on IDC’s successors in title to whom IDC transfers any of its Shares in terms of this Agreement but after the Lock-in Period this clause 6.6 shall only apply to IDC’s Transferee Affiliates.

6.7 Shareholder Loan Funding

6.7.1 In the event that the Shareholders unanimously approve that funding for the Company be obtained by way of loans made to the Company by one or more Shareholders (each a “Shareholder Loan”), then unless the Shareholders agree otherwise, such Shareholder Loans will be provided on the following basis:

6.7.1.1 Shareholders will be obliged to make Shareholder Loans in proportion to their respective shareholdings at the time.

6.7.1.2 Each Shareholder Loan will be advanced directly to the Company.

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6.7.1.3 Each Shareholder Loan will be in South African Rands and will, subject to clause 6.7.2, bear simple interest at Jibar at the relevant point in time plus a margin of [***] basis points.

6.7.1.4 Interest will accrue daily from the date on which the relevant advance is made until the date of repayment of such loan. Interest will be calculated on the basis of a 360 (three hundred and sixty) day year for actual days elapsed.

6.7.1.5 No Shareholder Loan will be secured.

6.7.1.6 Each Shareholder Loan will be subordinated to claims of creditors of the Company who have provided senior debt and mezzanine debt to the Company and shall only be repayable out of excess cash flow of the Company (determined after taking into account the future operational requirements of the Company) provided that no Shareholder Loan shall be repaid until all of the Existing Kelltech Mauritius Shareholder Loan has been repaid in full.

6.7.1.7 The Company will administer and keep records of all Shareholder Loans, and will advise all Shareholders of all amounts outstanding in respect of such loans on a quarterly basis.

6.7.1.8 Each Shareholder Loan will in any event be repayable if:

6.7.1.8.1 the Company is placed in liquidation or under a winding-up order, whether provisionally or finally, voluntarily or compulsorily;

6.7.1.8.2 the Company takes any steps to be wound up or liquidated, whether provisionally or finally and whether compulsorily or voluntarily;

6.7.1.8.3 the Company takes any steps to be deregistered or is deregistered;

6.7.1.8.4 the Company enters into any compromise with its creditors generally, or offers to do so; or

6.7.1.8.5 any final judgment or any final order is made or given by any court of competent jurisdiction against the Company is not satisfied by the Company within 21 (twenty one) days after it becomes final.

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6.7.2 If any Shareholder’s Shareholder Loan Account exceeds such Shareholder’s pro rata share (based on such Shareholder’s Proportionate Interest) of all Shareholder Loans (the “Disproportionate Funding”) then such Disproportionate Funding shall bear interest at Jibar at the relevant point in time plus a margin of [***] basis points.

7. LOCK IN

None of the Shareholders will be permitted to dispose of any of its Shares in the Lock-in Period unless:

7.1 it does so with the prior written consent of each of the other Shareholders;

7.2 it does so to a Transferee Affiliate in accordance with the provisions of clause 8; or

7.3 it is required to do so in accordance with clause 10.

8. TRANSFERS OF SHARES - GENERAL

8.1 Subject to Applicable Law, each of the Shareholders undertakes to the other Shareholders that it will not (either directly or indirectly) sell, transfer, assign or exchange or otherwise dispose of all or any part of the Shares held by it (a “Transfer”) otherwise than in accordance with the provisions of this clause 8, clause 9 and/or clause 10 and the Company shall refuse to register or give effect to any Transfer made in contravention of this clause 8, clause 9 and/or clause 10, as applicable.

8.2 Notwithstanding clause 8.1, any Shareholder shall be entitled to Transfer any of the Shares held by it to a Transferee Affiliate and shall notify the Board in writing of such proposed transfer at least 10 (ten) Business Days prior to it taking place.

8.3 A Transferee Affiliate’s acquisition of Shares shall be conditional on the Transferee Affiliate providing an undertaking to the Company that it shall remain a Transferee Affiliate of the Transferring Shareholder for as long as it holds such Shares and any breach of this undertaking shall constitute an event contemplated in clause 10.1.6. If the deemed offer resulting therefrom does not result in the Transferee Affiliate disposing of its Shares pursuant to clause 10, the Transferee Affiliate shall, within 30 (thirty) days of the relevant Shares failing to be Disposed in terms of clause 10, Transfer all Shares held by it back to the Shareholder from which the Shares were Transferred and if the Transferee Affiliate fails to Transfer all Shares held by it back to the Shareholder from which the Shares were Transferred then such failure shall constitute a breach of a material term of this Agreement.

8.4 Any Transfer in terms of clause 8.2 shall not take place unless:

8.4.1 the Transferee Affiliate has signed a Deed of Adherence; and

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8.4.2 the transferring Shareholder has undertaken, in writing, to the other Shareholders and the Company, that it shall guarantee the performance by the Transferee Affiliate of all of its obligations in terms of this Agreement and the MOI.

8.5 The Parties acknowledge that no Transfer, whether voluntary or involuntary, shall be made or shall be valid or effective:

8.5.1 if such Transfer would cause a material violation by any Party of any applicable law or regulation;

8.5.2 if such Transfer would cause the Company to cease to be a private company or to dissolve or otherwise to change its status; and/or

8.5.3 if such Transfer would cause the Company to be subject to material additional obligations or material additional liabilities,

and the Company may require any Shareholder seeking to Transfer its Shares, at such Shareholder’s own cost, to provide a legal opinion addressed to the Company confirming that such Transfer will not cause any of the results described above.

8.6 No Transfer shall be valid or effective until:

8.6.1 such Transfer has been recorded in the register of members of the Company; and

8.6.2 the relevant transferee shall have entered into a Deed of Adherence.

8.7 The Parties undertake to comply with the Applicable Law in respect of any Transfer of Shares.

8.8 Subject to clause 9.13, any Shareholder seeking to Transfer its Shares shall pay all expenses, including legal fees, reasonably incurred by the Company in connection therewith.

8.9 Each Shareholder acknowledges that it may not Transfer any Shares if such Transfer would result in a violation of any laws or regulations applicable to such Transfer, and may not Transfer any of the securities comprised in the Shares other than as Shares and in accordance with this Agreement, and that any Transfer of Shares or the securities comprised therein in contravention of the above provisions shall be null and void and of no force whatsoever, shall not be registered in the records of the Company, and the Company shall not recognise such Transfers as being binding on it. The Company may request any person intending to become a Shareholder, and at such person’s own cost, to provide a legal opinion addressed to the Company confirming such person’s compliance with the requirements of this clause 8.9.

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9. TRANSFERS OF SHARES - PRE-EMPTIVE RIGHTS

9.1 Unless otherwise agreed in writing by all of the Shareholders, a Shareholder may Transfer the Shares held by it only in terms of this clause 9 and any other provision of this Agreement specifically providing for the Transfer of Shares, and only if in one and the same transaction, it likewise disposes of a portion of its Claims on loan account pro rata to the number of Shares being Transferred. Accordingly, all references in this clause 9, clause 12 and any other provision of this Agreement relating to the Transfer by a Shareholder of its Shares shall, unless the context otherwise requires, be deemed to apply also to the pro rata portion of the Claims on loan account of the holder of such Shares.

9.2 A Shareholder (“Disposer”) shall only be entitled to Transfer that number of its Shares which comprise: (a) not less than [***]% ([***] per cent) of the entire issued Share capital of the Company, if such Disposer owns Shares comprising [***]% ([***] per cent) or more of the entire issued Share capital of the Company at such point in time; or (b) all (but not some) of its Shares, if such Disposer owns Shares comprising less than [***]% ([***] per cent) of the entire issued Share capital of the Company at such point in time, (the “Offered Shares”) and should it wish to do so, the Disposer shall offer such Shares by notice in writing to the remaining Shareholders (“the Other Shareholders”) pro rata to their respective Proportionate Interests (“First Shareholder Offer”) stating -

9.2.1 the number of Shares being offered and the price, sounding in money in South African Rands (and, for the avoidance of doubt, Shareholders can only dispose of their Shares for cash in South African Rands), at, and the terms and conditions upon which, the Disposer proposes to sell the Shares; and

9.2.2 the name of the proposed transferee (“the Proposed Transferee”) to whom the Disposer intends selling the Offered Shares and its ultimate beneficial owner, and including a copy of an offer received from the Proposed Transferee, which offer must be unconditional, firm and final, not be subject to the conduct of any due diligence and may be subject only to the usual regulatory approvals (including shareholder approval if required by the rules of any recognised stock exchange).

9.3 The First Shareholder Offer shall be capable of acceptance by the Other Shareholders giving written notice to that effect to the Disposer (“Other Shareholders Written Notice”) prior to the expiry of 60 (sixty) days after receipt of the First Shareholder Offer (“Offer Period”) which acceptance shall be subject to the proviso that such acceptance will only be valid if no Surplus Shares (as defined in clause 9.4.2) remain following the application of clause 9.4. The Other Shareholders Written Notice may include an Additional Acceptance referred to in clause 9.4.1, which Additional Acceptance will become relevant if there are any Surplus Shares.

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9.4 If:

9.4.1 any Other Shareholder/s (“Surplus Offeree/s”) accepts the entire First Shareholder Offer made to it and in such acceptance also accepts to any extent (“Additional Acceptance”) the First Shareholder Offer made to any other Other Shareholders referred to in clause 9.4.2; and

9.4.2 any other Other Shareholders do not accept the First Shareholder Offer in respect of certain of the Shares that had been offered (“Surplus Shares”),

then the Surplus Shares shall be deemed, on the expiry of the Offer Period, to have been offered to the Surplus Offeree/s, with the proportion of Surplus Shares deemed to have been offered to each Surplus Offeree being the same proportion as exists between the number of Shares held by each Surplus Offeree and the total number of Shares held by all such Surplus Offerees, as at the First Shareholder Offer and shall (subject to there being Surplus Shares available following the application of clause 9.4) to the extent of their Additional Acceptances be deemed to have been accepted by the Surplus Offeree/s. If, after the deemed offer and acceptance, there remain any Surplus Shares in respect of which the First Shareholder Offer has not been deemed to be accepted, then the deemed offer and acceptance provided for in this clause 9.4 shall be repeated as many times as is necessary to ensure that either there are no Surplus Shares in respect of which the First Shareholder Offer has not been accepted (in which case all of the Shares contemplated in the First Shareholder Offer will be Transferred to the relevant Other Shareholder/s) or there is no remaining Additional Acceptance which could (in terms of this clause 9.4) result in Surplus Shares being sold to a Surplus Offeree, and, at this juncture, there are Surplus Shares, whichever occurs sooner. The Disposer shall give written notice of the circumstances referred to in clauses 9.4.1 and 9.4.2 to all the Other Shareholders.

9.5 If, following the application of clause 9.4, there remain Surplus Shares in respect of which the First Shareholder Offer has not been accepted, none of the Shares contemplated in the First Shareholder Offer shall be sold to the Other Shareholders and, accordingly, no such offer will be deemed to have been accepted by any of the Surplus Offerees and, furthermore, all of the Shares contemplated in the First Shareholder Offer shall constitute Remaining Offered Shares (as defined in clause 9.6).

9.6 If after the application of clauses 9.2, 9.3 and 9.4, the Shares Offered pursuant to the First Shareholder Offer are not purchased (the “Remaining Offered Shares”), and thus clause 9.5 has been applied, the Disposer shall (subject to the provisions of clause 12) be entitled within a further period of 30 (thirty) days, but not thereafter, without again making an offer to the Other Shareholders in terms of clause 9.2, dispose of all (but not some) of the Remaining Offered Shares to the Proposed Transferee only, at a price per Share not lower than the price

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per Share contemplated in the First Shareholder Offer and on terms not more favourable to the Proposed Transferee. For the avoidance of doubt, Remaining Offered Shares shall constitute all of the Shares contemplated in the First Shareholder Offer.

9.7 The fact that the Disposer gives any third party customary warranties relating to the Shares (excluding any profit warranty) shall not by itself constitute terms more favourable than those given to the Other Shareholders who will not be given any warranties (other than that the Disposer will be the sole registered and beneficial owner of the relevant Shares and will be entitled to give free and unencumbered title thereof to the Other Shareholders}, and the Parties agree that the giving of any warranties to a third party shall not serve as a method of permitting the third party to pay a lower purchase price to frustrate the pre-emption.

9.8 If the First Shareholder Offer is accepted in writing by any of the Other Shareholders (“Accepting Shareholders”) then, if any one of the Accepting Shareholders breaches their obligations pursuant to the sale resulting from the acceptance of the Offer (“Breaching Shareholder”) then the Disposer shall be entitled to cancel the sale between itself and the Breaching Shareholder by notice in writing to the Breaching Shareholder within 3 (three) Business Days of becoming aware of the relevant breach and the provisions of clauses 9.4 and 9.6 shall apply mutatis mutandis to the Shares which were to be acquired by the Breaching Shareholder and, if, following the applications of clause 9.4, any Shares contemplated in the First Shareholder Offer have not been sold to a Surplus Offeree, the provisions of clauses 9.6 and 9.7 shall apply.

9.9 If, whilst an Offer is pending in terms of clause 9.2, the provisions of clause 10.1 become operative in respect of those Shares so offered, then at the election of the Other Shareholders holding more than [***]% ([***] per cent) of the Shares excluding the Shares forming the subject of the First Shareholder Offer (which election shall be made in writing and delivered to the Offeror within 48 (forty-eight} hours after the provisions of clause 10.1 become operative), the First Shareholder Offer in terms of clause 9.2 shall be deemed to be withdrawn and substituted with the deemed offer in terms of clause 10.

9.10 Subject to clause 9.11, Transfer of any Shares acquired in terms of this clause 9 shall be given to the Entity so acquiring them against receipt of payment in full therefor.

9.11 Notwithstanding anything to the contrary herein contained, no Share shall be transferred to a non-Shareholder (including the heirs or beneficiaries of any Shareholder) unless:

9.11.1 it meets the requirements of clause 8.5; and

9.11.2 it signs a Deed of Adherence.

9.12 Any Disposer shall be entitled to stipulate as a condition of such sale that:

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9.12.1 the Disposer shall be released as a surety or guarantor or indemnitor on behalf of the Company, subject to the purchaser(s) of the Shares in question binding himself as surety or guarantor or indemnitor in his stead; or

9.12.2 if the release contemplated in clause 9.12.1 cannot be achieved, or pending such release being implemented, the Disposer shall be indemnified by the purchaser of the Shares against any claims made against the Disposer by reason of such suretyship, guarantee or indemnity. Such purchaser shall be liable for any amount payable in terms hereof together with any Tax that may be payable thereon.

9.13 The Transferee, in respect of any Shares acquired pursuant to this clause 9, shall pay the securities transfer tax payable thereon.

10. DEEMED OFFERS

10.1 Reference hereinafter to the “Offering Shareholder” shall mean:

10.1.1 the provisional trustee or the provisional liquidator of any Shareholder who is provisionally sequestrated or provisionally liquidated;

10.1.2 any Shareholder which is unable (or admits inability) to pay its debts generally as they fall due, or is (or admits to being) otherwise insolvent or stops, suspends or threatens to stop or suspend payment of all or a material part of its debts, or proposes or seeks to make or makes a general assignment or any arrangement or composition with or for the benefit of its creditors or a moratorium is agreed or declared or takes effect in respect of or affecting all or a material part of its indebtedness;

10.1.3 any Shareholder, where the board of such Shareholder resolves to commence administration or business rescue proceedings;

10.1.4 any Shareholder, where any provision of an agreement to which that Shareholder is party is cancelled or suspended (whether entirely, partially or conditionally) by any liquidator, business rescue practitioner, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of such company or any of its assets;

10.1.5 any Shareholder which is a trust if it ceases to operate entirely for the benefit of one or more of those who are beneficiaries on the date when the trust first becomes a Shareholder; and

10.1.6 any Shareholder who commits a breach of a material term of clauses 7, 8, 9, 11 or 12 and fails to remedy same within 30 (thirty) days of the receipt of written

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notice from another Shareholder or the Company requiring such Shareholder to remedy the breach in question.

10.2 As soon as an event contemplated in any one of clauses 10.1.1 to 10.1.6 occurs, the Offering Shareholder shall notify the Company thereof in writing.

10.3 Within sixty (60) days after the occurrence of any event contemplated in clauses 10.1.1 to the Company shall if so requested by any Shareholder by notice in writing to the Shareholders, compel the Offering Shareholder to offer its Shares to the other Shareholders (the “Remaining Shareholders”) at a price sounding in money in South African Rands being the agreed percentage (the “Relevant Percentage”) of the fair market value of the Offering Shareholder’s Shares (calculated as follows: the Fair Market Value shall be determined; and the fair market value of 1 (one) of the Offering Shareholder’s Shares shall be determined by dividing the Fair Market Value by the number of Shares in issue) and the Offering Shareholder’s Claims (the “Offering Shareholder’s Claims”). The Relevant Percentage will be:

10.3.1 in respect of a breach of a material term of clause 7 which is not remedied within the required period, [***]% ([***] per cent);

10.3.2 in respect of a breach of clauses 10.1.1 to 10.1.6 (excluding a breach of a material term of clause 7) [***]% ([***] per cent).

10.4 As soon as the price has been notified in writing to the Remaining Shareholders and the Offering Shareholder, the Offering Shareholder shall be deemed to have offered the Shares to the Remaining Shareholders (if more than one in proportions agreed among them or if not so agreed proportionately to their shareholding) at the price as agreed or determined. Such offer shall be open for acceptance thereafter for a period of 45 (forty five) days (the “Deemed Offer Period”).

10.5 Any Shares held by the Offering Shareholder shall, during the Deemed Offer Period, cease to confer upon the Offering Shareholder the right to receive notice of, attend and vote at any Shareholders’ meeting, or to receive and vote on any proposed written resolution or to exercise any pre-emption or other right and such Shares shall not be counted in determining the total number of votes which may be cast at any such meeting or for the purposes of a written resolution of any Shareholders or in determining entitlements to pre-emption or other rights.

10.6 The proportionate share of the purchase price so agreed or determined of each Remaining Shareholder who accepts the offer shall be payable by way of direct electronic funds transfer in immediately available funds immediately against delivery of the Shares in question in the

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manner contemplated in clause 9.10, or if any regulatory approvals are required, on the last regulatory approval having been obtained.

10.7 Provided that in determining the purchase price payable for the Shares, account shall have been taken of the liabilities in respect of which the Offering Shareholder may have given the guarantees, suretyships and indemnities referred to below, each of the Remaining Shareholders who accepts the offer shall use his reasonable endeavours (subject to the provisos mutatis mutandis in clause 10.8) to procure the release of the Offering Shareholder pro rata (in the same ratio as the Shares so purchased by it in terms of this clause 10 bear to all the Shares held by the Offering Shareholder) from any liability which the Offering Shareholder may have under any guarantees, suretyships and indemnities which may have been given by the Offering Shareholder for the Company’s obligations. If in determining such price no such liability was taken into account, each of the Remaining Shareholders who accepts the offer shall use his reasonable endeavours to procure such release, on the same pro rata basis referred to above, only in respect of any liability arising after the acceptance of the deemed offer. Until the release as aforesaid is procured, each of the Remaining Shareholders who accepts the offer indemnifies the Offering Shareholder against any such liability, on the same pro rata basis referred to in clause 10.4.

10.8 The Shares shall be delivered in transferable form to each of the Remaining Shareholders which have accepted the offer in clause 10.4 against payment of the purchase price. If the Offering Shareholder does not deliver the Shares in transferable form on the due date any other Shareholder of the Company is irrevocably and in rem suam appointed as the attorney and agent of the Offering Shareholder to sign the necessary transfer forms and the Company will be entitled to cancel the Share certificate/s of the Offering Shareholder without the delivery of same being necessary.

10.9 If the offer is not accepted in respect of the whole of any such Shares, the Offering Shareholder . shall retain such Shares subject to the remaining provisions of this Agreement (and, for the avoidance of doubt, no Shares will be Transferred pursuant to this clause 10).

10.10 The provisions of clauses 9.1, 9.3, 9.4, 9.8, 9.10 and 9.13 shall apply mutatis mutandis to this clause 10.

11. SHAREHOLDER UNDERTAKING

11.1 It is acknowledged and agreed by each Shareholder that by reason of:

11.1.1 its association with the Company; and

11.1.2 the opportunities which may be made available to the Shareholders pursuant to this Agreement and/or the MOI,

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each Shareholder (and the Relevant Persons, as defined in clause 11.2.1 below, who are who are granted access to Confidential Information, as defined in clause 11.2 below) will:

11.1.3 acquire considerable know-how in and will learn of techniques relating to all aspects of the businesses and activities of the Group, any Entity that Controls the Company, Lifezone and Orkid (the “Relevant Group”);

11.1.4 have access to the names of customers, suppliers, licensors, principals and agents with whom the Relevant Group does business;

11.1.5 have the opportunity of forging personal links with customers, suppliers, licensors, employees and agents of the Relevant Group;

11.1.6 generally have the opportunity of learning and acquiring the trade secrets, business connections and other confidential information pertaining to the Relevant Group’s businesses and affairs; and

11.1.7 be in a position to cause the Relevant Group considerable financial loss should it choose to use its knowledge and expertise and contacts with business connections of the Relevant Group, either for its own account or in association with any other person, Entity or syndicate, or as a consultant to or shareholder or owner of any such Entity.

11.2 In consideration of the Company making available confidential information in respect of the Relevant Group, including (without limitation) Kelltechnology, the Intellectual Property, any information relating thereto and any information in respect of the business conducted by the Group (“Confidential Information”) to the Shareholders, the Shareholders acknowledge that such information is secret, confidential and valuable to the Relevant Group and each Shareholder unconditionally and irrevocably undertakes to and in favour of each member of the Relevant Group that with effect from the Signature Date and for and for a period of 24 (twenty four) months after the date upon which it ceases to be a Shareholder (the “Confidentiality Period”):

11.2.1 each Shareholder and each of its employees, officers, directors and representatives (the “Relevant Persons”) will keep secret and confidential and will not (unless the Company provides its prior written consent) disclose or grant any third party access to the Confidential Information; provided that any of the Confidential Information may only be disclosed to the Relevant Persons who need to know such information and who: (i) have been provided with a copy of this Agreement and have been advised of their obligations hereunder; and (ii) have agreed in writing to keep such Confidential Information confidential and to be bound by the terms of this Agreement to the same extent as if they were

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parties hereto. Notwithstanding any such agreement on the part of any of the Relevant Persons, each Shareholder shall ensure that each such Relevant Person to whom it so discloses Confidential Information shall observe the terms of this Agreement and the Shareholder who makes such disclosure will be liable for any breach of the terms of this Agreement by any of such Relevant Person;

11.2.2 each Shareholder shall keep all Confidential Information within their possession, power, custody or control: (i) in such a way as to prevent unauthorised access by any third party (including taking such security measures against actual loss or destruction of, or damage to, personal data); (ii) separate from all other documents and information held by the Shareholder; and (iii) properly and securely stored wherever it is used, and the Shareholders shall also comply with any reasonable directions given by the Company and/or the Company’s employees, officers, directors and/or representatives in this regard. In any event each Shareholder shall protect the Confidential Information using measures no less stringent than those which: (a) such Shareholder uses to protect its own confidential information; and (b) a reasonable person would use to protect its own confidential information; and

11.2.3 procure that:

11.2.3.1 all Relevant Persons who are granted access to Confidential Information as contemplated in clause 11.2.1 and/or who are involved in the business of the Group: (i) do not directly or indirectly, in the Licensed Territory, carry on any activity (and are not directly or indirectly interested or engaged in or concerned with any activity of whatsoever nature carried on) in any capacity (including, but not limited to, advisor, agent, consultant, director, employee, financier, manager, member of a close corporation, member of a voluntary association, partner, proprietor, shareholder, trustee) in any company, close corporation, firm, business, trade, undertaking or concern) in competition with: the business conducted by the Group; Kelltechnology; and/or the Intellectual Property; and (ii) are not directly or indirectly involved in any investment and/or project of such Shareholder which competes in any manner whatsoever with: the business conducted by the Group; Kelltechnology; and/or the Intellectual Property;

11.2.3.2 no employees, officers, directors and/or representatives of the Shareholder (other than the Relevant Persons who are granted

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access to Confidential Information as contemplated in clause 11.2.1) has access to any Confidential Information; and

11.2.3.3 all policies, procedures and “chinese walls”, as are satisfactory to and/or required by the Company, are in place so at to ensure that no employees, officers, directors and/or representatives of the Shareholder (other than the Relevant Persons who are granted access to Confidential Information contemplated in clause 11.2.1) has access to any Confidential Information.

11.3 Each Shareholder undertakes that it will not at any time during the Confidentiality Period and whether for reward or not, directly or indirectly:

11.3.1 encourage or entice or incite or persuade or induce any senior employee of the Relevant Group to terminate his employment by the Relevant Group; nor

11.3.2 furnish any information or advice (whether written or oral) to any employee to whom clause 11.3.1 applies or to any prospective employer of such employee or use any other means which are directly or indirectly designed, or in the ordinary course of events calculated, to result in any such employee terminating his employment by the Relevant Group and/or becoming employed by or directly or indirectly in any way interested in or associated with any other company, close corporation, firm, undertaking or concern,

or attempt to do so.

11.4 Each of the undertakings set out in this clause 11 (including those appearing in a single clause) is severable inter alia as to -

11.4.1 nature of interest, act or activity;

11.4.2 the categories of activity falling within the definition of Protected Business;

11.4.3 the categories of activity falling within the definition of Competitive Activity;

11.4.4 the individual magisterial districts within each country which falls within the Licensed Territory;

11.4.5 each country falling within the definition of the Licensed Territory;

11.4.6 each company falling within the definition of the Relevant Group;

11.4.7 each month falling within the Restraint Period,

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and are acknowledged to be reasonably required for the protection of the Relevant Group and are generally fair and reasonable.

11.5 Each Shareholder acknowledges that the Group will suffer financial harm and loss if it breaches any provision of this clause 11. The undertakings embodied in this clause 11 shall be enforceable at the instance of any one or more of the members of the Relevant Group and constitutes an irrevocable sitpulatio afteri in favour of any member of the Relevant Group which is not a Party to this Agreement, which may be accepted by such member at any time by giving written notice to that effect to the Shareholders.

12. COME ALONG AND TAG ALONG

12.1 Come Along

12.1.1 If a bona fide third party and/or a party acting in concert with such third party (the “Potential Acquirer”) makes an offer or a series of inter-related offers to purchase all of the Shares on identical pro rata terms and provided that:

12.1.1.1 during the Lock-in Period Shareholders holding not less than [***]% ([***] per cent) of the issued ordinary shares of the Company; or

12.1.1.2 after the Lock-in Period Shareholders holding not less than [***]% ([***] per cent) of the issued Shares,

wish to accept such offer in respect of their Shares (after first having complied with the relevant provisions of clause 9 and yet no sale between the Shareholders takes place in terms of clause 9) then the remaining Shareholders in the Company shall be obliged to accept the offer of the Potential Acquirer in respect of all their Shares.

12.1.2 Each of the Shareholders irrevocably and in rem suam appoints any of the other Shareholders at the time as his attorney and agent to do all such things as may be necessary to comply with the provisions of this clause.

12.2 Tag Along

12.2.1 If any Shareholder/s (the “Accepting Shareholder/s”) receives an offer or a series of inter-related offers from the same bona fide third party and/or a party acting in concert with such third party which it wishes to accept, or makes an offer or a series of inter-related offers to the same third party and/or a party acting in concert with such third party, to sell Shares (whether directly or indirectly) which constitute in excess of [***]% ([***] per cent) of the issued Shares, to such third party and/or a party acting in concert with such third party (the “Potential

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Purchaser”) then the Accepting Shareholder/s shall forthwith notify all of the other Shareholders (the “Other Shareholder”) thereof in writing (the “Notice”) and, after first having complied with the relevant provisions of clause 9 and yet no sale between the Shareholders takes place in terms of clause 9, the Other Shareholder shall have the right to elect (by way of written notice to the Accepting Shareholder/s by not later than the expiry of the 5th (fifth) day of the 30 (thirty) day period mentioned in clause 9.6) (the “Election Notice”) to require that the Potential Purchaser makes the same offer to acquire the same proportion of Other Shareholder’s Shares as it offered to acquire from the Accepting Shareholder/s on mutatis mutandis the same terms and conditions as those on which the Potential Purchaser wishes to (directly or indirectly) acquire the Accepting Shareholder/s’ Shares (“Reciprocal Offer”). If the Other Shareholder delivers the Election Notice in accordance with this clause 12.2.1 then the Accepting Shareholder/s undertakes in favour of the Other Shareholder, prior to selling in excess of [***]% ([***] per cent) of the issued share capital of the Company to the Potential Purchaser, to procure that the Other Shareholder receives a Reciprocal Offer. If the Other Shareholder exercises its election in terms of this clause 12.2.1, for the avoidance of doubt, it shall be required to take up all and not only part of the Reciprocal Offer.

12.2.2 If the Other Shareholder does not timeously exercise its election contemplated in clause 12.2.1 then the Accepting Shareholder/s shall not be restricted, in any manner whatsoever, from disposing of its Shares (whether directly or indirectly) to the Potential Purchaser on terms and conditions which are not more favourable to it than the terms and conditions offered in the offer contemplated in clause 12.2.1.

12.2.3 Each of the Shareholders irrevocably and in rem suam appoints any of the other Shareholders at the time as his attorney and agent to do all such things as may be necessary to comply with the provisions of this clause.

13. DIVIDENDS

13.1 Subject to the terms of this Agreement and Applicable Law, the dividend policy of the Company shall be to declare and pay not less than [***]% of its profits after tax having regard to the needs, expenditure and requirements (including working capital requirements) of the Group to its Shareholders, which dividend -

13.1.1 shall be paid as soon as practically possible after its declaration; and

13.1.2 shall be declared within 30 days of its half year and financial year.

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13.2 Notwithstanding the provisions of clause 13.1 above, no dividend shall be declared or paid until such time as all Shareholders’ Claims on loan account (together with all interest accrued on such funding) has been repaid in full unless the Shareholders who have provided such funding agree otherwise in writing.

14. FINANCIAL AND OTHER INFORMATION

14.1 Without prejudice to a Shareholder’s rights under the law of South Africa, any Shareholder shall be entitled to carry out a review of the affairs of the Company at its own cost and, provided that: (a) the relevant Shareholder gives the Company reasonable written notice; and (b) such Shareholder and such Shareholder’s accountant has signed a confidentiality agreement in favour of all of the Shareholders, Orkid, Lifezone and the Company in a form approved by each Shareholder, Orkid, Lifezone and the Company (acting reasonably), the Company shall make available all its books and records for this purpose and the Shareholder and/or the Shareholder’s accountant shall be entitled to attend at the Company’s premises for the purpose of carrying out such review; provided that attendances and inspections undertaken by or on behalf of the Shareholder pursuant to this clause 14.1 shall be carried out during normal business hours and in such a manner as not to interfere with the operations of the Company.

14.2 Each Shareholder shall be entitled to receive, and the Company shall promptly deliver, upon written request, the following:

14.2.1 copies of the Lifezone Licence, the Kelltech SA Licence and the KellPlant Licence

14.2.2 such information as the Company shall be required to provide to the Shareholders pursuant to any Applicable Law; and

14.2.3 such additional information that a Shareholder may reasonably request, at such Shareholder’s cost, including any information relating to anti-money laundering matters and details of the internal procedures and controls established for the purposes of preventing the Company from becoming an instrument for money laundering, fraud or other corrupt or illegal purposes or practices.

15. REGULATORY AUTHORITY

Notwithstanding anything to contrary herein contained, if the approval of any regulatory authority (“Regulatory Authority”) is required to any transaction contemplated in this Agreement (including under the pre-emption clauses and/or pursuant to the option exercised in clause 4.5), the Parties shall co-operate with each other in order to present the necessary documentation to the relevant Regulatory Authority as soon as reasonably possible and to the extent that any time periods have been imposed in this Agreement for the completion of the particular transaction, which are inappropriate having

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regard to the time period permitted to the relevant Regulatory Authority to consider the matter, the time periods in question in this Agreement shall be extended sufficiently so as to enable the relevant Parties to be afforded a reasonable opportunity to obtain the necessary approval/s.

16. RIGHT FOR POTENTIAL PURCHASER TO CONDUCT A DUE DILIGENCE

16.1 No Shareholder which is in possession of confidential information relating to the Company, shall disclose such information to any potential purchaser of its Shares unless:

16.1.1 such Shareholder is satisfied that the potential purchaser is a serious bona fide potential purchaser;

16.1.2 each Shareholder provides its written consent to such disclosure (such consent to not to be unreasonably withheld); and

16.1.3 the potential purchaser and each Shareholder signs an appropriate confidentiality agreement contemplated in clause 16.2.

16.2 Any Entity which has a serious bona fide interest in purchasing Shares shall be entitled, at the request of a Shareholder, subject to such Entity signing a confidentiality agreement in favour of all of the Shareholders, Orkid, Lifezone and the Company in a form approved by each Shareholder, Orkid, Lifezone and the Company (acting reasonably), to:

16.2.1 have access, but only at the premises of the Company (or elsewhere as determined by the Shareholders together), to appropriate documents of the Group if any, necessary for the potential purchaser to make an informed decision as to whether to purchase the Shares and at what price. Such potential purchaser shall not be entitled to make copies of the documents; and

16.2.2 interview the managing director/chief executive officer (and any other employee of the Company agreed to in writing by the managing director/chief executive officer) but no other employees whatever without the written approval of all of the Shareholders.

16.3 As soon as a Shareholder becomes aware of any breach of the aforesaid confidentiality agreement, it shall forthwith notify the other Shareholders and the Company thereof in writing and provide the other Shareholders and the Company with all information in its possession in respect of such breach.

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17. FAIR MARKET VALUE

17.1 The Parties record that and agree that whenever the Fair Market Value is required to be determined for the purposes of this Agreement, it shall be determined on the day of the occurrence of the relevant event.

17.2 When the Fair Market Value is to be determined:

17.2.1 the Parties shall meet by not later than 5 (five) Business Days after the occurrence of the relevant event and attempt to agree the Fair Market Value in writing, acting reasonably; and

17.2.2 if the Parties: (a) fail to meet timeously in accordance with clause 17.2.1; or (b) meet timeously in accordance with clause 17.2.1 but fail to reach agreement on the Fair Market Value within 10 (ten) days of so meeting, then, in the case of either (a) or (b) occurring, any of the Parties shall be entitled to refer the matter to the Independent Valuers for determination. The Independent Valuers shall determine the Fair Market Value based on accepted market practices at the time. In so making such determination, the Independent Valuers shall act as experts and not arbitrators.

17.3 The Parties shall use their reasonable endeavours to ensure that the process/es contemplated in 17.2.1 and, if applicable, 17.2.2 are completed expediently and shall provide the Independent Valuers and the other of them with all information and documentation required by the Independent Valuers in order to determine the Fair Market Value as soon as is reasonably possible after such matter has been referred to the Independent Valuers for determination.

17.4 The Independent Valuers will be such independent and reputable intellectual property valuation practice group which is a CLP (Certified Licensing Professional) as may be agreed between the Parties, or failing agreement within 10 (ten) Business Days from the date of a request by any of them for such agreement, appointed by the chairman for the time being of Certified Licensing Professionals, Inc.. If that person fails or refuses to make the aforesaid appointment, any Party may approach the High Court of the Republic of South Africa (Gauteng Division, Pretoria) or any other South African High Court with jurisdiction over the Company to make such an appointment. To the extent necessary, the Parties agree that the High Court of the Republic of South Africa (Gauteng Division, Pretoria) and any other South African High Court with jurisdiction over the Company is expressly empowered to make such appointment.

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18. LEGAL PROCEEDINGS

Notwithstanding any other provisions of this Agreement, should any Shareholder deem it necessary that the Company institute or defend any action or legal proceedings or enforce any of the rights which the Company may have (“Action”) against any Shareholder (the “Defendant Shareholder”) then such Shareholder shall refer the matter to a meeting of the Board. If the Board does not take such Action within 30 (thirty) days (or such shorter period as may be reasonable and necessitated by the circumstances) after the matter has been referred to it, then such Shareholder (the “Proposer”) shall, provided that the holders of a majority of the Shares (excluding those held by the Defendant Shareholder) agree in writing, be authorised to take all such steps and sign all such documents as may be necessary to take such Action, and shall be authorised to determine and control the manner in which such Action is taken, on behalf of the Company; provided that -

18.1 should the Company be ordered or agree in settlement to pay any amount (including any legal costs) as a result of taking such Action, then such Proposer shall refund to the Company the excess, if any, of such amount over the amount, if any, (including any legal costs) which becomes payable to the Company as a result of taking such Action; and

18.2 such Proposer shall bear all legal costs associated with taking the Action, but should the Company have a court order or reasonable settlement granted in its favour in the circumstances then the Company shall refund to such Proposer the amount of all costs (including any legal costs) which such Proposer may have paid or incurred on behalf of the Company in taking such action.

19. REPRESENTATIONS AND WARRANTIES

Each of the Parties represents and warrants as at the Signature Date and as at the Trigger Date 1:

19.1 it is a company duly incorporated and in good standing under the laws of its jurisdiction of incorporation;

19.2 it has the corporate power, capacity and authority, and all licences, approvals and consents required by it to conduct its business as is contemplated to be carried on by this Agreement;

19.3 this Agreement has been duly authorised and executed by it and constitutes its valid and legally binding obligations, enforceable against it in accordance with its terms; and

19.4 the execution and delivery of each of this Agreement by it and the performance of its duties and obligations under this Agreement and the MOI do not result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement or any licence, permit or certificate, to which it is a party or by which it is bound, or require any authorisation or approval under or pursuant to any of the foregoing, or violate any statute, regulation, law,

39

order, writ, injunction, judgment or decree to which it is subject, which breach, default, failure to obtain authorisation or violation would materially adversely impair its ability to carry out its obligations under this Agreement and the MOI .

20. CONFIDENTIALITY

20.1 Save as provided in this clause 20, each Party shall, and shall procure that its Affiliates and subsidiaries and their respective officers, directors, employees, agents, auditors and advisers shall, treat as confidential all information relating to any other Party or relating to their respective businesses that is of a confidential nature and which is obtained by that Party in terms of, or arising from the implementation of this Agreement, which may become known to it by virtue of being a Party (together, the “Protected Information”), and shall not reveal, disclose or authorise the disclosure of any such Protected Information to any third party or use (save for the permitted use of the Protected Information by the Company) such Protected Information for its own purpose or for any purposes.

20.2 The obligations of confidentiality in clause 20.1 shall not apply in respect of the disclosure or use of such information in the following circumstances:

20.2.1 in respect of disclosures of the Protected Information by the Company to a third party where such disclosure is made in the proper conduct of the business of the Company and such disclosure is made subject to a suitable written confidentiality undertaking signed by the third party protecting the confidential nature of the Protected Information;

20.2.2 in respect of any information which is previously known by such Party (other than as a result of any breach or default by any Party or other person of any agreement by which such confidential information was obtained by such Party);

20.2.3 in respect of any information which is in the public domain (other than as a result of any breach or default by any Party);

20.2.4 any disclosure to any Party’s professional advisors, executive staff, board of directors or similar governing body who (i) such Party believes have a need to know such information, and (ii) are notified of the confidential nature of such information and are bound by a general duty of confidentiality in respect thereof materially similar to that set out herein;

20.2.5 any disclosure required by law or by any court of competent jurisdiction or by any regulatory authority or by the rules or regulations of any stock exchange;

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20.2.6 any disclosure by a Shareholder to the effect that it is a shareholder in the Company;

20.2.7 any disclosure made by a Shareholder made in accordance with that Shareholder’s proper pursuit of any legal remedy in respect of this Agreement;

20.2.8 any disclosure by a Shareholder to its shareholders or members pursuant to any reporting obligations that Shareholder may have to its shareholders or members, provided that each such shareholder or member is notified of the confidential nature of such information and is bound by a general duty of confidentiality in respect thereof materially similar to that set out herein; or

20.2.9 any disclosure made by the Company in accordance with the MOI.

20.3 In the event that a Shareholder is required to disclose confidential information as contemplated in clause 20.2.5, such Shareholder will:

20.3.1 advise any Party/ies in respect of whom such information relates (the “Relevant Party/ies”) in writing prior to disclosure, if possible;

20.3.2 take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can;

20.3.3 afford the Relevant Party/ies a reasonable opportunity, if possible, to intervene in the proceedings;

20.3.4 comply with the Relevant Party/ies’ reasonable requests as to the manner and terms of such disclosure; and

20.3.5 notify the Relevant Party/ies of the recipient of, and the form and extent of, any such disclosure or announcement immediately after it was made.

20.4 The Company may by notice in writing be entitled to demand the prompt return of the whole or any part of any confidential information supplied by or on behalf of the Company to any Shareholder, other than any confidential information which a Shareholder is entitled to retain pursuant to the terms of the Transaction Documents, and each Shareholder hereby undertakes to comply promptly with any such demand.

21. BREACH

Should any Party (the “Defaulting Party”) breach any provision of this Agreement and fail to remedy such breach within 14 (fourteen) days after receiving written notice requiring it to do so from another Party (the “Innocent Party”), then the Innocent Party shall be entitled, without prejudice to its other

41

rights in law including any right to claim damages, to claim immediate specific performance of the Defaulting Party’s obligations, or in the case of a material breach of a provision going to the root of this Agreement, to cancel this Agreement by giving written notice to that effect to the Defaulting Party, provided that, no Party shall be entitled to cancel this Agreement at any time after the Subscription Price has been received by the Company.

22. NOTICES

22.1 The Parties choose as their address for service for all purposes under this Agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature (including the exercise of any option), the following addresses:

22.1.1 The Company:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

22.1.2 IDC:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

22.1.3 Kelltech Mauritius:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

With copies to each of the Shareholders at their addresses specified pursuant to this clause 22.

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22.1.4 Lifezone:

Physical: [***]

Postal: [***]

Fax: [***]

Attention:	[***] and [***]
With a copy to:	[***]
And to:	[***]
And to:	[***]

Fax:	[***]
For attention:	[***]

22.1.5 Orkid:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

With a copy to:	[***]
Physical:	[***]

Postal: [***]

Fax: [***]

For the attention of: [***]

22.1.6 Liddell:

Physical and postal: [***]

43

With a copy to (physical and postal): [***]

Email: [***]

For the attention of: [***]

22.2 Any notice or communication required or permitted to be given in terms of this Agreement shall be valid and effective only if in writing but it shall be competent to give notice by fax but not by e-mail unless the relevant Party has specified an e-mail address in clause 22.1 above, in which case it shall be competent to give notice to such Party by way of e-mail.

22.3 Any Party may by notice to any other Party change the physical address chosen as its address for service vis-a-vis that Party to another physical address the relevant jurisdiction or its fax number, provided that the change shall become effective vis-a-vis that addressee on the 1Q1h (tenth) Business Day from the receipt of the notice by the addressee.

22.4 Any notice to a Party:

22.4.1 sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at an address chosen as its address for service to which post is delivered shall be deemed to have been received on the 7th (seventh) Business Day after posting (unless the contrary is proved);

22.4.2 delivered by hand to a responsible person during ordinary business hours at the physical address chosen as its address for service shall be deemed to have been received on the day of delivery; or

22.4.3 sent by fax to its chosen fax number stipulated in clause 22.1, shall be deemed to have been received on the date of despatch (unless the contrary is proved), provided that the sender has received a receipt indicating proper transmission.

22.5 Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen address for service.

23. GOVERNING LAWS

23.1 This Agreement is governed by, and all disputes, claims, controversies, or disagreements of whatever nature arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, termination or enforceability,(a “Dispute”) shall be resolved in accordance with the laws of South Africa.

44

23.2 For purposes of applying for urgent relief and in respect of any matters which cannot be resolved in accordance with clause 24, the Parties hereby consent and submit to the non-exclusive jurisdiction of the High Court of the Republic of South Africa (Gauteng Division, Pretoria) in any Dispute.

24. SETTLEMENT OF DISPUTES

24.1 Amicable Settlement

If any Dispute arises between any of the Parties, they shall use all reasonable endeavours to resolve the matter amicably and in good faith. If one Party gives any other Party notice that a Dispute has arisen and the Parties are unable to resolve such Dispute within 30 (thirty) days of service of such notice, then such Dispute shall be referred to the respective chairmen or chief executives or other nominated senior representative of the Parties in dispute. No Party shall resort to arbitration against any other Party under this Agreement until at least 30 (thirty) days after such referral. This shall not affect a Party’s right to seek urgent relief.

24.2 Arbitration

24.2.1 Unless provided for to the contrary in this Agreement, a Dispute which arises in regard to:

24.2.1.1 the interpretation of;

24.2.1.2 the carrying into effect of;

24.2.1.3 any of the Parties’ rights and obligations arising from;

24.2.1.4 the termination or purported termination of or arising from the termination of; or

24.2.1.5 the rectification or proposed rectification of this Agreement, or out of or pursuant to this Agreement or on any matter which in terms of this Agreement requires agreement by the Parties, (other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction),

and which is not resolved in accordance with clause 24.1, shall be finally resolved in accordance with the rules of the Arbitration Foundation of Southern Africa (“AFSA”) by an arbitrator or arbitrators agreed to in writing by the Parties or, failing such agreement within 5 (five) Business Days after it is requested by any Party, appointed by AFSA. There shall be a right of appeal as provided for in article 22 of the aforesaid rules.

45

24.2.2 Each Party to this Agreement -

24.2.2.1 expressly consents to any arbitration in terms of the aforesaid rules being conducted as a matter of urgency; and

24.2.2.2 irrevocably authorises any other Party to apply, on behalf of all Parties to such dispute, in writing, to the secretariat of AFSA in terms of article 23(1) of the aforesaid rules for any such arbitration to be conducted on an urgent basis.

24.2.3 If AFSA no longer exists then the arbitrator shall be appointed by the President for the time being of the Law Society of the Northern Provinces of South Africa and the arbitration shall be conducted in accordance with the Arbitration Act No. 42 of 1965.

24.2.4 Notwithstanding anything to the contrary in this clause 24, any Party shall be entitled to apply, on an urgent basis, for an interdict or for an order of specific performance from any court of competent jurisdiction.

24.2.5 For the purposes of clause 24.2.4 and for the purposes of having any award made by the arbitrator being made an order of court, each of the Parties hereby submits itself to the non-exclusive jurisdiction of the High Court of the Republic of South Africa (Gauteng Division, Pretoria).

24.2.6 This clause 24 is severable from the rest of this Agreement and shall remain in full force and effect notwithstanding any termination or cancellation of this Agreement.

25. WHOLE AGREEMENT, NO AMENDMENT

25.1 This Agreement and the MOI together set out the entire understanding of all the Parties with respect to the subject matter hereof, and supersede and replace any other agreements and/or discussions, written or oral.

25.2 No amendment or consensual cancellation of this Agreement or any provision or term thereof or of any agreement or other document issued or executed pursuant to or in terms of this Agreement and no settlement of any disputes arising under this Agreement and no extension of time, waiver, or relaxation or suspension of or agreement not to enforce or to suspend or postpone the enforcement of any of the provisions or terms of this Agreement or of any agreement or other document issued pursuant to or in terms of this Agreement shall be binding unless recorded in a written document signed by the Parties (or in the case of an extension of time, waiver, relaxation or suspension, signed by the Party granting such extension, waiver, relaxation or suspension). Any such extension, waiver,

46

relaxation or suspension which is so given or made shall be construed strictly as relating only to the matter in respect whereof it was made or given.

26. FURTHER ASSURANCE

Each Party shall, at the reasonable request of any other Party, perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by any statute, ordinance, judicial decision, executive order, regulation, common law, rule, or by-law of any jurisdictions that is applicable to such Party in order to completely and punctually implement and/or give effect to this Agreement.

27. COSTS

Each of the Parties shall bear its own legal, accountancy and other costs, charges and expenses in connection with the negotiation and execution of this Agreement.

28. SEVERABILITY

Any provision in this Agreement which is or may become illegal, invalid or unenforceable in any jurisdiction affected by this Agreement shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be treated pro non scripto and severed from the balance of this Agreement, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

29. STIPULATIO ALTERI

No part of this Agreement shall constitute a stipulatio alteri in favour of any person who is not a Party to the Agreement unless the provision in question expressly provides that it does constitute a stipulatio afteri.

30. NO CESSION AND ASSIGNMENT

Except as expressly provided in this Agreement which expressly states that cession, delegation or assignment may take place, no Party shall be entitled to cede, assign, transfer or delegate all or any of its rights, obligations and/or interest in, under or in terms of this Agreement to any third party without the prior written consent of the other Parties (which consent shall not be unreasonably withheld).

31. EXECUTION IN COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement as at the date of signature of the Party that signs its counterpart last in time.

47

32. NO PARTNERSHIP/ JOINT VENTURE

Nothing in this Agreement shall be construed so as to render the Parties or any of them a partnership, association or joint venture or as creating a partnership, association or joint venture.

Signed by the Parties on the following dates and at the following places respectively:

For:	LIFEZONE LIMITED
Signature:	/s/ [***]
	who warrants that he / she is duly authorised thereto
Name:	[***]
Date:	03/02/2016
Place:

For:	KELLTECH LIMITED
Signature:	/s/ [ILLEGIBLE]

	who warrants that he / she is duly authorised thereto
Name:
Date:	03/02/2016
Place:

For:	ORKID S.à r.l.
Signature:	/s/ [ILLEGIBLE]

	who warrants that he / she is duly authorised thereto
Name:
Date:	12/02/2016
Place:

For:	THE INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTH AFRICA LIMITED
Signature:	/s/ Nozizwe Mthembu
	who warrants that he / she is duly authorised thereto
Name:	Nozizwe Mthembu
Date:
Place:	[***]

For:	KELLPLANT PROPRIETARY LIMITED
Signature:	/s/ [ILLEGIBLE]
	who warrants that he / she is duly authorised thereto
Name:
Date:	03/02/2016
Place:

48

Schedules and other similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

Schedule 1 Form of Deed of Adherence

[***]

49

Schedule 2 The MOI

[***]

50

Schedule 3 The Trust Agreement

[***]

TABLE OF CONTENTS

Clause number and description Page

1.	INTERPRETATION AND PRELIMINARY	2
2.	SUSPENSIVE CONDITIONS	12
3.	PURPOSES AND POWERS OF THE COMPANY	14
4.	SUBSCRIPTION FOR / ISSUANCE OF THE SUBSCRIPTION SHARES	14
5.	INCONSISTENCY WITH THE MOI	17
6.	FUNDING	17
7.	LOCK IN	22
8.	TRANSFERS OF SHARES - GENERAL	22
9.	TRANSFERS OF SHARES - PRE-EMPTIVE RIGHTS	24
10.	DEEMED OFFERS	27
11.	SHAREHOLDER UNDERTAKING	29
12.	COME ALONG AND TAG ALONG	33
13.	DIVIDENDS	34
14.	FINANCIAL AND OTHER INFORMATION	35
15.	REGULATORY AUTHORITY	35
16.	RIGHT FOR POTENTIAL PURCHASER TO CONDUCT A DUE DILIGENCE	36
17.	FAIR MARKET VALUE	37
18.	LEGAL PROCEEDINGS	38
19.	REPRESENTATIONS AND WARRANTIES	38
20.	CONFIDENTIALITY	39
21.	BREACH	40
22.	NOTICES	41
23.	GOVERNING LAWS	43
24.	SETTLEMENT OF DISPUTES	44
25.	WHOLE AGREEMENT, NO AMENDMENT	45
26.	FURTHER ASSURANCE	46
27.	COSTS	46
28.	SEVERABILITY	46

2

29.	STIPULATIO ALTERI	46
30.	NO CESSION AND ASSIGNMENT	46
31.	EXECUTION IN COUNTERPARTS	46
32.	NO PARTNERSHIP/ JOINT VENTURE	47

Schedule 1	- Form of Deed of Adherence
Schedule 2	- The MOI
Schedule 3	- The Trust Agreement

Orkid S.a r.I. (“Orkid”)
(registration no. B 167 777)
Legis House 11 New Street, St Peter Port
Guernsey GY1 3EG To:
KellTech Limited (“KellTech”)
(formerly Lifezone SA Ventures Limited)
(company no. 084564 C1/GBL)
4th Floor, Ebene Skies rue de I‘Institute
Ebene, Republic of Mauritius Kelltechnology South Africa (RF)
Proprietary Limited (“KellTech SA”)
(registration no. 2008/026628/07)
6 Ecofusion Office Park Block B,
324 Witch-Hazel Ave Highveld Park, Ext 59
Centurion, Gauteng, 0157
Republic of South Africa The Industrial Development Corporation
Of South Africa Limited (“IDC”)
19 Fredman Drive, Sandown, 2191
Republic of South Africa
(Attention: Head of Basic Metals and Mining) Lifezone Limited (“Lifezone”)
(attn: [***])
(company no. 081243 C2/GBL)
4th Floor, Ebene Skies rue de I‘Institute
Ebene, Republic of Mauritius Kellplant Proprietary Limited (“KellPlant”)
(registration no. 2015/364753/07)
6 Ecofusion Office Park Block B,
324 Witch-Hazel Ave Highveld Park,
Ext 59 Centurion, Gauteng, 0157
Republic of South Africa

22 May 2020

Dear Sirs

Amendments to the KellTech SA arrangements

Further to discussions between the parties, the following amendments to the KellTech SA arrangements have been agreed with effect from the date hereof.

1. We refer to the following KellTech arrangements (together, the “KellTech Documents”):

1.1 the KellTech SA Shareholders Agreement dated 12 February 2016 between Lifezone, Orkid, IDC, KellTech and KellTech SA, as amended (the “KellTech SA Shareholders Agreement”);

1.2 the KellTech SA Licence Agreement dated 16 April 2014 between KellTech Mauritius and KellTech SA, as amended, including by the first addendum dated 12 February 2016 (the “KellTech SA Licence”);

1.3 the KellPlant Licence Agreement dated 12 February 2016 between KeliTech SA and KellPlant, as amended (the “KellPlant Licence”, and together with the KellTech SA Licence, the “Licence Agreements”;

1.4 the KellTech SA Memorandum of Incorporation, as amended (the “KellTech SA Constitution”).

2. In each of the KellTech Documents:

2.1 the definition of “PGMs” will be amended by the replacement of the definition in its entirety with the following:

2

”“PGMs” means (a) platinum, palladium, rhodium, ruthenium, iridium and osmium (all six being the metallic elements contained in the Platinum Group of the Periodic Table, “PGEs”) but only where the primary focus of the extraction process is on the extraction of one or more of the PGEs; (b) gold and silver (“Precious Metals”) but only where the primary focus of the extraction process is on the extraction of one or more of PGEs or one or more of the Precious Metals; and (c) nickel, copper, cobalt, and other metals, elements or compounds but only where the primary focus of the extraction process is on the extraction of one or more of the PGEs or one or more of the Precious Metals;”

2.2 the definition of “Patents” will be amended by the replacement of the definition in its entirety with the following:

““Patents” means, to the extent that they relate to Kelltechnology only

(a)	South African Patent 2000/6600;
(b)	South African provisional patent application 2012/05222;
(c)	South African Patent No. 2014/09387;
(d)	African Regional Intellectual Property Organisation (“ARIPO”) Patent No. AP/P/2014/008110;
(e)	South African Patent No. 2015/08577;
(f)	ARIPO Patent No. AP/P/2015/008962;
(g)	South African Patent No. 2014/08684;
(h)	South African Patent No. 2017/05992;
(i)	ARIPO Patent No. AP/P/2015/008960;
(j)	South African Patent No. 2018/04188; and
(k)	ARIPO Patent No. AP/P/2018/010822,

and all patent applications and granted patents in the Licenced Territory in the same patent family as any of the aforementioned patent applications;”

3. In each of the KellTech SA Shareholders Agreement and the KellTech SA Constitution:

3.1 the definition of “Intellectual Property” will be amended by the replacement of the definition in its entirety with the following (underlined text is underlined solely to indicate it is new):

““Intellectual Property” means all intellectual property rights relating to Kelltechnology of whatsoever nature, whether registered or unregistered, owned, licensed to or controlled by Lifezone in the Licensed Territory, including, without limitation, the ‘mentions, information and technologies that form the subject matter of the Patents and the Know-How in each case relating to Kelltechnology, and all current and future improvements, variations and individual unit operations thereof, whether conceived of, developed and/or acquired by Lifezone and regardless of howsoever created;”

4. In each of the Licence Agreements, the definition of “Net Refinery Return” will be amended by the replacement of the definition in its entirety with the following (struckthrough text is struckthrough solely to indicate it has been deleted):

““Net Refinery Return” means the net revenue (after deducting transport costs, customs clearing costs, refining charges and realizations) received from the sales of refined PGMs produced from Concentrate from a plant using Kelltechnology;”

5. To the extent necessary, where the relevant agreed amendment appears in the KellTech SA Constitution, the relevant parties will procure that such constitution is formally amended so that such amendment is implemented. For the avoidance of doubt, the relevant parties will

3

procure that the relevant shareholder resolutions are proposed, passed and registered as may be required by local law.

This letter is governed by, and all disputes of whatever nature arising out of or in connection with this letter shall be resolved in accordance with the laws of the Republic of South Africa.

The provisions of clauses 24 (Settlement of Disputes) and 31 (Execution in Counterparts) of the KellTech SA Shareholders Agreement will apply to this letter as if set out in full herein.

By our signature hereto, we hereby confirm our agreement with the contents of this letter:

Signature:	/s/ Erich Clarke
For and on behalf of:	Orkid S.à r.l.
Name:	Erich Clarke
	who warrants that he / she is duly authorised thereto
Date:	10 June 2020
Place:	[***]

By our signature hereto, we hereby confirm our agreement with the contents of this letter:

Signature:	/s/ Erich Clarke
For and on behalf of:	Kelltech Limited
Name:	Erich Clarke
	who warrants that he / she is duly authorised thereto
Date:	29 May 2020
Place:	[***]

4

By our signature hereto, we hereby confirm our agreement with the contents of this letter:

Signature:	/s/ [***]
For and on behalf of:	Lifezone Limited
Name:	[***]
	who warrants that he / she is duly authorised thereto
Date:	12 June 2020
Place:	[***]

By our signature hereto, we hereby confirm our agreement with the contents of this letter

Signature:	/s/ R S Wallace	/s/ ZR Coetzee
For and on behalf of:	The Industrial Development Corporation of South Africa Limited	Industrial Development Corporation
Name:	R S Wallace	ZR COETZEE
	who warrants that he / she is duly authorised thereto
Date:	30/10/20	30 October 2020
Place:	[***]	[***]

By our signature hereto, we hereby confirm our agreement with the contents of this letter:

Signature:	/s/ Erich Clarke
For and on behalf of:	Kelltechnology South Africa (RF) Proprietary Limited
Name:	Erich Clarke
	who warrants that he / she is duly authorised thereto
Date:	29 May 2020
Place:	[***]

5

By our signature hereto, we hereby confirm our agreement with the contents of this letter:

Signature:	/s/ [***]
For and on behalf of:	Kellplant Proprietary Limited
Name:	[***]
	who warrants that he / she is duly authorised thereto
Date:	12 June 2020
Place:	[***]

EX-10.11

Exhibit 10.11

Certain information has been omitted from the exhibit because it is both (i) not material and (ii) of the type that the registrant customarily and actually treats as private or confidential. The omissions have been indicated by (“[***]”).

edward nathan sonnenbergs

Johannesburg cape town durban stellenbosch
150 west street
sandown sandton johannesburg 2196
p o box 703347 sandton south africa 2146
docex 152 randburg
tel +2711 269 7600 fax +2711 269 7899
info@problemsolved co.za www.problemsolved.co.za

FIRST ADDENDUM TO THE KELLTECH MAURITIUS LICENSE AGREEMENT (dated 16 April 2014)

between

LIFEZONE LIMITED
(Company No. 081243 C2/GBL)

and

KELLTECH LIMITED (previously named Lifezone SA Ventures Limited)
(Company No. 084564 C1/GBL)

and

KEITH [***] LIDDELL
([***])

(the “Agreement”)

WHEREBY IT IS AGREED AS FOLLOWS:

1. INTRODUCTION

1.1. All the terms defined in the Agreement shall, unless the context otherwise requires, bear the same meaning when used in this addendum to the Agreement (the “Addendum”).

1.2. The Parties wish to amend the Agreement on the basis contemplated in this Addendum.

2. SUSPENSIVE CONDITIONS

2.1. Clause 3 is subject to the fulfilment of the following suspensive conditions that by no later than the latest date upon which the suspensive conditions to the subscription and shareholders’ agreement (the “Kelltech SA Shareholders’ Agreement”) entered into or to be entered into between Lifezone Limited, ORKID S.à rd., the Industrial Development Corporation of South Africa Limited, Kelltech Limited and KellPlant (Pty) Ltd, a company incorporated in the Republic of South Africa having registration number 2008/026628/07 (to be renamed Kelltechnology South Africa (RF) (Pty) Ltd or such other name as may be

approved by the Companies and Intellectual Property Commission of South Africa) (“Kelltech SA”), must be fulfilled or waived (as the case may be), or such extended date as the Parties may agree in terms of clause 2.4:

2.1.1. the Kelltech SA Shareholders’ Agreement has become unconditional, save for any condition contained therein requiring this Agreement to have been entered into or become unconditional;

2.1.2. the first addendum to the sub-license agreement between KellTech Limited and Kelltech SA in respect of Kelltechnology (dated 16 April 2014) has been entered into and become unconditional, save for any condition contained therein requiring this Agreement to have been entered into or become unconditional; and

2.1.3. the sub-licence agreement in respect of Kelltechnology between Kelltech SA and its subsidiary has been entered into and become unconditional, save for any condition contained therein requiring this Agreement to have been entered into or become unconditional.

2.2. Forthwith after the date upon which this Agreement is signed by the last of the Parties to do so (the “Signature Date”), the Parties shall use their respective reasonable endeavours and co-operate in good faith to procure the fulfilment of the suspensive conditions, to the extent that it is within their power to do so, as expeditiously as reasonably possible.

2.3. The suspensive conditions have been inserted for the benefit of all of the Parties who will together be entitled to waive fulfilment of same by written agreement prior to the expiry of the relevant time period set out in clause 2.1 (or extended in accordance with clause 2.4).

2.4. Unless the suspensive conditions have been fulfilled or waived by not later than the relevant date for fulfilment thereof set out in clause 2.1 (or such later date or dates as may be agreed in writing between the Parties), the amendments contemplated in clause 3, will never become of any force or effect and none of the Parties will have any claim against any other Party in terms hereof or arising from the failure of the suspensive conditions, save for any claims arising from a breach of clause 2.2, as well as any breach of any of the provisions of this Agreement which became effective on the Signature Date.

3. AMENDMENTS

With effect from the date upon which the last of the suspensive conditions set out in clause 2 have been fulfilled or waived (as the case may be), the Agreement is hereby amended by making the changes thereto reflected in mark-up in Annexure A hereto.

4. CONTINUATION OF THE AGREEMENT

Save as specifically contemplated in this Addendum, the Agreement shall continue to be of force and effect on the basis of its original terms and conditions (in particular it is recorded that Annexure A hereto does not contain the agreements attached as Annexure A and Annexure B to the Agreement (collectively the “Annexed Agreements”) and this Addendum does not amend or replace the Annexed Agreements in any manner whatsoever).

5. EXECUTION IN COUNTERPARTS

This Addendum may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement as at the date of signature of the Party that signs its counterpart last in time.

SIGNED by the Parties on the following dates and at the following places respectively:

For:	LIFEZONE LIMITED
Signature:	/s/ [***]
	who warrants that he / she is duly authorised thereto
Name:	[***]
Date:	03/02/2016
Place:

For:	KELLTECH LIMITED
Signature:	/s/ [ILLEGIBLE]
	who warrants that he / she is duly authorised thereto
Name:
Date:	03/02/2016
Place:

For:	KEITH [***] LIDDELL
Signature:	/s/ Keith Liddell
	who warrants that he / she is duly authorised thereto
Name:
Date:	03/02/2016
Place

We hereby consent to the amendments contemplated in this Addendum:

For:	ORKID S.à.r.l.
Signature:	/s/ [ILLEGIBLE]
	who warrants that he / she is duly authorised thereto
Name:
Date:	12/02/2016
Place

ANNEX A. The Agreement as amended

edward nathan sonnenbergs

Johannesburg cape town durban stellenbosch
150 west street
sandown sandton johannesburg 2196
po box 703347 sandton south africa 2146
docex 152 randburg
tel +2711 269 7600 fax +2711 269 7899
info@problemsolved co.za www.problemsolved.co.za

KELLTECH MAURITIUS LICENSE AGREEMENT
EXECUTION VERSION

between

LIFEZONE LIMITED
(Company No. 081243 C2/GBL)

and

KELLTECH LIMITED (previously named Lifezone SA Ventures Limited)
(Company No. 084564 C1/GBL)

and

KEITH [***] LIDDELL
([***])

Dated: 16 April 2014

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1. INTERPRETATION AND DEFINITIONS

The headings of the clauses in this Agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of this Agreement nor any clause hereof. Unless a contrary intention clearly appears:

1.1 words importing:

1.1.1 any one gender include the other two genders;

1.1.2 the singular include the plural and vice versa; and

1.1.3 natural persons include created entities (corporate or unincorporated) and the state and vice versa;

1.2 the following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings, namely -

1.2.1 “Agreement” means this licence agreement;

1.2.2 “Applicable Law” means any statute, ordinance, judicial decision, executive order, regulation, common law, rule, or by-law of any jurisdictions that are applicable to the relevant Party;

1.2.3 “[***]” means [***], a limited liability company formerly incorporated in [***] under registered number [***] and of registered address at [***] but which migrated to [***] and now has exempt company number [***]and registered address at [***];

1.2.4 “[***] Agreement” means the written deed of assignment of intellectual property entered into between [***] and [***] on [***], attached hereto as Annexure A;

1.2.5 “[***] Royalty” means the royalty (being an amount of US$[***] ([***] United States Dollar) per troy ounce of platinum group elements contained in the feed material processed in any plant in the Licensed Territory where the 

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Intellectual Property (as defined in the [***] Agreement) or the Invention (as defined in the [***] Agreement) is operated, commissioned or installed by [***] or by any of his licensees or assignees. For purposes hereof platinum group elements include Pt, Pd, Rh, Ir, Ru, Os and Au and the determination of product of the weighted average of the platinum group element assays for the feed for any Quarter (as defined in the [***] Agreement) and the dry weight of feed material to the plant for any Quarter (as defined in the [***] Agreement)) payable by Lifezone to [***] in terms of the [***] Agreement, as amended by a deed of assignment dated 8 July 2013, attached hereto as Annexure B, between [***], [***] and Lifezone under which Lifezone undertook to pay the [***] Royalty;

1.2.6

“Business Day” means a day, other than a Saturday, Sunday, or public holiday in Guernsey, the Republic of South Africa or the Republic of Mauritius;

1.2.7 “Concentrate” means the product arising from the process of crushing, milling, flotation, or any other method of separation whereby material containing PGMs is separated from tailings and concentrated from the ore and waste rock;

1.2.8 “Control” means in relation to an Entity the ability of a person (the “Controller”), directly or indirectly, to ensure that the activities and business of an Entity (the “Controlled Entity”) are conducted in accordance with the wishes of the Controller, and the Controller shall be deemed to so control the Controlled Entity if the Controller owns, directly or indirectly, the majority of the issued share capital, members interest or equivalent equity and/or holds, directly or indirectly, the majority of the voting rights in the Controlled Entity or the Controller has the right to receive the majority of the income of that Controlled Entity on any distribution by it of all of its income or the majority of its assets on a winding up and in respect of a Controlled Entity that is a trust, “Control” means the ability of the Controller to control the majority of the votes of the trustees or to appoint the majority of the trustees or to appoint or change the majority of the beneficiaries, or such trust

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	operates primarily for the benefit of such person and “Controlling” and “Controlled” shall be construed accordingly;
1.2.9	“the Effective Date” means the date of the fulfilment and/or waiver of the last of the suspensive conditions in clause 3.1 to be fulfilled or waived (as the case may be);

1.2.10 “Entity” means any association, business, close corporation, company, concern, enterprise, firm, fund, partnership, person, trust, undertaking, voluntary association or other similar entity whether corporate or unincorporate;

1.2.11 “FSC” means the Financial Services Commission of Mauritius;

1.2.12 “Gross Margin” means the Net Refinery Return less the cost of processing the relevant Concentrate using Kelltechnology (including, without limitation, all capital and financing costs), provided that such costs shall be calculated on the basis of including amortising capital expenditure on the relevant treatment plant over twenty years;

1.2.13 “Group” has the meaning set out in the KellTech Shareholders Agreement;

1.2.14 “Intellectual Property” means all intellectual property rights relating to Kelltechnology of whatsoever nature, whether registered or unregistered, owned, licensed to or controlled by Lifezone in the Licensed Territory at any time during the term of this Agreement, including, without limitation, the inventions, information and technologies that form the subject matter of the Patents and the Know-How, and all current and future improvements, variations and individual unit operations thereof, whether conceived of, developed and/or acquired by Lifezone and regardless of howsoever created;

1.2.15 “KellTech” means Kelltech Limited (previously named Lifezone SA Ventures Limited), a company registered and incorporated in Mauritius under company number [***], to be renamed KellTech Limited or such other name as may be approved by the Registrar of Companies in Mauritius;

1.2.16 “KellTech Shareholders Agreement” means the written shareholders’ agreement entered into or to be entered into between Lifezone, SPM, Orkid, 

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	KellTech and Liddell on or about the Signature Date in terms of which, inter alia, the relationships of the shareholders of KellTech are regulated and certain arrangements and understandings in respect of KellTech are set out;
1.2.17	“Kelltechnology” means the hydrometallurgical process developed by Liddell for the extraction of PGMs that requires significantly less electrical energy than the current conventional matte smelting process;

1.2.18 “Know-How” means all confidential information of whatever nature relating to:

1.2.18.1 the inventions and technologies that form the subject matter of the Patents;

1.2.18.2 Kelltechnology which is under the possession and control of Lifezone; and

1.2.18.3 all other information generally relating to exploitation, implementation and/or use of the technologies referred to in 1.2.18.1 and 1.2.18.2 above including, without limiting the generality of the foregoing, technical information, manufacturing and processing techniques, designs, specifications, formulae, systems, processes and information concerning materials;

1.2.19 “Libor” means the London interbank offered rate administered by the British Bankers Association (or any other person which takes over the administration of that rate) for three month US dollar deposits displayed on pages LiborOI and Libor02 of the Reuters screen (or any replacement Reuters page) which displays that rate at 11am (London time) on the first Business Day of each calendar quarter;

1.2.20 “Licence Quarter” means a period of three calendar months starting on the first day of the months of March, June, September and December of any calendar year;

1.2.21 “Licensed Territory” means Angola, Botswana, Democratic Republic of Congo, Lesotho, Malawi, Madagascar, Mozambique, Namibia, Swaziland, Tanzania, Zambia, Zimbabwe, South Africa and Seychelles;

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1.2.22 “Liddell” means Keith [***] Liddell ([***]);

1.2.23 “Lifezone” is Lifezone Limited (Company No. 081243 C2/GBL), a company registered and incorporated in Mauritius;

1.2.24 “Lock-in Period” means the period commencing on the “Effective Date” (as defined in the Kelltech Shareholders Agreement) and ending on the fifth anniversary of the “Effective Date” (as defined in the Kelltech Shareholders Agreement);

1.2.25 “Net Refinery Return” means the net revenue (after deducting transport costs, customs clearing costs, refining charges and realizations) received from the sales of refined PGMs produced from Concentrate from a plant using Kelltechnology;

1.2.26 “Orkid” means Orkid S.à r.l., Registration No. B 167 777, a limited liability private company duly incorporated in Luxembourg;

1.2.27 “Parties” are Lifezone, KellTech and Liddell;

1.2.28 “Patents” means:

1.2.28.1 South African Patent 2000/6600; and

1.2.28.2 South African provisional patent application 2012/05222 and all patent applications and granted patents in the Licensed Territory claiming priority from the aforementioned provisional patent application;

1.2.29 “PGMs” means platinum, palladium, rhodium, ruthenium, iridium and osmium together with the associated metals of gold, silver, nickel, copper and cobalt;

1.2.30 “Service Agreement” means the service agreement in the agreed form to be entered into between Lifezone and KellTech on or before the Effective Date in terms of which, inter alia, Lifezone agrees to provide to the Group technology support services in relation to Kelltechnology, such services initially to be delivered by Liddell, [***] and [***];

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1.2.31 “Shares” means the ordinary shares of USD1.00 (one US Dollar) each in the share capital of KellTech;

1.2.32 “Signature Date” is the date of signature of this Agreement by the last of the Parties to do so;

1.2.33 “SPM” has the meaning set out in the KellTech Shareholders Agreement;

1.2.34 “SPM Group” has the meaning set out in the KellTech Shareholders Agreement;

1.2.35 “Subsidiary” means a member of the Group;

1.2.36 “Taxes” shall include all value added tax, income, excise, regional services and other taxes of whatever nature (other than taxes generally asserted on the net income of KellTech in Mauritius) as well as all levies, imposts, duties, charges or fees of whatever nature;

1.2.37 “USD” or “US Dollars” means United States Dollars;

1.2.38 “USD Exchange Rate” means the applicable average USD/ other currency foreign exchange spot trading rate published by Reuters at 08h00 on the last day of the month in which the relevant Licence Quarter in question ends;

1.3 any reference to an enactment is to that enactment as at the Signature Date and as amended or re-enacted from time to time and includes any subordinate legislation made from time to time under such enactment. Any reference to a particular section in an enactment is to that section as at the Signature Date, and as amended or re-enacted from time to time and/or an equivalent measure in an enactment, provided that if as a result of such amendment or re-enactment, the specific requirements of a section referred to in this Agreement are changed, the relevant provision of this Agreement shall be read also as if it had been amended as necessary, without the necessity for an actual amendment;

1.4 if any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of the Agreement;

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1.5 when any number of days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day is not a Business Day, in which case the last day shall be the next succeeding day which is a Business Day;

1.6 references to an “agreement” or “document” shall be construed as a reference to such agreement or document as the same may have been amended, varied, supplemented or novated in writing at the relevant lime in accordance with the requirements of such agreement or document and, if applicable, of this Agreement with respect to amendments, save that this clause shall not apply to: (a) the [***] Agreement and a reference to such agreement shall be a reference to the agreement attached hereto as Annexure A; and (b) the deed of assignment dated [***] between [***], [***] and Lifezone under which Lifezone undertook to pay the [***] Royalty and a reference to such agreement shall be a reference to the agreement attached hereto as Annexure B;

1.7 expressions defined in this Agreement shall bear the same meanings in annexures to this Agreement which do not themselves contain their own conflicting definitions;

1.8 the use of any expression in this Agreement covering a process available under Mauritian or South African law such as a winding up (without limitation eiusdem generis) shall, if any of the Parties is subject to the law of any other jurisdiction, be construed as including any equivalent or analogous proceedings under the law of such defined jurisdiction;

1.9 if any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that that term has not been defined in this interpretation clause;

1.10 the expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this;

1.11 the rule of construction that a contract shall be interpreted against the Party responsible for the drafting or preparation of the contract, shall not apply;

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1.12 any reference in this Agreement to a Party shall include a reference to that Party’s assigns expressly permitted under this Agreement and, if such party is liquidated or sequestrated, be applicable also to and binding upon that party’s liquidator or trustee, as the case may be;

1.13 the index and the headings in this Agreement are inserted for convenience only and do not affect its interpretation;

1.14 any annexure to this Agreement shall take effect as if set out in this Agreement and references to this Agreement shall include its annexures;

1.15 references to “clauses” and “Annexures” are references to the clauses and annexures of this Agreement;

1.16 the words “include”, “including” and “in particular” shall be construed as being by way of example or emphasis only and shall not be construed, nor shall they take effect, as limiting the generality of any preceding word/s; and

1.17 the words “other” and “otherwise” shall not be construed eiusdem generis with any preceding words where a wider construction is possible.

2. PREAMBLE

2.1 Lifezone is the proprietor of the Intellectual Property in the Licensed Territory.

2.2 Lifezone holds rights in respect of the Intellectual Property outside of the Licensed Territory.

2.3 The Parties have agreed that Lifezone will license the Intellectual Property to KellTech on the terms set out in this Agreement:

2.3.1 on an exclusive basis as contemplated in clauses 4.1 and 4.3.1; and

2.3.2 on a non-exclusive basis as contemplated in clauses 4.2 and 4.3.2.

3. CONDITION PRECEDENT

3.1 The whole of this Agreement, other than the provisions of this clause, clause 1, clause 12 (Maintenance, Prosecution And Recordal Of Intellectual Property) and clauses 21 (Cession and Assignment) to 33 (Severability), which shall be of immediate force and effect on the Signature Date, is subject to the fulfilment of the suspensive conditions that by no later than:

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3.1.1 31 December 2014 the KellTech Shareholders Agreement has become unconditional, save for any condition contained therein requiring this Agreement to have become unconditional; and

3.1.2 31 May 2014 the FSC has granted its approval for Lifezone to: the enter into and give effect to the terms of this Agreement; and to engage in the business activities contemplated hereunder.

3.2 Forthwith after the Signature Date, the Parties shall use their respective: (a) reasonable endeavours and co-operate in good faith to procure the fulfilment of the suspensive condition contained in clause 3.1.1, to the extent that it is within their power to do so, as expeditiously as reasonably possible; and (b) reasonable endeavours and co-operate in good faith to procure the fulfilment of the suspensive condition contained in clause 3.1.2, to the extent that it is within their power to do so, as expeditiously as reasonably possible.

3.3 The suspensive condition contained in clause:

3.3.1 3.1.1 has been inserted for the benefit of all of the Parties who will together be entitled to waive fulfilment of same by written agreement prior to the expiry of the relevant time period set out in clause 3.1 (or extended in accordance with clause 3.4); and

3.3.2 3.1.2 is not capable of being waived by any of the Parties.

3.4 Unless the suspensive conditions have been fulfilled or waived by not later than the relevant date for fulfilment thereof set out in clause 3.1 (or such later date or dates as may be agreed in writing between the Parties), the provisions of this Agreement, save for this clause, clause 1, clause 12 (Maintenance, Prosecution And Recordal Of Intellectual Property) and clauses 21 (Cession and Assignment) to 33 (Severability), which will remain of full force and effect, will never become of any force or effect and none of the Parties will have any claim against any other Party in terms hereof or arising from the failure of the suspensive condition, save for any claims arising from a breach of clause 3.2, as well as any breach of any of the provisions of this Agreement which became effective on the Signature Date.

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4. LICENSED RIGHTS

4.1 Lifezone hereby grants to KellTech an exclusive licence in respect of the Intellectual Property within the Licensed Territory to use and/or exercise the processes and technologies that form the subject matter of the Intellectual Property.

4.2 Lifezone hereby grants to KellTech a non-exclusive licence in respect of the Intellectual Property to sell goods and products that are the product of the exercise of such licence within the Licensed Territory, such sale not being restricted to the Licensed Territory.

4.3 The licence granted to KellTech includes the right to sub-license the whole or any part of the Intellectual Property within:

4.3.1 South Africa on an exclusive basis and on the basis that the person to whom KellTech grants such sub-licence (“Kelltech SA”) shall be permitted to further sub-licence same in South Africa on a non-exclusive basis and only on the basis that, the sub-licensee/s of Kelltech SA shall not be permitted to further sub-license same, and otherwise on terms that will enable KellTech to meet all of its obligations under this Agreement; and

4.3.2 the Licensed Territory (other than South Africa) but only on a non-exclusive basis and only on the basis that no further sub-licensing is permitted and otherwise on terms that will enable KellTech to meet all of its obligations under this Agreement.

5. TERM OF AGREEMENT

5.1 Save for those clauses which become of immediate force and effect on the Signature Date pursuant to clause 3, this Agreement commences with effect from the Effective Date and shall remain in force indefinitely, unless otherwise terminated in accordance with the provisions of clauses 22 and 26.2.

5.2 Within 9 (nine) months of termination of this Agreement for any reason whatsoever, during which period, subject to clause 26.3, KellTech and any of its sub-licensees, as appropriate, shall continue to pay Lifezone the royalties, KellTech shall cease to use the Intellectual Property and shall, within 3 (three) months thereafter, return to Lifezone or destroy all documents and materials containing, reflecting, incorporating, or based on the Intellectual Property in its possession (and any copies of, or extracts from, such documents or materials)

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	and expunge, as far as practical, all such documents and materials from any computer or data storage system into which it was entered save that KellTech may retain documents containing or based on the Intellectual Property to the extent required by law or any applicable governmental or regulatory authority.
5.3	All provisions of this Agreement which in order to give effect to their meaning need to survive its termination shall remain in full force and effect thereafter.

6. TITLE TO THE INTELLECTUAL PROPERTY

6.1 KellTech acknowledges that all right, title and interest in and to the Intellectual Property vests in Lifezone and that, save as set out in this Agreement, it has no claim of any nature in and to the Intellectual Property.

6.2 KellTech shall not at any time during or after termination or cancellation of this Agreement dispute the validity or enforceability of such rights or the Patents, or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of that right, title and interest of any of the intellectual property rights which may be the subject of this Agreement and shall not counsel or assist any other person to do so.

7. DELIVERY OF INTELLECTUAL PROPERTY AND PROVISION OF TECHNICAL EXPERTISE

Within 30 (thirty) days of the Effective Date Lifezone will deliver to KellTech one copy of each of the Patents together with a copy of all documentation and other materials in the possession of Lifezone and/or Liddell adequately imparting the Know-How necessary for the proper implementation of this Agreement.

8. ROYALTIES AND MARKET REPORTS

8.1 In consideration for the rights granted to it in terms of this Agreement KellTech undertakes to pay Lifezone the following royalties:

8.1.1 a royalty of [***]% ([***] per cent) of Net Refinery Return arising from Concentrate originating from a member of the SPM Group that is processed using Kelltechnology by a member of the Group or the SPM Group, provided that in relation to the first Kelltechnology plant (the “First Plant”) only:

8.1.1.1 the royalties payable under this clause 8.1.1 will be paid at the above rates for a period of six months commencing on the day on

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which Concentrate originating from a member of the SPM Group is processed at the First Plant using Kelltechnology by a member of the Group or the SPM Group. Thereafter, at any time KellTech or Lifezone can require that the actual direct plant operating cost per ounce of 4E (Pt, Pd, Rh, Au) at the First Plant will be determined over one month’s steady state operation (a “Test Period”) and compared with the operating cost per ounce of 4E (Pt, Pd, Rh, Au) as provided in the simulis final feasibility study revision C dated 17 December 2013 (the “Final Feasibility Study”) in respect of the First Plant (the “Predicted Cost per Ounce”);

8.1.1.2

if the actual cost per ounce of 4E (Pt, Pd, Rh, Au) at the First Plant in any Test Period is more than [***]% of the Predicted Cost per Ounce (after the Predicted Cost per Ounce has been appropriately adjusted in terms of clause 8.1.1.3) then the royalty payable under this clause 8.1.1 will be reduced by the same percentage as the actual cost per ounce at the First Plant exceeds [***]% above the Predicted Cost per Ounce for the First Plant. If thereafter the actual cost per ounce of 4E (Pt, Pd, Rh, Au) at the First Plant in any Test Period is less than [***]% of the Predicted Cost per Ounce (after the Predicted Cost per Ounce has been appropriately adjusted in terms of clause 8.1.1.3) then the royalty payable under this clause 8.1.1 will revert to [***]% of Net Refinery Return arising from Concentrate originating from a member of the SPM Group that is processed using Kelltechnology by a member of the Group or the SPM Group.

8.1.1.3 In respect of any Test Period, the Predicted Cost per Ounce will be adjusted as appropriate to take account of changed circumstances, including being adjusted (a) for differences in input costs between the Final Feasibility Study and actual input costs at the time, (b) for differences in actual feed rate and concentrate grade if these are lower than the designed parameters and (c) differences in ore mix if it is outside the range predicted when the Predicted Cost per Ounce was established.

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8.1.2 a royalty (the “Lifezone Royalty”) of [***]% ([***] per cent) of Net Refinery Return arising from Concentrate originating from a party other than the SPM Group that is processed using Kelltechnology by a member of the Group or the SPM Group (other than in relation to Concentrate originating from the SPM Group, where clause 8.1.1 applies), provided that if the sum of the Lifezone Royalty and the [***] Royalty is greater than [***]% ([***] per cent) of the relevant Gross Margin then the Lifezone Royalty shall not exceed an amount equal to (a) [***]% ([***] per cent) of the Gross Margin minus (b) the [***];

8.1.3 a royalty of [***]% ([***] per cent) of Net Refinery Return arising from Concentrate processed by a person other than a member of the Group or the SPM Group using Kelltechnology (the “Second Lifezone Royalty”) and if the sum of the Second Lifezone Royalty and the [***] Royalty is more than [***]% ([***] per cent) of all royalties, fees and charges paid by third parties to a member of the Group (the “Third Party Royalties”) in respect of Kelltechnology then the Second Lifezone Royalty shall not exceed (a) [***]% of the Third Party Royalties minus (b) the [***] ; and

8.1.4 the [***] Royalty. For the avoidance of doubt, the amount payable under this clause 8.1.4 will be calculated only in relation to feed material processed in any plant in the Licensed Territory and where the Intellectual Property (as defined in the [***] Agreement) or the Invention (as defined in the [***] Agreement) is operated, commissioned or installed in the Licensed Territory by Liddell or by any of his licensees or assignees, including Lifezone, KellTech and KellPlant. KellTech shall be obliged to pay the [***] Royalty to KellTech regardless of whether KellTech has been paid royalties by the persons to whom KellTech has granted sub-licences.

8.2 Royalties payable for a Licence Quarter shall be calculated and paid by KellTech within thirty days of the end of the Licence Quarter in question. Where any amounts which are required for purposes of calculating any royalty payable pursuant to clause 8.1 are in any currency other than United States Dollars, then for the purposes of calculating such royalties the same shall be converted to United States Dollars using the applicable USD Exchange Rate in respect of the Licence Quarter to which such royalty relates.

8.3 Simultaneously with each royalty payment KellTech will furnish Lifezone with a complete and accurate royalty statement in a form stipulated by Lifezone (acting reasonably) from time to

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time. All royalty statements furnished by KellTech pursuant to this Agreement will be certified as correct by a director of KellTech and shall include such particulars of technical information as Lifezone may reasonably require from time to time.

8.4 All payments made by KellTech to Lifezone shall be made:

8.4.1 in cash or by electronic transfer;

8.4.2 free of exchange;

8.4.3 without deduction or demand;

8.4.4 at Lifezone’s address, or at such other address within Mauritius as Lifezone may from time to time nominate by notice duly given or care of Lifezone’s Mauritian bankers as notified by Lifezone to KellTech from time to time by notice duly given; and

8.4.5 in United States Dollars.

8.5 In the event that the royalties payable by KellTech are subject to value added tax such tax shall be payable by KellTech and any amount payable by KellTech to Lifezone shall be calculated net of value added tax.

8.6 Notwithstanding anything to the contrary contained in this Agreement or elsewhere, other than clause 8.7, the Parties record and agree that no royalties shall be owing to Lifezone until the relevant member of the Group is in receipt of the funds from which the royalty is ultimately derived from, and in these circumstances no liability shall attach to KellTech (whether pursuant to 9 or otherwise). In circumstances where amounts are due and payable by third parties to a member of the Group, and such third parties are late in respect of such payments, Kelltech undertakes to use its reasonable endeavours to ensure that such third parties make the relevant payments, and if necessary KellTech shall institute legal proceedings in this regard. KellTech undertakes to use its best endeavours to minimise the risk of any third party default.

8.7 In the event that the circumstances set out in clause 8.6 apply, KellTech shall nevertheless pay to Lifezone a royalty in an amount equal to the [***] Royalty. Clause 8.6 will not apply in circumstances where any SPM Group company owes the funds from which the relevant royalty is ultimately derived.

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9. LIABILITY FOR INTEREST ON LATE PAYMENTS

9.1 All amounts which KellTech is required to pay to Lifezone in terms of this Agreement and which are not paid on due date shall bear interest at Libor plus [***]%.

9.2 The said interest shall be calculated quarterly in advance from the due date of payment and shall be compounded. The interest rate will be calculated on the basis of a 360 (three hundred and sixty) day year for actual days elapsed.

9.3 Lifezone’s right to charge interest on outstanding amounts shall not detract from any other rights that Lifezone may have in terms of this Agreement.

10. ACCOUNTING RECORDS

10.1 KellTech shall keep full, true and accurate books of account and records in accordance with generally accepted accounting practice containing all particulars that may be necessary for the purposes of showing the amount of royalties payable to Lifezone in terms of this Agreement. Such books of account and records shall be kept at the premises where KellTech’s business is carried on.

10.2 KellTech shall permit Lifezone at any time during business hours to have an independent chartered accountant of Lifezone’s selection examine all of the aforementioned books of account and records (including information stored in computer readable form) and to take copies of all such documents, books and records to determine whether all appropriate accounting of royalties hereunder and payments thereof have been made.

11. TAXES

If KellTech is compelled by law to make any deductions or withholdings it will pay such additional amounts as may be necessary in order that the net amount received by Lifezone after such deductions or withholdings (including any required deduction or withholding on such additional amounts) shall equal the amount Lifezone would have received had no such deductions or withholdings been made, and KellTech will provide Lifezone with evidence satisfactory to Lifezone (acting reasonably) that it has paid such deductions or withholdings, including, without limitation, an original or certified copy of each tax receipt evidencing such payments within 30 days following the date of each such payment.

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12. MAINTENANCE, PROSECUTION AND RECORDAL OF INTELLECTUAL PROPERTY.

12.1 Lifezone will, as soon as is practicable after the Signature Date and at its own expense:

12.1.1 pay all renewal and maintenance fees due in respect of the Patents to term; and

12.1.2 record the licence granted to KellTech against the Patents at the relevant patent registries.

12.2 Lifezone will advise KellTech on the desirability of filing, prosecuting and maintaining patents similar to the Patents in other countries of the Licensed Territory in so far as patent applications can still be filed in such countries, and in the event that KellTech wishes Lifezone to file, prosecute or maintain such patents then KellTech may, at KellTech’s expense, require Lifezone to do so.

12.3 Lifezone undertakes to sign all such documents and do all things necessary to give effect to the provisions of this clause 12.

13. IMPROVEMENTS TO THE INTELLECTUAL PROPERTY

13.1 If while this Agreement is in force, Lifezone (or any of Lifezone’s other licencees) makes, discovers, acquires or becomes aware of any improvement to the Intellectual Property, Lifezone undertakes to inform KellTech of such improvement promptly and such improvement will be deemed to form part of the Intellectual Property licenced under this Agreement. If Lifezone obtains patent or other registered intellectual property rights for such improvements within the Licensed Territory such rights will be deemed to be part of the Intellectual Property licensed in terms of this Agreement.

13.2 If while this Agreement is in force, KellTech or any person to whom KellTech sub-licences the Intellectual Property (whether such person is a member of the Group or a third party) (each a “Sub-licencee”) makes, discovers or acquires any improvements to the Intellectual Property, KellTech shall procure that:

13.2.1 Lifezone is immediately notified of such improvements;

13.2.2 Arrangements are made for KellTech and/or the relevant Sub-licencee to transfer such improvements to Lifezone; and

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13.2.3 To this end, each sub-licence agreement entered into by KellTech with any Sub-licencee will contain provisions to ensure that KellTech is in a position to procure such matters,

provided further that in consideration of such undertakings and the transfer to Lifezone of such improvements, such improvements shall form part of the Intellectual Property licensed to KellTech under this Agreement or, as applicable, the Intellectual Property sub-licensed by KellTech.

13.3 If while this Agreement is in force, KellTech or any person to whom KellTech sub-licences the Intellectual Property (whether such person is a member of the Group or a third party) (each a “Sub-licencee”) becomes aware of any improvements to the Intellectual Property that are made by a third party, KellTech shall procure that Lifezone is immediately notified of such improvements.

13.4 KellTech acknowledges that it shall have no rights of ownership or registration to such improvements, and undertakes that it shall not take any steps to register for itself or otherwise claim ownership of or any rights of use in respect of such improvements to the Intellectual Property nor take any steps which would prejudice Lifezone’s ability to make any registration thereof. KellTech shall ensure that each of its Sub-licencees provides a similar undertaking in favour of Lifezone.

14. WARRANTIES BY LIFEZONE

14.1 Lifezone hereby warrants to KellTech that, as at the Signature Date, the Effective Date and ail periods between such dates:

14.1.1 Lifezone is free to grant the licence conferred by this Agreement and it has not granted any licence to the Intellectual Property in the Licensed Territory;

14.1.2 Lifezone is the sole proprietor of the Intellectual Property;

14.1.3 no third party holds any rights of any nature in and to the Intellectual Property (other than the [***] Royalty);

14.1.4 Liddell holds no rights of any nature in and to the Intellectual Property;

14.1.5 the Intellectual Property and the exercise of the rights granted to KellTech in terms of this Agreement does not infringe in any manner whatsoever on the

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intellectual property rights of any third party either within or outside the Licensed Territory;

14.1.6 South African Patent 2000/6600 is valid and in force;

14.1.7 other than the Intellectual Property and save for any improvement to the Intellectual Property there are no other registered or unregistered forms of intellectual property that need to be licensed in order to enable the use of Kelltechnology for its intended purpose;

14.1.8 Lifezone is not a South African taxpayer nor is it regarded as a South African resident for South African exchange control purposes;

14.1.9 [***] holds no rights of use in respect of the Intellectual Property; and

14.1.10 Lifezone has not received any notice of infringement of any Intellectual Property from any party.

15. LIFEZONE COVENANTS

15.1 Lifezone hereby covenants to KellTech that for the entire duration of this Agreement:

15.1.1 Lifezone shall not license the Intellectual Property in the Licensed Territory to any third party or Liddell;

15.1.2 Lifezone shall not grant, sell, assign or otherwise encumber any interest in the Intellectual Property in the Licensed Territory to or in favour of any third party or Liddell;

15.1.3 Lifezone shall notify KellTech if it receives any notice or claim from a third party that: (a) challenges the validity of the Intellectual Property (or any part thereof); or (b) the exercise of any of the rights under the Intellectual Property in terms of this Agreement in the Licensed Territory infringes the intellectual property rights of such third party, and if Lifezone does receive such a claim it shall defend such a claim; and

15.1.4 Lifezone shall use its reasonable endeavours to conduct its affairs so that it will not be managed and controlled in South Africa and so that it will not trade or operate in South Africa.

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16. WARRANTIES BY LIFEZONE AND KELLTECH

16.1 Each of Lifezone and KellTech hereby warrants to and in favour of the other that, as at the Signature Date, the Effective Date and all periods between such dates:

16.1.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement;

16.1.2 this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms; and

16.1.3 the execution of this Agreement and the performance of its obligations hereunder does not and shall not:

16.1.3.1 contravene any law or regulation to which it is subject;

16.1.3.2 contravene any provision of its constitutional documents; or

16.1.3.3 conflict with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it.

16.2 Each warranty and undertaking in this Agreement:

16.2.1 is a separate warranty and undertaking and will in no way be limited or restricted by reference to or inference from the terms of any other warranty or undertaking or by any other words in this Agreement;

16.2.2 shall continue and remain in force notwithstanding the completion of the transactions contemplated in this Agreement; and

16.2.3 be deemed to be material and to be a material representation inducing the recipient to enter into this Agreement.

17. LIDDELL COVENANT

17.1 Liddell hereby covenants to Lifezone and KellTech that:

17.1.1 all intellectual property and related know-how relating to Kelltechnology that he has owned or has had in his possession and all improvements made by

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him and any and all improvements made by him in the future have been assigned and transferred to Lifezone; and

17.1.2 to the extent that any such transfer has not taken place, Liddell will sign all documents and do all things necessary to ensure that such transfer takes place.

18. CLAIMANTS IN RESPECT OF BREACHES BY LIFEZONE

The Parties acknowledge and agree that:

18.1 Lifezone has given to Orkid (together with its successors in title as holders of shares in KellTech) (the “Relevant Claimant”) under the KellTech Shareholders Agreement substantially the same warranties, representations, undertakings and covenants that it has given to KellTech under this Agreement; and

18.2 If the Relevant Claimant successfully pursues a claim against Lifezone in respect of one or more breaches of the KellTech Shareholders Agreement, then in respect of the same circumstances that gave rise to such claim KellTech will not be entitled to pursue a claim against Lifezone under this Agreement to the extent that such claim would result in the Relevant Claimant being compensated (directly or indirectly) for damages more than once in respect of the same breaches.

19. LIMITATION OF LIABILITY

The maximum aggregate liability of Lifezone with respect to all claims for breaches of the warranties and/or covenants under this Agreement and the KellTech Shareholders Agreement shall be limited to the aggregate of (a) US$[***] ([***] United States Dollars) plus (b) the aggregate of all distributions (including all dividends) paid by KellTech to Lifezone (the sum of (a) and (b) being referred to hereinafter as the “Relevant Amount”), provided that if KellTech is the Entity which pursues Lifezone then the maximum aggregate net liability of Lifezone in such circumstances shall be such amount as will result in the net adverse effect on Lifezone (after taking into account Lifezone’s interest in KellTech) being an amount equal to the Relevant Amount. For the avoidance of doubt, “distributions” will not include any payments made to Lifezone under this Agreement or the Service Agreement (as defined in the KellTech Service Agreement). It being agreed that notwithstanding anything to the contrary contained in this Agreement, subject to Applicable Law, when KellTech receives any funds pursuant to any claim by it against Lifezone for breaches of the warranties and/or

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covenants under this Agreement and/or the KellTech Shareholders Agreement then such funds shall immediately be distributed by KellTech to the holders of Shares.

20. INFRINGEMENT

20.1 If during the term of this Agreement any infringement or illegal use (the “Infringement”) of any item of the Intellectual Property in the Licensed Territory by any third party (the “Infringer”) should come to the attention of KellTech, then and in such event KellTech shall notify Lifezone of such infringement or illegal use and KellTech shall be entitled (but not obliged), without derogating from any rights which KellTech may have against Lifezone under this Agreement, to elect, in the aforesaid notice, to pursue a claim in respect of the Infringement against the Infringer in Lifezone’s name.

20.2 If, in the notice contemplated in clause 20.1, KellTech elects to pursue a claim in respect of the Infringement against the Infringer in Lifezone’s name then:

20.2.1 Lifezone hereby authorises KellTech to pursue a claim (which shall include an appeal) in Lifezone’s name and to control the proceedings in regard thereto;

20.2.2 KellTech and Lifezone shall provide the other of them with all evidence which it has available and/or can reasonably obtain in regard to the Infringement as soon as is reasonably possible after either of them becomes aware of such evidence;

20.2.3 when pursuing such claim KellTech shall do so on the same basis as it would act in circumstances where it was pursuing such claim for its own benefit and shall, at all stages and in all respects, act in Lifezone’s best interests in relation to the pursuit of the claim and shall deliver to Lifezone all correspondence, court documents, communications and evidence in relation to the claim, and where possible it shall deliver draft documentation to Lifezone prior to sending same to the Infringer and take into consideration all reasonable comments which Lifezone and/or its advisors may have on any of such documents, and Lifezone shall be entitled on reasonable notice to KellTech to have calls with KellTech when it deems fit in order to obtain an update on the progress of the claim;

20.2.4 Lifezone shall provide KellTech with all reasonable assistance and information in relation to the claim and the pursuit thereof;

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20.2.5 the legal fees and costs required to pursue such claim shall be borne by KellTech;

20.2.6 KellTech shall not have the right to withhold royalties arising after the date of the claim until the dispute has been determined.

20.3 If KellTech does not elect to pursue a claim in respect of the Infringement against the Infringer in Lifezone’s name in the notice contemplated in clause 20.1 or if Lifezone elects to pursue the claim then:

20.3.1 KellTech and Lifezone shall provide the other of them with all evidence which it has available and/or can reasonably obtain in regard to the Infringement as soon as is reasonably possible after either of them becomes aware of such evidence;

20.3.2 when pursuing such claim Lifezone shall, at all stages and in all respects, act in its own best interests and shall deliver to KellTech all correspondence, court documents, communications and evidence in relation to the claim, and where possible it shall deliver draft documentation to KellTech prior to sending same to the third party and take into consideration all reasonable comments which KellTech and/or its advisors may have on any of such documents, and KellTech shall be entitled on reasonable notice to Lifezone to have calls with Lifezone when it deems fit in order to obtain an update on the progress of the claim;

20.3.3 KellTech shall provide Lifezone with all reasonable assistance and information in relation to the claim and the pursuit thereof;

20.3.4 KellTech shall have the right to withhold royalties arising after the date of the claim until the dispute has been determined; and

20.3.5 the legal fees and costs required to pursue such claim shall be borne by Lifezone.

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21. CESSION AND ASSIGNMENT

21.1 The rights and obligations of KellTech are personal and may not be ceded, assigned, let or otherwise disposed of in any manner whatsoever without the prior written consent of Lifezone.

21.2 Without prejudice to Lifezone’s rights to licence the Intellectual Property as it sees fit outside of the Licensed Territory, Lifezone undertakes not to sell, assign, cede and/or transfer the Intellectual Property or any portion thereof during the term of this Agreement, without obtaining the prior written consent of KellTech.

22. FORCE MAJEURE

22.1 A Party is not liable for a failure to perform any of its obligations under this Agreement in so far as it proves:

22.1.1 that the failure was due to an impediment beyond its control;

22.1.2 that it could not reasonably be expected to have taken the impediment and its effects upon the party’s ability to perform into account at the time of the conclusion of the contract; and

22.1.3 that it could not reasonably have avoided or overcome the impediment or at least its effects.

22.2 An impediment in clause 22.1 may result from events such as the following, this enumeration not being exhaustive;

22.2.1 war, whether declared or not, civil war, civil violence, riots and revolution, acts of piracy, acts of sabotage;

22.2.2 natural disasters such as violent storms, cyclones, earthquakes, tidal waves, floods, destruction by lightening;

22.2.3 explosions, fire, destruction of machines, of factories and of any kind of installations;

22.2.4 boycotts, strikes and lockouts of all kinds, go-slow, occupation of factories and premises, and work stoppages;

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22.2.5 acts of authority, whether lawful or unlawful, apart from acts for which the party seeking relief has assumed the risk by virtue of any other provisions of this Agreement; and apart from the matters mentioned in clause 22.3.

22.3 For the purposes of clause 22.1 “impediment” does not include lack of authorisations, of licenses, or permits or of approvals necessary for the performance of the licence.

22.4 Relief from liability for non-performance by reason of the provisions of clause 22 shall commence on the date upon which the Party seeking relief gives notice of the impediment relied upon and shall terminate upon the date upon which such impediment ceases to exist; provided that if such impediment continues for a period of more than 6 (six) months either Party shall be entitled to terminate this Agreement by written notice to the other Party.

23. CONFIDENTIALITY

23.1 Save as provided in this clause 23, each Party shall, and shall procure that its respective officers, directors, employees, agents, auditors and advisors shall, treat as confidential all information relating to the Intellectual Property, to any other Party or relating to their respective businesses that is of a confidential nature and which is obtained by that Party in terms of, or arising from the implementation of this Agreement, which may become known to it by virtue of being a Party (together, the “Protected Information”), and shall not reveal, disclose or authorise the disclosure of any such Protected Information to any third party or use (save for the permitted use of the Protected Information by KellTech) such Protected Information for its own purpose or for any purposes.

23.2 The obligations of confidentiality in clause 23.1 shall not apply in respect of the disclosure or use of such information in the following circumstances:

23.2.1 In respect of disclosures of the Protected Information by KellTech and/or its Sub-licencees to a third party where such disclosure is made in the proper conduct of the business of KellTech or the Sub-licensee and such disclosure is made subject to a suitable written confidentiality undertaking signed by the third party protecting the confidential nature of the Protected Information;

23.2.2 in respect of any information which is previously known by such Party (other than as a result of any breach or default by any Party or other person of any agreement by which such confidential information was obtained by such Party);

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23.2.3 in respect of any information which is in the public domain (other than as a result of any breach or default by any Party);

23.2.4 any disclosure to any Party’s professional advisors, executive staff, board of directors or similar governing body who (i) such Party believes have a need to know such information, and (ii) are notified of the confidential nature of such information and are bound by a general duty of confidentiality in respect thereof materially similar to that set out herein;

23.2.5 any disclosure required by law or by any court of competent jurisdiction or by any regulatory authority or by the rules or regulations of any stock exchange; or

23.2.6 any disclosure made by a Party made in accordance with that Party’s proper pursuit of any legal remedy in respect of this Agreement.

23.3 In the event that a Party is required to disclose confidential information as contemplated in clause 23.2.5, such Party will:

23.3.1 advise any Party/ies in respect of whom such information relates (the “Relevant Party/ies”) in writing prior to disclosure, if possible;

23.3.2 take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can;

23.3.3 afford the Relevant Party/ies a reasonable opportunity, if possible, to intervene in the proceedings;

23.3.4 comply with the Relevant Party/ies’ reasonable requests as to the manner and terms of such disclosure; and

23.3.5 notify the Relevant Party/ies of the recipient of, and the form and extent of, any such disclosure or announcement immediately after it was made.

23.4 The obligations contained in this clause shall survive the expiry or termination of this Agreement for any reason. On the termination of this Agreement KellTech shall, at the request of Lifezone, by not later than 12 (twelve) months after such request destroy or return all information and materials belonging to Lifezone then in its or its Subsidiary’s possession, custody or control, including all confidential information and shall not retain any copies of the

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same, with the exception that KellTech may retain such information and materials as are reasonably required by law or any applicable governmental or regulatory authority.

24. GOVERNING LAWS

24.1 This Agreement is governed by, and all disputes, claims, controversies, or disagreements of whatever nature arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, termination or enforceability, (a “Dispute”) shall be resolved in accordance with the laws of Mauritius.

24.2 Notwithstanding anything to the contrary contained in clause 25, any Party shall be entitled to apply for any interdict (or any other matter that cannot be resolved pursuant to clause 25) to be heard by any competent court having jurisdiction.

25. SETTLEMENT OF DISPUTES

25.1 Amicable Settlement

If any Dispute arises between any of the Parties, they shall use all reasonable endeavours to resolve the matter amicably and in good faith. If one Party gives any other Party notice that a Dispute has arisen and the Parties are unable to resolve such Dispute within 30 (thirty) days of service of such notice, then such Dispute shall be referred to the respective chairmen or chief executives or other nominated senior representative of the Parties in dispute. No Party shall resort to arbitration against any other Party under this Agreement until at least 30 (thirty) days after such referral. This shall not affect a Party’s right to seek interim relief.

25.2 Arbitration

25.2.1 Unless provided for to the contrary in this Agreement, a Dispute which arises in regard to:

25.2.1.1 the interpretation of;

25.2.1.2 the carrying into effect of;

25.2.1.3 any of the Parties’ rights and obligations arising from;

25.2.1.4 the termination or purported termination of or arising from the termination of; or

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25.2.1.5 the rectification or proposed rectification of this Agreement, or out of or pursuant to this Agreement or on any matter which in terms of this Agreement requires agreement by the Parties, (other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction),

and which is not resolved in accordance with clause 25.1, shall be submitted to and decided by arbitration under the rules of the London Court of International Arbitration (the “LCIA Rules”) and such rules are deemed to be incorporated by reference into this clause.

25.2.2 The seat and place of arbitration shall be in Mauritius with only the Parties and their representatives present thereat.

25.2.3 The Parties shall use their reasonable endeavours to procure the expeditious completion of the arbitration.

25.2.4 Save as expressly provided in this Agreement to the contrary, the arbitration shall be subject to the arbitration legislation for the time being in force in Mauritius.

25.2.5 There shall be one arbitrator who shall, if the question in issue is:

25.2.5.1 primarily a legal matter, a practising senior counsel or, alternatively, a practising attorney of not less than 15 (fifteen) years’ experience as an attorney; or

25.2.5.2 any other matter, a suitably qualified person.

25.2.6 The appointment of the arbitrator shall be agreed upon by the Parties in writing or, failing agreement by the Parties within 10 (ten) Business Days after the arbitration has been demanded, at the request of any of the Parties shall be nominated by LCIA Court in accordance with the LCIA Rules.

25.2.7 The Parties shall keep the evidence in the arbitration proceedings and any order made by any arbitrator confidential unless otherwise contemplated herein.

25.2.8 The arbitrator shall be obliged to give his award in writing fully supported by reasons.

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25.2.9 The provisions of this clause are severable from the rest of this Agreement and shall remain in effect even if this Agreement is terminated for any reason.

25.2.10 The arbitrator shall have the power to give default judgment if any Party fails to make submissions on due date and/or fails to appear at the arbitration, which judgment the arbitrator shall be entitled to rescind on good cause shown in terms of the legal principles applicable to rescission of judgments.

26. BREACH

26.1 If a Party (the “Defaulting Party”) commits any breach of this Agreement including any failure to pay royalties and fails to remedy such breach within 20 (twenty Business Days, (the “Notice Period”) of written notice requiring the breach to be remedied, then the Party giving the notice (the “Claiming Party”) will not be entitled to cancel this Agreement (save as contemplated in clause 22 (Force Majeure)), and in this regard the Parties agree that the cancellation of this Agreement (save as contemplated in clause 22 (Force Majeure)) in the event of a breach would be an inappropriate and insufficient remedy and that irreparable damage would occur if the provisions of this Agreement were not complied with, but will be entitled, at its option to (a) claim specific performance of all or any of the Defaulting Party’s obligations under this Agreement at such point in time, with or without claiming damages; or (b) claim damages.

26.2 If SPM ceases to be ultimately Controlled, directly or indirectly by the person/s that Control it on the Signature Date and an Entity has acquired Control of SPM after the Signature Date and KellTech fails (other than due to a fault of Lifezone) to use its reasonable endeavours to utilise the Intellectual Property in the Licensed Territory so that royalties payable to Lifezone in any consecutive 12 (twelve) month period are, in aggregate, less than US$500,000, then, unless KellTech is able to demonstrate that the delay or suspension in utilising the Intellectual Property is due to sound commercial reasons Lifezone shall (subject to clause 5.2) be entitled to terminate this Agreement. This right will only be exercisable after the later of:

26.2.1 the first day after the expiry of the Lock-in Period; and

26.2.2 6 (six) months after the occurrence of the change of Control of SPM.

26.3 Notwithstanding anything in this Agreement, if KellTech or any of its Sub-licensees ceases using Kelltechnology in all respects for any reason whatsoever then with effect from the date

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upon which such Entity ceases using Kelltechnology in all respects until the date on which such Entity starts using Kelltechnology again KellTech, without being liable to Lifezone for any penalty, will not be obliged to pay any royalties to Lifezone in respect of use of the Kelltechnology by such Entity other than royalties which have accrued to Lifezone in respect of that Entity prior to the date upon which such Entity ceases using Kelltechnology or royalties which accrue to Lifezone in respect of that Entity after the date upon which such Entity again starts using Kelltechnology.

27. WHOLE AGREEMENT

27.1 This document constitutes the whole of the agreement (to the exclusion of all else) between the Parties relating to the subject matter hereof.

27.2 No amendment, alteration, addition, variation or consensual cancellation of this document will be valid unless in writing and signed by the Parties.

28. WAIVER

28.1 No waiver of any of the terms or conditions of this Agreement will be binding for any purpose unless expressed in writing and signed by the Party giving the same and any such waiver will be effective only in the specific instance and for the purpose given.

28.2 No failure or delay on the part of either Party in exercising any right, power or privilege will operate as a waiver, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

29. NOTICES

29.1 The Parties choose as their address for service for all purposes under this Agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature (including the exercise of any option), the following addresses:

29.1.1 Lifezone:

Physical:	[***]
Postal:	[***]

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Fax:	[***]
Attention:	[***]

With a copy to: [***]

And to:	[***]
And to:	[***]
Fax:	[***]
For attention:	[***]

29.1.2 KellTech:

Physical:	[***]
Postal:	[***]
Fax:	[***]

For the attention of: [***]

29.1.3 Liddell:

Physical and postal: [***]

With a copy to (physical and postal): [***]

Email: [***] with a copy to [***]

For the attention of: [***]

29.2 Any notice or communication required or permitted to be given in terms of this Agreement shall be valid and effective only if in writing but it shall be competent to give notice by fax but not by e-mail, unless the relevant Party has specified an e-mail address in clause 29.1 above, in which case it shall be competent to give notice to such Party by way of e-mail.

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29.3 Any Party may by notice to any other Party change the physical address chosen as its address for service vis-à-vis that Party to another physical address the relevant jurisdiction or its fax number, provided that the change shall become effective vis-à-vis that addressee on the 10^th (tenth) Business Day from the receipt of the notice by the addressee.

29.4 Any notice to a Party:

29.4.1 sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at an address chosen as its address for service to which post is delivered shall be deemed to have been received on the 7^th (seventh) Business Day after posting (unless the contrary is proved);

29.4.2 delivered by hand to a responsible person during ordinary business hours at the physical address chosen as its address for service shall be deemed to have been received on the day of delivery; or

29.4.3 sent by fax to its chosen fax number stipulated in clause 29.1, shall be deemed to have been received on the date of despatch (unless the contrary is proved), provided that the sender has received a receipt indicating proper transmission.

29.5 Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen address for service.

30. FURTHER ASSURANCE

Each Party shall, at the reasonable request of any other Party, perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by applicable law in order to completely and punctually implement and/or give effect to this Agreement.

31. COSTS

Each Party shall bear its own costs in relation to the negotiation, preparation and implementation of this Agreement.

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32. EXECUTION IN COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement as at the date of signature of the Party that signs its counterpart last in time.

33. SEVERABILITY

In the event that any of the provisions of this Agreement are found to be invalid, unlawful or unenforceable, such terms shall be severable from the remaining terms, which shall continue to be valid and enforceable.

SIGNED by the Parties on the dates and at the places set out below.

For:	LIFEZONE LIMITED
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place

For:	KELLTCH LIMITED
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place

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For:	KEITH [***] LIDDELL
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place

35

Schedules and other similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

Annexure A - [***] Agreement - deed of assignment of intellectual property

36

Annexure B - Assignment Agreement between Lifezone, [***] and [***] – deed of assignment of royalty

TABLE OF CONTENTS

Clause number and description Page

1.	INTERPRETATION AND DEFINITIONS	2
2.	PREAMBLE	9
3.	CONDITION PRECEDENT	9
4.	LICENSED RIGHTS	11
5.	TERM OF AGREEMENT	11
6.	TITLE TO THE INTELLECTUAL PROPERTY	12
7.	DELIVERY OF INTELLECTUAL PROPERTY AND PROVISION OF TECHNICAL EXPERTISE	12
8.	ROYALTIES AND MARKET REPORTS	12
9.	LIABILITY FOR INTEREST ON LATE PAYMENTS	16
10.	ACCOUNTING RECORDS	16
11.	TAXES	16
12.	MAINTENANCE, PROSECUTION AND RECORDAL OF INTELLECTUAL PROPERTY	17
13.	IMPROVEMENTS TO THE INTELLECTUAL PROPERTY	17
14.	WARRANTIES BY LIFEZONE	18
15.	LIFEZONE COVENANTS	19
16.	WARRANTIES BY LIFEZONE AND KELLTECH	20
17.	LIDDELL COVENANT	20
18.	CLAIMANTS IN RESPECT OF BREACHES BY LIFEZONE	21
19.	LIMITATION OF LIABILITY	21
20.	INFRINGEMENT	22
21.	CESSION AND ASSIGNMENT	24
22.	FORCE MAJEURE	24
23.	CONFIDENTIALITY	25
24.	GOVERNING LAWS	27

2

25.	SETTLEMENT OF DISPUTES	27
26.	BREACH	29
27.	WHOLE AGREEMENT	29
28.	WAIVER	29
29.	NOTICES	29
30.	FURTHER ASSURANCE	32
31.	COSTS	32
32.	EXECUTION IN COUNTERPARTS	33
33.	SEVERABILITY	33

Annexure A	- [***] Agreement	35
Annexure B	- Assignment Agreement between Lifezone, [***]	36

 

Addendum

between

Lifezone Limited

and

ORKID S.à. r.l.

and

Sedibelo Platinum Mines Limited

and 

The Industrial Development Corporation of South Africa Limited

and

Kelltech Limited (previously named Lifezone SA Ventures Limited)

and

Keith [***] Liddell

and

Kelltechnology South Africa (RF) Proprietary Limited (previously named
Kellplant Proprietary Limited)

Table of Contents

Page

1.	Introduction	1
2.	Suspensive Conditions	1
3.	Amendments	2
4.	Continuation of the Agreement	2
5.	Execution in Counterparts	2

This Addendum is made between:

(1) Lifezone Limited (Company No. 081243 C2/GBL) (“Lifezone”);

(2) ORKID S.à r.l. (Registration No. B 167 777) (“Orkid”);

(3) Sedibelo Platinum Mines Limited (Registration No. 54400) (“SPM”);

(4) The Industrial Development Corporation of South Africa Limited (a corporation established in terms of section 2 of the Industrial Development Corporation Act of 1940) (“IDC”);

(5) Kelltech Limited (previously named Lifezone SA Ventures Limited) (Company No. 084564 C1/GBL) (“Kell Mau”);

(6) Keith [***} Liddell ([***]) (“Liddell”); and

(7) Kelltechnology South Africa (RF) Proprietary Limited (previously named Kellplant Proprietary Limited) (Registration No. 2008/026628/07) (“Kell SA”).

Whereas it is agreed as follows:

1. Introduction

1.1 The parties (the “Parties”) to this addendum (this “Addendum”) wish to amend the following agreements on the basis set out in this Addendum:

1.1.1 The licence agreement entered into between Lifezone. Kell Mau and Liddell dated 16 April 2014 (as amended) (the “Kelltech Mauritius Licence Agreement”):

1.1.2 The licence agreement entered into between Kell Mau and Kell SA dated 16 April 2014 (as amended) (the “Kelltech South Africa Licence Agreement”); and

1.1.3 The shareholders agreement entered into between Lifezone, Orkid, SPM, Kell Mau and Liddell 16 April 2014 (as amended) (the “Kelltech Mauritius Shareholders Agreement”),

collectively the “Transaction Documents”.

1.2 All capitalised terms used but not defined in this Addendum shall, unless the context otherwise requires, bear the same meaning ascribed to them in the Transaction Documents.

2. Suspensive Conditions

2.1 Clause 3 (Amendments) is subject to the fulfilment of the suspensive condition that by no later than 30 June 2020 (or such later date or dates as Kell Mau may notify the other Parties of in writing) (the “Longstop Date”) any approvals required to be given by any one or more relevant regulatory authority with jurisdiction over any of the Parties, in terms of any legislation and/or any regulations having the force of law that are required in order for this addendum to be implemented (the “Regulatory Approvals”) (if required) have been granted either unconditionally or subject to such conditions as the Party which is subject thereto is (acting reasonably) satisfied with. It is agreed that if no Regulatory Approvals are required then the suspensive condition set out in this clause 2.1 shall be fulfilled on the date on which Kell Mau sends a written notice to the other Parties notifying the other Parties that no Regulatory Approvals are required.

2.2 Forthwith after the date upon which this Addendum is signed by the last of the Parties to do so (the “Signature Date”), the Parties shall use their respective reasonable endeavours and co-operate in good faith to procure the fulfilment of the suspensive condition, to the extent that it is within their power to do so, as expeditiously as reasonably possible.

2.3 Unless the suspensive condition has been fulfilled by no later than the Longstop Date, the amendments contemplated in clause 3 (Amendments), will never become of any force or effect and none of the Parties will have any claim against any other Party in terms hereof or arising from the failure of the suspensive conditions, save for any claims arising from a breach of clause 2.2, as well as any breach of any of the provisions of this Addendum which became effective on the Signature Date.

2.4 Each of the Parties hereby expressly consents to the amendments to each of the Transaction Documents set out in clause 3.1.

3. Amendments

3.1 The Parties wish to amend all of the Transaction Documents so that Kell SA’s rights in respect of Kelltechnology as set out in the Kelltech South Africa Licence Agreement apply to the Republic of South Africa and Zimbabwe. Accordingly, with effect from the date upon which the suspensive condition set out in clause 2 (Suspensive Conditions) is fulfilled:

3.1.1 the Kelltech Mauritius Licence Agreement is amended by:

(a) replacing the words “South Africa” wherever they appear in clause 4.3.1 with the words “the Licensed Territory”;

(b) replacing the phrase“; and” which appears in the last line of clause 4.3.1 with “.”;

(c) deleting clause 4.3.2 entirely; and

(d) replacing clause 2.3.2 with the following: “2.3.2 on a non-exclusive basis as contemplated in clause 4.2.”

3.1.2 the Kelltech South Africa Licence Agreement is amended as follows:

(a) the definition of Licensed Territory in clause 1.2.16 is replaced with the following ““Licensed Territory” means Angola, Botswana, Democratic Republic of Congo, Lesotho, Malawi, Madagascar, Mozambique, Namibia, Swaziland, Tanzania, Zambia, Zimbabwe, South Africa and Seychelles;”;

(b) the words “South Africa” in clauses 2.2 and 2.3 are replaced with the words “the Licensed Territory”,

3.1.3 the Kelltech Mauritius Shareholders Agreement is amended by replacing the words “South Africa” where they appear in the definition of “KellPlant Licence” in clause 1.2.36 with the words “the Licensed Territory”.

4. Continuation of the Agreement

Save as specifically contemplated in this Addendum, the Transaction Documents shall continue to be of force and effect on the basis of their original terms and conditions as amended pursuant to any addenda thereto that were entered into prior to the Signature Date.

5. Execution in Counterparts

This Addendum may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement as at the date of signature of the Party that signs its counterpart last in time.

SIGNED by the Parties on the following dates and at the following places respectively:

For:	LIFEZONE LIMITED
Signature:	/s/ [***]
	who warrants that he / she is duly authorised thereto
Name:	[***]
Date:	4 December 2019
Place:	[***]
For:	ORKID S.à. r.l.
Signature:	/s/ E. Clarke
	who warrants that he / she is duly authorised thereto
Name:	E. Clarke
Date:	4 December 2019
Place:	[***]
For:	SEDIBELO PLATINUM MINES LIMITED
Signature:	/s/ E. Clarke
	who warrants that he / she is duly authorised thereto
Name:	E. Clarke
Date:	4 December 2019
Place:	[***]
For:	THE INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTH AFRICA LIMITED
Signature:	/s/ Z.R. Coetzee
	who warrants that he / she is duly authorised thereto
Name:	Z.R. Coetzee
Date:	15 May 2020
Place:	[***]

For:	KELLTECH LIMITED
Signature:	/s/ [***]
	who warrants that he / she is duly authorised thereto
Name:	[***]
Date:	4 December 2019
Place:	[***]
For:	KEITH [***] LIDDELL
Signature:	/s/ K Liddell
	who warrants that he / she is duly authorised thereto
Name:	K. Liddell
Date:	4 December 2019
Place:	[***]
For:	KELLTECHNOLOGY SOUTH AFRICA (RF) PROPRIETARY LIMITED
Signature:	/s/ E. Clarke
	who warrants that he / she is duly authorised thereto
Name:	E. Clarke
Date:	4 December 2019
Place:	[***]

From:
Orkid S.á r.l. (“Orkid”)
(registration no. B 167 777)
Legis House
11 New Street, St Peter Port
Guernsey
GY1 3EG   To:
KellTech Limited (“KellTech”)
(formerly Lifezone SA Ventures Limited)
(company no. 084564 C1/GBL)
4th Floor, Ebene Skies rue de (‘Institute
Ebene, Republic of Mauritius    Sedibelo Platinum Mines Limited (“SPM”)
(registration no. 54400)
Legis House
11 New Street, St Peter Port
Guernsey
GY1 3EG                    Lifezone Limited (“Lifezone”)
(attn: [***])
(company no. 081243 C2/GBL)
4th Floor, Ebene Skies rue de (‘Institute
Ebene, Republic of Mauritius   Keith Stuart Liddell (“Liddell”)
[***]  

22 May 2020

Dear Sirs

Amendments to the KellTech Mauritius arrangements

Further to discussions between the parties, the following amendments to the KellTech Mauritius arrangements have been agreed with effect from the date hereof.

1. We refer to the following KellTech Mauritius arrangements (together, the KellTech Documents):

1.1 the KellTech Mauritius Shareholders Agreement dated 16 April 2014 between Lifezone, SPM, Orkid, KellTech and Liddell, as amended, including by the first amendment to the KellTech Shareholders Agreement by way of a letter dated 29 May 2014 (the “KellTech Mauritius Shareholders Agreement”); and

1.2 the KellTech Mauritius Licence Agreement dated 16 April 2014 between Lifezone,

Liddell and KellTech Mauritius, as amended, including by the first addendum dated 12 February 2016 (the “KellTech Mauritius Licence”).

2. In each of the KellTech Documents:

2.1 the definition of “PGMs” will be amended by the replacement of the definition in its entirety with the following:

““PGMs” means (a) platinum, palladium, rhodium, ruthenium, iridium and osmium (all six being the metallic elements contained in the Platinum Group of the Periodic Table, “PGEs”) but only where the primary focus of the extraction process is on the extraction of one or more of the PGEs; (b) gold and silver (“Precious Metals”) but only where the primary focus of the extraction process is on the extraction of one or more of PGEs or one or more of the Precious Metals; and (c) nickel, copper, cobalt, and other metals, elements or compounds but only where the primary focus of the extraction process is on the extraction of one or more of the PGEs or one or more of the Precious Metals;”

2.2 the definition of “Patents” will be amended by the replacement of the definition in its entirety with the following:

““Patents” means, to the extent that they relate to Kelltechnology only,

(a) South African Patent 2000/6600;

(b) South African provisional patent application 2012/05222;

(c) South African Patent No. 2014/09387;

(d) African Regional Intellectual Property Organisation (“ARIPO”) Patent No. AP/P/2014/008110;

(e) South African Patent No. 2015/08577;

(f) ARIPO Patent No. AP/P/2015/008962;

(g) South African Patent No. 2014/08684;

(h) South African Patent No. 2017/05992;

(i) ARIPO Patent No. AP/P/2015/008960;

(j) South African Patent No. 2018/04188; and

(k) ARIPO Patent No. AP/P/2018/010822,

and all patent applications and granted patents in the Licenced Territory in the same patent family as any of the aforementioned patent applications;”

2.3 the definition of “Intellectual Property” will be amended by the replacement of the definition in its entirety with the following (underlined text is underlined solely to indicate it is new):

““Intellectual Property” means all intellectual property rights relating to Kelltechnology of whatsoever nature, whether registered or unregistered, owned, licensed to or controlled by Lifezone in the Licensed Territory, including, without limitation, the inventions, information and technologies that form the subject matter of the Patents and the Know-How in each case relating to Kelltechnologv and all current and future improvements, variations and individual unit operations thereof, whether conceived of, developed and/or acquired by Lifezone and regardless of howsoever created;”

3. In the KellTech Mauritius Licence:

3.1 the definition of “Net Refinery Return” will be amended by the replacement of the definition in its entirety with the following (struckthrough text is struckthrough to indicate it has been deleted):

““Net Refinery Return” means the net revenue (alter deducting transport costs, customs clearing costs, refining charges and realizations) received from the sales of refined PGMs produced from Concentrate from a plant using Kelltechnology;”

3.2 clause 8.1.1 will be amended by the deletion of the proviso with the result that the amended clause 8.1.1 will be replaced in its entirety with the following:

“8.1.1 a royalty of [***] of Net Refinery Return arising from Concentrate originating from a member of the SPM Group that is processed using Kelltechnology by a member of the Group or the SPM Group;”

4. In the KellTech Mauritius Shareholders Agreement

4.1 Clause 1.2 is amended by the insertion of the following definitions:

17.1.1D Lifezone, if at any time between the Signature Date and the Addendum Date, the Liddells cease to own in excess of [***]% of the issued ordinary shares of Lifezone;

17.1.1E any Shareholder, other than Orkid or Lifezone, which ceases to be ultimately Controlled, directly or indirectly, by the person/s that Control it on the date upon which such Shareholder became a Shareholder;”

4.3 The following will be inserted as a new clause 17.11:

“17.11 As soon as reasonably possible after the issue or transfer of shares in Lifezone after the Addendum Date and before the Commissioning Date, Lifezone shall notify Orkid in writing of such change, including, for the avoidance of doubt, details of the acquirer of the relevant shares in Lifezone and what percentage of shares in Lifezone they constitute and (ii) in the event there was a transfer of shares in Lifezone, the details of the disposer of such shares.”

4.4 The following will be inserted in clause 17.3.1 after the number “17.1.1” and before the word “or”:

“or clauses 17.1.1A to 17.1.1E (both inclusive)”.

4.5 The parties to this letter note that on 4 December 2019, Lifezone, Orkid, SPM, KellTech, Liddell and Kelltechnology South Africa (RF) Proprietary Limited executed an addendum letter (“SADC Addendum”) which is still to be signed by IDC. The SADC Addendum, inter elle, amends clause 1.2.36 of the Kelltech Mauritius Shareholders Agreement. Notwithstanding the fact that IDC may sign the SADC Addendum after the parties to this letter sign this letter and notwithstanding the amendments to clause 1.2.36 contemplated in the SADC Addendum, the parties hereby agree that clause 1.2.36 of the Kelltech Mauritius Shareholders Agreement should read as follows (and hereby amend same):

“1.2.36 “KellPlant Licence” means the licence agreement entered into between the Company and KellPlant on or before the Effective Date (as amended from time to time) in terms of which, inter alia, the Company grants to KellPlant an exclusive licence to use the Intellectual Property in the Licensed Territory and the right to sublicense same on a non-exclusive basis in the Licensed Territory on the basis that such sub-licensees do not have the right to further sub-license the Intellectual Property;”.

Proposed amendments to the KellTech SA arrangements will be set out in a separate amendment letter.

This letter is governed by, and all disputes of whatever nature arising out of or in connection with this letter shall be resolved in accordance with the laws of Mauritius.

The provisions of clauses 32 (Settlement of Disputes) and 39 (Execution in Counterparts) of the KelI Tech Mauritius Shareholders Agreement will apply to this letter as if set out in full herein.

By our signature hereto, we hereby confirm our agreement with the contents of this letter:

“1.2.1.A “Addendum Date” means the date in May 2020 on which the Company, Orkid, Lifezone, SPM, and Liddell enter into the addendum agreement titled ‘Amendments to the KellTech Mauritius arrangements’ pursuant to which, inter alia, clause 17 of this Agreement is amended;.

1.2.11A “Commissioning Date” means the date on which a Kelltechnology plant: (a) is fully constructed; (b) has been handed over from the contractor to the Company (or any company Controlled by the Company); and (c) has been commissioned and is capable of operating;”.

4.2       Clause 17.1.1 is amended by the replacement of clause 17.1.1 with the following:

“17.1.1 Lifezone, if at any time between the Addendum Date and the Commissioning Date Liddell and/or his wife [***] (together the “Liddells”) hold fewer than [***]% of the issued shares in Lifezone;”

17.1.1A Lifezone, if at any time between the Addendum Date and the Commissioning Date, the Liddells, without the prior written consent of Orkid, such consent not to be unreasonably withheld or delayed or conditioned, transfer any share in Lifezone to any person other than:

(a) a person who at the time of the proposed transaction is a Lifezone shareholder and has been a Lifezone shareholder for at least 12 months;

(b) a person who at the time of the proposed transaction is a director of Lifezone or any company Controlled by Lifezone and has been a director of Lifezone or a director of any company Controlled by Lifezone for at least 12 months;

(c) a person who at the time of the proposed transaction is a fuII time or part time employee or consultant of Lifezone or any company Controlled by Lifezone and has been a full time or part time employee or consultant of Lifezone or any company Controlled by Lifezone for at least 12 months; or

(d) a person who at the time of the proposed transaction is a Lifezone Appointee for at least 12 months under any service agreement between Lifezone on the one hand and the Company or any company Controlled by the Company on the other;

(together, each an “Approved Person”);

17.1.1B Lifezone, if at any time between the Addendum Date and the Commissioning Date, Lifezone, without the prior written consent of Orkid, such consent not to be unreasonably withheld or delayed or conditioned, issues any share in Lifezone to a person other than an Approved Person;

17.1.1C For the avoidance of doubt, Orkid will be entitled to withhold its consent under clause 17.1.1A and/or clause 17.1.1B if the proposed transferee or issuee is a competitor of SPM and/or the Company;

Signature:	/s/ Erich Clarke
For and on behalf of:	Orkid S.à r.l.
Name:	Erich Clarke
	who warrants that he / she is duly authorised thereto
Date:	10 June 2020
Place:	[***]

By our signature hereto, we hereby confirm our agreement with the contents of this letter

Signature:	/s/ Erich Clarke
For and on behalf of:	Kelltech Limited
Name:	Erich Clarke
	who warrants that he / she is duly authorised thereto
Date:	29 May 2020
Place:	[***]

By our signature hereto, we hereby confirm our agreement with the contents of this letter

Signature:	/s/ [***]
For and on behalf of:	Lifezone Limited
Name:	[***]
	who warrants that he / she is duly authorised thereto
Date:	12 June 2020
Place:	[***]

By our signature hereto, we hereby confirm our agreement with the contents of this letter

Signature:	/s/ Erich Clarke
For and on behalf of:	Sedibelo Platinum Mines Limited
Name:	Erich Clarke
	who warrants that he / she is duly authorised thereto
Date:	10 June 2020
Place:	[***]

By our signature hereto, we hereby confirm our agreement with the contents of this letter

Signature:	/s/ Keith Liddell
For and on behalf of:	Keith [***] Liddell
Name:
	who warrants that he / she is duly authorised thereto
Date:	12 June 2020
Place:	[***]

 

Third Addendum to the Kelltech Mauritius License
Agreement

between

Lifezone Limited

(Company No: 019369V)

Kelltech Limited

(Company No. 084564 C1/GBL)

Keith [***] Liddell

([***])

White & Case LLP

Katherine Towers, 1st Floor

1 Park Lane, Wierda Valley

Sandton, Johannesburg, 2196

Republic of South Africa

Table of Contents

Page

1.	Introduction	1
2.	Amendments	1
3.	Continuation of the Agreement	2
4.	No Amendment	2
5.	Execution in Counterparts	3

(i)

Whereby it is agreed as follows:

1. Introduction

1.1 The parties (the “Parties”) to this third addendum (this “Third Addendum”) entered into an agreement on or about 16 April 2014 (the “Agreement”) and amended the Agreement on or about 03 February 2016 and amended on or about 12 June 2020.

1.2 The Parties wish to further amend the Agreement on the basis set out herein.

1.3 All defined terms used but not defined in this Third Addendum shall, unless the context otherwise requires, bear the same meaning ascribed to them in the Agreement.

2. Amendments

With effect from the date on which this Third Addendum is signed by the Parties (the “Signature Date”), the Agreement is hereby amended by:

2.1 numbering the paragraph currently in clause 7 as clause 7.1 and inserting a new clause 7.2 which provides as follows:

“7.2 The Parties recognise that KellTech may from time to time require the support of Lifezone and/or Liddell to effectively deliver the Intellectual Property and effectively transfer the Know-How and/or to show or illustrate how the Intellectual Property is to be applied or implemented to KellTech or any sub-licensee of KellTech and Lifezone and/or Liddell shall, against payment by Kelltech to Lifezone of the reasonable charges and expenses of Lifezone and Liddell, provide all such support and/or services as KellTech may reasonably require to effectively transfer the Know-How or to show or illustrate how the Intellectual Property is to be applied, utilised and/or implemented."

2.2 inserting a new clause 7.3 which provides as follows:

“7.3 Lifezone shall inform KellTech of all future improvements to, and/or variations of, the Intellectual Property as soon as reasonably possible after such improvements and/or variations coming into existence and Lifezone and/or Liddell shall, against payment by Kelltech to Lifezone of the reasonable charges and expenses of Lifezone and Liddell, provide to KellTech copies of all documentation and other materials in the possession of Lifezone and/or Liddell adequately imparting the subject matter of such improvements and/or variations and the Know-How related thereto reasonably necessary for the implementation and/or use of such improvements and/or variations as soon as reasonably possible after such notification."

2.3 inserting a new clause 9.4 which provides as follows:

“9.4      Changes to Calculations of Interest

9.4.1      Discontinuation of Libor

Notwithstanding anything to the contrary contained herein, if Libor:

9.4.1.1            ceases to exist;

9.4.1.2            is discontinued or ceases to be published, permanently or indefinitely; or

9.4.1.3            will be prohibited from being used or its use will be subject to restrictions or adverse consequences,

then all references to Libor in this Agreement will be deemed to be references to the Successor Rate, and if there is no Successor Rate, will be deemed to be references to the Alternative Rate.

9.4.2       Definitions

In this clause 9.4:

i. “Alternative Rate” means an interest rate agreed between the Parties, provided that if the Parties cannot so agree, then the most suitable interest rate will be determined by independent bankers, acting reasonably. Such independent bankers will be agreed to by the Parties, and failing agreement will be appointed by the auditors of KellTech. The independent bankers shall act as an expert and not as an arbitrator.

ii. “Relevant Nominating Body ” means:

a. the Federal Reserve Bank of New York, or any central bank or other supervisory authority which is responsible for supervising the administration of Libor; or

b. any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (A) the central bank for the currency to which Libor relates, (B) any central bank or other supervisory authority which is responsible for supervising the administration of Libor, or (C) a group of the aforementioned central banks or other supervisory authorities.

iii. “Successor Rate ” means a successor to or replacement of Libor which is formally recommended by any Relevant Nominating Body, which at the date of this Agreement is the Secured Overnight Financing Rate (SOFR) published by the Federal Reserve Bank of New York daily at 8am (New York time). ”

3. Continuation of the Agreement

Save as specifically contemplated in this Third Addendum, the Agreement shall continue to be of force and effect on the basis of its original terms and conditions.

4. No Amendment

4.1 No amendment or consensual cancellation of this Third Addendum or any provision or term hereof or of any agreement or other document issued or executed pursuant to or in terms of this Third Addendum and no settlement of any disputes arising under this Third Addendum and no extension of time, waiver, relaxation or suspension of or agreement not to enforce or to suspend or postpone the enforcement of any of the provisions or terms of this Third Addendum or of any agreement or other document issued pursuant to or in terms of this Third Addendum shall be binding unless recorded in a written document signed by the Parties (or in the case of an extension of time, waiver, relaxation or suspension, signed by the Party granting such extension, waiver, relaxation or suspension). Any such extension, waiver, relaxation or suspension which is so given or made shall be strictly construed as relating strictly to the matter in respect whereof it was made or given.

4.2 No oral undertaking not to sue (pactum de non petendo) shall be of any force or effect.

4.3 No extension of time or waiver or relaxation of any of the provisions or terms of this Third Addendum or any agreement or other document issued or executed pursuant to or in terms of this Third Addendum, shall operate as an estoppel against any Party in respect of its rights under

2

this Third Addendum, nor shall it operate so as to preclude such Party thereafter from exercising its rights strictly in accordance with this Third Addendum.

4.4 To the extent permissible by law no Party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.

4.5 This Third Addendum shall be governed by and interpreted in accordance with the substantive laws of the Republic of South Africa.

5. Execution in Counterparts

This Third Addendum may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement as at the date of signature of the Party that signs its counterpart last in time.

3

Signed by the Parties on the following dates and at the following places respectively:

Signed at [***] on this the 1st day of December 2021
For and on behalf of		/s/ [ILLEGIBLE]
Lifezone Limited		Signatory:
		Capacity:
		Who warrants authority hereto

Signed at [***] on this the 30 day of  November 2021
For and on behalf of		/s/ Erich Clarke
Kelltech Limited		Signatory: Erich Clarke
		Capacity: Director
		Who warrants authority hereto

Signed at [***] on this the 1st day of December 2021
		/s/ Keith [***] Liddell
		Keith [***] Liddell

4

EX-10.12

Exhibit 10.12

Certain information has been omitted from the exhibit because it is both (i) not material and (ii) of the type that the registrant customarily and actually treats as private or confidential. The omissions have been indicated by (“[***]”).

edward nathan sonnenbergs

Johannesburg cape town durban stellenbosch

150 west street

sandown sandton Johannesburg 2196

p o box 783347 sanditon south africa 2146

docex 152 randburg

tel +2711 269 7600 fax +2711 269 7899

info@>roblemsollled.co.za www.problemsollled.co.za

FIRST ADDENDUM TO THE KELLTECH SOUTH AFRICA LICENSE AGREEMENT (dated 16 April 2014)

between

KELLTECH LIMITED (previously named Lifezone SA Ventures Limited)
(Company No. 084564 C1/GBL)

and

KELLPLANT (PTY) LTD (to be renamed Kelltechnology South Africa (RF) (Pty) Ltd or such other name as may be approved by the Companies and Intellectual Property Commission of South Africa)
(Registration No. 2008/026628/07)

(the “Agreement”)

WHEREBY IT IS AGREED AS FOLLOWS:

1. INTRODUCTION

1.1 All he terms defined in the Agreement shall, unless the context otherwise requires, bear the same meaning when used in this addendum to the Agreement (the “Addendum”).

1.2 The Parties wish to amend the Agreement on the basis contemplated in tis Addendum

2. SUSPENSIVE CONDITIONS

2.1 Clause 3 is subject to the fulfilment of the following suspensive conditions that by no later than the latest date upon which the suspensive conditions to the subscription and shareholders' agreement (the "KellTech SA Shareholders' Agreement") entered into or to be entered into between Lifezone Limited, ORKID S.a r.l., the Industrial Development Corporation of South Africa Limited, KellTech Limited and (Pty) Ltd, a company incorporated in the Republic of South Africa having registration number 2008/026628/07 (to be renamed KellTechnology South Africa (RF) (Pty) Ltd or such other name as may be approved by the Companies and Intellectual Property Commission of South Africa)

("KellTech SA"), must be fulfilled or waived (as the case may be), or such extended date as the Parties may agree in terms of clause 2.4:

2.1.1 the KellTech SA Shareholders' Agreement has become unconditional, save for any condition contained therein requiring this Agreement to have been entered into or become unconditional;

2.1.2 approval has been granted by the Reserve Bank as referenced in the Exchange Control Regulations for the terms of the Agreement as amended pursuant to this Addendum;

2.1.3 the first addendum to the license agreement between Lifezone Limited, KellTech Limited and Keith [***] Liddell in respect of KellTechnology (dated 16 April 2014) has been entered into and become unconditional, save for any condition contained therein requiring this Agreement to have been entered into or become unconditional; and

2.1.4 the sub-licence agreement in respect of KellTechnology between KellTech SA and its subsidiary has been entered into and become unconditional, save for any condition contained therein requiring this Agreement to have been entered into or become unconditional.

2.2 Forthwith after the date upon which this Agreement is signed by the last of the Parties to do so {the "Signature Date"), the Parties shall use their respective reasonable endeavours and co-operate in good faith to procure the fulfilment of the suspensive conditions, to the extent that it is within their power to do so, as expeditiously as reasonably possible.

2.3 The suspensive conditions have been inserted for the benefit of all of the Parties who will together be entitled to waive fulfilment of same by written agreement prior to the expiry of the relevant time period set out in clause 2.1 (or extended in accordance with clause 2.4).

2.4 Unless the suspensive conditions have been fulfilled or waived by not later than the relevant date for fulfilment thereof set out in clause 2.1 (or such later date or dates as may be agreed in writing between the Parties), the amendments contemplated in clause 3, will never become of any force or effect and none of the Parties will have any claim against any other Party in terms hereof or arising from the failure of the suspensive conditions, save for any claims arising from a breach of clause 2.2, as well as any breach of any of the provisions of this Agreement which became effective on the Signature Date.

3. AMENDMENTS

With effect from the date upon which the last of the suspensive conditions set out in clause 2 have been fulfilled or waived (as the case may be), the Agreement is hereby amended by making the changes thereto reflected in mark-up in Annexure A hereto.

4. CONTINUATION OF THE AGREEMENT

Save as specifically contemplated in this Addendum, the Agreement shall continue to be of force and effect on the basis of its original terms and conditions.

5. EXECUTION OF THE AGREEMENT

This Addendum may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement as at the date of signature of the Party that signs its counterpart last in time.

SIGNED by the Parties on the following dates and at the following places respectively.

For: KELLPLANT (PTY) LTD

Signature:	/s/ ILLEGIBLE
	who warrants that he / she is duly authorised thereto

Name:
Date:	03/02/2016
Place:

For: KELLTECH LIMITED

Signature:	/s/ ILLEGIBLE
	who warrants that he / she is duly authorised thereto

Name:
Date:	03/02/2016
Place:

We hereby consent to the amendments contemplated in this Addendum:

For: LIFEZONE LIMITED

Signature:	/s/ KEITH LIDDELL
	who warrants that he / she is duly authorised thereto

Name:	KEITH LIDDELL
Date:	03/02/2016
Place:

For: KEITH [***]LIDDELL

Signature:	/s/ ILLEGIBLE
	who warrants that he / she is duly authorised thereto

Name:
Date:	03/02/2016
Place:

For: ORKID S.à r.l.

Signature:
	who warrants that he / she is duly authorised thereto

Name:
Date:	12/02/2016
Place:

Annexure A.       The Agreement as amended

edward nathan sonnenbergs

Johannesburg cape town durban stellenbosch

150 west street

sandown sandton Johannesburg 2196

p o box 783347 sandton south africa 2146

docex 152 randburg

tel +2711 269 7600 fax +2711 269 7899

KELLTECH SOUTH AFRICA LICENCE AGREEMENT EXECUTION VERSION

between

KELLTECH LIMITED (previously named Lifezone SA Ventures Limited)
(Company No. 084564 C1/GBL

and

KELLPLANT TECHNOLOGIES (PTY LTD) (to be renamed KellTechnology South Africa (RF) (Pty) Ltd or such other name as may be approved by the Companies and Intellectual Property Commission of South Africa)
(Registration No. 2008/026628/07)

dated 16 April 2014

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1. INTERPRETATION AND DEFINITIONS

The headings of the clauses in this Agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of this Agreement nor any clause hereof. Unless a contrary intention clearly appears:

1.1 words importing:

1.1.1 any one gender include the other two genders;

1.1.2 the singular include the plural and vice versa; and

1.1.3 natural persons include created entities (corporate or unincorporate) and the state and vice versa;

1.2 the following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings, namely –

1.2.1 "Agreement" means this licence agreement;

1.2.2 "Business Day" means a day, other than a Saturday, Sunday, or public holiday in Guernsey, the Republic of South Africa or the Republic of Mauritius;

1.2.3 "Concentrate" means the product arising from the process of crushing, milling, flotation, or any other method of separation whereby material containing PGMs is separated from tailings and concentrated from the ore and waste rock;

1.2.4 "the Effective Date" is the date of the fulfilment and/or waiver of the last of the suspensive conditions in clause 3.1 to be fulfilled or waived (as the case may be);

1.2.5 "Exchange Control Regulations" means the South African Exchange Control Regulations, 1961, as promulgated by Government Notice R.1111 of 1 December 1961 and amended up to Government Notice No. R. 445 in Government Gazette No. 35430 of 8 June 2012;

1.2.6 "Gross Margin" means the Net Refinery Return fess the cost of processing the relevant Concentrate using KellTechnology (including, without limitation, all capital and financing costs), provided that such costs shall be calculated on the basis of

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including amortising capital expenditure on the relevant treatment plant over twenty years;

1.2.7 “Intellectual Property” means the intellectual property rights licensed to KellTech Mauritius under the KellTech Mauritius Licence;

1.2.8 "KellTech Mauritius" means KellTech Limited (previously named Lifezone SA Ventures Limited), a company registered and incorporated in Mauritius under company number 084564 C2 /GBL;

1.2.9 “KellTech Mauritius Licence" means the licence agreement entered into between KellTech Mauritius and Liddell on or about the Signature Date in terms of which, inter alia, Lifezone has licensed the Intellectual Property to KellTech Mauritius on an exclusive basis_ in various countries including the Licensed Territory for the processing and production of PGMs, and on a non-exclusive basis for the sale of products arising from application of KellTechnology outside various countries including the Licensed Territory;

1.2.10 “KellTech Mauritius Shareholders Agreement” means the written shareholders’ agreement entered into or to be entered into between Lifezone, SPM, Orkid, KellTech Mauritius and Liddell on or about the Signature Date in terms of which, inter alia, the relationships of the shareholders of KellTech Mauritius are regulated and certain arrangements and understandings in respect of KellTech Mauritius are set out;

1.2.11 "KellTech SA" means (Pty) Ltd, a company incorporated in the Republic of South Africa having registration number 2008/026628/07 (to be renamed

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KellTechnology South Africa (RF) (Pty) Ltd or such other name as may be approved by the Companies and Intellectual Property Commission of South Africa) and registered address at DM Kisch House, lnanda Greens Business Park, 54 Wierda Road West Wierda Valley, Sandton, South Africa;

1.2.12 "KellTechnology" means the hydrometallurgical process developed by Liddell for the extraction of PGMs that requires significantly less electrical energy than the current conventional matte smelting process;

1.2.13 "Know-How" means all confidential information of whatever nature relating to:

1.2.13.1 the inventions and technologies that form the subject matter of the Patents;

1.2.13.2 KellTechnology which is under the possession and control of Lifezone; and

1.2.13.3 all other information generally relating to exploitation, implementation and/or use of the technologies referred to in 1.2.14.1 and 1.2.14.2 above including, without limiting the generality of the foregoing, technical information, manufacturing and processing techniques, designs, specifications, formulae, systems, processes and information concerning materials;

1.2.14 "Libor" means the London interbank offered rate administered by the British Bankers Association (or any other person which takes over the administration of that rate) for three month US dollar deposits displayed on pages Libor01 and Libor02 of the Reuters screen (or any replacement Reuters page) which displays that rate at 11am (London time) on the first Business Day of each calendar quarter;

1.2.15 "Licence Quarter" means a period of three calendar months starting on the first day of the months of March, June, September and December of any calendar year;

1.2.16 "Licensed Territory" means the Republic of South Africa;

1.2.17 "Liddell" means Keith [***] Liddell ([***]);

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1.2.18 "Lifezone" is Lifezone Limited (Company No. 081243 C2/GBL), a company registered and incorporated in Mauritius;

1.2.19 "Net Refinery Return" means the net revenue (after deducting transport costs, customs clearing costs, refining charges and realizations) received from the sales of refined PGMs produced from Concentrate from a plant using KellTechnology;

1.2.20 "Orkid" means Orkid S.a r.l., Registration No. B 167 777, a limited liability private company duly incorporated in Luxembourg;

1.2.21 "Parties" are KellTech Mauritius and KellTech SA;

1.2.22 "Patents" means:

1.2.22.1 South African Patent 2000/6600; and

1.2.22.2 South African provisional patent application 2012/05222 and all patent applications and granted patents in the Licensed Territory claiming priority from the aforementioned provisional patent application;

1.2.23 "PGMs" means platinum, palladium, rhodium, ruthenium, iridium and osmium together with the associated metals of gold, silver, nickel, copper and cobalt;

1.2.24 "Reserve Bank" means the Financial Surveillance Department of the South African Reserve Bank;

1.2.25 "Signature Date" is the date of signature of this Agreement by the last of the Parties to do so;

1.2.26 "SPM" means Sedibelo Platinum Mines Limited (Registration No. 54400), a company incorporated in Guernsey having its registered address at 11 New Street, St Peter Port, Guernsey, GY1 2PF;

1.2.27 "SPM Group" means SPM and any company in which SPM (a) owns directly or indirectly a majority of the issued share capital and/or (b) holds directly or indirectly a majority of the voting rights and/or (c) is entitled to receive the majority of any distribution and/or (d) is entitled to receive the majority of its assets on a winding up;

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1.2.28 "Sub-licencee" shall bear the meaning ascribed thereto in clause 4:

1.2.29 "Taxes" shall include all VAT, income, excise, regional services and other taxes of whatever nature (other than taxes generally asserted on the net income of KellTech Mauritius in Mauritius) as well as all levies, imposts, duties, charges or fees of whatever nature;

1.2.30 "USD" or "US Dollars" means United States Dollars; and

1.2.31 “USD Exchange Rate” mea ns the average USD/South African Rand Foreign exchange spot trading rate published by Reuters in page “ZAR-INVT” at 08h00 on the last day of the month in which he relevant Licence Quarter in question ends;

1.2.32 "VAT" means the value-added tax;

1.3 any reference to an enactment is to that enactment as at the Signature Date and as amended or re-enacted from time to time and includes any subordinate legislation made from time to time under such enactment. Any reference to a particular section in an enactment is to that section as at the Signature Date, and as amended or re-enacted from time to time and/or an equivalent measure in an enactment, provided that if as a result of such amendment or re enactment, the specific requirements of a section referred to in this Agreement are changed, the relevant provision of this Agreement shall be read also as if it had been amended as necessary, without the necessity for an actual amendment;

1.4 if any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of the Agreement;

1.5 when any number of days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day is not a Business Day, in which case the last day shall be the next succeeding day which is a Business Day;

1.6 references to an "agreement" or "document" shall be construed as a reference to such agreement or document as the same may have been amended, varied, supplemented or novated in writing at the relevant lime in accordance with the requirements of such agreement or document and, if applicable, of this Agreement with respect to amendments;

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1.7 expressions defined in this Agreement shall bear the same meanings in annexures to this Agreement which do not themselves contain their own conflicting definitions;

1.8 the use of any expression in this Agreement covering a process available under Mauritian or South African law such as a winding up (without limitation eiusdem generis) shall, if any of the Parties is subject to the law of any other jurisdiction, be construed as including any equivalent or analogous proceedings under the law of such defined jurisdiction;

1.9 if any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that that term has not been defined in this interpretation clause;

1.10 the expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this;

1.11 the rule of construction that a contract shall be interpreted against the Party responsible for the drafting or preparation of the contract, shall not apply;

1.12 any reference in this Agreement to a Party shall include a reference to that Party's assigns expressly permitted under this Agreement and, if such party is liquidated or sequestrated, be applicable also to and binding upon that party's liquidator or trustee, as the case may be;

1.13 the index and the headings in this Agreement are inserted for convenience only and do not affect its interpretation;

1.14 any annexure to this Agreement shall take effect as if set out in this Agreement and references to this Agreement shall include its annexures;

1.15 references to "clauses" and "Annexures" are references to the clauses and annexures of this Agreement;

1.16 the words "include", "including" and "In particular" shall be construed as being by way of example or emphasis only and shall not be construed, nor shall they take effect, as limiting the generality of any preceding words;

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1.17 the words "other" and "otherwise" shall not be construed eiusdem generis with any preceding words where a wider construction is possible; and

1.18 whenever anyone referred to in this Agreement are required to act "as an expert and not as an arbitrator" in terms of this Agreement, then –

1.18.1 the determination of the expert shall (in the absence of manifest error) be final and binding;

1.18.2 subject to any express provision to the contrary, the expert shall determine the party liable to pay his or its charges, which shall be paid accordingly;

1.18.3 the expert shall be entitled to determine such methods and processes as he or it may, in his or its sole discretion, deem appropriate in the circumstances provided that the expert may not adopt any process which is manifestly biased, unfair, unreasonable or contrary to accepted market practice at the time;

1.18.4 the expert shall consult with all relevant Parties (provided that the extent of the expert's consultation shall be in his or its sole discretion) prior to rendering a determination; and

1.18.5 having regard to the sensitivity of any confidential information, the expert shall be entitled to take advice from any person considered by him or it to have expert knowledge with reference to the matter in question.

2. PREAMBLE

2.1 Lifezone is the proprietor of the Intellectual Property.

2.2 The Intellectual Property is licensed by Lifezone to KellTech Mauritius on the terms set out in the KellTech Mauritius Licence, which agreement, inter alia, grants KellTech Mauritius the right to sub-licence the whole or part of the Intellectual Property on an exclusive basis in various countries, including South Africa.

2.3 The Parties have agreed that KellTech Mauritius will grant an OOH-exclusive sub-licence of the Intellectual Property to KellTech SA in South Africa on the terms set out in this Agreement.

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3. CONDITIONS PRECEDENT

3.1 The whole of this Agreement, other than the provisions of this clause, clause 1 and clauses 18 (Cession and Assignment) to 30 (Severability), which shall be of immediate force and effect on the Signature Date, is subject to the fulfilment of the following suspensive conditions that by no later than 31 December 2014:

3.1.1 the KellTech Mauritius Shareholders Agreement has become unconditional, save for any condition contained therein requiring this Agreement to have become unconditional;

3.1.2 approval has been granted by the Reserve Bank as referenced in the Exchange Control Regulations for the terms of this Agreement and the payments to be made by KellTech SA to KellTech Mauritius hereunder;

3.1.3 the Department of Trade and Industry of the Republic of South Africa grants approval for the payments to be made by KellTech SA to KellTech Mauritius hereunder against submission of an application under Form DTP001.

3.2 Forthwith after the Signature Date, the Parties shall use their respective reasonable endeavours and co-operate in good faith to procure the fulfilment of the suspensive conditions, to the extent that it is within their power to do so, as expeditiously as reasonably possible.

3.3 The suspensive conditions in 3.1.2 and 3.1.3 are not capable of being waived in law.

3.4 The suspensive condition in 3.1.1 has been inserted for the benefit of all of the Parties who will together be entitled to waive fulfilment of same by written agreement prior to the expiry of the relevant time period set out in clause 3.1 {or extended in accordance with clause 3.5).

3.5 Unless the suspensive conditions have been fulfilled or waived by not later than the relevant date for fulfilment thereof set out in clause 3.1 {or such later date or dates as may be agreed in writing between the Parties), the provisions of this Agreement, save for this clause, clause 1 and clauses 18 {Cession and Assignment) to 30 (Severability), which will remain of full force and effect, will never become of any force or effect and none of the Parties will have any claim against any other Party in terms hereof or arising from the failure of the suspensive conditions, save for any claims arising from a breach of clause 3.2, as well as any breach of any of the provisions of this Agreement which became effective on the Signature Date.

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4. LICENSED RIGHTS

KellTech Mauritius hereby grants to KellTech SA:

4.1 an exclusive licence in respect of the Intellectual Property within the Licensed Territory to use and/or exercise the processes and technologies that form the subject matter of the Intellectual Property; and

4.2 a non-exclusive licence in respect of the Intellectual Property to sell goods and products that are the product of the exercise of such licence within the Licensed Territory, such sale not being restricted to the Licensed Territory.

The licence granted to KellTech SA excludes includes the right to sub-licence the whole or any part of the Intellectual Property within the Licensed Territory on a non-exclusive basis to use and/or exercise the processes and technologies that form the subject matter of the Intellectual Property: and (b) grant a non-exclusive licence in respect of the Intellectual Property to sell goods and products that are the product of the exercise of such licence within the Licensed Territory. such sale not being restricted to the Licensed Territory and only on the basis that any such sub-licencee (the "Sub-licencee") shall not be permitted to further sub-license same.

5. TERM OF AGREEMENT

5.1 Save for those clauses in which become of immediate force and effect on the Signature Date pursuant to clause 3, this Agreement commences with effect from the Effective Date and shall remain in force indefinitely, unless terminated in accordance with the provisions of clause 19 (Force majeure), until the date upon which the KellTech Mauritius Licence terminates.

5.2 Within 9 (nine) months of termination of this Agreement for any reason whatsoever, during which period KellTech SA shall, subject to clause 23.2, continue to pay KellTech Mauritius the royalties, KellTech SA shall cease to use the Intellectual Property and shall, within 3 (three) months thereafter, return to KellTech Mauritius or destroy all documents and materials containing, reflecting, incorporating, or based on the Intellectual Property in its possession (and any copies of, or extracts from, such documents or materials) and expunge, as far as practical, all such documents and materials from any computer or data storage system into which it was entered save that

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KellTech SA may retain documents containing or based on the Intellectual Property to the extent required by law or any applicable governmental or regulatory authority.

5.3 All provisions of this Agreement which in order to give effect to their meaning need to survive its termination shall remain in full force and effect thereafter.

6. TITLE TO THE INTELLECTUAL PROPERTY

6.1 KellTech SA acknowledges that all right, title and interest in and to the Intellectual Property vests in Lifezone and that, save as set out in this Agreement, it has no claim of any nature in and to the Intellectual Property; and

6.2 KellTech SA shall not at any time during or after termination or cancellation of this Agreement dispute the validity or enforceability of such rights or the Patents, or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of that right, title and interest of any of the intellectual property rights which may be the subject of this Agreement and shall not counsel or assist any other person to do so.

7. DELIVERY OF INTELLECTUAL PROPERTY AND PROVISION OF TECHNICAL EXPERTISE

Within 30 (thirty) days of the Effective Date KellTech Mauritius will deliver to KellTech SA one copy of each of the Patents together with a copy of all documentation and other materials in the possession of KellTech Mauritius adequately imparting the Know-How necessary for the proper implementation of this Agreement.

8. ROYALTIES AND MARKET REPORTS

8.1 In consideration for the rights granted to it in terms of this Agreement, KellTech SA undertakes to pay KellTech Mauritius a royalty of [***]% ([***] per cent) of Net Refinery Return arising from Concentrate processed using KellTechnology by the Sub-licencee regardless of the source of the Concentrate.

8.2 Royalties payable for a Licence Quarter shall be calculated and paid by KellTech SA within 30 days of the end of the Licence Quarter in question. Where any amounts which are required for purposes of calculating any royalty payable pursuant to clause 8.1 are in any currency other than United States Dollars, then for the purposes of calculating such royalties the same shall be converted to United States Dollars using the USO Exchange Rate in respect of the Licence Quarter to which such royalty relates.

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8.3 Simultaneously with each royalty payment KellTech SA will furnish KellTech Mauritius with a complete and accurate royalty statement in a form stipulated by KellTech Mauritius (acting reasonably) from time to time. All royalty statements furnished by KellTech SA pursuant to this Agreement will be certified as correct by a director of KellTech SA and shall include such particulars of technical information as KellTech Mauritius may reasonably require from time to time.

8.4 All payments made by KellTech SA to KellTech Mauritius shall be made:

8.4.1 in cash or by electronic transfer;

8.4.2 free of exchange;

8.4.3 without deduction or demand;

8.4.4 at KellTech Mauritius' address, or at such other address within Mauritius as KellTech Mauritius may from time to time nominate by notice duly given or care of KellTech Mauritius' Mauritian bankers as notified by KellTech Mauritius to KellTech SA from time to time by notice duly given; and

8.4.5 in United States Dollars.

8.5 In the event that the royalties payable by KellTech SA are subject to VAT such tax shall be payable by KellTech SA and any amount payable by KellTech SA to KellTech Mauritius shall be calculated net of VAT.

9. LIABILITY FOR INTEREST ON LATE PAYMENTS

9.1 All amounts which KellTech SA is required to pay to KellTech Mauritius in terms of this Agreement and which are not paid on due date shall bear interest at Libor plus [***]%.

9.2 The said interest shall be calculated monthly in advance from the due date of payment and shall be compounded. The interest rate will be calculated on the basis of a 360 (three hundred and sixty) day year for actual days elapsed.

9.3 KellTech Mauritius' right to charge interest on outstanding amounts shall not detract from any other rights that KellTech Mauritius may have in terms of this Agreement.

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10. ACCOUNTING RECORDS

10.1 KellTech SA shall keep full, true and accurate books of account and records in accordance with generally accepted accounting practice containing all particulars that may be necessary for the purposes of showing the amount of royalties payable to KellTech Mauritius in terms of this Agreement. Such books of account and records shall be kept at the premises where KellTech SA's business is carried on.

10.2 KellTech SA shall permit KellTech Mauritius at any time during business hours to have an independent chartered accountant of KellTech Mauritius' selection examine all of the aforementioned books of account and records (including information stored in computer readable form) and to take copies of all such documents, books and records to determine whether all appropriate accounting of royalties hereunder and payments thereof have been made.

11. TAXES

If KellTech SA is compelled by law to make any deductions or withholdings it will pay such additional amounts as may be necessary in order that the net amount received by KellTech Mauritius after such deductions or withholdings (including any required deduction or withholding on such additional amounts) shall equal the amount KellTech Mauritius would have received had no such deductions or withholdings been made, and KellTech SA will provide KellTech Mauritius with evidence satisfactory to KellTech Mauritius (acting reasonably) that it has paid such deductions or withholdings, including, without limitation, an original or certified copy of each tax receipt evidencing such payments within 30 days following the date of each such payment.

12. IMPROVEMENTS TO THE INTELLECTUAL PROPERTY

12.1 If while this Agreement is in force, KellTech SA and/or the Sub-licencee/s makes, discovers or acquires any improvement to the Intellectual Property, KellTech SA undertakes:

12.1.1 to immediately inform KellTech Mauritius and Lifezone of such improvement; and

12.1.2 to make such arrangements as are necessary for

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12.1.2.1 the Sub-licencee/s to transfer such improvements to KellTech SA where the Sub-licencee/s have discovered or acquired any such improvements; and

12.1.2.2 KellTech SA to transfer for US$1 such improvements (whether discovered by KellTech SA or the Sub-licencee/s) to Lifezone, including entering into such documents and agreements as may be necessary to do so.

12.2 Such improvements will be deemed to form part of the Intellectual Property licenced by KellTech Mauritius to KellTech SA under this Agreement. If Lifezone obtains patent or other registered intellectual property rights for such improvements within the Licensed Territory such rights will be deemed to be part of the Intellectual Property licensed by KellTech Mauritius to KellTech SA in terms of this Agreement.

12.3 If while this Agreement is in force KellTech SA becomes aware of any improvements to the Intellectual Property that are made by a third party (including, without limitation, any improvements to the Intellectual Property that are made by the Sub-licencee/s), KellTech SA shall immediately notify KellTech Mauritius of such improvements.

KellTech SA acknowledges that it and the Sub-licencees shall have not rights of ownership or registration to such improvements, and undertakes that it and the Sub-licencees shall not take any steps to register for itself or otherwise claim ownership of or any rights of use in respect of such improvements to the Intellectual Property nor take any steps which would prejudice Lifezone’s ability to make any registration thereof.

13. EXCHANGE CONTROL

13.1 Should the necessary permissions from the Reserve Bank and/or the Department of Trade and Industry (the "Necessary Permissions") for this Agreement and/or for payments to KellTech Mauritius in terms of this Agreement be withdrawn at any time during the duration of this Agreement, then the Parties shall for a period of 24 (twenty four) months after the date upon which the Necessary Permissions are withdrawn (the "24 Month Period") use their respective reasonable endeavours and act in good faith to restructure their affairs in such a manner that the Necessary Permissions are granted as soon as is reasonably possible within the 24 Month Period. If the Necessary Permissions are not granted within the 24 Month

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Period, then with effect from the date upon which the 24 Month Period expires either Party shall (upon 12 (twelve) months written notice to the other Party) be entitled to terminate this Agreement. Pending expiry of such notice, KellTech Mauritius shall be entitled to notify KellTech SA of its South African Rand bank account situated within the Republic of South Africa to which payments under this Agreement will be made with effect from the date of such withdrawal.

13.2 Where applicable KellTech SA shall have the responsibility and bear the expense of promptly obtaining the necessary permission from the Reserve Bank and/or the South African Department of Trade and Industry for the transactions set out in this agreement including the payments to KellTech Mauritius in terms of this Agreement.

14. WARRANTIES BY KELLTECH MAURITIUS

14.1 KellTech Mauritius hereby warrants to KellTech SA that, as at the Signature Date, the Effective Date and all periods between such dates:

14.1.1 KellTech Mauritius is free to grant the licence conferred by this Agreement;

14.1.2 Lifezone is the sole proprietor of the Intellectual Property;

14.1.3 no third party holds any rights of any nature in and to the Intellectual Property;

14.1.4 Liddell holds no rights of any nature in and to the Intellectual Property;

14.1.5 the Intellectual Property and the exercise of the rights granted to KellTech SA in terms of this Agreement does not infringe in any manner whatsoever on the intellectual property rights of any third party either within or outside the Licensed Territory;

14.1.6 South African Patent 2000/6600 is valid and in force;

14.1.7 other than the Intellectual Property and save for any improvement to the Intellectual Property there are no other registered or unregistered forms of intellectual property that need to be licensed in order to enable the use of KellTechnology for its intended purpose; and

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14.1.8 Lifezone and/or KellTech Mauritius has not received any notice of infringement of any Intellectual Property from any party.

15. KELLTECH MAURITIUS COVENANTS

15.1 KellTech Mauritius hereby covenants to KellTech SA that it shall procure that:

15.1.1 Lifezone shall not license the Intellectual Property in the Licensed Territory to any third party or Liddell;

15.1.2 Lifezone shall not grant, sell, assign or otherwise encumber any interest in the Intellectual Property in the Licensed Territory to or in favour of any third party or Liddell;

15.1.3 Lifezone shall notify KellTech Mauritius if it receives any notice or claim from a third party that: (a) challenges the validity of the Intellectual Property (or any part thereof); or (b) the exercise of any of the rights under the Intellectual Property in terms of this Agreement in the Licensed Territory Infringes the intellectual property rights of such third party, and if Lifezone does receive such a claim it shall defend such a claim; and

15.1.4 Lifezone shall use its reasonable endeavours to conduct its affairs such that it shall not be considered a South African resident for tax purposes.

16. WARRANTIES BY EACH PARTY

16.1 Each of the Parties hereby warrant to and in favour of the other Party that as at the Signature Date, the Effective Date and all periods between such dates:

16.1.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement;

16.1.2 this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms; and

16.1.3 the execution of this Agreement and the performance of its obligations hereunder does not and shall not:

16.1.3.1 contravene any law or regulation to which it is subject;

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16.1.3.2 contravene any provision of its constitutional documents; or

16.1.3.3 conflict with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it.

16.2 Each warranty and undertaking in this Agreement:

16.2.1 is a separate warranty and undertaking and will in no way be limited or restricted by reference to or inference from the terms of any other warranty or undertaking or by any other words in this Agreement;

16.2.2 shall continue and remain in force notwithstanding the completion of the transactions contemplated in this Agreement; and

16.2.3 be deemed to be material and to be a material representation inducing the recipient to enter into this Agreement.

17. INFRINGEMENT

17.1 The following provisions shall apply to any claim made against KellTech SA and/or the Sub-licencee arising out of any alleged infringement of the intellectual property rights of a third party or to legal proceedings arising out of such claim. KellTech SA shall as soon as is reasonably possible after such claim comes to its attention notify KellTech Mauritius of the claim, whereupon:

17.1.1 KellTech Mauritius shall defend such claim and any legal proceedings arising from it (which shall include an appeal) in KellTech SA's and/or the Sub-licencee's name and control the proceedings in regard thereto at KellTech Mauritius' expense; and

17.1.2 KellTech SA shall give (and procure that the Sub-licencee gives) KellTech Mauritius all reasonable assistance in the defence of such claim at the expense of KellTech Mauritius;

17.1.3 when pursuing such claim or settling such claim KellTech Mauritius shall, at all stages and in all respects, do so on the same basis as it would act in circumstances where it was pursuing such claim for its own benefit and shall deliver to KellTech SA and the Sub-licencee all correspondence, court

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documents, settlement documents, communications and evidence in relation to the claim and/or the settlement thereof, and where possible it shall deliver draft documentation to KellTech SA and the Sub-licencee prior to sending same to the third party and take into consideration all reasonable comments which KellTech SA and the Sub-licencee and/or its advisors may have on any of such documents, and KellTech SA and the Sub-licencee shall be entitled on reasonable notice to KellTech Mauritius to have calls with KellTech Mauritius when it deems fit in order to obtain an update on the progress of the claim and/or the settlement thereof;

17.1.4 KellTech Mauritius may abandon the defence to the claim if pursuant thereto a reasonable settlement is granted in favour of KellTech Mauritius.

18. CESSION AND ASSIGNMENT

The rights and obligations of KellTech SA are personal and may not be ceded, assigned, let or otherwise disposed of in any manner whatsoever without the prior written consent of KellTech Mauritius which consent may be granted or withheld in KellTech Mauritius' absolute discretion.

19. FORCE MAJEURE

19.1 A Party is not liable for a failure to perform any of its obligations under this Agreement in so far as it proves:

19.1.1 that the failure was due to an impediment beyond its control;

19.1.2 that it could not reasonably be expected to have taken the impediment and its effects upon the party's ability to perform into account at the time of the conclusion of the contract; and

19.1.3 that it could not reasonably have avoided or overcome the impediment or at least its effects.

19.2 An impediment in clause 19.1 may result from events such as the following, this enumeration not being exhaustive;

19.2.1 war, whether declared or not, civil war, civil violence, riots and revolution, acts of piracy, acts of sabotage;

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19.2.2 natural disasters such as violent storms, cyclones, earthquakes, tidal waves, floods, destruction by lightening;

19.2.3 explosions, fire, destruction of machines, of factories and of any kind of installations;

19.2.4 boycotts, strikes and lock-outs of all kinds, go-slow, occupation of factories and premises, and work stoppages;

19.2.5 acts of authority, whether lawful or unlawful, apart from acts for which the party seeking relief has assumed the risk by virtue of any other provisions of this Agreement; and apart from the matters mentioned in clause 19.3.

19.3 For the purposes of clause 19.1 "impediment" does not include lack of authorisations, of licenses, or permits or of approvals necessary for the performance of the licence.

19.4 Relief from liability for non-performance by reason of the provisions clause 19 shall commence on the date upon which the Party seeking relief gives notice of the impediment relied upon and shall terminate upon the date upon which such impediment ceases to exist; provided that if such impediment continues for a period of more than 6 (six) months either Party shall be entitled to terminate this Agreement by written notice to the other Party.

20. CONFIDENTIALITY

20.1 Save as provided in this clause 20, each Party shall, and shall procure that its respective officers, directors, employees, agents, auditors and advisors shall, treat as confidential all information relating to the Intellectual Property, to any other Party or relating to their respective businesses that is of a confidential nature and which is obtained by that Party in terms of, or arising from the implementation of this Agreement, which may become known to it by virtue of being a Party (together, the "Protected Information"), and shall not reveal, disclose or authorise the disclosure of any such Protected Information to any third party or use (save for the permitted use of the Protected Information by KellTech SA) such Protected Information for its own purpose or for any purposes.

20.2 The obligations of confidentiality in clause 20.1 shall not apply in respect of the disclosure or use of such information in the following circumstances:

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20.2.1 In respect of disclosures of the Protected Information by KellTech SA to a third party where such disclosure is made in the proper conduct of the business of KellTech SA and such disclosure is made subject to a suitable written confidentiality undertaking signed by the third party protecting the confidential nature of the Protected Information;

20.2.2 in respect of any information which is previously known by such Party (other than as a result of any breach or default by any Party or other person of any agreement by which such confidential information was obtained by such Party);

20.2.3 in respect of any information which is in the public domain (other than as a result of any breach or default by any Party);

20.2.4 any disclosure to any Party's professional advisors, executive staff, board of directors or similar governing body who (i) such Party believes have a need to know such information, and (ii) are notified of the confidential nature of such information and are bound by a general duty of confidentiality in respect thereof materially similar to that set out herein;

20.2.5 any disclosure required by law or by any court of competent jurisdiction or by any regulatory authority or by the rules or regulations of any stock exchange; or

20.2.6 any disclosure made by a Party made in accordance with that Party's proper pursuit of any legal remedy in respect of this Agreement.

20.3 In the event that a Party is required to disclose confidential information as contemplated in clause 20.2.5, such Party will:

20.3.1 advise any Party/ies in respect of whom such information relates (the "Relevant Party/ies") in writing prior to disclosure, if possible;

20.3.2 take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can;

20.3.3 afford the Relevant Party/ies a reasonable opportunity, if possible, to intervene in the proceedings;

20.3.4 comply with the Relevant Party/ies' reasonable requests as to the manner and terms of such disclosure; and

21

20.3.5 notify the Relevant Party/ies of the recipient of, and the form and extent of, any such disclosure or announcement immediately after it was made.

20.4 The obligations contained in this clause shall survive the expiry or termination of this Agreement for any reason. On the termination of this Agreement KellTech SA shall, at the request of KellTech Mauritius, by not later than 12 (twelve) months after such request destroy or return all information and materials belonging to KellTech Mauritius then in its possession, custody or control, including all confidential information and shall not retain any copies of the same, with the exception that KellTech SA may retain such information and materials as are reasonably required by law or any applicable governmental or regulatory authority.

21. GOVERNING LAWS

21.1 This Agreement is governed by, and all disputes, claims, controversies, or disagreements of whatever nature arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, termination or enforceability, (a "Dispute") shall be resolved in accordance with the laws of Mauritius.

21.2 Notwithstanding anything to the contrary contained in clause 22, any Party shall be entitled to apply for any interdict (or any other matter that cannot be resolved pursuant to clause 22) to be heard by any competent court having jurisdiction.

22. SETTLEMENT OF DISPUTES

22.1 Amicable Settlement

If any Dispute arises between any of the Parties, they shall use all reasonable endeavours to resolve the matter amicably and in good faith. If one Party gives any other Party notice that a Dispute has arisen and the Parties are unable to resolve such Dispute within 30 (thirty) days of service of such notice, then such Dispute shall be referred to the respective chairmen or chief executives or other nominated senior representative of the Parties in dispute. No Party shall resort to arbitration against any other Party under this Agreement until at least 30 (thirty) days after such referral. This shall not affect a Party's right to seek interim relief.

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22.2 Arbitration

22.2.1 Unless provided for to the contrary in this Agreement, a Dispute which arises in regard to:

22.2.1.1 the interpretation of;

22.2.1.2 the carrying into effect of;

22.2.1.3 any of the Parties' rights and obligations arising from;

22.2.1.4 the termination or purported termination of or arising from the termination of; or

22.2.1.5 the rectification or proposed rectification of this Agreement, or out of or pursuant to this Agreement or on any matter which in terms of this Agreement requires agreement by the Parties, (other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction),

and which is not resolved in accordance with clause 22.1, shall be submitted to and decided by arbitration under the rules of the London Court of International Arbitration (the "LCIA Rules") and such rules are deemed to be incorporated by reference into this clause.

22.2.2 The seat and place of arbitration shall be in Mauritius with only the Parties and their representatives present thereat.

22.2.3 The Parties shall use their reasonable endeavours to procure the expeditious completion of the arbitration.

22.2.4 Save as expressly provided in this Agreement to the contrary, the arbitration shall be subject to the arbitration legislation for the time being in force in Mauritius.

22.2.5 There shall be one arbitrator who shall, if the question in issue is:

22.2.5.1 primarily a legal matter, a practising senior counsel or, alternatively, a practising attorney of not less than 15 (fifteen) years' experience as an attorney; or

22.2.5.2 any other matter, a suitably qualified person.

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22.2.6 The appointment of the arbitrator shall be agreed upon by the Parties in writing or, failing agreement by the Parties within 10 (ten) Business Days after the arbitration has been demanded, at the request of any of the Parties shall be nominated by the LCIA Court in accordance with the LCIA Rules.

22.2.7 The Parties shall keep the evidence in the arbitration proceedings and any order made by any arbitrator confidential unless otherwise contemplated herein.

22.2.8 The arbitrator shall be obliged to give his award in writing fully supported by reasons.

22.2.9 The provisions of this clause are severable from the rest of this Agreement and shall remain in effect even if this Agreement is terminated for any reason.

22.2.10 The arbitrator shall have the power to give default judgment if any Party fails to make submissions on due date and/or fails to appear at the arbitration, which judgment the arbitrator shall be entitled to rescind on good cause shown in terms of the legal principles applicable to rescission of judgments.

23. BREACH

23.1 If a Party (the "Defaulting Party") commits any breach of this Agreement including any failure to pay royalties and fails to remedy such breach within 20 (twenty) Business Days, (the "Notice Period") of written notice requiring the breach to be remedied, then the Party giving the notice (the "Claiming Party") will not be entitled to cancel this Agreement (save as contemplated in clause 19 (Force Majeure), and in this regard the Parties agree that the cancellation of this Agreement (save as contemplated in clause 19 (Force Majeure)) in the event of a breach would be an inappropriate and insufficient remedy and that irreparable damage would occur if the provisions of this Agreement were not complied with, but will be entitled, at its option, to (a) claim specific performance of all or any of the Defaulting Party's obligations under this Agreement at such point in time, with or without claiming damages, or (b) claim damages.

23.2 Notwithstanding anything in this Agreement, if

23.2.1 KellTech SA ceases using KellTechnology in all respects for any reason whatsoever then with effect from the date upon which KellTech SA ceases using KellTechnology in all respects until the date on which KellTech

24

SA starts using KellTechnology again KellTech SA, without being liable to KellTech Mauritius for any penalty, will not be obliged to pay any royalties to KellTech Mauritius in respect of use of the KellTechnology by KellTech SA other than royalties which have accrued to KellTech Mauritius in respect of KellTech SA prior to the date upon which KellTech SA ceases using KellTechnology or royalties which accrue to KellTech Mauritius in respect of KellTech SA after the date upon which KellTech SA again starts using KellTechnology; and/or

23.2.2 the Sub-licencee ceases using KellTechnology in all respects for any reason whatsoever and as a result is not be obliged to pay any royalties to KellTech SA then with effect from the date upon which the Sub-licencee ceases using KellTechnology in all respects until the date on which the Sub-licencee starts using KellTechnology again KellTech SA without being liable to KellTech Mauritius for any penalty, will not be obliged to pay any royalties to KellTech Mauritius in respect of use of the KellTechnology by KellTech SA other than royalties which have accrued to KellTech Mauritius in respect of KellTech SA prior to the date upon which the Sub-licencee ceases using KellTechnology or royalties which accrue to KellTech Mauritius in respect of KellTech SA after the date upon which the Sub-licencee again starts using KellTechnology.

24. WHOLE AGREEMENT

24.1 This document constitutes the whole of the agreement (to the exclusion of all else) between the Parties relating to the subject matter hereof.

24.2 No amendment, alteration, addition, variation or consensual cancellation of this document will be valid unless in writing and signed by the Parties.

25. WAIVER

25.1 No waiver of any of the terms or conditions of this Agreement will be binding for any purpose unless expressed in writing and signed by the Party giving the same and any such waiver will be effective only in the specific instance and for the purpose given.

25.2 No failure or delay on the part of either Party in exercising any right, power or privilege will operate as a waiver, nor will any single or partial exercise of any right, power or privilege

25

preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

26. NOTICES

26.1 The Parties choose as their address for service for all purposes under this Agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature (including the exercise of any option), the following addresses:

26.1.1 KellTech Mauritius:

Physical: [***]

Postal: [***]

Fax: [***]

For the attention of: [***]

With a copy to:          [***]

And to:                         [***]

And to:                         [***]

Fax                               [***]

For the attention:    Keith Liddell

26.1.2 KellTech SA:

Physical: [***]

Postal: [***]

Fax: [***]

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For the attention of: [***]

26.2 Any notice or communication required or permitted to be given in terms of this Agreement shall be valid and effective only if in writing but it shall be competent to give notice by fax but not by e-mail, unless the relevant Party has specified an e-mail address in clause 26.1 above, in which case it shall be competent to give notice to such Party by way of e-mail.

26.3 Any Party may by notice to any other Party change the physical address chosen as its address for service vis-a-vis that Party to another physical address the relevant jurisdiction or its fax number, provided that the change shall become effective vis-a-vis that addressee on the 10th (tenth) Business Day from the receipt of the notice by the addressee.

26.4 Any notice to a Party:

26.4.1 sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at an address chosen as its address for service to which post is delivered shall be deemed to have been received on the 7^th (seventh) Business Day after posting (unless the contrary is proved);

26.4.2 delivered by hand to a responsible person during ordinary business hours at the physical address chosen as its address for service shall be deemed to have been received on the day of delivery; or

26.4.3 sent by fax to its chosen fax number stipulated in clause 26.1, shall be deemed to have been received on the date of despatch (unless the contrary is proved), provided that the sender has received a receipt indicating proper transmission.

26.5 Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen address for service.

27. FURTHER ASSURANCE

Each Party shall, at the reasonable request of any other Party, perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by applicable law in order to completely and punctually implement and/or give effect to this Agreement.

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28. COSTS

Each Party shall bear its own costs in relation to the negotiation, preparation and implementation of this Agreement.

29. EXECUTION IN COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement as at the date of signature of the Party that signs its counterpart last in time.

30. SEVERABILITY

In the event that any of the provisions of this Agreement are found to be invalid, unlawful or unenforceable, such terms shall be severable from the remaining terms, which shall continue to be valid and enforceable.

SIGNED by the Parties on the following dates and at the following places respectively.

For:	KELLTECH LIMITED
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

For:	KELLPLANT (PTY) LTD
Signature:
	who warrants that he / she is duly authorised thereto
Name:

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Date:

Place:

Table of Contents

Clause number and description Page

1.	INTRODUCTION	1
2.	SUSPENSIVE CONDITIONS	1
3.	AMENDMENTS	2
4.	CONTINUATION OF THE AGREEMENT	2
5.	EXECUTION OF THE AGREEMENT	3
1.	INTERPRETATION AND DEFINITIONS	2
2.	PREAMBLE	8
3.	CONDITIONS PRECEDENT	9
4.	LICENSED RIGHTS	10
5.	TERM OF AGREEMENT	10
6.	TITLE TO THE INTELLECTUAL PROPERTY	11
7.	DELIVERY OF INTELLECTUAL PROPERTY AND PROVISION OF TECHNICAL EXPERTISE	11
8.	ROYALTIES AND MARKET REPORTS	11
9.	LIABILITY FOR INTEREST ON LATE PAYMENTS	12
10.	ACCOUNTING RECORDS	13
11.	TAXES	13
12.	IMPROVEMENTS TO THE INTELLECTUAL PROPERTY	13
13.	EXCHANGE CONTROL	14
14.	WARRANTIES BY KELLTECH MAURITIUS	15
15.	KELLTECH MAURITIUS COVENANTS	16
16.	WARRANTIES BY EACH PARTY	16
17.	INFRINGEMENT	17
18.	CESSION AND ASSIGNMENT	18
19.	FORCE MAJEURE	18
20.	CONFIDENTIALITY	19
21.	GOVERNING LAWS	21
22.	SETTLEMENT OF DISPUTES	21
23.	BREACH	23
24.	WHOLE AGREEMENT	24

2

25.	WAIVER	24
26.	NOTICES	25
27.	FURTHER ASSURANCE	26
28.	COSTS	27
29.	EXECUTION IN COUNTERPARTS	27
30.	SEVERABILITY	27

 

Addendum

between

Lifezone Limited

and

ORKID S.à. r.l.

and

Sedibelo Platinum Mines Limited

and

The Industrial Development Corporation of South Africa Limited

and

Kelltech Limited (previously named Lifezone SA Ventures Limited)

and

Keith [***] Liddell

and

Kelltechnology South Africa (RF) Proprietary Limited (previously named
Kellplant Proprietary Limited)

Table of Contents

Page

1. Introduction 1

2. Suspensive Conditions 1

3. Amendments 2

4. Continuation of the Agreement 2

5. Execution in Counterparts 2

This Addendum is made between:

(1) Lifezone Limited (Company No. 081243 C2/GBL) (“Lifezone”);

(2) ORKID S.à r.l. (Registration No. B 167 777) (“Orkid”);

(3) Sedibelo Platinum Mines Limited (Registration No. 54400) (“SPM”);

(4) The Industrial Development Corporation of South Africa Limited (a corporation established in terms of section 2 of the Industrial Development Corporation Act of 1940) (“IDC”);

(5) Kelltech Limited (previously named Lifezone SA Ventures Limited) (Company No. 084564 C1/GBL) (“Kell Mau”);

(6) Keith [***} Liddell ([***]) (“Liddell”); and

(7) Kelltechnology South Africa (RF) Proprietary Limited (previously named Kellplant Proprietary Limited) (Registration No. 2008/026628/07) (“Kell SA”).

Whereas it is agreed as follows:

1. Introduction

1.1 The parties (the “Parties”) to this addendum (this “Addendum”) wish to amend the following agreements on the basis set out in this Addendum:

1.1.1 The licence agreement entered into between Lifezone. Kell Mau and Liddell dated 16 April 2014 (as amended) (the “Kelltech Mauritius Licence Agreement”):

1.1.2 The licence agreement entered into between Kell Mau and Kell SA dated 16 April 2014 (as amended) (the “Kelltech South Africa Licence Agreement”); and

1.1.3 The shareholders agreement entered into between Lifezone, Orkid, SPM, Kell Mau and Liddell 16 April 2014 (as amended) (the “Kelltech Mauritius Shareholders Agreement”),

collectively the “Transaction Documents”.

1.2 All capitalised terms used but not defined in this Addendum shall, unless the context otherwise requires, bear the same meaning ascribed to them in the Transaction Documents.

2. Suspensive Conditions

2.1 Clause 3 (Amendments) is subject to the fulfilment of the suspensive condition that by no later than 30 June 2020 (or such later date or dates as Kell Mau may notify the other Parties of in writing) (the “Longstop Date”) any approvals required to be given by any one or more relevant regulatory authority with jurisdiction over any of the Parties, in terms of any legislation and/or any regulations having the force of law that are required in order for this addendum to be implemented (the “Regulatory Approvals”) (if required) have been granted either unconditionally or subject to such conditions as the Party which is subject thereto is (acting reasonably) satisfied with. It is agreed that if no Regulatory Approvals are required then the suspensive condition set out in this clause 2.1 shall be fulfilled on the date on which Kell Mau sends a written notice to the other Parties notifying the other Parties that no Regulatory Approvals are required.

2.2 Forthwith after the date upon which this Addendum is signed by the last of the Parties to do so (the “Signature Date”), the Parties shall use their respective reasonable endeavours and co-

operate in good faith to procure the fulfilment of the suspensive condition, to the extent that it is within their power to do so, as expeditiously as reasonably possible.

2.3 Unless the suspensive condition has been fulfilled by no later than the Longstop Date, the amendments contemplated in clause 3 (Amendments), will never become of any force or effect and none of the Parties will have any claim against any other Party in terms hereof or arising from the failure of the suspensive conditions, save for any claims arising from a breach of clause 2.2, as well as any breach of any of the provisions of this Addendum which became effective on the Signature Date.

2.4 Each of the Parties hereby expressly consents to the amendments to each of the Transaction Documents set out in clause 3.1.

3. Amendments

3.1 The Parties wish to amend all of the Transaction Documents so that Kell SA’s rights in respect of Kelltechnology as set out in the Kelltech South Africa Licence Agreement apply to the Republic of South Africa and Zimbabwe. Accordingly, with effect from the date upon which the suspensive condition set out in clause 2 (Suspensive Conditions) is fulfilled:

3.1.1 the Kelltech Mauritius Licence Agreement is amended by:

(a) replacing the words “South Africa” wherever they appear in clause 4.3.1 with the words “the Licensed Territory”;

(b) replacing the phrase“; and” which appears in the last line of clause 4.3.1 with “.”;

(c) deleting clause 4.3.2 entirely; and

(d) replacing clause 2.3.2 with the following: “2.3.2 on a non-exclusive basis as contemplated in clause 4.2.”

3.1.2 the Kelltech South Africa Licence Agreement is amended as follows:

(a) the definition of Licensed Territory in clause 1.2.16 is replaced with the following ““Licensed Territory” means Angola, Botswana, Democratic Republic of Congo, Lesotho, Malawi, Madagascar, Mozambique, Namibia, Swaziland, Tanzania, Zambia, Zimbabwe, South Africa and Seychelles;”;

(b) the words “South Africa” in clauses 2.2 and 2.3 are replaced with the words “the Licensed Territory”,

3.1.3 the Kelltech Mauritius Shareholders Agreement is amended by replacing the words “South Africa” where they appear in the definition of “KellPlant Licence” in clause 1.2.36 with the words “the Licensed Territory”.

4. Continuation of the Agreement

Save as specifically contemplated in this Addendum, the Transaction Documents shall continue to be of force and effect on the basis of their original terms and conditions as amended pursuant to any addenda thereto that were entered into prior to the Signature Date.

5. Execution in Counterparts

This Addendum may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement as at the date of signature of the Party that signs its counterpart last in time.

SIGNED by the Parties on the following dates and at the following places respectively:

For:	LIFEZONE LIMITED
Signature:	/s/ [***]
	who warrants that he / she is duly authorised thereto
Name:	[***]
Date:	4 December 2019
Place:	[***]
For:	ORKID S.à. r.l.
Signature:	/s/ E. Clarke
	who warrants that he / she is duly authorised thereto
Name:	E. Clarke
Date:	4 December 2019
Place:	[***]
For:	SEDIBELO PLATINUM MINES LIMITED
Signature:	/s/ E. Clarke
	who warrants that he / she is duly authorised thereto
Name:	E. Clarke
Date:	4 December 2019
Place:	[***]
For:	THE INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTH AFRICA LIMITED
Signature:	/s/ Z.R. Coetzee
	who warrants that he / she is duly authorised thereto

Name:	Z.R. Coetzee
Date:	15 May 2020
Place:	[***]

For:	KELLTECH LIMITED
Signature:	/s/ [***]
	who warrants that he / she is duly authorised thereto
Name:	[***]
Date:	4 December 2019
Place:	[***]
For:	KEITH [***] LIDDELL
Signature:	/s/ K Liddell
	who warrants that he / she is duly authorised thereto
Name:	K. Liddell
Date:	4 December 2019
Place:	[***]
For:	KELLTECHNOLOGY SOUTH AFRICA (RF) PROPRIETARY LIMITED
Signature:	/s/ E. Clarke
	who warrants that he / she is duly authorised thereto
Name:	E. Clarke
Date:	4 December 2019
Place:	[***]

Orkid S.a r.I. (“Orkid”)
(registration no. B 167 777)
Legis House 11 New Street, St Peter Port
Guernsey GY1 3EG   To:
KellTech Limited (“KellTech”)
(formerly Lifezone SA Ventures Limited)
(company no. 084564 C1/GBL)
4th Floor, Ebene Skies rue de (‘Institute
Ebene, Republic of Mauritius   Kelltechnology South Africa (RF)
Proprietary Limited (“KellTech SA”)
(registration no. 2008/026628/07)
6 Ecofusion Office Park Block B,
324 Witch-Hazel Ave Highveld Park, Ext 59
Centurion, Gauteng, 0157
Republic of South Africa   The Industrial Development Corporation
Of South Africa Limited (“IDC”)
19 Fredman Drive, Sandown, 2191
Republic of South Africa
(Attention: Head of Basic Metals and Mining)             Lifezone Limited (“Lifezone”)
(attn: [***])
(company no. 081243 C2/GBL)
4th Floor, Ebene Skies rue de (‘Institute
Ebene, Republic of Mauritius   Kellplant Proprietary Limited (“KellPlant”)
(registration no. 2015/364753/07)
6 Ecofusion Office Park Block B,
324 Witch-Hazel Ave Highveld Park,
Ext 59 Centurion, Gauteng, 0157
Republic of South Africa  

22 May 2020

Dear Sirs

Amendments to the KellTech SA arrangements

Further to discussions between the parties, the following amendments to the KellTech SA arrangements have been agreed with effect from the date hereof.

1.       We refer to the following KellTech arrangements (together, the “KellTech Documents”):

1.1 the KellTech SA Shareholders Agreement dated 12 February 2016 between Lifezone, Orkid, IDC, KellTech and KellTech SA, as amended (the “KellTech SA Shareholders Agreement”);

1.2 the KellTech SA Licence Agreement dated 16 April 2014 between KellTech Mauritius and KellTech SA, as amended, including by the first addendum dated 12 February 2016 (the “KellTech SA Licence”);

1.3 the KellPlant Licence Agreement dated 12 February 2016 between KeliTech SA and KellPlant, as amended (the “KellPlant Licence”, and together with the KellTech SA Licence, the “Licence Agreements”;

1.4 the KellTech SA Memorandum of Incorporation, as amended (the “KellTech SA Constitution”).

2.       In each of the KellTech Documents:

2.1 the definition of “PGMs” will be amended by the replacement of the definition in its entirety with the following:

”“PGMs” means (a) platinum, palladium, rhodium, ruthenium, iridium and osmium (all six being the metallic elements contained in the Platinum Group of the Periodic Table, “PGEs”) but only where the primary focus of the extraction process is on the extraction of one or more of the PGEs; (b) gold and silver (“Precious Metals”) but only where the primary focus of the extraction process is on the extraction of one or more of PGEs or one or more of the Precious Metals; and (c) nickel, copper, cobalt, and other metals, elements or compounds but only where the primary focus of the extraction process is on the extraction of one or more of the PGEs or one or more of the Precious Metals;”

2.2 the definition of “Patents” will be amended by the replacement of the definition in its entirety with the following:

““Patents” means, to the extent that they relate to Kelltechnology only

(a) South African Patent 2000/6600;

(b) South African provisional patent application 2012/05222;

(c) South African Patent No. 2014/09387;

(d) African Regional Intellectual Property Organisation (“ARIPO”) Patent No. AP/P/2014/008110;

(e) South African Patent No. 2015/08577;

(f) ARIPO Patent No. AP/P/2015/008962;

(g) South African Patent No. 2014/08684;

(h) South African Patent No. 2017/05992;

(i) ARIPO Patent No. AP/P/2015/008960;

(j) South African Patent No. 2018/04188; and

(k) ARIPO Patent No. AP/P/2018/010822,

and all patent applications and granted patents in the Licenced Territory in the same patent family as any of the aforementioned patent applications;”

3. In each of the KellTech SA Shareholders Agreement and the KellTech SA Constitution:

3.1 the definition of “Intellectual Property” will be amended by the replacement of the definition in its entirety with the following (underlined text is underlined solely to indicate it is new):

““Intellectual Property” means all intellectual property rights relating to Kelltechnology of whatsoever nature, whether registered or unregistered, owned, licensed to or controlled by Lifezone in the Licensed Territory, including, without limitation, the ‘mentions, information and technologies that form the subject matter of the Patents and the Know-How in each case relating to Kelltechnology, and all current and future improvements, variations and individual unit operations thereof, whether conceived of, developed and/or acquired by Lifezone and regardless of howsoever created;”

4. In each of the Licence Agreements, the definition of “Net Refinery Return” will be amended by the replacement of the definition in its entirety with the following (struckthrough text is struckthrough solely to indicate it has been deleted):

““Net Refinery Return” means the net revenue (after deducting transport costs, customs clearing costs, refining charges and realizations) received from the sales of refined PGMs produced from Concentrate from a plant using Kelltechnology;”

5. To the extent necessary, where the relevant agreed amendment appears in the KellTech SA Constitution, the relevant parties will procure that such constitution is formally amended so that such amendment is implemented. For the avoidance of doubt, the relevant parties will procure that the relevant shareholder resolutions are proposed, passed and registered as may be required by local law.

This letter is governed by, and all disputes of whatever nature arising out of or in connection with this letter shall be resolved in accordance with the laws of the Republic of South Africa.

The provisions of clauses 24 (Settlement of Disputes) and 31 (Execution in Counterparts) of the KellTech SA Shareholders Agreement will apply to this letter as if set out in full herein.

By our signature hereto, we hereby confirm our agreement with the contents of this letter:

Signature:	/s/ Erich Clarke
For and on behalf of:	Orkid S.à r.l.
Name:	Erich Clarke
	who warrants that he / she is duly authorised thereto
Date:	10 June 2020
Place:	[***]

By our signature hereto, we hereby confirm our agreement with the contents of this letter:

Signature:	/s/ Erich Clarke
For and on behalf of:	Kelltech Limited
Name:	Erich Clarke
	who warrants that he / she is duly authorised thereto
Date:	29 May 2020
Place:	[***]

By our signature hereto, we hereby confirm our agreement with the contents of this letter:

Signature:	/s/ [***]
For and on behalf of:	Lifezone Limited
Name:	[***]
	who warrants that he / she is duly authorised thereto
Date:	12 June 2020
Place:	[***]

By our signature hereto, we hereby confirm our agreement with the contents of this letter

Signature:	/s/ R S Wallace	/s/ ZR Coetzee
For and on behalf of:	The Industrial Development Corporation of South Africa Limited	Industrial Development Corporation
Name:	R S Wallace	ZR COETZEE
	who warrants that he / she is duly authorised thereto
Date:	30/10/20	30 October 2020
Place:	[***]	[***]

By our signature hereto, we hereby confirm our agreement with the contents of this letter:

Signature:	/s/ Erich Clarke
For and on behalf of:	Kelltechnology South Africa (RF) Proprietary Limited
Name:	Erich Clarke
	who warrants that he / she is duly authorised thereto
Date:	29 May 2020
Place:	[***]

By our signature hereto, we hereby confirm our agreement with the contents of this letter:

Signature:	/s/ [***]
For and on behalf of:	Kellplant Proprietary Limited
Name:	[***]
	who warrants that he / she is duly authorised thereto
Date:	12 June 2020
Place:	[***]

Third Addendum to the Kelltech South Africa
License Agreement

between

Kelltech Limited

(Company No. 084564 C1/GBL)

and

Kelltechnology South Africa (RF) Proprietary Limited

(Registration No. 2008/026628/07)

White & Case LLP
Katherine Towers, 1st Floor
1 Park Lane, Wierda Valley
Sandton, Johannesburg, 2196
Republic of South Africa

Table of Contents

Page

1.	Introduction	1
2.	Amendments	1
3.	Continuation of the Agreement	2
4.	No Amendment	2
5.	Execution in Counterparts	3

(i)

Whereby it is agreed as follows:

1. Introduction

1.1 The parties (the “Parties”) to this third addendum (this “Third Addendum”) entered into an agreement on or about 16 April 2014 (the “Agreement”) and amended the Agreement on or about 03 February 2016 and amended on or about 12 June 2020.

1.2 The Parties wish to further amend the Agreement on the basis set out herein.

1.3 All defined terms used but not defined in this Third Addendum shall, unless the context otherwise requires, bear the same meaning ascribed to them in the Agreement.

2. Amendments

With effect from the date on which this Third Addendum is signed by the Parties (the “Signature Date”), the Agreement is hereby amended by:

2.1 numbering the paragraph currently in clause 7 as clause 7.1 and inserting a new clause 7.2 which provides as follows:

“7.2 The Parties recognise that KTSA’s subsidiary, KellPlant SA, may from time to time require the support of KellTech Mauritius and/or Lifezone and/or Liddell to effectively apply and utilise the Intellectual Property and/or to show or illustrate how the Intellectual Property is to be applied or implemented to KellPlant SA or any sublicensee of KellPlant SA and KellTech Mauritius shall, against payment by KTSA to Kelltech Mauritius of the reasonable charges and expenses of Kelltech Mauritius, Lifezone and Liddell, provide, or at the election ofKTSA, procure from Lifezone and/or Liddell such support and/or services as KTSA or KellPlant SA may reasonably require to effectively transfer the Know-How or to show or illustrate how the Intellectual Property is to be applied, utilised and/or implemented. ”

2.2 inserting a new clause 7.3 which provides as follows:

“7.3 KellTech Mauritius shall inform KTSA of all future improvements to, and/or variations of, the Intellectual Property as soon as reasonably possible after such improvements and/or variations coming into existence and KellTech Mauritius shall, against payment by KTSA to Kelltech Mauritius of the reasonable charges and expenses of Kelltech Mauritius, Lifezone and Liddell, provide to KTSA or KellPlant SA, or procure from Lifezone the provision to KTSA or KellPlant SA, copies of all documentation and other materials in the possession of KellTech Mauritius, Lifezone and/or Liddell adequately imparting the subject matter of such improvements and/or variations and the Know-How related thereto reasonably necessary for the implementation and/or use of such improvements and/or variations as soon as reasonably possible after such notification.”

2.3 inserting a new clause 9.4 which provides as follows:

“9.4 Changes to Calculations of Interest

  9.4.1        Discontinuation of Libor

  Notwithstanding anything to the contrary contained herein, if Libor:

9.4.1.1 ceases to exist;

9.4.1.2 is discontinued or ceases to be published, permanently or indefinitely; or

9.4.1.3 will be prohibited from being used or its use will be subject to restrictions or adverse consequences,

then all references to Libor in this Agreement will be deemed to be references to the Successor Rate, and if there is no Successor Rate, will be deemed to be references to the Alternative Rate.

9.4.2       For this purpose:

i. “Alternative Rate” means an interest rate agreed between the Parties, provided that if the Parties cannot so agree, then the most suitable interest rate will be determined by independent bankers, acting reasonably. Such independent bankers will be agreed to by the Parties, and failing agreement will be appointed by the auditors of KellTech SA. The independent bankers shall act as an expert and not as an arbitrator.

ii. “Relevant Nominating Body ” means:

a. the New York Federal Reserve, or any central bank or other supervisory authority which is responsible for supervising the administration of Libor; or

b. any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (A) the central bank for the currency to which Libor relates, (B) any central bank or other supervisory authority which is responsible for supervising the administration of Libor, or (C) a group of the aforementioned central banks or other supervisory authorities.

iii. “Successor Rate” means a successor to or replacement of Libor which is formally recommended by any Relevant Nominating Body, which at the date of this Agreement is the Secured Overnight Financing Rate (SOFR) published by the Federal Reserve Bank of New York daily at 8am (New York time). ”

3. Continuation of the Agreement

Save as specifically contemplated in this Third Addendum, the Agreement shall continue to be of force and effect on the basis of its original terms and conditions.

4. No Amendment

4.1 No amendment or consensual cancellation of this Third Addendum or any provision or term hereof or of any agreement or other document issued or executed pursuant to or in terms of this Third Addendum and no settlement of any disputes arising under this Third Addendum and no extension of time, waiver, relaxation or suspension of or agreement not to enforce or to suspend or postpone the enforcement of any of the provisions or terms of this Third Addendum or of any agreement or other document issued pursuant to or in terms of this Third Addendum shall be binding unless recorded in a written document signed by the Parties (or in the case of an extension of time, waiver, relaxation or suspension, signed by the Party granting such extension, waiver, relaxation or suspension). Any such extension, waiver, relaxation or suspension which is so given or made shall be strictly construed as relating strictly to the matter in respect whereof it was made or given.

4.2 No oral undertaking not to sue (pactum de non petendo) shall be of any force or effect.

4.3 No extension of time or waiver or relaxation of any of the provisions or terms of this Third Addendum or any agreement or other document issued or executed pursuant to or in terms of

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	this Third Addendum, shall operate as an estoppel against any Party in respect of its rights under this Third Addendum, nor shall it operate so as to preclude such Party thereafter from exercising its rights strictly in accordance with this Third Addendum.
4.4	To the extent permissible by law no Party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.

4.5 This Third Addendum shall be governed by and interpreted in accordance with the substantive laws of the Republic of South Africa.

5. Execution in Counterparts

This Third Addendum may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement as at the date of signature of the Party that signs its counterpart last in time.

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Signed by the Parties on the following dates and at the following places respectively:

Signed at [***] on this the 1st day of December 2021
For and on behalf of		/s/ ILLEGIBLE
Kelltech Limited		Signatory:
		Capacity:
		Who warrants authority hereto

Signed at [***] on this the 30 day of November 2021
For and on behalf of		/s/ Erich Clarke
Kelltechnology South Africa (RF)		Signatory: Erich Clarke
Proprietary Limited		Capacity: Director
		Who warrants authority hereto

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EX-10.13

Exhibit 10.13

Certain information has been omitted from the exhibit because it is both (i) not material and (ii) of the type that the registrant customarily and actually treats as private or confidential. The omissions have been indicated by (“[***]”).

edward nathan sonnenbergs

johannesburg cape town durban stellenbosch

150 west street

sandown sandton johannesburg 2196

po box 783347 sandton south africa 2146

docex 152 randburg

tel +2711 269 7600 fax +2711 269 7899

KELLPLANT LICENCE AGREEMENT FINAL EXECUTION VERSION

between

KELLPLANT (PTY) LTD (to be renamed Kelltechnology South Africa (RF) (Pty) Ltd or such other name as may be approved by the Companies and Intellectual Property Commission of South Africa)

(Registration No. 2008/026628/07)

and

NEWSHELF 1342 (PTY) LTD

(Registration No. 2015/364753/07)

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1. INTERPRETATION AND DEFINITIONS

The headings of the clauses in this Agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of this Agreement nor any clause hereof. Unless a contrary intention clearly appears:

1.1 words importing:

1.1.1 any one gender include the other two genders;

1.1.2 the singular include the plural and vice versa; and

1.1.3 natural persons include created entities (corporate or unincorporate) and the state and vice versa;

1.2 the following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings, namely -

1.2.1 “Agreement” means this licence agreement;

1.2.2 “Business Day” means a day, other than a Saturday, Sunday, or public holiday in Guernsey, the Republic of South Africa or the Republic of Mauritius;

1.2.3 “Concentrate” means the product arising from the process of crushing, milling, flotation, or any other method of separation whereby material containing PGMs is separated from tailings and concentrated from the ore and waste rock;

1.2.4 “the Effective Date” is the date of the fulfilment and/or waiver of the last of the suspensive conditions in clause 3.1 to be fulfilled or waived (as the case may be);

1.2.5 “Exchange Control Regulations” means the South African Exchange Control Regulations, 1961, as promulgated by Government Notice R.1111 of 1 December 1961 and amended up to Government Notice No. R445 in Government Gazette No. 35430 of 8 June 2012;

1.2.6 “Gross Margin” means the Net Refinery Return less the cost of processing the relevant Concentrate using Kelltechnology (including, without limitation, all capital and financing costs), provided that such costs shall be calculated on the basis of

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including amortising capital expenditure on the relevant treatment plant over twenty years;

1.2.7 “Intellectual Property” means the intellectual property rights licensed to KellTech Mauritius under the KellTech Mauritius Licence and, in turn, sub-licensed to Kelltech SA under the Kelltech SA Licence;

1.2.8 “KellPlant” means Newshelf 1342 (Pty) Ltd (Registration No. 2015/364753/07), a company to be incorporated in the Republic of South Africa which will be a wholly- owned subsidiary of the Kelltech SA;

1.2.9 “KellTech Mauritius” means Kelltech Limited (previously named Lifezone SA Ventures Limited), a company registered and incorporated in Mauritius under company number 084564 C1/GBL;

1.2.10 “KellTech Mauritius Licence” means the licence agreement entered into between Lifezone, KellTech Mauritius and Liddell on or about the Signature Date in terms of which, inter alia, Lifezone has licensed the Intellectual Property to KellTech Mauritius on an exclusive basis in various countries including the Licensed Territory for the processing and production of PGMs, and on a non-exclusive basis for the sale of products arising from application of Kelltechnology outside various countries including the Licensed Territory;

1.2.11 “Kelltech SA” means KellPlant (Pty) Ltd, a company incorporated in the Republic of South Africa having registration number 2008/026628/07 (to be renamed Kelltechnology South Africa (RF) (Pty) Ltd or such other name as may be approved by the Companies and Intellectual Property Commission of South Africa) and registered address at DM Kisch House, Inanda Greens Business Park, 54 Wierda Road West, Wierda Valley, Sandton, South Africa;

1.2.12 “Kelltech SA Licence” means the licence agreement (dated 16 April 2014) entered into between Kelltech Mauritius and Kelltech SA;

1.2.13 “Kelltechnology” means the hydrometallurgical process developed by Liddell for the extraction of PGMs that requires significantly less electrical energy than the current conventional matte smelting process;

1.2.14 “Know-How” means all confidential information of whatever nature relating to:

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1.2.14.1 the inventions and technologies that form the subject matter of the Patents;

1.2.14.2 Kelltechnology which is under the possession and control of Lifezone; and

1.2.14.3 all other information generally relating to exploitation, implementation and/or use of the technologies referred to in 1.2.14.1 and 1.2.14.2 above including, without limiting the generality of the foregoing, technical information, manufacturing and processing techniques, designs, specifications, formulae, systems, processes and information concerning materials;

1.2.15 “Libor” means the London interbank offered rate administered by the British Bankers Association (or any other person which takes over the administration of that rate) for three month US dollar deposits displayed on pages Libor0I and Libor02 of the Reuters screen (or any replacement Reuters page) which displays that rate at 11am (London time) on the first Business Day of each calendar quarter;

1.2.16 “Licence Quarter” means a period of three calendar months starting on the first day of the months of March, June, September and December of any calendar year;

1.2.17 “Licensed Territory” means the Republic of South Africa;

1.2.18 “Liddell” means Keith [***] Liddell ([***]);

1.2.19 “Lifezone” is Lifezone Limited (Company No. 081243 C2/GBL), a company registered and incorporated in Mauritius;

1.2.20 “Net Refinery Return” means the net revenue (after deducting transport costs, customs clearing costs, refining charges and realizations) received from the sales of refined PGMs produced from Concentrate from a plant using Kelltechnology;

1.2.21 “Orkid” means Orkid S.à r.l., Registration No. B 167 777, a limited liability private company duly incorporated in Luxembourg;

1.2.22 “Parties” are Kelltech SA and KellPlant;

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1.2.23 “Patents” means:

1.2.23.1 South African Patent 2000/6600; and

1.2.23.2 South African provisional patent application 2012/05222 and all patent applications and granted patents in the Licensed Territory claiming priority from the aforementioned provisional patent application;

1.2.24 “PGMs” means platinum, palladium, rhodium, ruthenium, iridium and osmium together with the associated metals of gold, silver, nickel, copper and cobalt;

1.2.25 “Reserve Bank” means the Financial Surveillance Department of the South African Reserve Bank;

1.2.26 “Signature Date” is the date of signature of this Agreement by the last of the Parties to do so;

1.2.27 “Shareholders’ Agreement” means the subscription and shareholders’ agreement entered into or to be entered into between Lifezone, Orkid, the Industrial Development Corporation of South Africa Limited, Kelltech Mauritius and Kelltech SA: (a) which governs, amongst other things, the terms and conditions on which the shareholders shall conduct the affairs of Kelltech SA and regulate the relationship between them as shareholders; and (b) pursuant to which the Industrial Development Corporation of South Africa Limited subscribes for shares in Kelltech SA;

1.2.28 “SPM” means Sedibelo Platinum Mines Limited (Registration No. 54400), a company incorporated in Guernsey having its registered address at 11 New Street, St Peter Port, Guernsey, GY1 2PF;

1.2.29 “SPM Group” means SPM and any company in which SPM (a) owns directly or indirectly a majority of the issued share capital and/or (b) holds directly or indirectly a majority of the voting rights and/or (c) is entitled to receive the majority of any distribution and/or (d) is entitled to receive the majority of its assets on a winding up;

6

1.2.30 “Taxes” shall include all VAT, income, excise, regional services and other taxes of whatever nature as well as all levies, imposts, duties, charges or fees of whatever nature;

1.2.31 “USD” or “US Dollars” means United States Dollars; and

1.2.32 “USD Exchange Rate” means the average USD/South African Rand foreign exchange spot trading rate published by Reuters in page “ZAR-INVT” at 08h00 on the last day of the month in which the relevant Licence Quarter in question ends;

1.2.33 “VAT” means the value-added tax;

1.3 any reference to an enactment is to that enactment as at the Signature Date and as amended or re-enacted from time to time and includes any subordinate legislation made from time to time under such enactment. Any reference to a particular section in an enactment is to that section as at the Signature Date, and as amended or re-enacted from time to time and/or an equivalent measure in an enactment, provided that if as a result of such amendment or re-enactment, the specific requirements of a section referred to in this Agreement are changed, the relevant provision of this Agreement shall be read also as if it had been amended as necessary, without the necessity for an actual amendment;

1.4 if any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of the Agreement;

1.5 when any number of days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day is not a Business Day, in which case the last day shall be the next succeeding day which is a Business Day;

1.6 references to an “agreement” or “document” shall be construed as a reference to such agreement or document as the same may have been amended, varied, supplemented or novated in writing at the relevant lime in accordance with the requirements of such agreement or document and, if applicable, of this Agreement with respect to amendments;

1.7 expressions defined in this Agreement shall bear the same meanings in annexures to this Agreement which do not themselves contain their own conflicting definitions;

7

1.8 the use of any expression in this Agreement covering a process available under Mauritian or South African law such as a winding up (without limitation eiusdem generis) shall, if any of the Parties is subject to the law of any other jurisdiction, be construed as including any equivalent or analogous proceedings under the law of such defined jurisdiction;

1.9 if any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that that term has not been defined in this interpretation clause;

1.10 the expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this;

1.11 the rule of construction that a contract shall be interpreted against the Party responsible for the drafting or preparation of the contract, shall not apply;

1.12 any reference in this Agreement to a Party shall include a reference to that Party’s assigns expressly permitted under this Agreement and, if such party is liquidated or sequestrated, be applicable also to and binding upon that party’s liquidator or trustee, as the case may be;

1.13 the index and the headings in this Agreement are inserted for convenience only and do not affect its interpretation;

1.14 any annexure to this Agreement shall take effect as if set out in this Agreement and references to this Agreement shall include its annexures;

1.15 references to “clauses” and “Annexures” are references to the clauses and annexures of this Agreement;

1.16 the words “include”, “including” and “in particular” shall be construed as being by way of example or emphasis only and shall not be construed, nor shall they take effect, as limiting the generality of any preceding word/s;

1.17 the words “other” and “otherwise” shall not be construed eiusdem generis with any preceding words where a wider construction is possible; and

8

1.18 whenever anyone referred to in this Agreement are required to act “as an expert and not as an arbitrator” in terms of this Agreement, then -

1.18.1 the determination of the expert shall (in the absence of manifest error) be final and binding;

1.18.2 subject to any express provision to the contrary, the expert shall determine the party liable to pay his or its charges, which shall be paid accordingly;

1.18.3 S DEED WITNESSES as followed to determine such methods and processes as he or it may, in his or its sole discretion, deem appropriate in the circumstances provided that the expert may not adopt any process which is manifestly biased, unfair, unreasonable or contrary to accepted market practice at the time;

1.18.4 the expert shall consult with all relevant Parties (provided that the extent of the expert’s consultation shall be in his or its sole discretion) prior to rendering a determination; and

1.18.5 having regard to the sensitivity of any confidential information, the expert shall be entitled to take advice from any person considered by him or it to have expert knowledge with reference to the matter in question.

2. PREAMBLE

2.1 Lifezone is the proprietor of the Intellectual Property.

2.2 The Intellectual Property is licensed by Lifezone to KellTech Mauritius on the terms set out in the KellTech Mauritius Licence, which agreement, inter alia, grants KellTech Mauritius the right to sub-licence the whole or part of the Intellectual Property on an exclusive basis in South Africa on the basis set out in the Kelltech SA Licence.

2.3 In terms of the Kelltech SA Licence, Kelltech SA has the right to sub-license the Intellectual Property on the basis set out in this Agreement;

2.4 The Parties have agreed that KellTech SA will grant an non-exclusive sub-licence of the Intellectual Property to KellPlant in South Africa on the terms set out in this Agreement.

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3. CONDITION PRECEDENT

3.1 The whole of this Agreement, other than the provisions of this clause, clause 1 and clauses 17 (Cession and Assignment) to 29 (Severability), which shall be of immediate force and effect on the Signature Date, is subject to the fulfilment of the following suspensive conditions that by no later than the latest date upon which the suspensive conditions to the Shareholders’ Agreement must be fulfilled or waived (as the case may be), or such extended date as the Parties may agree in terms of clause 3.4:

3.1.1 the Shareholders’ Agreement has been entered into and become unconditional, save for any condition contained therein requiring this Agreement to have been entered into and/or become unconditional;

3.1.2 a first addendum to the Kelltech SA Licence has been entered into become unconditional, save for any condition contained therein requiring this Agreement to have been entered into and/or become unconditional

3.1.3 approval has been granted by the Reserve Bank as referenced in the Exchange Control Regulations for KellPlant to pay Kelltech SA in USD in terms of this Agreement;

3.1.4 a first addendum to the Kelltech Mauritius Licence has been entered into and become unconditional, save for any condition contained therein requiring this Agreement to have been entered into and/or become unconditional.

3.2 Forthwith after the Signature Date, the Parties shall use their respective reasonable endeavours and co-operate in good faith to procure the fulfilment of the suspensive conditions, to the extent that it is within their power to do so, as expeditiously as reasonably possible.

3.3 The suspensive conditions in 3.1.1, 3.1.2 and 3.1.4 have been inserted for the benefit of all of the Parties who will together be entitled to waive fulfilment of same by written agreement prior to the expiry of the relevant time period set out in clause 3.1 (or extended in accordance with clause 3.4).

3.4 Unless the suspensive conditions have been fulfilled or waived by not later than the relevant date for fulfilment thereof set out in clause 3.1 (or such later date or dates as may be agreed in writing between the Parties), the provisions of this Agreement, save for this clause, clause 1 and clauses 17 (Cession and Assignment) to 29 (Severability), which will remain of full force

10

and effect, will never become of any force or effect and none of the Parties will have any claim against any other Party in terms hereof or arising from the failure of the suspensive conditions, save for any claims arising from a breach of clause 3.2, as well as any breach of any of the provisions of this Agreement which became effective on the Signature Date.

4. LICENSED RIGHTS

KellTech SA hereby grants to KellPlant a non-exclusive licence in respect of the Intellectual Property:

4.1 within the Licensed Territory to use and/or exercise the processes and technologies that form the subject matter of the Intellectual Property to construct, commission and operate a plant utilising Kelltechnology at the site of an SPM Group mine in the Licensed Territory conducting the beneficiation of PGMs; and

4.2 to sell goods and products that are the product of the exercise of such licence within the Licensed Territory, such sale not being restricted to the Licensed Territory.

The licence granted to KellPlant excludes the right to sub-license the whole or any part of the Intellectual Property.

5. TERM OF AGREEMENT

5.1 Save for those clauses in which become of immediate force and effect on the Signature Date pursuant to clause 3, this Agreement commences with effect from the Effective Date and shall remain in force indefinitely, unless terminated in accordance with the provisions of clause 18 (Force majeure), until the date upon which the KellTech SA Licence terminates.

5.2 Within 9 (nine) months of termination of this Agreement for any reason whatsoever, during which period KellPlant shall, subject to clause 22.2, continue to pay Kelltech SA the royalties, KellPlant shall cease to use the Intellectual Property and shall, within 3 (three) months thereafter, return to Kelltech SA or destroy all documents and materials containing, reflecting, incorporating, or based on the Intellectual Property in its possession (and any copies of, or extracts from, such documents or materials) and expunge, as far as practical, all such documents and materials from any computer or data storage system into which it was entered save that KellPlant may retain documents containing or based on the Intellectual Property to the extent required by law or any applicable governmental or regulatory authority.

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5.3 All provisions of this Agreement which in order to give effect to their meaning need to survive its termination shall remain in full force and effect thereafter.

6. TITLE TO THE INTELLECTUAL PROPERTY

6.1 KellPlant acknowledges that all right, title and interest in and to the Intellectual Property vests in Lifezone and that, save as set out in this Agreement, it has no claim of any nature in and to the Intellectual Property; and

6.2 KellPlant shall not at any time during or after termination or cancellation of this Agreement dispute the validity or enforceability of such rights or the Patents, or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of that right, title and interest of any of the intellectual property rights which may be the subject of this Agreement and shall not counsel or assist any other person to do so.

7. DELIVERY OF INTELLECTUAL PROPERTY AND PROVISION OF TECHNICAL EXPERTISE

Within 30 (thirty) days of the Effective Date Kelltech SA will deliver to KellPlant one copy of each of the Patents together with a copy of all documentation and other materials in the possession of Kelltech SA adequately imparting the Know-How necessary for the proper implementation of this Agreement.

8. ROYALTIES AND MARKET REPORTS

8.1 In consideration for the rights granted to it in terms of this Agreement, KellPlant undertakes to pay Kelltech SA a royalty of [***]% ([***] per cent) of Net Refinery Return arising from Concentrate processed using Kelltechnology by KellPlant regardless of the source of the Concentrate.

8.2 Royalties payable for a Licence Quarter shall be calculated and paid by KellPlant within 30 days of the end of the Licence Quarter in question. Where any amounts which are required for purposes of calculating any royalty payable pursuant to clause 8.1 are in any currency other than United States Dollars, then for the purposes of calculating such royalties the same shall be converted to United States Dollars using the USD Exchange Rate in respect of the Licence Quarter to which such royalty relates.

8.3 Simultaneously with each royalty payment KellPlant will furnish Kelltech SA with a complete and accurate royalty statement in a form stipulated by Kelltech SA (acting reasonably) from time to time. All royalty statements furnished by KellPlant pursuant to this Agreement will be

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certified as correct by a director of KellPlant and shall include such particulars of technical information as Kelltech SA may reasonably require from time to time.

8.4 All payments made by KellPlant to Kelltech SA shall be made:

8.4.1 in cash or by electronic transfer;

8.4.2 free of exchange;

8.4.3 without deduction or demand;

8.4.4 at Kelltech SA’s address, or at such other address within Mauritius as Kelltech SA may from time to time nominate by notice duly given or care of Kelltech SA’s Mauritian bankers as notified by Kelltech SA to KellPlant from time to time by notice duly given; and

8.4.5 in United States Dollars.

8.5 In the event that the royalties payable by KellPlant are subject to VAT such tax shall be payable by KellPlant and any amount payable by KellPlant to Kelltech SA shall be calculated net of VAT.

9. LIABILITY FOR INTEREST ON LATE PAYMENTS

9.1 All amounts which KellPlant is required to pay to Kelltech SA in terms of this Agreement and which are not paid on due date shall bear interest at Libor plus [***]%.

9.2 The said interest shall be calculated monthly in advance from the due date of payment and shall be compounded. The interest rate will be calculated on the basis of a 360 (three hundred and sixty) day year for actual days elapsed.

9.3 Kelltech SA’s right to charge interest on outstanding amounts shall not detract from any other rights that Kelltech SA may have in terms of this Agreement.

10. ACCOUNTING RECORDS

10.1 KellPlant shall keep full, true and accurate books of account and records in accordance with generally accepted accounting practice containing all particulars that may be necessary for the purposes of showing the amount of royalties payable to Kelltech SA in terms of this

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Agreement. Such books of account and records shall be kept at the premises where KellPlant’s business is carried on.

10.2 KellPlant shall permit Kelltech SA at any time during business hours to have an independent chartered accountant of Kelltech SA’s selection examine all of the aforementioned books of account and records (including information stored in computer readable form) and to take copies of all such documents, books and records to determine whether all appropriate accounting of royalties hereunder and payments thereof have been made.

11. TAXES

If KellPlant is compelled by law to make any deductions or withholdings it will pay such additional amounts as may be necessary in order that the net amount received by Kelltech SA after such deductions or withholdings (including any required deduction or withholding on such additional amounts) shall equal the amount Kelltech SA would have received had no such deductions or withholdings been made, and KellPlant will provide Kelltech SA with evidence satisfactory to Kelltech SA (acting reasonably) that it has paid such deductions or withholdings, including, without limitation, an original or certified copy of each tax receipt evidencing such payments within 30 days following the date of each such payment.

12. IMPROVEMENTS TO THE INTELLECTUAL PROPERTY

12.1 If while this Agreement is in force, KellPlant makes, discovers or acquires any improvement to the Intellectual Property, KellPlant undertakes:

12.1.1 to immediately inform Kelltech SA and Lifezone of such improvement; and

12.1.2 to make such arrangements as are necessary for KellPlant to transfer for US$1 such improvements to Kelltech SA, including entering into such documents and agreements as may be necessary to do so, and Kelltech SA will (in turn) transfer such improvements to Lifezone in terms of the Kelltech SA License.

12.2 Such improvements will be deemed to form part of the Intellectual Property licenced by Kelltech SA to KellPlant under this Agreement. If Lifezone obtains patent or other registered intellectual property rights for such improvements within the Licensed Territory such rights will be deemed to be part of the Intellectual Property licensed by Kelltech SA to KellPlant in terms of this Agreement.

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12.3 If while this Agreement is in force KellPlant becomes aware of any improvements to the Intellectual Property that are made by a third party, KellPlant shall immediately notify Kelltech SA of such improvements.

12.4 KellPlant acknowledges that it shall have no rights of ownership or registration to such improvements, and undertakes that it shall not take any steps to register for itself or otherwise claim ownership of or any rights of use in respect of such improvements to the Intellectual Property nor take any steps which would prejudice: (a) Kelltech SA’s ability to transfer such improvements to Lifezone in terms of the Kelltech SA License; and/or (b) Lifezone’s ability to make any registration thereof.

13. WARRANTIES BY KELLTECH SA

13.1 Kelltech SA hereby warrants to KellPlant that, as at the Signature Date, the Effective Date and all periods between such dates:

13.1.1 Kelltech SA is free to grant the licence conferred by this Agreement;

13.1.2 Lifezone is the sole proprietor of the Intellectual Property;

13.1.3 no third party holds any rights of any nature in and to the Intellectual Property;

13.1.4 Liddell holds no rights of any nature in and to the Intellectual Property;

13.1.5 the Intellectual Property and the exercise of the rights granted to KellPlant in terms of this Agreement does not infringe in any manner whatsoever on the intellectual property rights of any third party either within or outside the Licensed Territory;

13.1.6 South African Patent 2000/6600 is valid and in force;

13.1.7 other than the Intellectual Property and save for any improvement to the Intellectual Property there are no other registered or unregistered forms of intellectual property that need to be licensed in order to enable the use of Kelltechnology for its intended purpose; and

13.1.8 Lifezone and/or Kelltech SA has not received any notice of infringement of any Intellectual Property from any party.

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14. KELLTECH SA COVENANTS

14.1 Kelltech SA hereby covenants to KellPlant that it shall procure that:

14.1.1 Lifezone shall not license the Intellectual Property in the Licensed Territory to any third party or Liddell;

14.1.2 Lifezone shall not grant, sell, assign or otherwise encumber any interest in the Intellectual Property in the Licensed Territory to or in favour of any third party or Liddell;

14.1.3 Lifezone shall notify Kelltech SA if it receives any notice or claim from a third party that: (a) challenges the validity of the Intellectual Property (or any part thereof); or (b) the exercise of any of the rights under the Intellectual Property in terms of this Agreement in the Licensed Territory infringes the intellectual property rights of such third party, and if Lifezone does receive such a claim it shall defend such a claim; and

14.1.4 Lifezone shall use its reasonable endeavours to conduct its affairs such that it shall not be considered a South African resident for tax purposes.

15. WARRANTIES BY EACH PARTY

15.1 Each of the Parties hereby warrant to and in favour of the other Party that as at the Signature Date, the Effective Date and all periods between such dates:

15.1.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement;

15.1.2 this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms; and

15.1.3 the execution of this Agreement and the performance of its obligations hereunder does not and shall not:

15.1.3.1 contravene any law or regulation to which it is subject;

15.1.3.2 contravene any provision of its constitutional documents; or

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15.1.3.3 conflict with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it.

15.2 Each warranty and undertaking in this Agreement:

15.2.1 is a separate warranty and undertaking and will in no way be limited or restricted by reference to or inference from the terms of any other warranty or undertaking or by any other words in this Agreement;

15.2.2 shall continue and remain in force notwithstanding the completion of the transactions contemplated in this Agreement; and

15.2.3 be deemed to be material and to be a material representation inducing the recipient to enter into this Agreement.

16. INFRINGEMENT

If any claim is made against KellPlant arising out of any alleged infringement of the intellectual property rights of a third party or to legal proceedings arising out of such claim. KellPlant shall as soon as is reasonably possible after such claim comes to its attention notify Kelltech SA of the claim, whereupon, KellTech SA shall notify KellTech Mauritius of such claim and KellTech Mauritius shall defend such claim in accordance with the provisions of the KellTech SA Licence. KellPlant shall give KellTech Mauritius all reasonable assistance in the defence of such claim at the expense of KellTech Mauritius.

17. CESSION AND ASSIGNMENT

The rights and obligations of KellPlant are personal and may not be ceded, assigned, let or otherwise disposed of in any manner whatsoever without the prior written consent of Kelltech SA which consent may be granted or withheld in Kelltech SA’s absolute discretion.

18. FORCE MAJEURE

18.1 A Party is not liable for a failure to perform any of its obligations under this Agreement in so far as it proves:

18.1.1 that the failure was due to an impediment beyond its control;

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18.1.2 that it could not reasonably be expected to have taken the impediment and its effects upon the party’s ability to perform into account at the time of the conclusion of the contract; and

18.1.3 that it could not reasonably have avoided or overcome the impediment or at least its effects.

18.2 An impediment in clause 18.1 may result from events such as the following, this enumeration not being exhaustive;

18.2.1 war, whether declared or not, civil war, civil violence, riots and revolution, acts of piracy, acts of sabotage;

18.2.2 natural disasters such as violent storms, cyclones, earthquakes, tidal waves, floods, destruction by lightening;

18.2.3 explosions, fire, destruction of machines, of factories and of any kind of installations;

18.2.4 boycotts, strikes and lock-outs of all kinds, go-slow, occupation of factories and premises, and work stoppages;

18.2.5 acts of authority, whether lawful or unlawful, apart from acts for which the party seeking relief has assumed the risk by virtue of any other provisions of this Agreement; and apart from the matters mentioned in clause 18.3.

18.3 For the purposes of clause 18.1 “impediment” does not include lack of authorisations, of licenses, or permits or of approvals necessary for the performance of the licence.

18.4 Relief from liability for non-performance by reason of the provisions clause 18 shall commence on the date upon which the Party seeking relief gives notice of the impediment relied upon and shall terminate upon the date upon which such impediment ceases to exist; provided that if such impediment continues for a period of more than 6 (six) months either Party shall be entitled to terminate this Agreement by written notice to the other Party.

19. CONFIDENTIALITY

19.1 Save as provided in this clause 19, each Party shall, and shall procure that its respective officers, directors, employees, agents, auditors and advisors shall, treat as confidential all

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information relating to the Intellectual Property, to any other Party or relating to their respective businesses that is of a confidential nature and which is obtained by that Party in terms of, or arising from the implementation of this Agreement, which may become known to it by virtue of being a Party (together, the “Protected Information”), and shall not reveal, disclose or authorise the disclosure of any such Protected Information to any third party or use (save for the permitted use of the Protected Information by KellPlant) such Protected Information for its own purpose or for any purposes.

19.2 The obligations of confidentiality in clause 19.1 shall not apply in respect of the disclosure or use of such information in the following circumstances:

19.2.1 In respect of disclosures of the Protected Information by KellPlant to a third party where such disclosure is made in the proper conduct of the business of KellPlant and such disclosure is made subject to a suitable written confidentiality undertaking signed by the third party protecting the confidential nature of the Protected Information;

19.2.2 in respect of any information which is previously known by such Party (other than as a result of any breach or default by any Party or other person of any agreement by which such confidential information was obtained by such Party);

19.2.3 in respect of any information which is in the public domain (other than as a result of any breach or default by any Party);

19.2.4 any disclosure to any Party’s professional advisors, executive staff, board of directors or similar governing body who (i) such Party believes have a need to know such information, and (ii) are notified of the confidential nature of such information and are bound by a general duty of confidentiality in respect thereof materially similar to that set out herein;

19.2.5 any disclosure required by law or by any court of competent jurisdiction or by any regulatory authority or by the rules or regulations of any stock exchange; or

19.2.6 any disclosure made by a Party made in accordance with that Party’s proper pursuit of any legal remedy in respect of this Agreement.

19.3 In the event that a Party is required to disclose confidential information as contemplated in clause 19.2.5, such Party will:

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19.3.1 advise any Party/ies in respect of whom such information relates (the “Relevant Party/ies”) in writing prior to disclosure, if possible;

19.3.2 take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can;

19.3.3 afford the Relevant Party/ies a reasonable opportunity, if possible, to intervene in the proceedings;

19.3.4 comply with the Relevant Party/ies’ reasonable requests as to the manner and terms of such disclosure; and

19.3.5 notify the Relevant Party/ies of the recipient of, and the form and extent of, any such disclosure or announcement immediately after it was made.

19.4 The obligations contained in this clause shall survive the expiry or termination of this Agreement for any reason. On the termination of this Agreement KellPlant shall, at the request of Kelltech SA, by not later than 12 (twelve) months after such request destroy or return all information and materials belonging to Kelltech SA then in its possession, custody or control, including all confidential information and shall not retain any copies of the same, with the exception that KellPlant may retain such information and materials as are reasonably required by law or any applicable governmental or regulatory authority.

20. GOVERNING LAWS

20.1 This Agreement is governed by, and all disputes, claims, controversies, or disagreements of whatever nature arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, termination or enforceability, (a “Dispute”) shall be resolved in accordance with the laws of Mauritius.

20.2 Notwithstanding anything to the contrary contained in clause 21, any Party shall be entitled to apply for any interdict (or any other matter that cannot be resolved pursuant to clause 21) to be heard by any competent court having jurisdiction.

21. SETTLEMENT OF DISPUTES

21.1 Amicable Settlement

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If any Dispute arises between any of the Parties, they shall use all reasonable endeavours to resolve the matter amicably and in good faith. If one Party gives any other Party notice that a Dispute has arisen and the Parties are unable to resolve such Dispute within 30 (thirty) days of service of such notice, then such Dispute shall be referred to the respective chairmen or chief executives or other nominated senior representative of the Parties in dispute. No Party shall resort to arbitration against any other Party under this Agreement until at least 30 (thirty) days after such referral. This shall not affect a Party’s right to seek interim relief.

21.2 Arbitration

21.2.1 Unless provided for to the contrary in this Agreement, a Dispute which arises in regard to:

21.2.1.1 the interpretation of;

21.2.1.2 the carrying into effect of;

21.2.1.3 any of the Parties’ rights and obligations arising from;

21.2.1.4 the termination or purported termination of or arising from the termination of; or

21.2.1.5 the rectification or proposed rectification of this Agreement, or out of or pursuant to this Agreement or on any matter which in terms of this Agreement requires agreement by the Parties, (other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction),

and which is not resolved in accordance with clause 21.1, shall be submitted to and decided by arbitration under the rules of the London Court of International Arbitration (the “LCIA Rules”) and such rules are deemed to be incorporated by reference into this clause.

21.2.2 The seat and place of arbitration shall be in Mauritius with only the Parties and their representatives present thereat.

21.2.3 The Parties shall use their reasonable endeavours to procure the expeditious completion of the arbitration.

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21.2.4 Save as expressly provided in this Agreement to the contrary, the arbitration shall be subject to the arbitration legislation for the time being in force in Mauritius.

21.2.5 There shall be one arbitrator who shall, if the question in issue is:

21.2.5.1 primarily a legal matter, a practising senior counsel or, alternatively, a practising attorney of not less than 15 (fifteen) years’ experience as an attorney; or

21.2.5.2 any other matter, a suitably qualified person.

21.2.6 The appointment of the arbitrator shall be agreed upon by the Parties in writing or, failing agreement by the Parties within 10 (ten) Business Days after the arbitration has been demanded, at the request of any of the Parties shall be nominated by the LCIA Court in accordance with the LCIA Rules.

21.2.7 The Parties shall keep the evidence in the arbitration proceedings and any order made by any arbitrator confidential unless otherwise contemplated herein.

21.2.8 The arbitrator shall be obliged to give his award in writing fully supported by reasons.

21.2.9 The provisions of this clause are severable from the rest of this Agreement and shall remain in effect even if this Agreement is terminated for any reason.

21.2.10 The arbitrator shall have the power to give default judgment if any Party fails to make submissions on due date and/or fails to appear at the arbitration, which judgment the arbitrator shall be entitled to rescind on good cause shown in terms of the legal principles applicable to rescission of judgments.

22. BREACH

22.1 If a Party (the “Defaulting Party”) commits any breach of this Agreement including any failure to pay royalties and fails to remedy such breach within 20 (twenty) Business Days, (the “Notice Period”) of written notice requiring the breach to be remedied, then the Party giving the notice (the “Claiming Party”) will not be entitled to cancel this Agreement (save as contemplated in clause 18 (Force Majeure)), and in this regard the Parties agree that the cancellation of this Agreement (save as contemplated in clause 18 (Force Majeure)) in the event of a breach would be an inappropriate and insufficient remedy and that irreparable

22

damage would occur if the provisions of this Agreement were not complied with, but will be entitled, at its option, to (a) claim specific performance of all or any of the Defaulting Party’s obligations under this Agreement at such point in time, with or without claiming damages, or (b) claim damages.

22.2 Notwithstanding anything in this Agreement, if KellPlant ceases using Kelltechnology in all respects for any reason whatsoever then with effect from the date upon which KellPlant ceases using Kelltechnology in all respects until the date on which KellPlant starts using Kelltechnology again KellPlant, without being liable to Kelltech SA for any penalty, will not be obliged to pay any royalties to Kelltech SA in respect of use of the Kelltechnology by KellPlant other than royalties which have accrued to Kelltech SA in respect of KellPlant prior to the date upon which KellPlant ceases using Kelltechnology or royalties which accrue to Kelltech SA in respect of KellPlant after the date upon which KellPlant again starts using Kelltechnology.

23. WHOLE AGREEMENT

23.1 This document constitutes the whole of the agreement (to the exclusion of all else) between the Parties relating to the subject matter hereof.

23.2 No amendment, alteration, addition, variation or consensual cancellation of this document will be valid unless in writing and signed by the Parties.

24. WAIVER

24.1 No waiver of any of the terms or conditions of this Agreement will be binding for any purpose unless expressed in writing and signed by the Party giving the same and any such waiver will be effective only in the specific instance and for the purpose given.

24.2 No failure or delay on the part of either Party in exercising any right, power or privilege will operate as a waiver, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

25. NOTICES

25.1 The Parties choose as their address for service for all purposes under this Agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature (including the exercise of any option), the following addresses:

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25.1.1 Kelltech SA:

Physical:      [***]

Postal:      [***]

Fax:      [***]

For the attention of: [***]

With a copy to: [***]

And to:      [***]

And to:      [***]

Fax:      [***]

For attention: [***]

25.1.2 KellPlant:

Physical:      [***]

Postal:      [***]

Fax:      [***]

For the attention of: [***]

With a copy to: [***]

And to:      [***]

And to:      [***]

Fax:      [***]

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For attention: [***]

25.2 Any notice or communication required or permitted to be given in terms of this Agreement shall be valid and effective only if in writing but it shall be competent to give notice by fax but not by e-mail, unless the relevant Party has specified an e-mail address in clause 25.1 above, in which case it shall be competent to give notice to such Party by way of e-mail.

25.3 Any Party may by notice to any other Party change the physical address chosen as its address for service vis-a-vis that Party to another physical address the relevant jurisdiction or its fax number, provided that the change shall become effective vis-a-vis that addressee on the 10th (tenth) Business Day from the receipt of the notice by the addressee.

25.4 Any notice to a Party:

25.4.1 sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at an address chosen as its address for service to which post is delivered shall be deemed to have been received on the 7th (seventh) Business Day after posting (unless the contrary is proved);

25.4.2 delivered by hand to a responsible person during ordinary business hours at the physical address chosen as its address for service shall be deemed to have been received on the day of delivery; or

25.4.3 sent by fax to its chosen fax number stipulated in clause 25.1, shall be deemed to have been received on the date of despatch (unless the contrary is proved), provided that the sender has received a receipt indicating proper transmission.

25.5 Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen address for service.

26. FURTHER ASSURANCE

Each Party shall, at the reasonable request of any other Party, perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by applicable law in order to completely and punctually implement and/or give effect to this Agreement.

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27. COSTS

Each Party shall bear its own costs in relation to the negotiation, preparation and implementation of this Agreement.

28. EXECUTION IN COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement as at the date of signature of the Party that signs its counterpart last in time.

29. SEVERABILITY

In the event that any of the provisions of this Agreement are found to be invalid, unlawful or unenforceable, such terms shall be severable from the remaining terms, which shall continue to be valid and enforceable.

SIGNED by the Parties on the dates and at the places set out below.

For:	KELLPLANT (PTY) LTD
Signature:	[***]
	who warrants that he / she is duly authorised thereto
Name:
Date:	03/02/2016
Place:

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For:	NEWSHELF 1342 (PTY) LTD
Signature:	[***]
	who warrants that he / she is duly authorised thereto
Name:
Date:	16/02/2016
Place:

TABLE OF CONTENTS

Clause number and description Page

1.	INTERPRETATION AND DEFINITIONS	2
2.	PREAMBLE	8
3.	CONDITION PRECEDENT	9
4.	LICENSED RIGHTS	10
5.	TERM OF AGREEMENT	10
6.	TITLE TO THE INTELLECTUAL PROPERTY	11
7.	DELIVERY OF INTELLECTUAL PROPERTY AND PROVISION OF TECHNICAL EXPERTISE	11
8.	ROYALTIES AND MARKET REPORTS	11
9.	LIABILITY FOR INTEREST ON LATE PAYMENTS	12
10.	ACCOUNTING RECORDS	12
11.	TAXES	13
12.	IMPROVEMENTS TO THE INTELLECTUAL PROPERTY	13
13.	WARRANTIES BY KELLTECH SA	14
14.	KELLTECH SA COVENANTS	15
15.	WARRANTIES BY EACH PARTY	15
16.	INFRINGEMENT	16
17.	CESSION AND ASSIGNMENT	16
18.	FORCE MAJEURE	16
19.	CONFIDENTIALITY	17
20.	GOVERNING LAWS	19
21.	SETTLEMENT OF DISPUTES	19
22.	BREACH	21
23.	WHOLE AGREEMENT	22
24.	WAIVER	22

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25.	NOTICES	22
26.	FURTHER ASSURANCE	24
27.	COSTS	26
28.	EXECUTION IN COUNTERPARTS	26
29.	SEVERABILITY	26

Orkid S.a r.I. (“Orkid”)
(registration no. B 167 777)
Legis House 11 New Street, St Peter Port
Guernsey GY1 3EG   To:
KellTech Limited (“KellTech”)
(formerly Lifezone SA Ventures Limited)
(company no. 084564 C1/GBL)
4th Floor, Ebene Skies rue de I‘Institute
Ebene, Republic of Mauritius   Kelltechnology South Africa (RF)
Proprietary Limited (“KellTech SA”)
(registration no. 2008/026628/07)
6 Ecofusion Office Park Block B,
324 Witch-Hazel Ave Highveld Park, Ext 59
Centurion, Gauteng, 0157
Republic of South Africa   The Industrial Development Corporation
Of South Africa Limited (“IDC”)
19 Fredman Drive, Sandown, 2191
Republic of South Africa
(Attention: Head of Basic Metals and Mining)             Lifezone Limited (“Lifezone”)
(attn: [***])
(company no. 081243 C2/GBL)
4th Floor, Ebene Skies rue de I‘Institute
Ebene, Republic of Mauritius   Kellplant Proprietary Limited (“KellPlant”)
(registration no. 2015/364753/07)
6 Ecofusion Office Park Block B,
324 Witch-Hazel Ave Highveld Park,
Ext 59 Centurion, Gauteng, 0157
Republic of South Africa

22 May 2020

Dear Sirs

Amendments to the KellTech SA arrangements

Further to discussions between the parties, the following amendments to the KellTech SA arrangements have been agreed with effect from the date hereof.

1. We refer to the following KellTech arrangements (together, the “KellTech Documents”):

1.1 the KellTech SA Shareholders Agreement dated 12 February 2016 between Lifezone, Orkid, IDC, KellTech and KellTech SA, as amended (the “KellTech SA Shareholders Agreement”);

1.2 the KellTech SA Licence Agreement dated 16 April 2014 between KellTech Mauritius and KellTech SA, as amended, including by the first addendum dated 12 February 2016 (the “KellTech SA Licence”);

1.3 the KellPlant Licence Agreement dated 12 February 2016 between KeliTech SA and KellPlant, as amended (the “KellPlant Licence”, and together with the KellTech SA Licence, the “Licence Agreements”;

1.4 the KellTech SA Memorandum of Incorporation, as amended (the “KellTech SA Constitution”).

2. In each of the KellTech Documents:

2.1 the definition of “PGMs” will be amended by the replacement of the definition in its entirety with the following:

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”“PGMs” means (a) platinum, palladium, rhodium, ruthenium, iridium and osmium (all six being the metallic elements contained in the Platinum Group of the Periodic Table, “PGEs”) but only where the primary focus of the extraction process is on the extraction of one or more of the PGEs; (b) gold and silver (“Precious Metals”) but only where the primary focus of the extraction process is on the extraction of one or more of PGEs or one or more of the Precious Metals; and (c) nickel, copper, cobalt, and other metals, elements or compounds but only where the primary focus of the extraction process is on the extraction of one or more of the PGEs or one or more of the Precious Metals;”

2.2 the definition of “Patents” will be amended by the replacement of the definition in its entirety with the following:

““Patents” means, to the extent that they relate to Kelltechnology only

(a)	South African Patent 2000/6600;
(b)	South African provisional patent application 2012/05222;
(c)	South African Patent No. 2014/09387;
(d)	African Regional Intellectual Property Organisation (“ARIPO”) Patent No. AP/P/2014/008110;
(e)	South African Patent No. 2015/08577;
(f)	ARIPO Patent No. AP/P/2015/008962;
(g)	South African Patent No. 2014/08684;
(h)	South African Patent No. 2017/05992;
(i)	ARIPO Patent No. AP/P/2015/008960;
(j)	South African Patent No. 2018/04188; and
(k)	ARIPO Patent No. AP/P/2018/010822,

and all patent applications and granted patents in the Licenced Territory in the same patent family as any of the aforementioned patent applications;”

3. In each of the KellTech SA Shareholders Agreement and the KellTech SA Constitution:

3.1 the definition of “Intellectual Property” will be amended by the replacement of the definition in its entirety with the following (underlined text is underlined solely to indicate it is new):

““Intellectual Property” means all intellectual property rights relating to Kelltechnology of whatsoever nature, whether registered or unregistered, owned, licensed to or controlled by Lifezone in the Licensed Territory, including, without limitation, the ‘mentions, information and technologies that form the subject matter of the Patents and the Know-How in each case relating to Kelltechnology, and all current and future improvements, variations and individual unit operations thereof, whether conceived of, developed and/or acquired by Lifezone and regardless of howsoever created;”

4. In each of the Licence Agreements, the definition of “Net Refinery Return” will be amended by the replacement of the definition in its entirety with the following (struckthrough text is struckthrough solely to indicate it has been deleted):

““Net Refinery Return” means the net revenue (after deducting transport costs, customs clearing costs, refining charges and realizations) received from the sales of refined PGMs produced from Concentrate from a plant using Kelltechnology;”

5. To the extent necessary, where the relevant agreed amendment appears in the KellTech SA Constitution, the relevant parties will procure that such constitution is formally amended so that such amendment is implemented. For the avoidance of doubt, the relevant parties will

3

procure that the relevant shareholder resolutions are proposed, passed and registered as may be required by local law.

This letter is governed by, and all disputes of whatever nature arising out of or in connection with this letter shall be resolved in accordance with the laws of the Republic of South Africa.

The provisions of clauses 24 (Settlement of Disputes) and 31 (Execution in Counterparts) of the KellTech SA Shareholders Agreement will apply to this letter as if set out in full herein.

By our signature hereto, we hereby confirm our agreement with the contents of this letter:

Signature:	/s/ Erich Clarke
For and on behalf of:	Orkid S.à r.l.
Name:	Erich Clarke
	who warrants that he / she is duly authorised thereto
Date:	10 June 2020
Place:	[***]

By our signature hereto, we hereby confirm our agreement with the contents of this letter:

Signature:	/s/ Erich Clarke
For and on behalf of:	Kelltech Limited
Name:	Erich Clarke
	who warrants that he / she is duly authorised thereto
Date:	29 May 2020
Place:	[***]

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By our signature hereto, we hereby confirm our agreement with the contents of this letter:

Signature:	/s/ [***]
For and on behalf of:	Lifezone Limited
Name:	[***]
	who warrants that he / she is duly authorised thereto
Date:	12 June 2020
Place:	[***]

By our signature hereto, we hereby confirm our agreement with the contents of this letter

Signature:	/s/ R S Wallace	/s/ ZR Coetzee
For and on behalf of:	The Industrial Development Corporation of South Africa Limited	Industrial Development Corporation
Name:	R S Wallace	ZR COETZEE
	who warrants that he / she is duly authorised thereto
Date:	30/10/20	30 October 2020
Place:	[***]	[***]

By our signature hereto, we hereby confirm our agreement with the contents of this letter:

Signature:	/s/ Erich Clarke
For and on behalf of:	Kelltechnology South Africa (RF) Proprietary Limited
Name:	Erich Clarke
	who warrants that he / she is duly authorised thereto
Date:	29 May 2020
Place:	[***]

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By our signature hereto, we hereby confirm our agreement with the contents of this letter:

Signature:	/s/ [***]
For and on behalf of:	Kellplant Proprietary Limited
Name:	[***]
	who warrants that he / she is duly authorised thereto
Date:	12 June 2020
Place:	[***]

EX-10.14

Exhibit 10.14

Certain information has been omitted from the exhibit because it is both (i) not material and (ii) of the type that the registrant customarily and actually treats as private or confidential. The omissions have been indicated by (“[***]”).

Dated 10 June 2020

SUPPLY OF TECHNICAL SERVICES AGREEMENT

between

LIFEZONE LIMITED

and

KELLTECHNOLOGY SOUTH AFRICA (RF) PROPRIETARY LIMITED

Contents

Clause

1.	Interpretation	2
2.	Recordal of Termination of Original Agreement	7
3.	Condition Precedent	7
4.	Commencement and duration	8
5.	Lifezone’s obligations	9
6.	Internal Services	10
7.	External Services	10
8.	KTSA’s obligations	11
9.	Charges and payment	12
10.	Quality of services	16
11.	Intellectual Property	18
12.	Confidentiality	18
13.	Limitation of liability	18
14.	Termination	18
15.	Force majeure	20
16.	General	22
17.	Rights of third parties	23
18.	Notices	23
19.	Dispute resolution	25
20.	Governing law and jurisdiction	27

THIS AGREEMENT is dated on 10 June 2020

Parties

(1) LIFEZONE LIMITED incorporated and registered in Mauritius with company number 081243 C2 GBL whose registered office is at 4th Floor, Ebene Skies, Rue de L’Institut, Ebene, Mauritius (Lifezone); and

(2) KELLTECHNOLOGY SOUTH AFRICA (RF) PROPRIETARY LIMITED,

(3) (Registration No. 2008/026628/07), a private limited liability company incorporated in accordance with the laws of South Africa, whose registered office is at 6 Ecofusion Block B, 324 Witch-Hazel Avenue, Highveld Park Extension 59, Gauteng, South Africa (KTSA).

Recitals

(A) Lifezone has granted KellTech Limited (Company No. 084564 C1/GBL) (“KellTech”) an exclusive licence to use intellectual property relating to Kelltechnology in SADC (the “KellTech Licence”).

(B) KellTech has granted to KTSA an exclusive licence to use the Kelltechnology in the Licensed Territory and the right to sublicense same on a non-exclusive basis in the Licensed Territory on the basis that such sub-licensees do not have the right to further sub-license the intellectual property (the “KTSA License”).

(C) The Parties have agreed that Lifezone will provide technology support services in relation to Kelltechnology to KTSA and the KTSA Group in SADC on the terms set out in this Agreement.

(D) Lifezone will procure that Keith Liddell, [***], and any other Lifezone Appointee will be the Lifezone personnel responsible for delivering the Services on behalf of Lifezone under this Agreement.

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Agreed terms

1. Interpretation

1.1 Terms defined in the KellTech Licence and not defined herein have the same meaning when used in this Agreement, notwithstanding that such defined terms have not been defined in this Agreement.

1.2 The definitions and rules of interpretation in this clause apply in this Agreement.

(a) Agreement means this agreement, together with the schedule thereto;

(b) Control means in relation to an Entity the ability of a person (the “Controller”), directly or indirectly, to ensure that the activities and business of an Entity (the “Controlled Entity”) are conducted in accordance with the wishes of the Controller, and the Controller shall be deemed to so control the Controlled Entity if the Controller owns, directly or indirectly, the majority of the issued share capital, members interest or equivalent equity and/or holds, directly or indirectly, the majority of the voting rights in the Controlled Entity or the Controller has the right to receive the majority of the income of that Controlled Entity on any distribution by it of all of its income or the majority of its assets on a winding up and in respect of a Controlled Entity that is a trust, “Control” means the ability of the Controller to control the majority of the votes of the trustees or to appoint the majority of the trustees or to appoint or change the majority of the beneficiaries, or such trust operates primarily for the benefit of such person and “Controlling” and “Controlled” shall be construed accordingly;

(c) Deed of Undertaking means a deed of undertaking in the same form and substance as the deed of undertaking attached hereto as Schedule 1;

(d) Effective Date means 1 January 2020;

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(e) Entity means any association, business, close corporation, company, concern, enterprise, firm, fund, partnership, person, trust, undertaking, voluntary association or other similar entity whether corporate or unincorporated;

(f) External Services means the Services to be provided by Lifezone to KTSA as set out in Clause 7;

(g) External Services Proposal means a proposal to a third party made by KTSA as set out in Clause 7;

(h) External Services Fee has the meaning set out in clause 9.2;

(i) Fee means collectively, the Retainer Fee and the External Services Fee (if applicable);

(j) Governmental Entity means any national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof), or any governmental department, or any agency, regulator, court, entity, commission, board, ministry, bureau, locality or authority of any of the foregoing, or any quasi-governmental or private body exercising any binding regulatory or other governmental or quasi-governmental authority or function in South Africa;

(k) Initial Period has the meaning set out in clause 4.2;

(l) Internal Services means the Services to be provided by Lifezone to KTSA as set out in Clause 6;

(m) KTSA Board means the board of directors of KTSA

(n) KTSA Group means KTSA and any company in which KTSA (a) owns directly or indirectly a majority of the issued share capital and/or (b) holds directly or indirectly a majority of the voting rights (c) is entitled to receive the majority of any distribution (d) is entitled to receive the majority of its assets on a winding up and/or (e) any holding company which directly or indirectly Controls KTSA;

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(o) KellTech Licence has the meaning set out in the recitals;

(p) KellTech Shareholders Agreement means the written shareholders agreement entered into between Lifezone, SPM, Orkid, KellTech and Liddell (as modified, novated, amended or supplemented from time to time);

(q) Kelltechnology means the hydrometallurgical process developed by Liddell for the extraction of PGMs that requires significantly less electrical energy than the current conventional matte smelting process;

(r) KTSA License has the meaning set out in the recitals;

(s) Law means any South African law (including all statutes and subordinated legislation), constitution, treaty, regulation, rule, ordinance, by-laws, principle of common law, order or decree of any Governmental Entity (including any judicial or administrative interpretation thereof) in force from time to time;

(t) Libor means the London interbank offered rate administered by the British Bankers Association (or any other person which takes over the administration of that rate) for US dollars for three months displayed on pages LIBOR01 or LIBOR02 of the Reuters screen (or any replacement Reuters page which displays that rate);

(u) Licensed Territory has the meaning ascribed thereto in the KTSA Licence (as modified, novated, amended or supplemented from time to time);

(v) Lifezone Appointee has the meaning set out in clause 6.1;

(w) Lifezone Expenses has the meaning set out in Clause 9.8;

(x) Orkid means Orkid S.a r.l., Registration No. B 167 777, a limited liability private company duly incorporated in Luxembourg;

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(y) Parties means KTSA and Lifezone and “Party” means any one of them as the context requires;

(z) Retainer Fee has the meaning set out in clause 9.1;

(aa) SADC means the Southern African Development Community excluding Mauritius, comprising Angola, Botswana, the Democratic Republic of Congo, Lesotho, Malawi, Madagascar, Mozambique, Namibia, Seychelles, South Africa, Swaziland, Tanzania, Zambia and Zimbabwe;

(bb) Services means the technology support services to be provided by Lifezone to the KTSA Group in the Licensed Territory under this Agreement in order to ensure that KTSA is able to maximise, for its own benefit, the exploitation of the Kelltechnology licensed by KellTech to it under the KTSA Licence, including, without limitation:

(i) assisting in the marketing of Kelltechnology to producers of PGMs;

(ii) assisting with test work and managing studies in the implementation of Kelltechnology;

(iii) engineering development, plant design and research and development in relation to Kelltechnology;

(iv) management and administration of KTSA and any member of the KTSA Group;

(v) effectively transferring knowledge and know-how in respect of Kelltechnology and any Intellectual Property and/or improvements thereto to KTSA, any member of the KTSA Group and/or any person or Entity to whom KTSA sub-licenses any rights granted to it under the KTSA Licence,

(vi) together with any other ancillary services which KTSA may, acting reasonably, request Lifezone to provide to it, any member of the KTSA Group and/or any person or Entity to

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	whom KTSA sublicenses any of the rights granted to it under the KTSA Licence and which ancillary services Lifezone acting reasonably agrees to provide; and
(vii)	External Services, if applicable;

(cc) South Africa means the Republic of South Africa;

(dd) SPM means Sedibelo Platinum Nines Limited, registration number 5440, a company incorporated in Guernsey having its registered address at 11 New Street, St Peter Port, Guernsey, GY1 2PF.

1.3 Clause, schedule and paragraph headings are for reference purposes and convenience only and shall not affect the interpretation of this Agreement.

1.4 If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of the Agreement.

1.5 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.6 The schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the schedules.

1.7 Terms defined in this Agreement shall bear the same meanings in schedules to this Agreement to the extent to which they do not themselves contain their own definitions.

1.8 Words in the singular shall include the plural and vice versa.

1.9 The rule of construction that a contract should be interpreted against the Party responsible for drafting or preparation of the contract, shall not apply to this Agreement. A reference to writing or written includes faxes but not e-mail.

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1.10 Where the words include(s), including or in particular are used in this Agreement, they are deemed to have the words without limitation following them. Where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.

1.11 Any obligation in this Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.

1.12 References to clauses and schedules are to the clauses and schedules of this Agreement.

1.13 Any reference in this Agreement to any other agreement or document shall be construed as reference to such agreement or document as same may have been, or may from time to time be, amended, varied, novated or supplemented.

2. Recordal of Termination of Original Agreement

2.1 On or about 16 April 2014, Lifezone, Orkid and KellTech signed the supply of technical services agreement (the “Original Agreement”).

2.2 The Parties hereby record and acknowledge that the Original Agreement was terminated on 31 December 2018 and from such date until the Effective Date, Lifezone has continued to provide the Services to KellTech. Accordingly, from the Effective Date, this Agreement shall exclusively govern the relations of the Parties in respect of the supply of the Services by Lifezone to KTSA

3. Condition Precedent

3.1 The whole of this Agreement, other than the provisions of this clause, clause 1 (Interpretation) and clauses 12 (Confidentiality) to 20 (Governing law and jurisdiction), which shall be of immediate force and effect on the date hereof, is subject to the fulfilment of the following

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	suspensive condition by no later than 30 June 2020 Keith Liddell has entered into a Deed of Undertaking.
3.2	The Parties undertake in favour of one another to, forthwith after the date hereof, use their respective reasonable endeavours and co-operate in good faith to procure the fulfilment of the suspensive condition, to the extent that it is within their power to do so, as expeditiously as reasonably possible.

3.3 The suspensive condition in 3.1 has been inserted for the benefit of KTSA who will be entitled to waive fulfilment of same by written agreement prior to the expiry of the relevant time period set out in clause 3.1 (or extended in accordance with clause 3.4).

3.4 Unless the suspensive condition has been fulfilled or waived by not later than the date for fulfilment thereof set out in clause 3.1 (or such later date or dates as may be agreed in writing between the Parties), the provisions of this Agreement, save for this clause, clause 1 and clauses 12 (Confidentiality) to 20 (Governing law and jurisdiction), which will remain of full force and effect, will never become of any force or effect and none of the Parties will have any claim against the other Party in terms hereof or arising from the failure of the suspensive condition, save for any claims arising from a breach of clause 3.2, as well as any breach of any of the provisions of this Agreement which became effective on the date hereof.

4. Commencement and duration

4.1 Lifezone shall provide the Services to KTSA and the KTSA Group on the terms and conditions of this Agreement from the Effective Date.

4.2 Lifezone shall provide the Services for a period of three years commencing on the Effective Date and terminating on the 3rd anniversary of the Effective Date (the “Initial Period”), and after that, shall continue to provide the Services unless this Agreement:

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(a) is terminated by either Party by giving the other not less than six months’ notice, such notice not to expire before the expiry of the Initial Period; or

(b) is terminated in accordance with clause 14.

5. Lifezone’s obligations

5.1 Lifezone shall:

(a) provide such Services to KTSA, other members of the KTSA Group and/or any person or Entity to whom KTSA sublicenses any of the rights granted to it under the KTSA Licence in the Licensed Territory as KTSA may request, and which Entity, Lifezone acting reasonably consents to;

(b) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services;

(c) observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the KTSA Group premises and that have been communicated to it under clause 5.1(d) provided that it shall not be liable under this Agreement if, as a result of such observation, it is in breach of any of its obligations under this Agreement;

(d) notify KTSA in writing as soon as it becomes aware of any health and safety hazards or issues which arise: (i) in relation to the Services; and/or (ii) at any premises of any member of the KTSA Group;

(e) co-operate with KTSA in all matters relating to the Services; and

(f) generally, do all such things necessary and incidental to the provision of the Services as may be required by any member of the KTSA Group, acting reasonably.

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6. Internal Services

6.1 The Internal Services are Services which will specifically be provided to KTSA and will be provided by suitably qualified, skilled and experienced employees and consultants nominated by Lifezone and approved in writing by KTSA acting reasonably (each a Lifezone Appointee). The Lifezone Appointees will be:

(a) Keith Liddell;

(b) [***]; and

(c) any other suitably qualified, skilled and experienced employees and consultants nominated by Lifezone and approved in writing by KTSA acting reasonably (each a “Lifezone Consultant”).

6.2 Lifezone will procure that Keith Liddell and [***] will remain Lifezone Appointees until such time as: (a) KTSA notifies Lifezone, in writing, that either and/or both of them are no longer required to be a Lifezone Appointee (which notification KTSA shall be entitled to furnish at any time); or (b) this Agreement is terminated.

6.3 Lifezone will assist KTSA in preparation of proposals to third parties and associated budgets for the provision of External Services by KTSA to third parties (“External Services Proposal”) and such assistance is deemed Internal Services.

7. External Services

7.1 In certain circumstances KTSA will render services directly to third parties and it will subcontract some of these services (which services will largely be akin to the Services) to Lifezone (“External Services”).

7.2 The External Services will be provided to KTSA by Lifezone Appointees.

7.3 An External Services Proposal made by KTSA to a third party will include Lifezone’s estimate of hours to be expended by Lifezone Appointees to provide the External Services on behalf of KTSA and related Lifezone

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Expenses for provision of Lifezone’s External Services and are deemed to be approved by KTSA on submission of the External Services Proposal by KTSA to the third party. Prior to an External Service Proposal being made by KTSA to a third party, Lifezone shall include in its proposal to KTSA provision for all Lifezone Expenses in order for the Lifezone Expense contemplated in all External Services Proposals made by KTSA to be reimbursed by the third party to KTSA, who shall thereafter reimburse Lifezone in accordance with Clause 9.5.

8. KTSA’s obligations

8.1 KTSA shall:

(a) co-operate with Lifezone in all matters relating to the Services and do such things as may be reasonably necessary to enable Lifezone to deliver the Services;

(b) provide Lifezone, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, reasonable access to the KTSA Group’s premises, office accommodation, data and other facilities to the extent necessary for the performance of Services, provided that KTSA reserves the right to (acting reasonably) refuse any Lifezone Appointees access to the KTSA Group’s premises at any time;

(c) provide, in a timely manner, such information as Lifezone may reasonably require for the provision of the Services;

(d) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to its operations;

(e) be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from any of its premises in accordance with all applicable laws, before and during the supply of the Services at those premises;

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(f) inform Lifezone of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the KTSA Group’s premises;

(g) ensure that all equipment, systems or facilities of the KTSA Group and used directly or indirectly in the supply of the Services is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all applicable standards and requirements in SADC; and

(h) make payment against Lifezone’s invoices for Fees in accordance with clauses 9.4, 9.5, 9.6 and 9.7, and Lifezone Expenses in accordance with clause 9.8.

8.2 If Lifezone’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of KTSA, its agents, subcontractors, consultants or employees, Lifezone shall not be liable for any costs, charges or losses sustained or incurred by KTSA that arise directly or indirectly from such prevention or delay, provided that Lifezone shall only be relieved from performing and/or delaying its obligations under this Agreement to the extent that the aforesaid act or omission restricts or precludes the performance of the Services and Lifezone has, promptly after the actual or potential non-compliance has come to its attention, notified KTSA thereof in writing.

9. Charges and payment

9.1 Internal Services Fees

For the period of twelve months commencing on the Effective Date and terminating on the first anniversary of the Effective Date, in consideration of the provision of the Internal Services by Lifezone, KTSA shall pay Lifezone a fixed fee of US$[***] per calendar month (exclusive of VAT, if applicable) (“Retainer Fee”) in respect of the Services rendered by Lifezone contemplated in clause 6.1. For the avoidance of doubt, KTSA shall only ever be liable to Lifezone in any calendar month for an amount of US$[***] (exclusive of VAT, if applicable) plus any amount payable

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for the External Services as contemplated in clause 9.2. Notwithstanding the aforesaid, by no later than 2 weeks prior to the commencement of a quarter, the Parties shall meet to discuss the potential impact of COVID-19 on SPM’s mining operations. At such meeting, the Parties shall use their commercially reasonable endeavours to agree on an appropriate amendment (if any) to the Retainer Fee which shall be applicable for the following quarter. Should the Parties fail to reach agreement prior to the commencement of the following quarter (or such later date as agreed between the Parties in writing), then for the duration of the following quarter:

(a) Lifezone will not be obliged to provide the Services to KTSA;

(b) KTSA will not be obliged to pay Lifezone any amounts under this Agreement other than amounts which became due, owing and payable under this Agreement prior to the commencement of such quarter; and neither Party shall be liable for a failure to perform any of its obligations under this Agreement.

9.2 External Services Fees

(a) In relation to such External Services rendered by the following persons, KTSA will pay to Lifezone (unless otherwise agreed between the Parties in writing) the hourly rates charged by KTSA to the external party; the External Services hourly rates being at least:

(i) Keith Liddell - US$[***] per hour;

(ii) [***] - US$[***] per hour; and

(iii) Lifezone Consultants - US$[***] per hour.

(b) Prior to KTSA submitting any External Services Proposal to a third party, KTSA shall agree with Lifezone the External Services Fees.

(c) KTSA will submit any External Services Proposal on the basis that KTSA will recover from any third party an amount which is equal to

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or greater than Lifezone’s estimate of External Services Fees as a result of the estimated hours to be expended by Lifezone Appointees to provide the External Services and, for the avoidance of doubt, to the extent that there are profits made by KTSA which are in excess of the External Services Fees, then although there would be no additional fees payable by KTSA to Lifezone under this Agreement.

9.3 On each anniversary of the Effective Date, the Retainer Fee and External Services Fee shall be revised and shall be increased at 3% per annum.

9.4 At the end of each calendar quarter, Lifezone shall provide to KTSA an invoice specifying the Retainer Fee for the following quarter. KTSA shall pay the Retainer Fee quarterly in advance on the first business day of each calendar quarter.

9.5 KTSA shall notify Lifezone within five days after KTSA has invoiced a third party in respect of External Services and related Lifezone Expenses (where relevant). KTSA shall notify Lifezone as soon as possible after the relevant third party has paid the invoice and following such notification, Lifezone shall provide KTSA an invoice specifying the External Services Fee and related Lifezone Expenses and KTSA shall pay such invoice no later than five days following receipt of Lifezone’s invoice. KTSA shall have no liability to Lifezone for External Service Fees and/or related Lifezone Expenses until it has been paid same by the relevant third party. KTSA will use all reasonable endeavours to collect such amounts as soon as is reasonably practicable. Lifezone will have no obligation to continue to provide External Services to KTSA for a particular third party whilst an invoice for prior External Services provided remains unpaid.

9.6 KTSA shall pay to Lifezone the outstanding Internal Services Fees for the period 1 January 2020 to 30 June 2020 within 5 days of execution of this Agreement.

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9.7 The Fees and Lifezone Expenses shall be paid in full in US$ in cleared funds (without deduction or set-off) to the bank account detailed below or as otherwise nominated in writing by Lifezone:

Beneficiary Bank	[***]
Swift Code	[***]
IBAN Number	[***]
For further credit to	Lifezone Limited

9.8 KTSA shall promptly reimburse Lifezone in respect of the reasonable costs of hotel, subsistence, travelling, communications and any other reasonable ancillary expenses reasonably incurred by any Lifezone Appointee or any other individual whom Lifezone engages in connection with the Services, the cost of any materials and the cost of services reasonably and properly provided by third parties and required by Lifezone for the supply of the Services (“Lifezone Expenses”), provided that Lifezone has either obtained the prior written approval of KTSA or such Lifezone Expenses which have been approved by the KTSA Board or in terms of any applicable KTSA budget specifically in respect of such Lifezone Expenses.

9.9 Without prejudice to any other right or remedy that it may have, if KTSA fails to pay Lifezone the Fee on the date upon which the Fee is due, owing and payable by KTSA to Lifezone, Lifezone may:

(a) charge interest on such sum from the due date for payment at Libor (applicable during the relevant quarter in which payment of such due sum is outstanding) plus a margin of [***]% accruing on a daily basis until payment is made, whether before or after any judgement, and KTSA shall pay the interest immediately on demand. The said interest shall be compounded quarterly. The

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interest rate will be calculated on a basis of a 360 day year for actual days lapsed; and

(b) suspend all Services until payment has been made in full.

9.10 All sums accrued but not yet payable to Lifezone under this Agreement shall become due immediately on its termination, despite any other provision. This clause 9.10 is without prejudice to any right to claim for interest under the law or any such right under this Agreement.

10. Quality of services

10.1 Lifezone hereby warrants at the Effective Date and covenants to KTSA for the entire duration of this Agreement that:

(a) it has the expert skill and knowledge to provide the Services;

(b) it will perform the Services professionally, in a timely manner and with reasonable care and skill and in accordance with generally recognised commercial practices and standards;

(c) the Services will conform with all descriptions and specifications reasonably required by any member of the KTSA Group; and

(d) the Services will be provided in accordance with all applicable legislation, from time to time in force, and Lifezone will inform KTSA as soon it becomes aware of any changes in any such legislation and/or any breach by it of such legislation.

10.2 Lifezone hereby warrants at the Effective Date that:

(a) it is not aware (having made all reasonable enquiries) of any fact, matter or circumstance which may hinder it from performing the Services; and

(b) it is not aware (having made all reasonable enquiries) of any fact, matter or circumstance which is likely to result in it not being able to maintain the consents, licences, permits, registrations,

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approvals and other authorities required by Lifezone in order to provide the Services after the Effective Date.

10.3 Lifezone covenants to KTSA for the entire duration of this Agreement that:

(a) it will inform KTSA should it become aware of any fact, matter or circumstance:

(i) which may hinder it or any Lifezone Appointee from performing the Services; and/or

(ii) relating to any breach by any Lifezone Appointee of any term of the Deed of Undertaking signed by such Lifezone Appointee;

(b) it will inform KTSA should it become aware of any fact, matter or circumstance which is likely to result in it not being able to maintain the consents, licences, permits, registrations, approvals and other authorities required by: (i) Lifezone in order to provide the Services; and/or (ii) the operations of any member of the KTSA Group;

(c) it will forthwith disclose to KTSA all facts and circumstances within its knowledge which would reasonably be likely to be material to: (i) any member of the KTSA Group in relation to the appointment of Lifezone and/or any Lifezone Appointee to perform the Services; and/or (ii) Kelltechnology and/or the Intellectual Property; and

(d) it will provide the Services and to this end shall use its reasonable endeavours:

(i) to procure that each Lifezone Appointee acts with integrity and exercises all reasonable skill, care and diligence in providing the Services;

(ii) to protect and promote the business and interests of the KTSA

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10.4 The provisions of this clause 10 shall survive any performance, acceptance or payment pursuant to this Agreement and shall extend to any substituted or remedial Services provided by Lifezone.

11. Intellectual Property

The provisions of clause 11 (Improvements to Intellectual Property) of the KTSA Licence will apply to this Agreement, with such changes as are required by the context.

12. Confidentiality

The provisions of clause 23 (Confidentiality) of the KellTech Licence will apply to this Agreement, with such changes as are required by the context.

13. Limitation of liability

The maximum aggregate liability of Lifezone with respect to any and all claims under this Agreement in any consecutive twelve month period, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, shall be limited in respect of all claims (connected or unconnected) in any such consecutive twelve month period, to the equivalent of the total Fees actually paid by KTSA to Lifezone in the preceding twelve months, provided that the maximum aggregate liability of Lifezone with respect to any and all claims under this Agreement arising within the twelve month period of the Effective Date shall be limited to the aggregate of Fees paid by KellTech to Lifezone pursuant to the original agreement and/or oral arrangement.

14. Termination

14.1 Without prejudice to any other rights or remedies which the Parties may have, either Party may terminate this Agreement without liability to the other immediately on giving notice to the other if:

(a) the KTSA Licence is terminated for any reason;

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(b) the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment other than in instances where there is a bona fide dispute between the Parties as to whether the Party claiming payment has discharged its reciprocal obligations pursuant to which such payment is to be made and the other Party withholds payment of fees relevant to such dispute pending the resolution of such dispute; or

(c) the other Party commits a material breach of any of the material terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that Party being notified in writing of the breach; or

(d) the other Party suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts; or

(e) the other Party commences negotiations with all, or any class of, its creditors with a view to rescheduling any of its debts, or makes a proposal for, or enters into any compromise or arrangement with, its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that Party with one or more other companies, or the solvent reconstruction of that Party; or

(f) an order is made, for or in connection with the winding up of the other Party other than for the sole purpose of a scheme for a solvent amalgamation of that Party with one or more other companies, or the solvent reconstruction of that Party; or

(g) an administrator is appointed over the other Party; or

(h) a floating charge holder over the material assets of the other Party has appointed an administrative receiver; or

(i) a receiver is appointed over the material assets of the other Party; or

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(j) any event occurs with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.1(e) to 14.1(i) inclusive; or

(k) the other Party suspends or ceases to carry on all or a substantial part of its business.

14.2 Without prejudice to any other rights or remedies which KTSA may have, KTSA may terminate this Agreement without liability to Lifezone immediately on giving notice to Lifezone if Lifezone ceases to own shares in KellTech.

14.3 On termination of this Agreement for any reason:

(a) KTSA shall immediately pay to Lifezone all amounts due, owing and payable under this Agreement;

(b) the accrued rights, remedies, obligations and liabilities of the Parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination; and

(c) clauses which expressly or by implication have effect after termination shall continue in full force and effect, including the following clauses: clause 10 (Quality of services), clause 11 (Intellectual Property), clause 12 (Confidentiality), clause 13 (Limitation of liability), clause 14.3, clause 18 (Notices), clause 19 (Dispute resolution), and clause 20 (Governing law and jurisdiction).

15. Force majeure

15.1 A Party is not liable for a failure to perform any of its obligations under this Agreement in so far as it proves:

(a) that the failure was due to an impediment beyond its control;

20

(b) that it could not reasonably be expected to have taken the impediment and its effects upon the Party’s ability to perform into account at the time of the conclusion of the contract; and

(c) that it could not reasonably have avoided or overcome the impediment or at least its effects.

15.2 An impediment in clause 15.1 may result from events such as the following, this enumeration not being exhaustive:

(a) war, whether declared or not, civil war, civil violence, riots and revolution, acts of piracy, acts of sabotage;

(b) natural disasters such as violent storms, cyclones, earthquakes, tidal waves, floods, destruction by lightening;

(c) explosions, fire, destruction of machines, of factories and of any kind of installations;

(d) boycotts, strikes and lock-outs of all kinds, go-slow, occupation of factories and premises, and work stoppages;

(e) acts of authority, whether lawful or unlawful, apart from acts for which the Party seeking relief has assumed the risk by virtue of any other provisions of this Agreement; and apart from the matters mentioned in clause 15.3.

15.3 For the purposes of clause 15.1 “impediment” does not include lack of authorisations, of licenses, or permits or of approvals necessary for the performance of the licence.

15.4 Relief from liability for non-performance by reason of the provisions of clause 15 shall commence on the date upon which the Party seeking relief gives notice of the impediment relied upon and shall terminate upon the date upon which such impediment ceases to exist; provided that if such impediment continues for a period of more than 6 (six) months either Party shall be entitled to terminate this Agreement by written notice to the other Party.

21

16. General

16.1 No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the Parties.

16.2 A waiver of any right or remedy under this Agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of any such right or remedy.

16.3 If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

16.4 This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes and extinguishes all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of this Agreement.

16.5 Each Party acknowledges that, in entering into this Agreement, it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract

16.6 Nothing in this clause shall limit or exclude any liability for fraud.

22

16.7 Neither Party shall, without the prior written consent of the other, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement.

16.8 Nothing in this Agreement is intended to, or shall operate to, create a partnership between the Parties, or to authorise either Party to act as agent for the other, and neither Party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

17. Rights of third parties

A person who is not a Party to this Agreement shall not have any rights under or in connection with it.

18. Notices

18.1 A notice or communication given to a Party under or in connection with this Agreement:

(a) shall be in writing;

(b) shall be signed by or on behalf of the Party giving it;

(c) shall be sent for the attention of the person, at the address or fax number specified in this clause (or to such other address, fax number or person as that Party may notify to the other, in accordance with the provisions of this clause); and

(d) shall be:

(i) delivered personally;

(ii) sent by commercial courier;

(iii) sent by fax; or

(iv) sent by pre-paid first-class post or recorded delivery.

23

18.2 The addresses for service of a notice are as follows:

(a) Lifezone:

(i) Physical: [***]

(ii) Postal: [***]

(iii) Tel: [***]

(iv) Fax: [***]

(v) Attention: [***]

(vi) With a copy to: [***]

(vii) And to: [***]

(b) KTSA

(i) Physical: [***]

(ii) Postal: [***]

(iii) Fax: [***]

(iv) for the attention of: [***]

24

18.3 If a notice or other communication has been properly sent or delivered in accordance with this clause, it will be deemed to have been received as follows:

(a) if delivered personally, at the time of delivery; or

(b) if delivered by commercial courier, at the time of signature of the courier’s receipt; or

(c) if sent by fax, at the time of transmission; or

(d) if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second day after posting.

18.4 For the purposes of this clause:

(a) all times are to be read as local time in the place of deemed receipt; and

(b) if deemed receipt under this clause is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), the notice or other communication is deemed to have been received when business next starts in the place of receipt.

19. Dispute resolution

19.1 Amicable Settlement

If any dispute arises between the Parties, they shall use all reasonable endeavours to resolve the matter amicably and in good faith. If one Party gives the other Party notice that a dispute has arisen and the Parties are unable to resolve such dispute within 30 (thirty) days of service of such notice, then such dispute shall be referred to the respective chairmen or chief executives or other nominated senior representative of the Parties. No Party shall resort to arbitration against the other Party under this Agreement until at least 30 (thirty) days after such referral. This shall not affect a Party’s right to seek interim relief.

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19.2 Arbitration

(a) Unless provided for to the contrary in this Agreement, a dispute which arises in regard to:

(i) the interpretation of;

(ii) the carrying into effect of;

(iii) any of the Parties’ rights and obligations arising from;

(iv) the termination or purported termination of or arising from the termination of; or

(v) the rectification or proposed rectification of this Agreement, or out of or pursuant to this Agreement or on any matter which in terms of this Agreement requires agreement by the Parties, (other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction),

and which is not resolved in accordance with clause 19.1, shall be submitted to and decided by arbitration under the rules of the London Court of International Arbitration (the “LCIA Rules”) and such rules are deemed to be incorporated by reference into this clause.

(b) The seat and place of arbitration shall be in the Republic of South Africa with only the Parties and their representatives present thereat.

(c) The Parties shall use their reasonable endeavours to procure the expeditious completion of the arbitration.

(d) Save as expressly provided in this Agreement to the contrary, the arbitration shall be subject to the arbitration legislation for the time being in force in the Republic of South Africa.

(e) There shall be one arbitrator who shall, if the question in issue is:

26

(i) primarily a legal matter, a practising senior counsel or, alternatively, a practising attorney of not less than 15 (fifteen) years’ experience as an attorney; or

(ii) any other matter, a suitably qualified person.

(f) The appointment of the arbitrator shall be agreed upon by the Parties in writing or, failing agreement by the Parties within 10 (ten) Business Days after the arbitration has been demanded, at the request of any of the Parties shall be nominated by the LCIA Court in accordance with the LCIA Rules.

(g) The Parties shall keep the evidence in the arbitration proceedings and any order made by any arbitrator confidential unless otherwise contemplated herein.

(h) The arbitrator shall be obliged to give his award in writing fully supported by reasons.

(i) The provisions of this clause are severable from the rest of this Agreement and shall remain in effect even if this Agreement is terminated for any reason.

(j) The arbitrator shall have the power to give default judgment if any Party fails to make submissions on due date and/or fails to appear at the arbitration, which judgment the arbitrator shall be entitled to rescind on good cause shown in terms of the legal principles applicable to rescission of judgments.

20. Governing law and jurisdiction

20.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of the Republic of South Africa.

20.2 Notwithstanding anything to the contrary contained in clause 19, either Party shall be entitled to apply for any interdict (or any other matter that

27

cannot be resolved pursuant to clause 19) to be heard by any competent court having jurisdiction. In this regard, the Parties submit to the non-exclusive jurisdiction of the courts of the Republic of South Africa.

This Agreement has been entered into on the date stated at the beginning of it.

28

FOR	LIFEZONE LIMITED
Signature:	[***]
	who warrants that he / she is duly authorised thereto
Name:	[***]
Date:	5 June 2020
Place:	[***]
FOR	KELLTECHNOLOGY SOUTH AFRICA (RF) PROPRIETARY LIMITED
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

29

Schedules and other similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

Schedule 1      Form of Lifezone Appointee Undertakings

[***]

30

First Addendum to the Agreement

between

Lifezone Limited

(Company No. 019369V)

and

Kelltechnology South Africa (RF) Proprietary Limited

(Registration No. 2008/026628/07)

White & Case LLP
Katherine Towers, 1st Floor
1 Park Lane, Wierda Valley
Sandton, Johannesburg, 2196
Republic of South Africa

Table of Contents

Page

1.	Introduction	1
2.	Amendments	1
3.	Continuation of the Agreement	2
4.	Whole Agreement, No Amendment	2
5.	Execution in Counterparts	3

(i)

Whereby it is agreed as follows:

1. Introduction

1.1 The parties (the “Parties”) to this addendum (this “Addendum”) entered into the Lifezone/ KTSA Supply of Technical Services Agreement on or about 10 June 2020 (the “Agreement”), and wish to amend the Agreement on the basis set out herein.

1.2 All defined terms used but not defined in this Addendum shall, unless the context otherwise requires, bear the same meaning ascribed to them in the Agreement.

2. Amendments

With effect from the date on which this Addendum is signed by the Parties (the “Signature Date”), the Agreement is hereby amended by:

2.1 deleting clause 9.1 of the Agreement in its entirety and replacing it with the following clause 9.1:

“9.1 With effect from 1 January 2021, in consideration of the provision of the Internal Services by Lifezone, KTSA shall pay Lifezone a fixed fee of US$[***]per calendar month (exclusive of VAT, if applicable) (“Retainer Fee”) in respect of the Services rendered by Lifezone contemplated in clause 6.1 of the Agreement. For the avoidance of doubt, KTSA shall only ever be liable to Lifezone in any calendar month for an amount of US$[***] (exclusive of VAT, if applicable) plus any amount payable for the External Services as contemplated in clause 9.2. Notwithstanding the aforesaid, by no later than 2 weeks prior to the commencement of a quarter, the Parties shall meet to discuss the potential impact of COVID-19 on SPM’s mining operations. At such meeting, the Parties shall use their commercially reasonable endeavours to agree on an appropriate amendment (if any) to the Retainer Fee which shall be applicable for the following quarter. Should the Parties fail to reach agreement prior to the commencement of the following quarter (or such later date as agreed between the Parties in writing), then for the duration of the following quarter:

(a) Lifezone will not be obliged to provide the Services to KTSA;

(b) KTSA will not be obliged to pay Lifezone any amounts under this Agreement other than amounts which became due, owing and payable under this Agreement prior to the commencement of such quarter; and neither Party shall be liable for a failure to perform any of its obligations under this Agreement. ”.

2.2 inserting a new clause 9.1A which provides as follows:

“9.1A Notwithstanding the aforegoing, it is hereby recorded that, from the period commencing 1 January 2021 up to and including the Signature Date (the “Credit Period”), Lifezone has received, quarterly in advance, a monthly fee of US$[***] in respect of the Services rendered during the aforementioned period. Accordingly, the Parties record and agree that an aggregate amount of US$[***] for each month falling within the Credit Period (“Credit Amount”) shall be credited in favour of KTSA and set-off against the Retainer Fees payable after the Signature Date until the entire Credit Amount has been exhausted. For the avoidance of doubt, KTSA’s obligation to pay any Retainer Fees after the Signature Date shall be discharged until the entire Credit Amount has been exhausted.”.

2.3 inserting a new clause 9.9A which provides as follows:

“9.9A      Changes to Calculations of Interest

9.9A. 1 Discontinuation of Libor

Notwithstanding anything to the contrary contained herein, if Libor:

9.9A.1.1 ceases to exist;

9.9A. 1.2 is discontinued or ceases to be published, permanently or indefinitely; or

9.9A. 1.3 will be prohibited from being used or its use will be subject to restrictions or adverse consequences,

then all references to Libor in this Agreement will be deemed to be references to the Successor Rate, and if there is no Successor Rate, will be deemed to be references to the Alternative Rate.

9.9A.2 For this purpose:

i.

“Alternative Rate” means an interest rate agreed between the Parties, provided that if the Parties cannot so agree, then the most suitable interest rate will be determined by independent bankers, acting reasonably. Such independent bankers will be agreed to by the Parties, and failing agreement will be appointed by the auditors of KTSA. The independent bankers shall act as an expert and not as an arbitrator.

ii.

“Relevant Nominating Body” means:

a. the New York Federal Reserve, or any central bank or other supervisory authority which is responsible for supervising the administration of Libor; or

b. any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (A) the central bankfor the currency to which Libor relates, (B) any central bank or other supervisory authority which is responsible for supervising the administration of Libor, or (C) a group of the aforementioned central banks or other supervisory authorities.

iii. “Successor Rate” means a successor to or replacement of Libor which is formally recommended by any Relevant Nominating Body, which at the date of this Agreement is the Secured Overnight Financing Rate (SOFR) published by the Federal Reserve Bank of New York daily at 8am (New York time). ”

3. Continuation of the Agreement

Save as specifically contemplated in this Addendum, the Agreement shall continue to be of force and effect on the basis of its original terms and conditions.

4. Whole Agreement, No Amendment

4.1 This Addendum constitutes the whole agreement between the Parties relating to the subject matter hereof and supersedes any other discussions, agreements and/or understandings regarding the subject matter hereof.

2

4.2 No amendment or consensual cancellation of this Addendum or any provision or term hereof or of any agreement or other document issued or executed pursuant to or in terms of this Addendum and no settlement of any disputes arising under this Addendum and no extension of time, waiver, relaxation or suspension of or agreement not to enforce or to suspend or postpone the enforcement of any of the provisions or terms of this Addendum or of any agreement or other document issued pursuant to or in terms of this Addendum shall be binding unless recorded in a written document signed by the Parties (or in the case of an extension of time, waiver, relaxation or suspension, signed by the Party granting such extension, waiver, relaxation or suspension). Any such extension, waiver, relaxation or suspension which is so given or made shall be strictly construed as relating strictly to the matter in respect whereof it was made or given.

4.3 No oral undertaking not to sue (pactum de non petendo) shall be of any force or effect.

4.4 No extension of time or waiver or relaxation of any of the provisions or terms of this Addendum or any agreement or other document issued or executed pursuant to or in terms of this Addendum, shall operate as an estoppel against any Party in respect of its rights under this Addendum, nor shall it operate so as to preclude such Party thereafter from exercising its rights strictly in accordance with this Addendum.

4.5 To the extent permissible by law no Party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.

4.6 This Addendum shall be governed by and interpreted in accordance with the substantive laws of the Republic of South Africa.

5. Execution in Counterparts

This Addendum may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement as at the date of signature of the Party that signs its counterpart last in time.

3

Signed by the Parties on the following dates and at the following places respectively:

For Lifezone Limited
		/s/ [***]
		Signature
		(who warrants that he/she is duly
		authorised thereto)
		Name:	[***]
		Date:	3 December 2021
		Place:	[***]

For Kelltechnology South Africa (RF)
Proprietary Limited		/s/ Erich Clarke
		Signature
		(who warrants that he/she is duly
		authorised thereto)
		Name:	Erich Clarke
		Date:	2 December 2021
		Place:	[***]

4

EX-10.15

Exhibit 10.15

Certain information has been omitted from the exhibit because it is both (i) not material and (ii) of the type that the registrant customarily and actually treats as private or confidential. The omissions have been indicated by (“[***]”).

Dated 24 October 2021

Supply of Technical Services Agreement

between

Lifezone Limited

and

Kellplant Proprietary Limited

Table of Contents

Page

1. Interpretation 2

2. Commencement and duration 11

3. Lifezone’s obligations 11

4. Provision of the Services 13

5. KP’s obligations 14

6. Regulatory Approval 16

7. Charges and payment 17

8. Quality of services 20

9. Confidentiality 22

10. Application and Training 22

11. Limitation of liability 23

12. Insurance 23

13. Termination 24

14. Force majeure 27

15. General 29

16. Rights of third parties 30

17. Notices 30

18. Dispute resolution 32

19. Governing law and jurisdiction 35

Schedule 1 Map 37

Schedule 2 Personnel involved in rendering the Services and percentage of hours to be spent by each such Lifezone Appointee 38

This Agreement is made on 24 October 2021

Between:

(1) Lifezone Limited incorporated and registered in Isle of Man with company number 019369V, whose registered office is at Commerce House, 1 Bowring Road, Ramsey IM8 2LQ, Isle of Man (“Lifezone”); and

(2) Kellplant Proprietary Limited (registration number 2015/364753/07), a private limited liability company incorporated in accordance with the laws of South Africa, whose registered office is at Unit FF04, First Floor, Southdowns Office Park Cnr. John Vorster Drive & Karee Road Irene Ext 54, 0157 Centurion, Republic of South Africa (“KP”).

Whereas:

(A) Lifezone has granted KellTech Limited (Company No. 084564 C1/GBL) (“KellTech”) an exclusive licence to use intellectual property relating to Kelltechnology in SADC (the “KellTech Licence”).

(B) KellTech has granted to Kelltechnology South Africa (RF) Proprietary Limited, (Registration No. 2008/026628/07), a private limited liability company incorporated in accordance with the laws of South Africa, whose registered office is at 6 Ecofusion Block B, 324 Witch-Hazel Avenue, Highveld Park Extension 59, Gauteng, South Africa (“KTSA”), an exclusive licence to use the Kelltechnology in the Licensed Territory and the right to sublicense same on a non-exclusive basis in the Licensed Territory on the basis that such sub-licensees do not have the right to further sub-license the intellectual property (the “KTSA License”).

(C) KTSA has granted to KP a non-exclusive license to design, construct and operate a Kell Plant at the Pilanesberg Platinum Mine (“PPM”) (the “PPM Kell Plant”).

1

(D) The Parties have agreed that Lifezone will provide technical support services to KP (the “Services”, as further defined below in 1.2(ff)) in relation to the design, construction and commissioning of the PPM Kell Plant on the terms set out in this Agreement.

(E) Lifezone will procure that the Lifezone Appointees will be the Lifezone personnel responsible for delivering the Services on behalf of Lifezone under this Agreement.

It is agreed:

1. Interpretation

1.1 Terms defined in the KellTech Licence and subsequent amendments thereof and not defined herein have the same meaning when used in this Agreement, notwithstanding that such defined terms have not been defined in this Agreement.

1.2 The definitions and rules of interpretation in this clause apply in this Agreement.

(a) Agreement means this agreement, together with the schedule thereto;

(b) Alternative Rate means an interest rate agreed between the Parties, provided that if the Parties cannot so agree, then the interest rate will be determined by independent bankers. Such independent bankers will be agreed to by the Parties, and failing agreement will be appointed by the auditors of KP. The independent bankers shall act as an expert and not as an arbitrator.

(c) Commercial Production means and shall be deemed to have been achieved when the PPM Kell Plant produces refined PGMs: (i) at an average rate of 90% of the production capacity for the PPM Kell Plant as specified in the plant design and production specifications agreed to in the design agreement to be entered into between Lifezone, KP and Sim ulus Engineers; (ii) with a PGM

2

extraction rate of 90%, (iii) for a continuous operation period of 3 (three) months;

(d) Commercial Production Date means the date on which Commercial Production is achieved;

(e) Deed of Undertaking means the deed of undertaking entered into between [***], Lifezone and KTSA dated on or about 10 June 2020;

(f) Effective Date means 1 January 2021;

(g) Exchange Control Regulations means the South African Exchange Control Regulations, 1961 (as amended from time to time) as promulgated in terms of section 9 of the South African Currency and Exchanges Act No. 9 of 1933;

(h) Financial Surveillance Department means the Financial Surveillance Department of the South African Reserve Bank;

(i) Governmental Entity means any national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof), or any governmental department, or any agency, regulator, court, entity, commission, board, ministry, bureau, locality or authority of any of the foregoing, or any quasi-governmental or private body exercising any binding regulatory or other governmental or quasi-governmental authority or function in South Africa;

(j) Group means KP, KTSA and any company in which KTSA (a) owns directly or indirectly a majority of the issued share capital and/or (b) holds directly or indirectly a majority of the voting rights is entitled to receive the majority of any distribution (d) is entitled to receive the majority of its assets on a winding up and/or (e) any holding company which directly or indirectly Controls KTSA;

3

(k) Interest Rate means Libor, or if Libor (i) ceases to exist; (ii) is discontinued or ceases to be published, permanently or indefinitely; or (iii) will be prohibited from being used or its use will be subject to restrictions or adverse consequences, then the applicable interest for the purposes of clause 7.9(a) shall be a Successor Rate failing which, an Alternative Rate.

(l) KP Board means the board of directors of KP;

(m) KP Technical Appointee has the meaning set out in clause 10.1;

(n) KellTech Licence has the meaning set out in the recitals (as modified, novated, amended or supplemented from time to time);

(o) KellTech Shareholders Agreement means the written shareholders agreement entered into between Lifezone, SPM, Orkid, KellTech and [***] (as modified, novated, amended or supplemented from time to time);

(p) Kelltechnology means the hydrometallurgical process developed by [***] for the extraction of PGMs that requires significantly less electrical energy than the current conventional matte smelting process;

(q) KTSA License has the meaning set out in the recitals (as modified, novated, amended or supplemented from time to time);

(r) Law means any applicable law (including all statutes and subordinated legislation or other legislative measure), constitution, treaty, regulation, rule, ordinance, by-laws, principle of common law, order or decree of any Governmental Entity (including any judicial or administrative interpretation thereof) in force from time to time;

(s) Libor means the London interbank offered rate administered by the British Bankers Association (or any other person which takes over the administration of that rate) for US dollars for three months

4

displayed on pages LIBOR01 or LIBOR02 of the Reuters screen (or any replacement Reuters page which displays that rate);

(t) Licensed Territory has the meaning ascribed thereto in the KTSA Licence (as modified, novated, amended or supplemented from time to time);

(u) Lifezone Appointee has the meaning set out in clause 4.1;

(v) Lifezone Expenses has the meaning set out in clause 7.8;

(w) Orkid means Orkid S.à r.l., Registration No. B 167 777, a limited liability private company duly incorporated in Luxembourg;

(x) Parties means KP and Lifezone and “Party” means any one of them as the context requires;

(y) PGMs means (a) platinum, palladium, rhodium, ruthenium, iridium and osmium (all six being the metallic elements contained in the Platinum Group of the Periodic Table, “PGEs”) but only where the primary focus of the extraction process is on the extraction of one or more of the PGEs; (b) gold and silver (“Precious Metals”) but only where the primary focus of the extraction process is on the extraction of one or more of PGEs or one or more of the Precious Metals; and (c) nickel, copper, cobalt, and other metals, elements or compounds but only where the primary focus of the extraction process is on the extraction of one or more of the PGEs or one or more of the Precious Metals;

(z) PPM Kell Plant Site means the site outlined in orange in the diagram attached as Schedule 1 ;

(aa) Project Documents means any agreements and documents in relation to the design, engineering, construction, commissioning, development and/or operation of the PPM Kell Plant, including all documents, drawings and sketches, maps, plans, photographs, specifications, calculations, reports, computer software,

5

databases, manuals, as built documents, models, three-dimensional works pertaining to geography or topography or other architectural works, technical and design documents and any other copyright works prepared for the benefit of KP pursuant to this Agreement;

(bb) Reasonable and Prudent Standards means the standards of a person using reasonable efforts to perform its obligations under this Agreement exercising the degree of skill, diligence, prudence and foresight that would reasonably and ordinarily be expected from a skilled and experienced professional complying with all applicable Laws;

(cc) Relevant Nominating Body means:

(i) the New York Federal Reserve, or any central bank or other supervisory authority which is responsible for supervising the administrator of Libor; or

(ii) any working group or committee sponsored by, chaired or cochaired by or constituted at the request of (A) the central bank for the currency to which Libor relates, (B) any central bank or other supervisory authority which is responsible for supervising the administrator of Libor, or (C) a group of the aforementioned central banks or other supervisory authorities;

(dd) SADC means the Southern African Development Community excluding Mauritius, comprising Angola, Botswana, the Democratic Republic of Congo, Lesotho, Malawi,

Madagascar, Mozambique, Namibia, Seychelles, South Africa, Swaziland, Tanzania, Zambia and Zimbabwe;

(ee) Services Fee has the meaning set out in clause 7.1;

(ff) Services means the technical support services to be provided by Lifezone to KP in relation to the design, construction and commissioning of the PPM Kell Plant, including, without limitation:

6

(i) scoping of the detailed design requirements and negotiation of proposals from contractors and suppliers to KP;

(ii) scoping, management and reporting of proposed design test work;

(iii) contributing to the detailed design of the PPM Kell Plant, evaluation of flowsheet/s, testwork and process simulation data to enable freezing of flowsheet/s for construction;

(iv) preparation, management and monthly reporting of budgets and schedule (actual against planned);

(v) general project management, including ongoing liaison meetings, updates, scheduling and coordination;

(vi) revision and co-approval with KP of all deliverables including basis of design documents, detailed drawings, vendor data and drawings;

(vii) revision and co-approval with KP of design, layout and equipment inclusions across plant areas to reduce operating complexity;

(viii) revision and co-approval with KP of scope segmentation and definition to enable development and delivery of the detailed design;

(ix) revision and co-approval with KP of scope segmentation and definition to enable early and stagewise procurement;

(x) co-approval with KP of recommended long lead purchase items;

(xi) co-approval with KP of recommended purchase items including long lead purchase items;

(xii) monitoring and co-approval with KP of scope change register;

7

(xiii) review and co-approval with KP of recommended fabrication and construction contracts;

(xiv) assisting KP with preparation of materials and facilitating environmental, research and development, and other tax incentive applications;

(xv) liaison with KP and PPM staff for integration of the PPM Kell Plant into the PPM Kell Plant Site;

(xvi) providing expertise and assistance to KP, to facilitate KP’s negotiation of feed purchase and product offtake agreements;

(xvii) development and updating of project financial models;

(xviii) providing expertise and assistance to KP, to facilitate negotiation of project funding;

(xix) assisting KP with negotiation of Special Economic Zone (as such term is defined in the Special Economic Zone Act, 16 of 2014);

(xx) maintenance of project data room and assisting KP and/or SPM with due diligence as required;

(xxi) media and stakeholder liaison including preparation of materials;

(xxii) assisting with preparation of hazard and operability study procedures and documentation;

(xxiii) assisting with preparation of policies and procedures;

(xxiv) assisting with preparation of staffing requirements and training procedures;

(xxv) assisting with preparation of marketing materials and their dissemination;

(xxvi) assisting with preparation of reporting documents to the boards of the KP Group;

8

(xxvii) assisting with preparation of commissioning policies and procedures; and

(xxviii) show and/or illustrate how the Intellectual Property is to be applied and/or implemented and provide training to KP to the extent reasonably required in order to enable independent commercial operation and maintenance of the PPM Kell Plant by KP;

(gg) Signature Date means the date on which this Agreement is signed by the last Party signing this Agreement;

(hh) South Africa means the Republic of South Africa;

(ii) SPM means Sedibelo Platinum Mines Limited, registration number 5440, a company incorporated in Guernsey having its registered address at 11 New Street, St Peter Port, Guernsey, GY1 2PF;

(jj) Successor Rate means a successor to or replacement of Libor which is formally recommended by any Relevant Nominating Body, which at the date of this Agreement is the Secured Overnight Financing Rate (SOFR) published by the Federal Reserve Bank of New York daily at 8am (New York time).

(kk) Taxes includes all forms of taxation actually imposed, collected or assessed by, or payable to, any tax authority having jurisdiction over one / both of the Parties (regardless of whether such tax is directly or primarily chargeable against or attributable to a Party, and regardless of whether any Party has, or may have any right of reimbursement) and shall include statutory and governmental taxes, charges, imposts, duty, contributions and levies, withholdings and deductions, whenever imposed and all related penalties, charges, costs and interest whether by way of assessment or otherwise, and “Tax” and “Taxation” shall have a corresponding meaning;

(ll) VAT means value added tax levied from time to time in terms of the VAT Act; and

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(mm) VAT Act means the Value Added Tax Act No. 89 of 1991.

1.3 Clause, schedule and paragraph headings are for reference purposes and convenience only and shall not affect the interpretation of this Agreement.

1.4 If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of the Agreement.

1.5 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.6 The schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the schedules.

1.7 Terms defined in this Agreement shall bear the same meanings in schedules to this Agreement to the extent to which they do not themselves contain their own definitions.

1.8 Words in the singular shall include the plural and vice versa.

1.9 The rule of construction that a contract should be interpreted against the Party responsible for drafting or preparation of the contract, shall not apply to this Agreement. A reference to writing or written includes faxes but not e-mail.

1.10 Where the words include(s), including or in particular are used in this Agreement, they are deemed to have the words without limitation following them. Where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.

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1.11 Any obligation in this Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.

1.12 References to clauses and schedules are to the clauses and schedules of this Agreement.

1.13 Any reference in this Agreement to any other agreement or document shall be construed as reference to such agreement or document as same may have been, or may from time to time be, amended, varied, novated or supplemented.

2. Commencement and duration

2.1 Lifezone shall provide the Services to KP on the terms and conditions of this Agreement from the Effective Date.

2.2 Lifezone shall provide the Services for a period commencing on the Effective Date and terminating on the Commercial Production Date, subject to the provisions of clause 10, or is terminated in accordance with clause 13.

3. Lifezone’s obligations

3.1 Lifezone shall:

(a) provide and complete the Services to KP:

(i) in accordance with this Agreement;

(ii) in accordance with Project Documents insofar as they pertain to the Services;

(b) in performing its obligations under this Agreement, not do anything or fail to do something which causes any member of the Group to be in breach of its obligations under the Project Documents or which impedes, hinders or disrupts any member of the Group’s performance of its obligations under the Project Documents;

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(c) obtain and maintain all necessary licences and consents and comply with all relevant Laws in relation to the Services;

(d) observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the KP and PPM premises and that have been communicated to it under clause 3.1(e) provided that it shall not be liable under this Agreement if, as a result of such observation, it is in breach of any of its obligations under this Agreement;

(e) notify KP in writing as soon as it becomes aware of any health and safety hazards or issues which arise: (i) in relation to the Services; and/or (ii) at any premises of KP or PPM;

(f) co-operate with KP in all matters relating to the Services; and

(g) generally, do all such things necessary and incidental to the provision of the Services as may be required by KP, acting reasonably; and

(h) co-operate with KP in order to enable KP to fully discharge KP’s obligations in terms of Tax and Exchange Control Regulations (if applicable) connected to or arising from this Agreement.

3.2 Lifezone must ensure that:

(a) any documents to be prepared by Lifezone and submitted to KP under this Agreement are in a format approved by KP, acting reasonably; and

(b) that the Lifezone Appointees are familiar with and comply with any KP’s reasonable directions, procedures and policies that are provided by KP to Lifezone.

3.3 Lifezone is and remains fully responsible for the suitability and safety of the equipment used by all the Lifezone Appointees from time to time, whether within or outside KP’s premises.

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4. Provision of the Services

4.1 The Services will specifically be provided to KP and will be provided by suitably qualified, skilled and experienced directors, employees and consultants nominated by Lifezone and approved in writing by KP acting reasonably (each a Lifezone Appointee). The Lifezone Appointees will be:

(a) [***];

(b) [***];

(c) [***];

(d) [***];

(e) [***]; and

(f) any other suitably qualified, skilled and experienced employees and consultants nominated by Lifezone and approved in writing by KP acting reasonably (each a “Lifezone Consultant”).

4.2 The named Lifezone Appointees in (a) to (e) above are deemed to be approved by KP as at the Effective Date.

4.3 Lifezone will procure that [***] and [***] will remain Lifezone Appointees until such time as: (a) KP notifies Lifezone, in writing, that either and/or both of them are no longer required to be a Lifezone Appointee (which notification KP shall be entitled to furnish at any time); or (b) this Agreement is terminated.

4.4 In relation to the Lifezone Appointees, Lifezone shall promptly inform KP of the absence (or the anticipated absence) of any of the Lifezone Appointees, and if so required by KP, provide a suitably qualified replacement for such individual.

4.5 For the duration of the term of this Agreement, Lifezone shall:

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(a) ensure that [***] and [***] are reasonably available during normal South African business hours through, in particular, having a telephone and/or cellular telephone and maintaining continued accessibility to the internet and email for this purpose;

(b) immediately notify KP by way of telephone and/or email should any material circumstances arise, including any delays, in respect of or in connection with the rendering by it or any third party supplier of the Services and to work expeditiously with KP to resolve any such issues as may arise from time to time.

4.6 In respect of Services which are to be co-approved by KP, notwithstanding that KP will co-approve such Services, Lifezone shall ultimately remain responsible for such Services.

5. KP’s obligations

5.1 KP shall:

(a) co-operate with Lifezone in all matters relating to the Services and do such things as may be reasonably necessary to enable Lifezone to deliver the Services;

(b) to the extent that Lifezone has not been involved in the preparation and execution of any of the Project Documents, provide Lifezone with a copy of any such Project Documents upon execution thereof as soon as is reasonably practicable;

(c) provide Lifezone, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, reasonable access to KP’s premises, the PPM Kell Plant Site, office accommodation, data and other facilities to the extent necessary for the performance of Services, provided that KP reserves the right to (acting reasonably) refuse any Lifezone Appointee access to KP’s premises at any time;

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(d) provide, in a timely manner, such information as Lifezone may reasonably require for the provision of the Services;

(e) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to its operations;

(f) be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from any of its premises in accordance with all applicable laws, before and during the supply of the Services at those premises;

(g) inform Lifezone of all health and safety rules and regulations and any other reasonable security requirements that apply at any of KP’s premises, the PPM Kell Plant Site and the PPM premises;

(h) ensure that all equipment, systems or facilities of KP and the PPM Kell Plant Site and used directly or indirectly in the supply of the Services are in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all applicable standards and requirements in South Africa; and

(i) make payment against Lifezone’s invoices for the Services Fee in accordance with clauses 7.5, 7.6 and 7.7, and Lifezone Expenses in accordance with clause 7.8.

5.2 If Lifezone’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of KP, its agents, subcontractors, consultants, employees or PPM, Lifezone shall not be liable for any costs, charges or losses sustained or incurred by KP that arise directly or indirectly from such prevention or delay, provided that Lifezone shall only be relieved from performing and/or delaying its obligations under this Agreement to the extent that the aforesaid act or omission restricts or precludes the performance of the Services and

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Lifezone has, promptly after the actual or potential non-compliance has come to its attention, notified KP thereof in writing.

6. Regulatory Approval

6.1 Notwithstanding anything to the contrary, the Parties record and agree that no Service Fee shall become due and payable until such time as the approval required in terms of the Exchange Control Regulations for the payment and remittance of the relevant Service Fee by KP to Lifezone (“Exchange Control Approval”) has been obtained from the Financial Surveillance Department.

6.2 KP and Lifezone will use their reasonable endeavours to procure that the filing for the first Exchange Control Approval is submitted to the Financial Surveillance Department as reasonably practicable after the Signature Date, and thereafter by no later than 90 (ninety) calendar days prior to each anniversary of the Effective Date for each subsequent Exchange Control Approval required.

6.3 Pursuant the provisions if 6.2 above, each of KP and Lifezone will:

(a) sign all documents and expeditiously provide all necessary information upon being required to do so;

(b) use its reasonable endeavours and shall take all such steps and render all such assistance as may be reasonably necessary from a process point of view; and

(c) do everything reasonably required by the Financial Surveillance Department from a process point of view,

in each case, to procure that the filing of the Exchange Control Approval with the Financial Surveillance Department is properly prepared and duly

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submitted within the time period specified in clause 6.2 and the Exchange Control Approval is obtained.

7. Charges and payment

7.1 In consideration for the provision of the Services by Lifezone, KP shall, with retrospective effect from the Effective Date, pay Lifezone a fixed fee of US$[***] per calendar month (exclusive of VAT, if applicable, provided that if VAT is applicable and Lifezone is registered as a VAT vendor, then all invoices issued by Lifezone must be a valid tax invoice as set out in section 20 of the VAT Act) (“Services Fee”) in respect of the Services rendered by Lifezone contemplated in clause 4.1.

7.2 Subject to clause 4, it is recorded and agreed that the Services Fee is based on the Lifezone Appointees listed in the first column of the table in Schedule 2 spending no more than the percentage of allocated time opposite their name in rendering the Services. To the extent that Lifezone reasonably believes that:

(a) an additional Lifezone Appointee will be required to provide the Services;

(b) a Lifezone Appointee listed in the first column of the table in Schedule 2 is no longer required to provide the Services;

(c) a Lifezone Appointee listed in the first column of the table in Schedule 2 will be required to spend more than the percentage of allocated time in rendering the Services; and/or

(d) a Lifezone Appointee listed in the first column of the table in Schedule 2 will be required to spend less than the percentage of allocated time in rendering the Services,

Lifezone undertakes to promptly notify KP thereof and provide KP with an updated Schedule 2 reflecting any additional or removed Lifezone Appointee/s (as the case may be) and the updated percentage of allocated time to be spent by each Lifezone Appointee in rendering the

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Services, following which the Parties shall negotiate in good faith to agree in writing any increase or decrease (as the case may be) in the Service Fee.

7.3 Without derogating from the aforegoing, in the event that the employment of any Lifezone Appointee is transferred to KP, the Services Fees shall be reduced accordingly.

7.4 On each anniversary of the Effective Date, the Services Fee shall be increased at [***]% per annum.

7.5 At the end of each calendar quarter, Lifezone shall provide to KP three separate invoices for each calendar month in the following quarter specifying the Services Fee for each such calendar month and any accrued Lifezone Expenses for each calendar month in the prior quarter. KP shall pay the Services Fee monthly in advance on the first business day of each calendar month.

7.6 The accrued but unpaid Services Fee for the period 1 January 2021 to date of execution will become due and payable within 5 days of the later date on which (i) this Agreement is executed; and (ii) the Exchange Control Approval is obtained from the Financial Surveillance Department as relates to such Service Fees.

7.7 The Services Fee and Lifezone Expenses shall be paid in full in US$ in cleared funds (without deduction or set-off) to the bank account detailed below or as otherwise nominated in writing by Lifezone:

Bank	[***]
Swift Code:	[***]
In favour of:	Lifezone Limited
IBAN Number:	[***]
Correspondent bank for US$:	[***]

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Correspondent bank’s address:	[***]
Correspondent bank’s swift code:	[***]
Correspondent bank’s Sort code:	[***]
[***] account number with the correspondent bank:	[***]

7.8 KP shall promptly reimburse Lifezone in respect of the reasonable costs (excluding VAT which Lifezone may be entitled to recover) of hotel, subsistence, travelling, communications and any other reasonable ancillary expenses reasonably incurred by any Lifezone Appointee or any other individual whom Lifezone engages in connection with the Services, the cost of any materials and the cost of services reasonably and properly provided by third parties and required by Lifezone for the supply of the Services (“Lifezone Expenses”), provided that Lifezone has either obtained the prior written approval of KP or such Lifezone Expenses which have been approved by the KP Board or in terms of any applicable KP budget specifically in respect of such Lifezone Expenses. For the avoidance of doubt, Lifezone shall not be entitled to recover the cost of appointing any consultant or sub-contractor to perform any part of the Services on its behalf.

7.9 Without prejudice to any other right or remedy that it may have, if KP fails to pay Lifezone the Services Fee on the date upon which the Services Fee is due, owing and payable by KP to Lifezone, Lifezone may:

(a) charge interest on such sum from the due date for payment at the Interest Rate (applicable during the relevant quarter in which payment of such due sum is outstanding) plus a margin of 3% accruing on a daily basis until payment is made, whether before or after any judgement, and KP shall pay the interest immediately on demand. The said interest shall be compounded quarterly. The

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Interest Rate will be calculated on a basis of a 360 day year for actual days lapsed; and

(b) suspend all Services until payment has been made in full.

7.10 All sums accrued but not yet payable to Lifezone under this Agreement shall become due immediately on its termination, despite any other provision. This clause 7.10 is without prejudice to any right to claim for interest under the law or any such right under this Agreement.

8. Quality of services

8.1 Lifezone hereby warrants as at the Signature Date and the Effective Date and covenants to KP for the entire duration of this Agreement that:

(a) it has the expert skill and knowledge to provide the Services;

(b) it will perform the Services in accordance with Reasonable and Prudent Standards;

(c) the Services will conform with all descriptions and specifications reasonably required by KP; and

(d) the Services will be provided in accordance with all applicable Laws, from time to time in force, and Lifezone will inform KP as soon it becomes aware of any changes in any such Law and/or any breach by it of such Law.

8.2 Lifezone hereby warrants as at the Signature Date and the Effective Date that:

(a) it is not aware (having made all reasonable enquiries) of any fact, matter or circumstance which may hinder it from performing the Services; and

(b) it is not aware (having made all reasonable enquiries) of any fact, matter or circumstance which is likely to result in it not being able to maintain the consents, licences, permits, registrations,

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approvals and other authorities required by Lifezone in order to provide the Services after the Effective Date.

8.3 Lifezone covenants to KP for the entire duration of this Agreement that:

(a) it will inform KP should it become aware of any fact, matter or circumstance:

(i) which may hinder it or any Lifezone Appointee from performing the Services; and/or

(ii) relating to any breach by any Lifezone Appointee of any term of this Agreement;

(b) it will inform KP should it become aware of any fact, matter or circumstance which is likely to result in it not being able to maintain the consents, licences, permits, registrations, approvals and other authorities required by: (i) Lifezone in order to provide the Services; and/or (ii) the operations of KP;

(c) it will forthwith disclose to KP all facts and circumstances within its knowledge which would reasonably be likely to be material to: (i) KP in relation to the appointment of Lifezone and/or any Lifezone Appointee to perform the Services; and

(d) it will provide the Services and to this end shall use its reasonable endeavours:

(i) to procure that each Lifezone Appointee acts with integrity and exercises all reasonable skill, care and diligence in providing the Services;

(ii) to protect and promote the business and interests of KP.

8.4 The provisions of this clause 8 shall survive any performance, acceptance or payment pursuant to this Agreement and shall extend to any substituted or remedial Services provided by Lifezone.

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9. Confidentiality

The provisions of clause 23 (Confidentiality) of the KellTech Licence will apply to this Agreement, with such changes as are required by the context.

10. Application and Training

10.1 It is hereby agreed:

(a) KP will appoint or nominate one or more suitably technically qualified, skilled and experienced directors, employees and/or consultants (each a “KP Technical Appointee”) to be its representative in respect of the Services provided for in this clause 10. KP will inform Lifezone in writing of the identity of each KP Technical Appointee;

(b) Lifezone will show and illustrate to KP and the KP Technical Appointee/s, the application, implementation and use of the Intellectual Property, inter alia, in respect of the operation and maintenance of the PPM Kell Plant to the extent reasonably required by KP, and which will be accompanied by the provision of all documentation, materials and information (in whatever form) to KP, with such provision occurring in terms of the KTSA License to enable KP to apply, implement and use the Intellectual Property; and

(c) KP will have the right, to be exercised reasonably, to request that Lifezone provide training to the KP Technical Appointee/s relating to a topic specified by KP, in order to enable KP and the KP Technical Appointee/s to effectively operate and/or maintain the PPM Kell Plant.

10.2 KP will have the right to request from Lifezone, for a period of up to 24 months after the Commercial Product Date, any further assistance which may reasonably be required to enable KP to effectively operate

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and/or maintain the PPM Kell Plant and use the Kelltechnology. Lifezone will, subject to being paid hourly rates consistent with the terms of this Agreement, provide the requested documentation, materials and/or information to KP.

11. Limitation of liability

11.1 The maximum aggregate liability of Lifezone with respect to any and all claims under this Agreement in any consecutive twelve month period, whether in contract, delict (including negligence), for breach of statutory duty, or otherwise, shall be limited in respect of all claims (connected or unconnected) in any such consecutive twelve month period, to the equivalent of the total Service Fees actually paid by KP to Lifezone in the preceding twelve months, provided that the maximum aggregate liability of Lifezone with respect to any and all claims under this Agreement shall be limited to the aggregate of Service Fees paid by KP to Lifezone in the first 12 months of this Agreement or the period from the Effective date to Termination whichever is the lesser time.

11.2 This Clause 11 shall not limit liability of Lifezone in any case of corrupt acts, fraud, deliberate default or reckless misconduct by it or any of the Lifezone Appointees.

12. Insurance

12.1 KP will be responsible for obtaining and maintaining appropriate insurance policies in relation to the PPM Kell Plant and the PPM Kell Plant Site.

12.2 If as a matter of law KP cannot obtain the relevant insurance in its own name or if Lifezone is, as a matter of Law or as agreed to between the Parties, required to take out and maintain any insurance policies in relation to the performance of the Services, then:

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(a) Lifezone shall, upon reaching agreement with KP, obtain and maintain such insurance policies in a form acceptable to KP;

(b) Lifezone shall ensure that such insurance policy is obtained with a reputable insurer with a level of cover and on such terms as are consistent with Reasonable and Prudent Standards for the duration of this Agreement;

(c) Lifezone undertakes to provide KP with evidence of the procurement of such insurance cover; and

(d) KP undertakes to reimburse Lifezone for any costs and premiums incurred and paid by Lifezone in relation to the procurement and maintenance of any such insurance policy.

13. Termination

13.1 If there is any decision to delay or abort the development of the PPM Kell Plant the Parties will negotiate in good faith to modify this Agreement. Should the Parties fail to reach agreement on the modifications to be made as a result of the decision to delay or abort within 30 days, without prejudice to any other rights or remedies which the Parties may have, KP shall be entitled to terminate the KP Services by giving 60 days written notice to Lifezone.

13.2 Without affecting any other right or remedy available to it, KP shall be entitled to terminate this Agreement following the second anniversary of the Effective Date, by giving not less than 90 days’ written notice to Lifezone.

13.3 Notwithstanding clause 13.1 and 13.2 and without prejudice to any other rights or remedies which the Parties may have, either Party may terminate this Agreement without liability to the other immediately on giving notice to the other if:

(a) the KTSA Licence is terminated for any reason;

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(b) the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment other than in instances where there is a bona fide dispute between the Parties as to whether the Party claiming payment has discharged its reciprocal obligations pursuant to which such payment is to be made and the other Party withholds payment of fees relevant to such dispute pending the resolution of such dispute; or

(c) the other Party commits a material breach of any of the material terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that Party being notified in writing of the breach; or

(d) [***] and/or Lifezone commits a material breach of any of the material terms of the Deed of Undertaking and (if such a breach is remediable) fails to remedy that breach within 30 days (or such later period as KP may elect in its sole discretion) of being notified in writing of the breach; or

(e) the other Party suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts; or

(f) the other Party commences negotiations with all, or any class of, its creditors with a view to rescheduling any of its debts, or makes a proposal for, or enters into any compromise or arrangement with, its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that Party with one or more other companies, or the solvent reconstruction of that Party; or

(g) an order is made, for or in connection with the winding up of the other Party other than for the sole purpose of a scheme for a solvent amalgamation of that Party with one or more other companies, or the solvent reconstruction of that Party; or

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(h) an administrator is appointed over the other Party; or

(i) a floating charge holder over the material assets of the other Party has appointed an administrative receiver; or

(j) a receiver is appointed over the material assets of the other Party; or

(k) any event occurs with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.3(f) to 13.3(j) inclusive; or

(l) the other Party suspends or ceases to carry on all or a substantial part of its business.

13.4 Without prejudice to any other rights or remedies which KP may have, KP may terminate this Agreement without liability to Lifezone immediately on giving notice to Lifezone if Lifezone ceases to own shares in KellTech.

13.5 On termination of this Agreement for any reason:

(a) KP shall immediately pay to Lifezone all amounts due, owing and payable under this Agreement;

(b) the accrued rights, remedies, obligations and liabilities of the Parties as at term ination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination; and

(c) clauses which expressly or by implication have effect after termination shall continue in full force and effect, including the following clauses: clause 8 (Quality of services), clause 9 (Confidentiality), clause 10 (Application and Training), clause 11 (Limitation of liability), clause 13.5, clause 17 (Notices), clause 18 (Dispute resolution), and clause 19 (Governing law and jurisdiction).

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14. Force majeure

14.1 A Party is not liable for a failure to perform any of its obligations under this Agreement in so far as it proves:

(a) that the failure was due to an impediment beyond its control and without the fault, negligence or breach of contract;

(b) that it could not reasonably be expected to have taken the impediment and its effects upon the Party’s ability to perform into account at the time of the conclusion of the contract; and

(c) that it could not reasonably have avoided or overcome the impediment or at least its effects.

14.2 An impediment in clause 14.1 may result from events such as the following, this enumeration not being exhaustive:

(a) war, whether declared or not, civil war, civil violence, riots and revolution, acts of piracy, acts of sabotage;

(b) natural disasters such as violent storms, cyclones, earthquakes , tidal waves, floods, destruction by lightening;

(c) explosions, fire, destruction of machines, of factories and of any kind of installations;

(d) boycotts, strikes and lock-outs of all kinds, go-slow, occupation of factories and premises, and work stoppages;

(e) acts of authority, whether lawful or unlawful, apart from acts for which the Party seeking relief has assumed the risk by virtue of any other provisions of this Agreement; and apart from the matters mentioned in clause 14.3.

14.3 For the purposes of clause 14.1 “impediment” does not include lack of authorisations, of licenses, or permits or of approvals necessary for the performance of the Services.

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14.4 Relief from liability for non-performance by reason of the provisions of clause 14 shall commence on the date upon which the Party seeking relief gives notice of the impediment relied upon and shall terminate upon the date upon which such impediment ceases to exist; provided that if such impediment continues for a period of more than 6 (six) months either Party shall be entitled to terminate this Agreement by written notice to the other Party. For the avoidance of doubt, if Lifezone is prevented from performing the Services as a consequence of an impediment which satisfies the requirements of clause 14.1, KP shall not be required to pay the Services Fee in respect of any period during which Lifezone is prevented from performing the Services as a result of that impediment. The impediment, however, shall not apply to KP’s obligations to pay Lifezone any monies due and/or owing in terms of the Agreement.

14.5 The Party seeking relief shall:

(a) as soon as reasonably practicable after the start of the impediment but no later than 7 days from its start, notify the other party in writing of the impediment, the date on which it started, it’s likely or potential duration, and the effect of the impediment on its ability to perform any of its obligations under the Agreement; and

(b) use all reasonable endeavours and take all reasonable steps to terminate the circumstances giving rise to the impediment and minimise the effect of such circumstances upon the performance of its obligations under this Agreement (to the extent that it is within its reasonable powers to do so).

14.6 Notwithstanding any other provision of this clause 14, the occurrence of an impediment shall not relieve a Party from an obligation which arose before the occurrence of that impediment.

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15. General

15.1 No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the Parties.

15.2 A waiver of any right or remedy under this Agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of any such right or remedy.

15.3 If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

15.4 This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes and extinguishes all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of this Agreement.

15.5 Each Party acknowledges that, in entering into this Agreement, it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract.

15.6 Nothing in this Agreement shall limit or exclude any liability for fraud.

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15.7 Neither Party shall, without the prior written consent of the other, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement. Nothing in this Agreement is intended to, or shall operate to, create a partnership between the Parties, or to authorise either Party to act as agent for the other, and neither Party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

15.8 At all times during the performance of the Services, Lifezone shall be an independent contractor and is not an employee or agent of KP.

16. Rights of third parties

A person who is not a Party to this Agreement shall not have any rights under or in connection with it.

17. Notices

17.1 A notice or communication given to a Party under or in connection with this Agreement:

(a) shall be in writing;

(b) shall be signed by or on behalf of the Party giving it;

(c) shall be sent for the attention of the person, at the address or fax number specified in this clause (or to such other address, fax number or person as that Party may notify to the other, in accordance with the provisions of this clause); and

(d) shall be:

(i) delivered personally;

(ii) sent by commercial courier;

(iii) sent by email; or

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(iv) sent by pre-paid first-class post or recorded delivery.

17.2 The addresses for service of a notice are as follows:

(a) Lifezone:

(i)	Physical:	[***]
(ii)	Postal:	[***]
(iii)	Tel:	[***]
(iv)	Email:	[***]
(v)	Attention:	[***]
(vi)	With a copy to:	[***]
(vii)	And to:	[***]

(b) KP:

(i)	Physical:	[***]
(ii)	Postal:	[***]
(iii)	Email:	[***]

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(iv) for the attention of: [***]

17.3 If a notice or other communication has been properly sent or delivered in accordance with this clause, it will be deemed to have been received as follows:

(a) if delivered personally, at the time of delivery; or

(b) if delivered by commercial courier, at the time of signature of the courier’s receipt; or

(c) if sent by email, on the business day immediately succeeding the date of successful transmission thereof; or

(d) if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second day after posting.

17.4 For the purposes of this clause:

(a) all times are to be read as local time in the place of deemed receipt; and

(b) if deemed receipt under this clause is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), the notice or other communication is deemed to have been received when business next starts in the place of receipt.

18. Dispute resolution

18.1 Amicable Settlement

If any dispute arises between the Parties, they shall use all reasonable endeavours to resolve the matter amicably and in good faith. If one Party gives the other Party notice that a dispute has arisen and the Parties are unable to resolve such dispute within 30 (thirty) days of service of such notice, then such dispute shall be referred to the respective chairmen or chief executives or other nominated senior representative of the Parties.

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No Party shall resort to arbitration against the other Party under this Agreement until at least 30 (thirty) days after such referral. This shall not affect a Party’s right to seek interim relief.

18.2 Arbitration

(a) Unless provided for to the contrary in this Agreement, a dispute which arises in regard to:

(i) the interpretation of;

(ii) the carrying into effect of;

(iii) any of the Parties’ rights and obligations arising from;

(iv) the termination or purported termination of or arising from the termination of; or

(v) the rectification or proposed rectification of this Agreement, or out of or pursuant to this Agreement or on any matter which in terms of this Agreement requires agreement by the Parties, (other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction),

and which is not resolved in accordance with clause 18.1, shall be submitted to and decided by arbitration under the rules of the London Court of International Arbitration (the “LCIA Rules”) and such rules are deemed to be incorporated by reference into this clause.

(b) The seat and place of arbitration shall be in the Republic of South Africa with only the Parties and their representatives present thereat.

(c) The Parties shall use their reasonable endeavours to procure the expeditious completion of the arbitration.

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(d) Save as expressly provided in this Agreement to the contrary, the arbitration shall be subject to the arbitration legislation for the time being in force in the Republic of South Africa.

(e) There shall be one arbitrator who shall, if the question in issue is:

(i) primarily a legal matter, a practising senior counsel or, alternatively, a practising attorney of not less than 15 (fifteen) years’ experience as an attorney; or

(ii) any other matter, a suitably qualified person.

(f) The appointment of the arbitrator shall be agreed upon by the Parties in writing or, failing agreement by the Parties within 10 (ten) business days after the arbitration has been demanded, at the request of any of the Parties shall be nominated by the LCIA Court in accordance with the LCIA Rules.

(g) The Parties shall keep the evidence in the arbitration proceedings and any order made by any arbitrator confidential unless otherwise contemplated herein.

(h) The arbitrator shall be obliged to give his award in writing fully supported by reasons.

(i) The provisions of this clause are severable from the rest of this Agreement and shall remain in effect even if this Agreement is terminated for any reason.

(j) The arbitrator shall have the power to give default judgment if any Party fails to make submissions on due date and/or fails to appear at the arbitration, which judgment the arbitrator shall be entitled to rescind on good cause shown in terms of the legal principles applicable to rescission of judgments.

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19. Governing law and jurisdiction

19.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of the Republic of South Africa.

19.2 Notwithstanding anything to the contrary contained in clause 18, either Party shall be entitled to apply for any interdict (or any other matter that cannot be resolved pursuant to clause 18) to be heard by any competent court having jurisdiction. In this regard, the Parties submit to the nonexclusive jurisdiction of the courts of the Republic of South Africa.

This Agreement has been entered into on the date stated at the beginning of it.

Execution page follows:

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FOR	LIFEZONE LIMITED
Signature:	ILLEGIBLE
	who warrants that he / she is duly authorised thereto
Name:	[***]
Date:	24 October 2021
Place:	[***]
FOR	KELLPLANT PROPRIETARY LIMITED
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

36

Schedules and other similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

Schedule 1 – Map

Schedule 2 - Personnel involved in rendering the Services and percentage of hours to be spent by each such Lifezone Appointee

EX-10.16

Exhibit 10.16

Certain information has been omitted from the exhibit because it is both (i) not material and (ii) of the type that the registrant customarily and actually treats as private or confidential. The omissions have been indicated by (“[***]”).

DATED 20 January 2022

SUPPLY OF SUPPORT SERVICES AGREEMENT

between

PILANESBERG PLATINUM MINES PROPRIETARY LIMITED

and

KELLPLANT PROPRIETARY LIMITED

Contents

Clause

1.	Interpretation	1
2.	Commencement and duration	6
3.	PPM’s obligations	7
4.	Kellplant’s Obligations	8
5.	Charges and payment	10
6.	Quality of services	13
7.	Confidentiality	14
8.	Limitation of liability	16
9.	Insurance	16
10.	Termination	17
11.	Force majeure	19
12.	General	21
13.	Rights of third parties	22
14.	Notices	23
15.	Dispute resolution	24
16.	Governing law and jurisdiction	26
Schedule 1	PPM Kell Plant Site	28
Schedule 2	Personnel involved in rendering the Services and percentage of hours to be spent by each such personnel	28

THIS AGREEMENT is dated 20 January 2022

Parties

(1) PILANESBERG PLATINUM MINES PROPRIETARY LIMITED (registration number 2002/015572/07) a private limited liability company incorporated in accordance with the laws of South Africa whose registered office is at Unit FF04, First Floor, Southdowns Office Park Cnr. John Vorster Drive & Karee Road Irene Ext 54, 0157 Centurion, Republic of South Africa (“PPM”); and

(2) KELLPLANT PROPRIETARY LIMITED (registration number 2015/364753/07), a private limited liability company incorporated in accordance with the laws of South Africa, whose registered office is at Unit FF04, First Floor, Southdowns Office Park Cnr. John Vorster Drive & Karee Road Irene Ext 54, 0157 Centurion, Republic of South Africa (“Kellplant”).

Recitals

The Parties have agreed that PPM will provide certain services to Kellplant in relation to the design, construction and commissioning and operation of the PPM Kell Plant on the terms set out in this Agreement.

Agreed Terms

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this Agreement.

(a) Agreement means this agreement, together with the schedule thereto;

(b) Effective Date means 1 January 2021;

(c) Governmental Entity means any national, state, municipal or local government (including any subdivision, court, administrative

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agency or commission or other authority thereof), or any governmental department, or any agency, regulator, court, entity, commission, board, ministry, bureau, locality or authority of any of the foregoing, or any quasi-governmental or private body exercising any binding regulatory or other governmental or quasi-governmental authority or function in South Africa;

(d)

Group means Kellplant, KTSA and any company in which KTSA (a) owns directly or indirectly a majority of the issued share capital and/or (b) holds directly or indirectly a majority of the voting rights (c) is entitled to receive the majority of any distribution (d) is entitled to receive the majority of its assets on a winding up and/or (e) any holding company which directly or indirectly controls KTSA;

(e) Interest Rate means Prime plus [***] %;

(f) Kellplant means Kellplant Proprietary Limited (registration number 2015/364753/07), a private limited liability company incorporated in accordance with the laws of South Africa, whose registered office is at Unit FF04, First Floor, Southdowns Office Park Cnr. John Vorster Drive & Karee Road Irene Ext 54, 0157 Centurion, Republic of South Africa;

(g) KTSA means Kelltechnology South Africa (RF) Proprietary Limited (registration number 2008/026628/07), a private limited liability company incorporated in accordance with the laws of South Africa, whose registered office is at Unit FF04, First Floor, Southdowns Office Park Cnr. John Vorster Drive & Karee Road Irene Ext 54, 0157 Centurion, Republic of South Africa;

(h) Law means any applicable law (including all statutes and subordinated legislation or other legislative measure), constitution, treaty, regulation, rule, ordinance, by-laws, principle of common law, order or decree of any Governmental Entity (including any judicial or administrative interpretation thereof) in force from time to time;

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(i) Parties means PPM and Kellplant and “Party” means any one of them as the context requires;

(j) PPM Expenses has the meaning set out in clause 5.8;

(k) PPM Kell Plant Site means the site outlined in orange in the diagram attached as Schedule 1 ;

(l) “PPM Key Personnel” means each of the individuals specified in Schedule 2 of this Agreement who shall assume primary responsibility for providing the Services in terms of this Agreement;

(m) Prime means the publicly quoted nominal prime rate of interest per annum from time to time at which Investec Bank Limited lends money on unsecured overdraft to corporate borrowers, which interest rate shall be a nominal annual rate compounded monthly in arears, and calculated on a 365 day year, irrespective of whether or not the year in question is a leap year. A certificate from any manager of Investec Bank Limited, whose appointment or authority need not be proved, as to Prime at any time and the usual way in which it is calculated and compounded at such time shall, in the absence of clerical or manifest error, be prima facie proof of prime;

(n) Project Documents means any agreements and documents in relation to the design, engineering, construction, commissioning, development and/or operation of the PPM Kell Plant, including all documents, drawings and sketches, maps, plans, photographs, specifications, calculations, reports, computer software, databases, manuals, as built documents, models, three-dimensional works pertaining to geography or topography or other architectural works, technical and design documents and any other copyright works prepared for the benefit of Kellplant pursuant to this Agreement;

(o) Rand Equivalent means the official closing mid-market US Dollar to South African Rand exchange rate on the date on which each

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monthly invoice is issued, as published by Bloomberg (https://www.bloomberg.com/quote/USDZAR:CUR) at 11h00 (South African time) on the date on which such invoice is issued (or if no such date is quoted by Bloomberg, then the official closing mid-market US Dollar to South African Rand exchange rate published on the Reuters Screen FX Page as at 11h00 (South African time) on the date on which such invoice is issued);

(p)

Reasonable and Prudent Standards means the standards of a person using reasonable efforts to perform its obligations under this Agreement exercising the degree of skill, diligence, prudence and foresight that would reasonably and ordinarily be expected from a skilled and experienced professional complying with all applicable Laws;

(q) Services means the personnel support services to be provided by PPM to Kellplant under this Agreement in relation to the design, construction, commissioning and operation of the PPM Kell Plant, including, without limitation:

(i) accounting services relating to the preparation of management accounts, audited accounts, financial statements and the facilitation of financial audits, in respect of Kellplant;

(ii) environmental monitoring services to maintain the PPM premises and the PPM Kell Plant Site, as agreed between the Parties from time to time;

(iii) assisting Kellplant with preparation of materials and facilitating environmental, research and development, and other tax incentive applications;

(iv) liaison with Kellplant and PPM staff for integration of the PPM Kell Plant into the PPM Kell Plant Site;

(v) assisting Kellplant with negotiation of feed purchase and product offtake agreements;

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(vi) development and updating of project financial models;

(vii) assisting Kellplant with negotiation of project funding, including funding of SPM;

(viii) assisting Kellplant with negotiation of Special Economic Zone (as such term is defined in the Special Economic Zone Act, 16 of 2014);

(ix) assisting with preparation of policies and procedures linked to the “Services” as defined and listed herein;

(x) assisting with preparation of staffing requirements and training procedures;

(xi) assisting with preparation of reporting documents to the boards of the Group, in so far as they relate to the “Services” as defined and listed herein; and

(xii) assisting with preparation of commissioning policies and procedures;

(r) Signature Date means the date on which this Agreement is signed by the last Party signing this Agreement;

(s) South Africa means the Republic of South Africa; and

(t) SPM means Sedibelo Platinum Mines Limited, registration number 5440, a company incorporated in Guernsey having its registered address at 11 New Street, St Peter Port, Guernsey, GY1 2PF.

1.2 Clause, schedule and paragraph headings are for reference purposes and convenience only and shall not affect the interpretation of this Agreement.

1.3 If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of the Agreement.

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1.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.5 The schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the schedules.

1.6 Terms defined in this Agreement shall bear the same meanings in schedules to this Agreement to the extent to which they do not themselves contain their own definitions.

1.7 Words in the singular shall include the plural and vice versa.

1.8 The rule of construction that a contract should be interpreted against the Party responsible for drafting or preparation of the contract, shall not apply to this Agreement.

1.9 Where the words include(s), including or in particular are used in this Agreement, they are deemed to have the words without limitation following them. Where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.

1.10 Any obligation in this Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.

1.11 References to clauses and schedules are to the clauses and schedules of this Agreement.

1.12 Any reference in this Agreement to any other agreement or document shall be construed as reference to such agreement or document as same may have been, or may from time to time be, amended, varied, novated or supplemented.

2. Commencement and duration

2.1 PPM shall provide:

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(a) the Services to Kellplant on the terms and conditions of this Agreement from the Effective Date.

(b) PPM shall provide the Services from the Effective Date and shall continue to provide the Services until such time as the Services are terminated in accordance with clause 10.

3. PPM’s obligations

3.1 PPM shall provide and complete the Services to Kellplant:

(a) in accordance with this Agreement;

(b) in accordance with Project Documents insofar as they pertain to the Services;

(c) in performing its obligations under this Agreement, not do anything or fail to do something which causes any member of the Group to be in breach of its obligations under the Project Documents or which impedes, hinders or disrupts any member of the Group’s performance of its obligations under the Project Documents;

(d) obtain and maintain all necessary licences and consents and comply with all relevant Laws in relation to the Services;

(e) observe all health and safety rules and regulations and any other reasonable security requirements that apply at the Kellplant premises and that have been communicated to it under clause 3.1(d) provided that it shall not be liable under this Agreement if, as a result of such observation, it is in breach of any of its obligations under this Agreement;

(f) notify Kellplant in writing as soon as it becomes aware of any health and safety hazards or issues which arise: (i) in relation to the Services; and/or (ii) at the Kellplant premises;

(g) co-operate with Kellplant in all matters relating to the Services; and

(h) generally, do all such things necessary and incidental to the provision of the Services as may be required by Kellplant, acting reasonably.

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3.2 PPM must ensure that:

(a) any documents to be prepared by PPM and submitted the Kell Entities under this Agreement are in a format approved by the Kell Entities, acting reasonably;

(b) the PPM employees rendering the Services are familiar with and comply with Kellplant’s reasonable directions, procedures and policies that are provided by Kellplant to PPM.

3.3 PPM is and remains fully responsible for the suitability and safety of the equipment used by all the PPM employees from time to time, whether within or outside Kellplant’s premises.

3.4 For the duration of the term of this Agreement, PPM shall:

ensure that the PPM Key Personnel are suitably qualified, skilled and experienced to provide the Services contemplated in this Agreement and whose deployment by PPM to provide the Services shall be approved in writing by Kellplant, acting reasonably;

(a) ensure that [***] is reasonably available through, in particular, having a telephone and/or cellular telephone and maintaining continued accessibility to the internet and email for this purpose; and

(b) immediately notify Kellplant by way of telephone and/or email should any material circumstances arise, including any delays, in respect of or in connection with the rendering by it or any third party supplier of the Services and to work expeditiously with Kellplant to resolve any such issues as may arise from time to time.

4. Kellplant’s Obligations

4.1 Kellplant shall:

(a) co-operate with PPM in all matters relating to the Services and do such things as may be reasonably necessary to enable PPM to deliver the Services;

8

(b) to the extent that PPM has not been involved in the preparation and execution of any of the Project Documents, provide PPM with a copy of any such Project Documents upon execution thereof as soon as is reasonably practicable;

(c) provide PPM, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, reasonable access to the Kellplant premises, office accommodation, data and other facilities to the extent necessary for the performance of Services, provided that Kellplant reserves the right to (acting reasonably) refuse any PPM agents, subcontractors, consultants and employees access to Kellplant’s premises at any time;

(d) provide, in a timely manner, such information as PPM may reasonably require for the provision of the Services;

(e) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to its operations;

(f) be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from any of its premises in accordance with all applicable laws, before and during the supply of the Services at those premises;

(g) inform PPM of all health and safety rules and regulations and any other reasonable security requirements that apply at the Kellplant premises and the PPM Kell Plant Site;

(h) ensure that all equipment, systems or facilities of Kellplant and those located at the PPM Kell Plant Site are used directly or indirectly in the supply of the Services are in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all applicable standards and requirements in South Africa; and

(i) make payment against PPM’s invoices for the provision of the Services Fee (as defined in 5.1 below) in accordance with

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clauses 5.5, 5.6 and 5.7, and PPM Expenses in accordance with clause 5.8.

4.2 If PPM’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Kellplant, its agents, subcontractors, consultants, or employees, PPM shall not be liable for any costs, charges or losses sustained or incurred by Kellplant that arise directly from such prevention or delay, provided that PPM shall only be relieved from performing and/or delaying its obligations under this Agreement to the extent that the aforesaid act or omission restricts or precludes the performance of the Services and PPM has, promptly after the actual or potential non-compliance has come to its attention, notified Kellplant thereof in writing.

5. Charges and payment

5.1 In consideration of the provision of the Services by PPM, Kellplant shall, with retrospective effect from the Effective Date, pay PPM a fixed fee of the Rand Equivalent of USD [***] per calendar month (exclusive of VAT, if applicable) (“Services Fee”) in respect of the Services rendered by PPM.

5.2 It is recorded and agreed that the Services Fees is based on the personnel listed in the first column of the table in Schedule 2 spending no more than the aggregate percentage of allocated time opposite their name in rendering the Services. To the extent that PPM reasonably believes that:

(a) additional personnel will be required to provide the any of the Services;

(b) a person listed in the first column of the table in Schedule 2 is no longer required to provide any of the Services;

(c) a person listed in the first column of the table in Schedule 2 will be required to spend more than the aggregate percentage of allocated time in rendering the Services; and/or

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(d) a person in the first column of the table in Schedule 2 will be required to spend less than the aggregate percentage of allocated time in rendering the Services,

PPM undertakes to promptly notify Kellplant and provide Kellplant with an updated Schedule 2 reflecting any additional or removed personnel (as the case may be) and the updated aggregate percentage of allocated time to be spent by each person in rendering the Services, following which the Parties shall negotiate in good faith to agree in writing any increase or decrease (as the case may be) in the Services Fee.

5.3 Without derogating from the foregoing, in the event that the employment of any personnel listed in the first column of the table in Schedule 2 is transferred to Kellplant, the Services Fees shall be reduced accordingly.

5.4 On each anniversary of the Effective Date, the Services Fees shall be revised and shall be increased at [***]% per annum. By way of example, with effect from 1 January 2022, the Service Fee shall be the Rand Equivalent of USD [***] per calendar month (exclusive of VAT, if applicable).

5.5 At the end of each calendar quarter, PPM shall provide to Kellplant three separate invoices for each calendar month in the following quarter specifying the Services Fee for each such calendar month and any accrued PPM Expenses for each calendar month in the prior quarter. Kellplant shall pay the Services Fee monthly in advance on the first business day of each calendar month.

5.6 Kellplant shall pay to PPM the outstanding Services Fee for the period 1 January 2021 to date of execution within 5 days of execution of this Agreement.

5.7 The Service Fees and PPM Expenses shall be paid in full in Rands in cleared funds (without deduction or set-off) to the bank account detailed below or as otherwise nominated in writing by PPM:

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Beneficiary Bank	[***]
Branch	[***]
Branch code	[***]
Account Number	[***]

5.8 Kellplant shall promptly reimburse PPM in respect of the reasonable costs of hotel, subsistence, travelling, communications and any other reasonable ancillary expenses reasonably incurred by any individual whom PPM engages in connection with the Services, the cost of any materials and the cost of services reasonably and properly provided by third parties and required by PPM for the supply of the Services (“PPM Expenses”), provided that PPM has either (i) obtained the prior written approval of Kellplant to which the PPM Expenses relate; (ii) such PPM Expenses which have been approved by the Kellplant board of directors; or (iii) in terms of any applicable Kellplant budget specifically in respect of such PPM Expenses. For the avoidance of doubt, PPM shall not be entitled to recover the cost of appointing any consultant or sub-contractor to perform any part of the Services on its behalf.

5.9 Without prejudice to any other right or remedy that it may have, if Kellplant fails to pay PPM the Services Fee on the date upon which the Services Fee is due, owing and payable by Kellplant to PPM, PPM may:

(a) charge interest on such sum from the due date for payment at the Interest Rate (applicable during the relevant quarter in which payment of such due sum is outstanding) accruing on a daily basis until payment is made, whether before or after any judgement, and Kellplant shall pay the interest immediately on demand. The said interest shall be compounded monthly. The Interest Rate will be calculated on a basis of a 360 day year for actual days lapsed; and

(b) suspend the Services until payment has been made in full.

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5.10 All sums accrued but not yet payable to PPM under this Agreement shall become due immediately on its termination, despite any other provision. This clause 5.10 is without prejudice to any right to claim for interest under the law or any such right under this Agreement.

6. Quality of services

6.1 PPM hereby warrants as at the Signature Date and the Effective Date and covenants to Kellplant for the entire duration of this Agreement that:

(a) it has the expert skill and knowledge to provide the Services;

(b) it will perform the Services in accordance with Reasonable and Prudent Standards;

(c) the Services will conform with all descriptions and specifications reasonably required by Kellplant in relation to the Services to be provided to each of them; and

(d) the Services will be provided in accordance with all applicable Laws, from time to time in force, and PPM will inform Kellplant, as soon it becomes aware of any changes in any such Law and/or any breach by it of such Law.

6.2 PPM hereby warrants as at the Signature Date and the Effective Date that:

(a) it is not aware (having made all reasonable enquiries) of any fact, matter or circumstance which may hinder it from performing the Services; and

(b) it is not aware (having made all reasonable enquiries) of any fact, matter or circumstance which is likely to result in it not being able to maintain the consents, licences, permits, registrations, approvals and other authorities required by PPM in order to provide the Services after the Effective Date.

6.3 PPM covenants to Kellplant for the entire duration of this Agreement that:

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(a) it will inform Kellplant should it become aware of any fact, matter or circumstance:

(i) which may hinder it from performing the Services; and/or

(ii) relating to any breach by any employees of any term of this Agreement;

(b) it will inform Kellplant should it become aware of any fact, matter or circumstance which is likely to result in it not being able to maintain the consents, licences, permits, registrations, approvals and other authorities required by: (i) PPM in order to provide the Services; and/or (ii) the operations of Kellplant;

(c) it will forthwith disclose to Kellplant all facts and circumstances within its knowledge which would reasonably be likely to be material to Kellplant in relation to the appointment of PPM to perform the Services; and

(d) it will provide the Services and to this end shall use its reasonable endeavours:

(i) to procure that each personnel providing the Services acts with integrity and exercises all reasonable skill, care and diligence in providing the Services;

(ii) to protect and promote the business and interests of Kellplant.

6.4 The provisions of this clause 6 shall survive any performance, acceptance or payment pursuant to this Agreement and shall extend to any substituted or remedial Services provided by PPM.

7. Confidentiality

7.1 Any information obtained by a Party in terms of, or arising from this Agreement shall be treated as confidential by the Parties and shall not be used, divulged or permitted to be divulged to any person not being a

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Party to this Agreement, without the prior written consent of the other Parties save that:

(a) each Party shall be entitled to disclose such information to its employees, and to its directors, shareholders, professional advisors and funders. Before revealing such information to any such persons, it undertakes to procure that the persons are aware of the confidential nature of the information being made available to them;

(b) each Party shall be entitled to disclose any information which is required to be furnished by law or regulation or by existing contract as at the Signature Date; and

(c) no Party shall be precluded from using or divulging such information in order to pursue any legal remedy available to it.

7.2 In the event that a Party is required to disclose information as contemplated in Clause 7.1(a), such Party will:

(a) advise the other Parties in respect of whom such information relates (the “Relevant Party”) in writing prior to disclosure, if possible;

(b) take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can;

(c) afford the Relevant Party a reasonable opportunity, if possible, to intervene in the proceedings;

(d) comply with the Relevant Party’s reasonable requests as to the manner and terms of such disclosure; and

(e) notify the Relevant Party of the recipient of, and the form and extent of, any such disclosure or announcement immediately after it was made.

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8. Limitation of liability

8.1 The maximum aggregate liability of PPM to Kellplant with respect to any and all claims under this Agreement in any consecutive twelve month period, whether in contract, delict (including negligence), for breach of statutory duty, or otherwise, shall be limited in respect of all claims (connected or unconnected) in any such consecutive twelve month period, to the equivalent of the total Service Fees actually paid by Kellplant to PPM in the preceding twelve months, provided that the maximum aggregate liability of PPM with respect to any and all claims under this Agreement shall be limited to the aggregate of Services Fees paid by Kellplant to PPM in the first 12 months of this Agreement or the period from the Effective Date to termination whichever is the lesser time.

8.2 This Clause 8 shall not limit liability of PPM in any case of corrupt acts, fraud, deliberate default or reckless misconduct by it or any of its employees.

9. Insurance

9.1 Kellplant will be responsible for obtaining and maintaining appropriate insurance policies in relation to the PPM Kell Plant and the PPM Kell Plant Site.

9.2 If as a matter of law Kellplant cannot obtain the relevant insurance in its own name or PPM, as a matter of Law or any other reason agreed to by the Parties, to take out and maintain any insurance policies in relation to the performance of the Services, then:

(a) PPM shall, upon reaching agreement with Kellplant, obtain and maintain such insurance policies in a form acceptable to Kellplant;

(b) PPM shall ensure that such insurance policy is obtained with a reputable insurer with a level of cover and on such terms as are

16

	consistent with Reasonable and Prudent Standards for the duration of this Agreement;
(c)	PPM undertakes to provide Kellplant with evidence of the procurement of such insurance cover; and

(d) Kellplant undertakes to reimburse PPM for any costs and premiums incurred and paid by PPM in relation to the procurement and maintenance of any such insurance policy.

10. Termination

10.1 If there is any decision by Kellplant to delay or abort the development of the PPM Kell Plant the Parties will negotiate in good faith to modify this Agreement. Should the Parties fail to reach agreement on the modifications to be made as a result of the decision to delay or abort within 30 days, without prejudice to any other rights or remedies which the Parties may have, Kellplant shall be entitled to terminate the this Agreement by giving 60 days written notice to PPM.

10.2 Without affecting any other right or remedy available to it, Kellplant shall be entitled to terminate the Agreement following the second anniversary of the Effective Date, by giving not less than 90 days’ written notice to PPM.

10.3 Notwithstanding clause 10.1 and 10.2 and without prejudice to any other rights or remedies which the Parties may have either Party may terminate the Agreement without liability to the other immediately on giving notice to the other, if:

(a) the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment other than in instances where there is a bona fide dispute between the Parties as to whether the Party claiming payment has discharged its reciprocal obligations pursuant to which such payment is to be

17

	made and the other Party withholds payment of fees relevant to such dispute pending the resolution of such dispute; or
(b)	the other Party commits a material breach of any of the material terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that Party being notified in writing of the breach; or

(c) the other Party suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts; or

(d) the other Party commences negotiations with all, or any class of, its creditors with a view to rescheduling any of its debts, or makes a proposal for, or enters into any compromise or arrangement with, its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that Party with one or more other companies, or the solvent reconstruction of that Party; or

(e) an order is made, for or in connection with the winding up of the other Party other than for the sole purpose of a scheme for a solvent amalgamation of that Party with one or more other companies, or the solvent reconstruction of that Party; or

(f) an administrator is appointed over the other Party; or

(g) a floating charge holder over the material assets of the other Party has appointed an administrative receiver; or

(h) a receiver is appointed over the material assets of the other Party; or

(i) any event occurs with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.3(d) to 10.3(h) inclusive; or

18

(j) the other Party suspends or ceases to carry on all or a substantial part of its business.

10.4 On termination of this Agreement for any reason:

(a) Kellplant shall immediately pay to PPM all amounts due, owing and payable under this Agreement;

(b) the accrued rights, remedies, obligations and liabilities of the Parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination; and

(c) clauses which expressly or by implication have effect after termination shall continue in full force and effect, including the following clauses: clause 6 (Quality of services), clause 7 (Confidentiality), clause 8 (Limitation of liability), clause 14 (Notices), clause 15 (Dispute resolution), and clause 16 (Governing law and jurisdiction).

11. Force majeure

11.1 A Party is not liable for a failure to perform any of its obligations under this Agreement in so far as it proves:

(a) that the failure was due to an impediment beyond its control and without the fault, negligence or breach of contract;

(b) that it could not reasonably be expected to have taken the impediment and its effects upon the Party’s ability to perform into account at the time of the conclusion of the contract; and

(c) that it could not reasonably have avoided or overcome the impediment or at least its effects.

11.2 An impediment in clause 11.1 may result from events such as the following, this enumeration not being exhaustive:

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(a) war, whether declared or not, civil war, civil violence, riots and revolution, acts of piracy, acts of sabotage;

(b) natural disasters such as violent storms, cyclones, earthquakes, tidal waves, floods, destruction by lightening;

(c) explosions, fire, destruction of machines, of factories and of any kind of installations;

(d) boycotts, strikes and lock-outs of all kinds, go-slow, occupation of factories and premises, and work stoppages;

(e) acts of authority, whether lawful or unlawful, apart from acts for which the Party seeking relief has assumed the risk by virtue of any other provisions of this Agreement; and apart from the matters mentioned in clause 11.3.

11.3 For the purposes of clause 11.1 “impediment” does not include lack of authorisations, of licenses, or permits or of approvals necessary for the performance of the Services.

11.4 Relief from liability for non-performance by reason of the provisions of clause 11 shall commence on the date upon which the Party seeking relief gives notice of the impediment relied upon and shall terminate upon the date upon which such impediment ceases to exist; provided that if such impediment continues for a period of more than 6 (six) months either affected Party shall be entitled to terminate this Agreement by written notice to the other affected Party. For the avoidance of doubt, if PPM is prevented from performing the Services as a consequence of an impediment which satisfies the requirements of clause 11.1, Kellplant shall not be required to pay the Services Fee in respect of any period during which PPM is prevented from performing the Services as a result of that impediment. The impediment, however, shall not apply to Kellplant’s obligations to pay PPM any monies due and/or owing in terms of the Agreement.

11.5 The Party seeking relief shall:

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(a) as soon as reasonably practicable after the start of the impediment but no later than 7 days from its start, notify the other party in writing of the impediment, the date on which it started, it’s likely or potential duration, and the effect of the impediment on its ability to perform any of its obligations under the Agreement; and

(b) use all reasonable endeavours and take all reasonable steps to terminate the circumstances giving rise to the impediment and minimise the effect of such circumstances upon the performance of its obligations under this Agreement (to the extent that it is within its reasonable powers to do so).

11.6 Notwithstanding any other provision of this clause 11, the occurrence of an impediment shall not relieve a Party from an obligation which arose before the occurrence of that impediment.

12. General

12.1 No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the Parties.

12.2 A waiver of any right or remedy under this Agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of any such right or remedy.

12.3 If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

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12.4 This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes and extinguishes all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of this Agreement.

12.5 Each Party acknowledges that, in entering into this Agreement, it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract.

12.6 Nothing in this Agreement shall limit or exclude any liability for fraud.

12.7 Neither Party shall, without the prior written consent of the other, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement.

12.8 Nothing in this Agreement is intended to, or shall operate to, create a partnership between the Parties, or to authorise either Party to act as agent for the other, and neither Party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

12.9 At all times during the performance of the Services, PPM shall be an independent contractor and is not an employee or agent of Kellplant.

13. Rights of third parties

A person who is not a Party to this Agreement shall not have any rights under or in connection with it.

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14. Notices

14.1 A notice or communication given to a Party under or in connection with this Agreement:

(a) shall be in writing;

(b) shall be signed by or on behalf of the Party giving it;

(c) shall be sent for the attention of the person, at the address or fax number specified in this clause (or to such other address, fax number or person as that Party may notify to the other, in accordance with the provisions of this clause); and

(d) shall be:

(i) delivered personally;

(ii) sent by commercial courier;

(iii) sent by email; or

(iv) sent by pre-paid first-class post or recorded delivery.

14.2 The addresses for service of a notice are as follows:

(a) PPM:

(i) Physical: [***]

(ii) Postal: [***]

(iii) email: [***]

(b) Kellplant:

(i) Physical: [***]

(ii) Postal: [***]

(iii) email: [***]   and [***]

(iv) for the attention of: [***] and [***]

14.3 If a notice or other communication has been properly sent or delivered in accordance with this clause, it will be deemed to have been received as follows:

(a) if delivered personally, at the time of delivery; or

(b) if delivered by commercial courier, at the time of signature of the courier’s receipt; or

(c) if sent by email, on the business day immediately succeeding the date of successful transmission thereof; or

(d) if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second day after posting.

14.4 For the purposes of this clause:

(a) all times are to be read as local time in the place of deemed receipt; and

(b) if deemed receipt under this clause is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), the notice or other

23

communication is deemed to have been received when business next starts in the place of receipt.

15. Dispute resolution

15.1 Amicable Settlement

If any dispute arises between the Parties, they shall use all reasonable endeavours to resolve the matter amicably and in good faith. If one Party gives the other Party notice that a dispute has arisen and the Parties are unable to resolve such dispute within 30 (thirty) days of service of such notice, then such dispute shall be referred to the respective chairmen or chief executives or other nominated senior representative of the Parties. No Party shall resort to arbitration against the other Party under this Agreement until at least 30 (thirty) days after such referral. This shall not affect a Party’s right to seek interim relief.

15.2 Arbitration

(a) Unless provided for to the contrary in this Agreement, a dispute which arises in regard to:

(i) the interpretation of;

(ii) the carrying into effect of;

(iii) any of the Parties’ rights and obligations arising from;

(iv) the termination or purported termination of or arising from the termination of; or

(v) the rectification or proposed rectification of this Agreement, or out of or pursuant to this Agreement or on any matter which in terms of this Agreement requires agreement by the Parties, (other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction),

24

and which is not resolved in accordance with clause 15.1, shall, on written demand, be submitted to arbitration in Johannesburg in accordance with the Arbitration Foundation of South Africa (“AFSA”) rules, which arbitration shall be administered by AFSA.

(b) Should AFSA, as an institution, not be operating at that time or not be accepting requests for arbitration for any reason, then the arbitration shall be conducted in accordance with the AFSA rules for commercial arbitration (as last applied by AFSA) before an arbitrator appointed by agreement between the Parties or failing agreement within 10 (ten) business days of the demand for arbitration, then either Party shall be entitled to forthwith call upon the chairperson of the Johannesburg Bar Council to nominate the arbitrator, provided that the person so nominated shall be an advocate or attorney of not less than 10 (ten) years standing as such. The person so nominated shall be the duly appointed arbitrator in respect of the dispute. In the event of the attorneys of the Parties failing to agree on any matter relating to the administration of the arbitration, such matter shall be referred to and decided by the arbitrator whose decision shall be final and binding on the parties to the dispute.

(c) Either Party may appeal the decision of the arbitrator in terms of the AFSA rules for commercial arbitration.

(d) Nothing herein contained shall be deemed to prevent or prohibit a Party from applying to court for urgent relief or for judgment in relation to a liquidated claim.

(e) Any arbitration in terms of this clause (including any appeal proceedings) shall be conducted in camera and the Parties shall treat as confidential details of the dispute submitted to arbitration, the conduct of the arbitration proceedings and the outcome of the arbitration.

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(f) The Parties agree that the written demand by a Party in terms of clause 15.2(a) that the dispute or difference be submitted to arbitration, is to be deemed to be a legal process for the purpose of interrupting extinctive prescription in terms of the Prescription Act, No 68 of 1969.

16. Governing law and jurisdiction

16.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of the Republic of South Africa.

16.2 Notwithstanding anything to the contrary contained in clause 15, either Party shall be entitled to apply for any interdict (or any other matter that cannot be resolved pursuant to clause 15) to be heard by any competent court having jurisdiction. In this regard, the Parties submit to the nonexclusive jurisdiction of the courts of the Republic of South Africa.

This Agreement has been entered into on the date stated at the beginning of it.

EXECUTION PAGE FOLLOWS:

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FOR	PILANESBERG PLATINUM MINES PROPRIETARY LIMITED
Signature:	/s/ Erich Clarke
	who warrants that he / she is duly authorised thereto
Name:	Erich Clarke
Date:	9 November 2021
Place:	[***]
FOR	KELLPLANT PROPRIETARY LIMITED
Signature:	/s/ Erich Clarke
	who warrants that he / she is duly authorised thereto
Name:	Erich Clarke
Date:	9 November 2021
Place:	[***]
FOR	KELLPLANT PROPRIETARY LIMITED
Signature:	/s/ [***]
	who warrants that he / she is duly authorised thereto
Name:	[***]
Date:	20 January 2022
Place:	[***]

27

Schedules and other similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

Schedule 1 - PPM Kell Plant Site

Schedule 2 - Personnel involved in rendering the Services and percentage of hours to be spent by each such personnel

28

EX-10.17

Exhibit 10.17

Certain information has been omitted from the exhibit because it is both (i) not material and (ii) of the type that the registrant customarily and actually treats as private or confidential. The omissions have been indicated by (“[***]”).

DATED 4 November 2021

SUPPLY OF SUPPORT SERVICES AGREEMENT

between

PILANESBERG PLATINUM MINES PROPRIETARY LIMITED

and

KELLTECHNOLOGY SOUTH AFRICA (RF) PROPRIETARY LIMITED

Contents

Clause

1.	Interpretation	1
2.	Commencement and duration	6
3.	PPM’s obligations	6
4.	KTSA’s Obligations	7
5.	Charges and payment	9
6.	Quality of services	12
7.	Confidentiality	13
8.	Limitation of liability	15
9.	Termination	15
10.	Force majeure	17
11.	General	19
12.	Rights of third parties	20
13.	Notices	21
14.	Dispute resolution	23
15.	Governing law and jurisdiction	25

THIS AGREEMENT is dated 4 November 2021

PARTIES

(1) PILANESBERG PLATINUM MINES PROPRIETARY LIMITED (registration number 2002/015572/07) a private limited liability company incorporated in accordance with the laws of South Africa whose registered office is at Unit FF04, First Floor, Southdowns Office Park Cnr. John Vorster Drive & Karee Road Irene Ext 54, 0157 Centurion, Republic of South Africa (“PPM”); and

(2) KELLTECHNOLOGY SOUTH AFRICA (RF) PROPRIETARY LIMITED (registration number 2008/026628/07), a private limited liability company incorporated in accordance with the laws of South Africa, whose registered office is at Unit FF04, First Floor, Southdowns Office Park Cnr. John Vorster Drive & Karee Road Irene Ext 54, 0157 Centurion, Republic of South Africa (“KTSA”).

RECITALS

The Parties have agreed that PPM will provide certain services to KTSA in relation to the design, construction and commissioning and operation of the PPM Kell Plant on the terms set out in this Agreement.

AGREED TERMS

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this Agreement.

(a) Agreement means this agreement, together with the schedule thereto;

(b) Effective Date means 1 January 2021;

(c) Governmental Entity means any national, state, municipal or local government (including any subdivision, court, administrative

1 

agency or commission or other authority thereof), or any governmental department, or any agency, regulator, court, entity, commission, board, ministry, bureau, locality or authority of any of the foregoing, or any quasi-governmental or private body exercising any binding regulatory or other governmental or quasi-governmental authority or function in South Africa;

(d) Group means Kellplant, KTSA and any company in which KTSA (a) owns directly or indirectly a majority of the issued share capital and/or (b) holds directly or indirectly a majority of the voting rights (c) is entitled to receive the majority of any distribution (d) is entitled to receive the majority of its assets on a winding up and/or (e) any holding company which directly or indirectly controls KTSA;

(e) Interest Rate means Prime plus [***] %;

(f) Kellplant means Kellplant Proprietary Limited (registration number 2015/364753/07), a private limited liability company incorporated in accordance with the laws of South Africa, whose registered office is at Unit FF04, First Floor, Southdowns Office Park Cnr. John Vorster Drive & Karee Road Irene Ext 54, 0157 Centurion, Republic of South Africa;

(g) Kelltechnology means the hydrometallurgical process developed by [***] for the extraction of PGMs that requires significantly less electrical energy than the current conventional matte smelting process;

(h) Law means any applicable law (including all statutes and subordinated legislation or other legislative measure), constitution, treaty, regulation, rule, ordinance, by-laws, principle of common law, order or decree of any Governmental Entity (including any judicial or administrative interpretation thereof) in force from time to time;

2 

(i) Parties means PPM and KTSA and “Party” means any one of them as the context requires; PPM Expenses has the meaning set out in clause ‎5.8;

(j) “PPM Key Personnel” means each of the individuals specified in Schedule 1 of this Agreement shall assume primary responsibility for providing the Services in terms of this Agreement;

(k) Prime means the publicly quoted nominal prime rate of interest per annum from time to time at which Investec Bank Limited lends money on unsecured overdraft to corporate borrowers, which interest rate shall be a nominal annual rate compounded monthly in arears, and calculated on a 365 day year, irrespective of whether or not the year in question is a leap year. A certificate from any manager of Investec Bank Limited, whose appointment or authority need not be proved, as to Prime at any time and the usual way in which it is calculated and compounded at such time shall, in the absence of clerical or manifest error, be prima facie proof of prime;

(l) Project Documents means any agreements and documents in relation to the design, engineering, construction, commissioning, development and/or operation of the PPM Kell Plant, including all documents, drawings and sketches, maps, plans, photographs, specifications, calculations, reports, computer software, databases, manuals, as built documents, models, three-dimensional works pertaining to geography or topography or other architectural works, technical and design documents and any other copyright works prepared for the benefit of Kellplant;

(m) Rand Equivalent means the official closing mid-market US Dollar to South African Rand exchange rate on the date on which each monthly invoice is issued, as published by Bloomberg (https://www.bloomberg.com/quote/USDZAR:CUR) at 11h00 (South African time) on the date on which such invoice is issued (or if no such date is quoted by Bloomberg, then the official closing

3 

mid-market US Dollar to South African Rand exchange rate published on the Reuters Screen FX Page as at at 11h00 (South African time) on the date on which such invoice is issued);

(n) Reasonable and Prudent Standards means the standards of a person using reasonable efforts to perform its obligations under this Agreement exercising the degree of skill, diligence, prudence and foresight that would reasonably and ordinarily be expected from a skilled and experienced professional complying with all applicable Laws;

(o) Services means the corporate and personnel support services to be provided by PPM to KTSA under this Agreement including, without limitation:

(i) assisting in the marketing of Kelltechnology to producers of PGMs; and

(ii) relating to the preparation of management accounts, audited accounts, corporate administration, preparation and minuting of director and shareholder meetings, financial statements and the facilitation of financial audits, in respect of Kellplant;

(p) Signature Date means the date on which this Agreement is signed by the last Party signing this Agreement; and

(q) South Africa means the Republic of South Africa.

1.2 Clause, schedule and paragraph headings are for reference purposes and convenience only and shall not affect the interpretation of this Agreement.

1.3 If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of the Agreement.

4 

1.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.5 The schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the schedules.

1.6 Terms defined in this Agreement shall bear the same meanings in schedules to this Agreement to the extent to which they do not themselves contain their own definitions.

1.7 Words in the singular shall include the plural and vice versa.

1.8 The rule of construction that a contract should be interpreted against the Party responsible for drafting or preparation of the contract, shall not apply to this Agreement.

1.9 Where the words include(s), including or in particular are used in this Agreement, they are deemed to have the words without limitation following them. Where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.

1.10 Any obligation in this Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.

1.11 References to clauses and schedules are to the clauses and schedules of this Agreement.

1.12 Any reference in this Agreement to any other agreement or document shall be construed as reference to such agreement or document as same may have been, or may from time to time be, amended, varied, novated or supplemented.

5 

2. Commencement and duration

2.1 PPM shall provide the Services to KTSA on the terms and conditions of this Agreement from the Effective Date.

2.2 PPM shall provide the Services from the Effective Date and shall continue to provide the Services until such time as the Services are terminated in accordance with clause ‎9.

3. PPM’s obligations

3.1 PPM shall provide and complete the Services to KTSA:

(i) in accordance with this Agreement;

(ii) in accordance with Project Documents insofar as they pertain to the Services;

(a) in performing its obligations under this Agreement, not do anything or fail to do something which causes any member of the Group to be in breach of its obligations under the Project Documents or which impedes, hinders or disrupts any member of the Group’s performance of its obligations under the Project Documents;

(b) obtain and maintain all necessary licences and consents and comply with all relevant Laws in relation to the Services;

(c) observe all health and safety rules and regulations and any other reasonable security requirements that apply at the KTSA premises and that have been communicated to it under clause ‎3.1(d) provided that it shall not be liable under this Agreement if, as a result of such observation, it is in breach of any of its obligations under this Agreement;

(d) notify KTSA in writing as soon as it becomes aware of any health and safety hazards or issues which arise: (i) in relation to the Services; and/or (ii) at the KTSA premises;

(e) co-operate with KTSA in all matters relating to the Services; and

6 

(f) generally, do all such things necessary and incidental to the provision of the Services as may be required by KTSA, acting reasonably.

3.2 PPM must ensure that:

(a) any documents to be prepared by PPM and submitted to KTSA under this Agreement are in a format approved by KTSA, acting reasonably; and

(b) the PPM employees rendering the Services are familiar with and comply with KTSA’s reasonable directions, procedures and policies that are provided by KTSA to PPM.

3.3 PPM is and remains fully responsible for the suitability and safety of the equipment used by all the PPM employees from time to time, whether within or outside KTSA’s premises.

3.4 For the duration of the term of this Agreement, PPM shall:

(a) ensure that the PPM Key Personnel are suitably qualified, skilled and experienced to provide the Services contemplated in this Agreement and whose deployment by PPM to provide the Services shall be approved in writing by KTSA, acting reasonably;

(b) immediately notify KTSA by way of telephone and/or email should any material circumstances arise, including any delays, in respect of or in connection with the rendering by it or any third party supplier of the Services and to work expeditiously with KTSA to resolve any such issues as may arise from time to time.

4. KTSA’s Obligations

4.1 KTSA shall:

(a) co-operate with PPM in all matters relating to the Services and do such things as may be reasonably necessary to enable PPM to deliver the Services;

7 

(b) to the extent that PPM has not been involved in the preparation and execution of any of the Project Documents, provide PPM with a copy of any such Project Documents upon execution thereof as soon as is reasonably practicable, to the extent that KTSA is a party thereto;

(c) provide PPM, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, reasonable access to the KTSA premises, office accommodation, data and other facilities to the extent necessary for the performance of Services, provided that KTSA reserves the right to (acting reasonably) refuse any PPM agents, subcontractors, consultants and employees access to KTSA’s premises at any time;

(d) provide, in a timely manner, such information as PPM may reasonably require for the provision of the Services;

(e) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to its operations;

(f) be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from any of its premises in accordance with all applicable laws, before and during the supply of the Services at those premises;

(g) inform PPM of all health and safety rules and regulations and any other reasonable security requirements that apply at the KTSA premises;

(h) ensure that all equipment, systems or facilities of KTSA are used directly or indirectly in the supply of the Services are in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all applicable standards and requirements in South Africa; and

(i) make payment against PPM’s invoices for the provision of the Services Fee (as defined in ‎5.1 below) in accordance with

8 

clauses ‎5.5, ‎5.6 and ‎5.7, and PPM Expenses in accordance with clause ‎5.8.

4.2 If PPM’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of KTSA, its agents, subcontractors, consultants, or employees, PPM shall not be liable for any costs, charges or losses sustained or incurred by KTSA that arise directly from such prevention or delay, provided that PPM shall only be relieved from performing and/or delaying its obligations under this Agreement to the extent that the aforesaid act or omission restricts or precludes the performance of the Services and PPM has, promptly after the actual or potential non-compliance has come to its attention, notified KTSA thereof in writing.

5. Charges and payment

5.1 In consideration of the provision of the Services by PPM, KTSA shall, with retrospective effect from the Effective Date, pay PPM a fixed fee of the Rand equivalent of USD [***] per calendar month (exclusive of VAT, if applicable) (“Services Fee”) in respect of the Services rendered by PPM.

5.2 It is recorded and agreed that the Services Fees is based on the personnel listed in the first column of the table in Schedule 1 spending no more than the aggregate percentage of allocated time opposite their name in rendering the Services. To the extent that PPM reasonably believes that:

(a) additional personnel will be required to provide the any of the Services;

(b) a person listed in the first column of the table in Schedule 1 is no longer required to provide any of the Services;

(c) a person listed in the first column of the table in Schedule 1 will be required to spend more than the aggregate percentage of allocated time in rendering the Services; and/or

9 

(d) a person in the first column of the table in Schedule 1 will be required to spend less than the aggregate percentage of allocated time in rendering the Services,

PPM undertakes to promptly notify KTSA and provide KTSA with an updated Schedule 1 reflecting any additional or removed personnel (as the case may be) and the updated aggregate percentage of allocated time to be spent by each person in rendering the Services, following which the Parties shall negotiate in good faith to agree in writing any increase or decrease (as the case may be) in the Services Fee.

5.3 Without derogating from the foregoing, in the event that the employment of any personnel listed in the first column of the table in Schedule 1 is transferred to KTSA, the Services Fees shall be reduced accordingly.

5.4 On each anniversary of the Effective Date, the Services Fees shall be revised and shall be increased at [***] % per annum. By way of example, with effect from 1 January 2022, the Services Fee shall be the Rand Equivalent of USD [***]

5.5 At the end of each calendar quarter, PPM shall provide to KTSA three separate invoices for each calendar month in the following quarter specifying the Services Fee for each such calendar month and any accrued PPM Expenses for each calendar month in the prior quarter. KTSA shall pay the Services Fee monthly in advance on the first business day of each calendar month.

5.6 KTSA shall pay to PPM the outstanding Services Fee for the period 1 January 2021 to date of execution within 5 days of execution of this Agreement.

5.7 The Service Fees and PPM Expenses shall be paid in full in Rands in cleared funds (without deduction or set-off) to the bank account detailed below or as otherwise nominated in writing by PPM:

Beneficiary Bank [***]

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Branch [***]

Branch code [***]

Account Number [***]

5.8 KTSA shall promptly reimburse PPM in respect of the reasonable costs of hotel, subsistence, travelling, communications and any other reasonable ancillary expenses reasonably incurred by any individual whom PPM engages in connection with the Services, the cost of any materials and the cost of services reasonably and properly provided by third parties and required by PPM for the supply of the Services (“PPM Expenses”), provided that PPM has either (i) obtained the prior written approval of KTSA to which the PPM Expenses relate; (ii) such PPM Expenses which have been approved by the KTSA board of directors; or (iii) in terms of any applicable KTSA budget specifically in respect of such PPM Expenses. For the avoidance of doubt, PPM shall not be entitled to recover the cost of appointing any consultant or sub-contractor to perform any part of the Services on its behalf.

5.9 Without prejudice to any other right or remedy that it may have, if KTSA fails to pay PPM the Services Fee on the date upon which the Services Fee is due, owing and payable by KTSA to PPM, PPM may:

(a) charge interest on such sum from the due date for payment at the Interest Rate (applicable during the relevant quarter in which payment of such due sum is outstanding) accruing on a daily basis until payment is made, whether before or after any judgement, and KTSA shall pay the interest immediately on demand. The said interest shall be compounded monthly. The Interest Rate will be calculated on a basis of a 360 day year for actual days lapsed; and

(b) suspend the Services until payment has been made in full.

5.10 All sums accrued but not yet payable to PPM under this Agreement shall become due immediately on its termination, despite any other provision.

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This clause ‎5.10 is without prejudice to any right to claim for interest under the law or any such right under this Agreement.

6. Quality of services

6.1 PPM hereby warrants as at the Signature Date and the Effective Date and covenants to KTSA for the entire duration of this Agreement that:

(a) it has the expert skill and knowledge to provide the Services;

(b) it will perform the Services in accordance with Reasonable and Prudent Standards;

(c) the Services will conform with all descriptions and specifications reasonably required by KTSA in relation to the Services to be provided to each of them; and

(d) the Services will be provided in accordance with all applicable Laws, from time to time in force, and PPM will inform KTSA, as soon it becomes aware of any changes in any such Law and/or any breach by it of such Law.

6.2 PPM hereby warrants as at the Signature Date and the Effective Date that:

(a) it is not aware (having made all reasonable enquiries) of any fact, matter or circumstance which may hinder it from performing the Services; and

(b) it is not aware (having made all reasonable enquiries) of any fact, matter or circumstance which is likely to result in it not being able to maintain the consents, licences, permits, registrations, approvals and other authorities required by PPM in order to provide the Services after the Effective Date.

6.3 PPM covenants to KTSA for the entire duration of this Agreement that:

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(a) it will inform KTSA should it become aware of any fact, matter or circumstance:

(i) which may hinder it from performing the Services; and/or

(ii) relating to any breach by any employees of any term of this Agreement;

(b) it will inform KTSA should it become aware of any fact, matter or circumstance which is likely to result in it not being able to maintain the consents, licences, permits, registrations, approvals and other authorities required by: (i) PPM in order to provide the Services; and/or (ii) the operations of KTSA;

(c) it will forthwith disclose to KTSA all facts and circumstances within its knowledge which would reasonably be likely to be material to KTSA in relation to the appointment of PPM to perform the Services; and

(d) it will provide the Services and to this end shall use its reasonable endeavours:

(i) to procure that each personnel providing the Services acts with integrity and exercises all reasonable skill, care and diligence in providing the Services;

(ii) to protect and promote the business and interests of KTSA.

6.4 The provisions of this clause ‎6 shall survive any performance, acceptance or payment pursuant to this Agreement and shall extend to any substituted or remedial Services provided by PPM.

7. Confidentiality

7.1 Any information obtained by a Party in terms of, or arising from this Agreement shall be treated as confidential by the Parties and shall not be used, divulged or permitted to be divulged to any person not being a

13 

Party to this Agreement, without the prior written consent of the other Parties save that:

(a) each Party shall be entitled to disclose such information to its employees, and to its directors, shareholders, professional advisors and funders. Before revealing such information to any such persons, it undertakes to procure that the persons are aware of the confidential nature of the information being made available to them;

(b) each Party shall be entitled to disclose any information which is required to be furnished by law or regulation or by existing contract as at the Signature Date; and

(c) no Party shall be precluded from using or divulging such information in order to pursue any legal remedy available to it.

7.2 In the event that a Party is required to disclose information as contemplated in Clause ‎7.1(a), such Party will:

(a) advise the other Parties in respect of whom such information relates (the “Relevant Party”) in writing prior to disclosure, if possible;

(b) take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can;

(c) afford the Relevant Party a reasonable opportunity, if possible, to intervene in the proceedings;

(d) comply with the Relevant Party’s reasonable requests as to the manner and terms of such disclosure; and

(e) notify the Relevant Party of the recipient of, and the form and extent of, any such disclosure or announcement immediately after it was made.

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8. Limitation of liability

8.1 The maximum aggregate liability of PPM to KTSA with respect to any and all claims under this Agreement in any consecutive twelve month period, whether in contract, delict (including negligence), for breach of statutory duty, or otherwise, shall be limited in respect of all claims (connected or unconnected) in any such consecutive twelve month period, to the equivalent of the total Service Fees actually paid by KTSA to PPM in the preceding twelve months, provided that the maximum aggregate liability of PPM with respect to any and all claims under this Agreement shall be limited to the aggregate of Services Fees paid by KTSA to PPM in the first 12 months of this Agreement or the period from the Effective Date to termination whichever is the lesser time.

8.2 This Clause ‎8 shall not limit liability of PPM in any case of corrupt acts, fraud, deliberate default or reckless misconduct by it or any of its employees.

9. Termination

9.1 Without affecting any other right or remedy available to it, each party shall be entitled to terminate the Agreement by giving not less than 6 months’ written notice to the other Party.

9.2 Notwithstanding clause ‎9.1 and without prejudice to any other rights or remedies which the Parties may have either Party may terminate the Agreement without liability to the other immediately on giving notice to the other, if:

(a) the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment other than in instances where there is a bona fide dispute between the Parties as to whether the Party claiming payment has discharged its reciprocal obligations pursuant to which such payment is to be

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made and the other Party withholds payment of fees relevant to such dispute pending the resolution of such dispute; or

(b) the other Party commits a material breach of any of the material terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that Party being notified in writing of the breach; or

(c) the other Party suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts; or

(d) the other Party commences negotiations with all, or any class of, its creditors with a view to rescheduling any of its debts, or makes a proposal for, or enters into any compromise or arrangement with, its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that Party with one or more other companies, or the solvent reconstruction of that Party; or

(e) an order is made, for or in connection with the winding up of the other Party other than for the sole purpose of a scheme for a solvent amalgamation of that Party with one or more other companies, or the solvent reconstruction of that Party; or

(f) an administrator is appointed over the other Party; or

(g) a floating charge holder over the material assets of the other Party has appointed an administrative receiver; or

(h) a receiver is appointed over the material assets of the other Party; or

(i) any event occurs with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause ‎9.2(d) to ‎9.2(h) inclusive; or

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(j) the other Party suspends or ceases to carry on all or a substantial part of its business.

9.3 On termination of this Agreement for any reason:

(a) KTSA shall immediately pay to PPM all amounts due, owing and payable under this Agreement;

(b) the accrued rights, remedies, obligations and liabilities of the Parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination; and

(c) clauses which expressly or by implication have effect after termination shall continue in full force and effect, including the following clauses: clause ‎6 (Quality of services), clause ‎7 (Confidentiality), clause ‎8 (Limitation of liability), clause ‎13 (Notices), clause ‎14 (Dispute resolution), and clause ‎15 (Governing law and jurisdiction).

10. Force majeure

10.1 A Party is not liable for a failure to perform any of its obligations under this Agreement in so far as it proves:

(a) that the failure was due to an impediment beyond its control and without the fault, negligence or breach of contract;

(b) that it could not reasonably be expected to have taken the impediment and its effects upon the Party’s ability to perform into account at the time of the conclusion of the contract; and

(c) that it could not reasonably have avoided or overcome the impediment or at least its effects.

10.2 An impediment in clause ‎10.1 may result from events such as the following, this enumeration not being exhaustive:

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(a) war, whether declared or not, civil war, civil violence, riots and revolution, acts of piracy, acts of sabotage;

(b) natural disasters such as violent storms, cyclones, earthquakes, tidal waves, floods, destruction by lightening;

(c) explosions, fire, destruction of machines, of factories and of any kind of installations;

(d) boycotts, strikes and lock-outs of all kinds, go-slow, occupation of factories and premises, and work stoppages;

(e) acts of authority, whether lawful or unlawful, apart from acts for which the Party seeking relief has assumed the risk by virtue of any other provisions of this Agreement; and apart from the matters mentioned in clause ‎10.3.

10.3 For the purposes of clause ‎10.1 “impediment” does not include lack of authorisations, of licenses, or permits or of approvals necessary for the performance of the Services.

10.4 Relief from liability for non-performance by reason of the provisions of clause ‎10 shall commence on the date upon which the Party seeking relief gives notice of the impediment relied upon and shall terminate upon the date upon which such impediment ceases to exist; provided that if such impediment continues for a period of more than 6 (six) months either affected Party shall be entitled to terminate this Agreement by written notice to the other affected Party. For the avoidance of doubt, if PPM is prevented from performing the Services as a consequence of an impediment which satisfies the requirements of clause ‎10.1, KTSA shall not be required to pay the Services Fee in respect of any period during which PPM is prevented from performing the Services as a result of that impediment. The impediment, however, shall not apply to KTSA’s obligations to pay PPM any monies due and/or owing in terms of the Agreement.

10.5 The Party seeking relief shall:

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(a) as soon as reasonably practicable after the start of the impediment but no later than 7 days from its start, notify the other party in writing of the impediment, the date on which it started, it’s likely or potential duration, and the effect of the impediment on its ability to perform any of its obligations under the Agreement; and

(b) use all reasonable endeavours and take all reasonable steps to terminate the circumstances giving rise to the impediment and minimise the effect of such circumstances upon the performance of its obligations under this Agreement (to the extent that it is within its reasonable powers to do so).

10.6 Notwithstanding any other provision of this clause ‎10, the occurrence of an impediment shall not relieve a Party from an obligation which arose before the occurrence of that impediment.

11. General

11.1 No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the Parties.

11.2 A waiver of any right or remedy under this Agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of any such right or remedy.

11.3 If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

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11.4 This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes and extinguishes all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of this Agreement.

11.5 Each Party acknowledges that, in entering into this Agreement, it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract.

11.6 Nothing in this Agreement shall limit or exclude any liability for fraud.

11.7 Neither Party shall, without the prior written consent of the other, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement.

11.8 Nothing in this Agreement is intended to, or shall operate to, create a partnership between the Parties, or to authorise either Party to act as agent for the other, and neither Party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

11.9 At all times during the performance of the Services, PPM shall be an independent contractor and is not an employee or agent of KTSA.

12. Rights of third parties

A person who is not a Party to this Agreement shall not have any rights under or in connection with it.

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13. Notices

13.1 A notice or communication given to a Party under or in connection with this Agreement:

(a) shall be in writing;

(b) shall be signed by or on behalf of the Party giving it;

(c) shall be sent for the attention of the person, at the address or fax number specified in this clause (or to such other address, fax number or person as that Party may notify to the other, in accordance with the provisions of this clause); and

(d) shall be:

(i) delivered personally;

(ii) sent by commercial courier;

(iii) sent by email; or

(iv) sent by pre-paid first-class post or recorded delivery.

13.2 The addresses for service of a notice are as follows:

(a) PPM:

(i) Physical: [***]

(ii) Postal: [***]

(iii) email: [***]

(b) KTSA:

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(i) Physical: [***]

(ii) Postal: [***]

(iii) email: [***] and [***]

(iv) for the attention of: [***] and [***]

13.3 If a notice or other communication has been properly sent or delivered in accordance with this clause, it will be deemed to have been received as follows:

(a) if delivered personally, at the time of delivery; or

(b) if delivered by commercial courier, at the time of signature of the courier’s receipt; or

(c) if sent by email, on the business day immediately succeeding the date of successful transmission thereof; or

(d) if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second day after posting.

13.4 For the purposes of this clause:

(a) all times are to be read as local time in the place of deemed receipt; and

(b) if deemed receipt under this clause is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), the notice or other

22

communication is deemed to have been received when business next starts in the place of receipt.

14. Dispute resolution

14.1 Amicable Settlement

If any dispute arises between the Parties, they shall use all reasonable endeavours to resolve the matter amicably and in good faith. If one Party gives the other Party notice that a dispute has arisen and the Parties are unable to resolve such dispute within 30 (thirty) days of service of such notice, then such dispute shall be referred to the respective chairmen or chief executives or other nominated senior representative of the Parties. No Party shall resort to arbitration against the other Party under this Agreement until at least 30 (thirty) days after such referral. This shall not affect a Party’s right to seek interim relief.

14.2 Arbitration

(a) Unless provided for to the contrary in this Agreement, a dispute which arises in regard to:

(i) the interpretation of;

(ii) the carrying into effect of;

(iii) any of the Parties’ rights and obligations arising from;

(iv) the termination or purported termination of or arising from the termination of; or

(v) the rectification or proposed rectification of this Agreement, or out of or pursuant to this Agreement or on any matter which in terms of this Agreement requires agreement by the Parties, (other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction),

23

and which is not resolved in accordance with clause ‎14.1, shall, on written demand, be submitted to arbitration in Johannesburg in accordance with the Arbitration Foundation of South Africa (“AFSA”) rules, which arbitration shall be administered by AFSA.

(b) Should AFSA, as an institution, not be operating at that time or not
be accepting requests for arbitration for any reason, then the arbitration shall be conducted in accordance with the AFSA rules for commercial arbitration (as last applied by AFSA) before an arbitrator appointed by agreement between the Parties or failing agreement within 10 (ten) business days of the demand for arbitration, then either Party shall be entitled to forthwith call upon the chairperson of the Johannesburg Bar Council to nominate the arbitrator, provided that the person so nominated shall be an advocate or attorney of not less than 10 (ten) years standing as such. The person so nominated shall be the duly appointed arbitrator in respect of the dispute. In the event of the attorneys of the Parties failing to agree on any matter relating to the administration of the arbitration, such matter shall be referred to and decided by the arbitrator whose decision shall be final and binding on the parties to the dispute.

(c) Either Party may appeal the decision of the arbitrator in terms of the AFSA rules for commercial arbitration.

(d) Nothing herein contained shall be deemed to prevent or prohibit a Party from applying to court for urgent relief or for judgment in relation to a liquidated claim.

(e) Any arbitration in terms of this clause (including any appeal proceedings) shall be conducted in camera and the Parties shall treat as confidential details of the dispute submitted to arbitration, the conduct of the arbitration proceedings and the outcome of the arbitration.

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(f) The Parties agree that the written demand by a Party in terms of clause ‎14.2(a) that the dispute or difference be submitted to arbitration, is to be deemed to be a legal process for the purpose of interrupting extinctive prescription in terms of the Prescription Act, No 68 of 1969.

15. Governing law and jurisdiction

15.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of the Republic of South Africa.

15.2 Notwithstanding anything to the contrary contained in clause ‎14, either Party shall be entitled to apply for any interdict (or any other matter that cannot be resolved pursuant to clause ‎14) to be heard by any competent court having jurisdiction. In this regard, the Parties submit to the nonexclusive jurisdiction of the courts of the Republic of South Africa.

This Agreement has been entered into on the date stated at the beginning of it.

EXECUTION PAGE FOLLOWS:

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FOR	PILANESBERG PLATINUM MINES PROPRIETARY LIMITED
Signature:	/s/ Erich Clarke
	who warrants that he / she is duly authorised thereto
Name:	Erich Clarke
Date:	4 November 2021
Place	Centurion, South Africa

FOR	KELLTECHNOLOGY SOUTH AFRICA (RF) PROPRIETARY LIMITED
Signature:	/s/ [ILLEGIBLE]
	who warrants that he / she is duly authorised thereto
Name:	ILLEGIBLE
Date:	3 November 2021
Place	[***]

FOR	KELLTECHNOLOGY SOUTH AFRICA (RF) PROPRIETARY LIMITED
Signature:	/s/ [ILLEGIBLE]
	who warrants that he / she is duly authorised thereto
Name:	ILLEGIBLE
Date:	4 November 2021
Place	[***]

26

Schedules and other similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

Schedule 1 - Personnel involved in rendering the Services and percentage of hours to be spent by each such personnel

27

EX-10.18

Exhibit 10.18

Certain information has been omitted from the exhibit because it is both (i) not material and (ii) of the type that the registrant customarily and actually treats as private or confidential. The omissions have been indicated by (“[***]”).

Dated 9 November 2021

ZAR Equivalent of USD10,000,000

Loan Agreement

between

Kellplant Proprietary Limited

and

Pilanesberg Platinum Mines Proprietary Limited

White & Case SA

Katherine Towers, 1st Floor

1 Park Lane, Wierda Valley

Sandton, Johannesburg, 2196

Republic of South Africa

Table of Contents

Page

1.	Definitions and Interpretation	1
2.	Condition Precedent	3
3.	Advancement of the Loan	3
4.	Interest	4
5.	Security	4
6.	Repayment	4
7.	Other Provisions	5

Schedule 1 Funding Notice   10

(i)

Between:

(1) Kellplant Proprietary Limited (registration number 2015/364753/07), a company incorporated in South Africa [***] (the “Kellplant”); and

(2) Pilanesberg Platinum Mines Proprietary Limited (registration number 2002/015572/07), a company incorporated in South Africa [***] (“PPM”).

Whereas:

(A) Kellplant requires funding in the amount of Rand equivalent of USD10,000,000 for purposes of, inter alia, the design, engineering, construction, commissioning and operation of an integrated processing plant.

(B) The Parties have set out the terms and conditions upon which PPM will provide such funding to Kellplant in this Agreement.

It is agreed:

1. Definitions and Interpretation

In this Agreement, unless the context otherwise requires, the provisions in this Clause 1 apply:

1.1 Definitions:

“AFSA” means the Arbitration Foundation of Southern Africa:

“Agreement” means this agreement;

“Availability Period” means a period commencing on the Effective Date and terminating 18 (eighteen) months following the Effective Date, unless otherwise extended by PPM on notice to Kellplant;

“Available Facility” means the principle amount of the Loan still available to be drawn down by Kellplant, during the Availability Period, in terms of this Agreement;

“Business Day” means any day other than a Saturday, Sunday or official public holiday in South Africa;

“Condition Precedent” means the suspensive condition set out in Clause 2;

“Debt Funding” means funding to be received by Kellplant pursuant to the:

(a) IDC Loan; and/or

(b) PPM Loan.

“Effective Date” means 3 (three) Business Days after the date upon which the last Condition Precedent is fulfilled or waived as the case may be;

“Equity Funding” means funding to be received by Kellplant pursuant to the subscription by KTSA for shares in Kellplant after the date of this Agreement;

“Kelltech” means Kelltech Limited, a private company limited by shares incorporated in Mauritius, having company number 084564 C1/GBL, with its registered address at 4^th Floor, Ebene Skies, rue de l’Institute, Ebene, Republic of Mauritius;

“Kelltech Shareholders Agreement” means the shareholders’ agreement between Lifezone Limited, Orkid S.à.r.l., Sedibelo Platinum Mines Limited, Kelltech and [***] in respect of Kelltech dated or about 16 April 2014, as amended;

“KTSA” means Kelltechnology South Africa (RF) Proprietary Limited, registration number 2008/026628/07, a private company incorporated in accordance with the laws of the Republic of South Africa;

“IDC” means the Industrial Development Corporation of South Africa Limited, registration number 1940/014201/06, a public company incorporated in accordance with the laws of the Republic of South Africa;

“IDC Loan” means the R500,000,000 loan to be advanced by IDC to Kellplant in terms of a loan agreement, and ancillary security documents, to be entered into between Kellplant and the IDC;

“Loan” shall bear the meaning ascribed thereto in clause 3.1;

“Margin” means [***]% ([***] per cent) per annum;

“Parties” means the parties to this Agreement and “Party” means any one of them;

“PPM Loan” means the R500,000,000 loan to be advanced by PPM to Kellplant in terms of a loan agreement, and ancillary security documents, to be entered into between, inter alia, Kellplant and PPM;

“Prime Rate” means the prime rate of interest published by The Standard Bank of South Africa Limited from time to time, calculated daily on a 365 (three hundred and sixty five) day basis and compounded monthly in arrear, as certified by any manager of The Standard Bank of South Africa Limited, whose appointment, designation or authority shall not be necessary to prove and whose certificate shall (in the absence of manifest error) be final and binding on the Parties;

“R” or “Rands” means South African Rands;

“Relevant PPM Loan” shall bear the meaning ascribed thereto in clause 3.2;

“Signature Date” means the date of signature of this Agreement by the last Party to do so;

“SPM Group” shall bear the meaning ascribed to it in the Kelltech Shareholders Agreement; and

“USD” means United States Dollars.

1.2 Singular, Plural, Gender

References to one gender include all genders and references to the singular include the plural and vice versa.

1.3 Clauses and Headings

References to Clauses are to Clauses of this Agreement.

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1.4 References to Persons and Companies

References to:

(a) a person include any firm, company, government, state partnership, trust or unincorporated association (whether or not having separate legal personality); and

(b) a company shall include any company, corporation or any body corporate, wherever incorporated.

1.5 References to Documents:

References to any document (including to this Agreement) shall include that document as amended or novated and any amendment or novation.

1.6 References to Days:

(a) When any number of days is prescribed, such number shall be reckoned exclusively of the first and inclusively of the last day, unless the last day falls on a day which is not a Business Day, in which case the last day shall be the next succeeding day which is a Business Day.

(b) Where any day for the performanc e of any obligation and/ or the payment of any amount in terms of this Agreement falls on a day other than a Business Day, such obligation shall be performed and/or such amount shall be paid on the next succeeding day which is a Business Day.

2. Condition Precedent

2.1 The whole of this Agreement, save for the provisions of this Clause 2, Clause 1, and Clause 7 (the “Operative Provisions”), which shall be of immediate force and effect on the Signature Date, is subject to the fulfilment or waiver (as the case may be), by not later than 30 June 2022 (or such other dates as the Parties may agree in writing), of the following conditions:

(a) the board of directors of Kellplant authorising the entering into and implementation of this Agreement; and

(b) the holders of at least [***] % of the shares of Kelltech approving the terms of, and the transactions contemplated by, this Agreement.

2.2 The Parties shall use their reasonable endeavours and co-operate in good faith to procure the fulfilment of the Condition Precedent as soon as reasonably possible after the Signature Date, to the extent that it is within their power to do so.

2.3 Unless the Condition Precedents have been timeously fulfilled: (i) the provisions of this Agreement (save for the Operative Provisions which will remain of full force and effect and will be binding on the Parties) will never become of any force or effect; (ii) this Agreement shall terminate (with each Party being relieved of its duties and obligations arising in terms of this Agreement from and after the relevant date, other than in terms of the Operative Provisions); and (iii) the status quo ante will be restored by the Parties as near as may be possible.

3. Advancement of the Loan

3.1 During the Availability Period, PPM hereby makes available to Kellplant a loan (“Loan”) in the amount of the Rand equivalent of USD10,000,000 as at the Signature Date.

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3.2 As and when Kellplant requires funding during the Availability Period, it shall deliver a notice to PPM in the form attached hereto as Schedule 1 (the “Funding Notice “) notifying PPM of the amount of funding required in Rands (the “Funding Requirement”) and calling upon PPM to advance a loan to it (the “Relevant PPM Loan”) in the Rand amount equal to the Funding Requirement (the “Relevant PPM Loan Amount”). Each Funding Notice shall confirm the Available Facility.

3.3 Unless otherwise agreed between the Parties, PPM shall advance the Relevant PPM Loan to Kellplant within 3 (three) Business Days upon receipt of a Funding Notice and transfer the Relevant PPM Loan Amount by way of electronic funds transfer into the bank account nominated by Kellplant in the Funding Notice.

3.4 Kellplant shall apply all amounts borrowed by it under this Agreement towards certain initial costs relating to the design, engineering, construction and commissioning of an integrated processing plant.

3.5 Kellplant will administer and keep records of all Relevant PPM Loans, and will advise PPM of all amounts outstanding in respect of such loans on a quarterly basis.

3.6 Kellplant hereby indemnifies PPM against, and shall pay to PPM, any cost, loss or liability incurred by PPM as a result of any default of Kellplant under this Agreement.

4. Interest

4.1 Each Relevant PPM Loan shall be in South African Rands and will bear interest at the Prime Rate plus the Margin.

4.2 Interest will accrue daily from the date on which the relevant advance is made until the date of repayment of such loan. Interest will be calculated on the basis of a 365 (three hundred and sixty-five) day year for actual days elapsed.

5. Security

Each Relevant PPM Loan will be unsecured.

6. Repayment

6.1 Each Relevant PPM Loan will become immediately repayable to the extent that Kellplant receives, and Kellplant must apply any and/or all proceeds that it receives from:

(a) the Debt Funding (or a portion thereof) pursuant to a drawdown in terms of either the IDC Loan and/or the PPM Loan; or

(b) the Equity Funding (or a portion thereof),

whichever is sooner, to repay all Relevant PPM Loans made under this Agreement.

6.2 Each Relevant PPM Loan will in any event be repayable if:

(a) Kellplant is placed in liquidation or under a winding-up order, whether provisionally or finally, voluntarily or compulsorily;

(b) Kellplant takes any steps to be wound up or liquidated, whether provisionally or finally and whether compulsorily or voluntarily;

(c) Kellplant takes any steps to be deregistered or is deregistered;

4

(d) Kellplant enters into any compromise with its creditors generally, or offers to do so; or

(e) any final judgment or any final order is made or given by any court of competent jurisdiction against Kellplant is not satisfied by Kellplant within 21 (twenty one) days after it becomes final.

7. Other Provisions

7.1 Breach

Should any Party (the “Defaulting Party”) breach any provision of this Agreement and fail to remedy such breach within 5 Business Days after receiving written notice requiring it to do so from the Party to whom the obligation was owed (the “Innocent Party”), then the Innocent Party shall be entitled, without prejudice to its other rights in law including any right to claim damages, to claim immediate specific performance of the obligations of which the Defaulting Party is in default.

7.2 Confidentiality and Publicity

(a) Any information obtained by a Party in terms of this Agreement, or arising from the implementation of this Agreement shall be treated as confidential by the Parties and shall not be used, divulged or permitted to be divulged to any person not being a Party to this Agreement, without the prior written consent of the other Parties save that:

(i) each Party shall be entitled to disclose such information to its employees, and to its directors, shareholders, professional advisors and funders. Before revealing such information to any such persons, it undertakes to procure that the persons are aware of the confidential nature of the information being made available to them;

(ii) each Party shall be entitled to disclose any information which is required to be furnished by law or regulation or by existing contract as at the Signature Date; and

(iii) no Party shall be precluded from using or divulging such information in order to pursue any legal remedy available to it.

(b) In the event that a Party is required to disclose information as contemplated in Clause 7.2(a)(i), such Party will:

(i) advise the other Parties in respect of whom such information relates (the “Relevant Party”) in writing prior to disclosure, if possible;

(ii) take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can;

(iii) afford the Relevant Party a reasonable opportunity, if possible, to intervene in the proceedings;

(iv) comply with the Relevant Party’s reasonable requests as to the manner and terms of such disclosure; and

(v) notify the Relevant Party of the recipient of, and the form and extent of, any such disclosure or announcement immediately after it was made.

7.3 Assignment

(a) PPM (the “Existing Lender”) may cede and/or delegate (a “Transfer”) all (and not part) of its rights and/or obligations under this Agreement to any member of the SPM

5

Group (a “New Lender”) and the consent of Kellplant is not required for such Transfer of all rights and/or obligations under this Agreement by an Existing Lender to any New Lender.

(b) The consent of Kellplant shall be required where there is a Transfer of only part (and not all) of the rights and/or obligations under this Agreement to any New Lender, which such consent shall not be unreasonably withheld.

(c) Kellplant may not cede any of its rights or delegate any of its obligations under this Agreement without the prior written consent of PPM.

7.4 Whole Agreement

(a) This Agreement contains the whole agreement between the Parties relating to the subject matter of this Agreement at the date of this Agreement to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the Parties in relation to the matters dealt with in this Agreement.

(b) No addition to, variation or agreed cancellation of this Agreement (or of any bill of exchange or other document issued or executed pursuant to or in terms of this Agreement) shall be binding upon the Parties unless reduced to writing and signed by or on behalf of the Parties.

(c) No Party’s partial exercise of, failure to exercise or delay in exercising any right, power, privilege or remedy in terms of this Agreement (or of any bill of exchange or other document issued or executed pursuant to or in terms of this Agreement), shall be construed as a waiver by that Party or otherwise operate so as to preclude that Party from exercising its rights strictly in accordance with this Agreement, unless such Party has expressly waived or otherwise foregone its ability to exercise such right, power, privilege or remedy (at all or in part or until after such period of delay) in terms of a written document signed by such Party, in which event such written document shall be strictly construed.

7.5 Stipulatio Alteri

No part of this Agreement shall constitute a stipulatio alteri in favour of any person who is not a Party to the Agreement unless the provision in question expressly provides that it does constitute a stipulatio alteri.

7.6 Notices

(a) Any notice or other communication in connection with this Agreement (each a “Notice”) shall be:

(i) in writing;

(ii) delivered by email, hand, pre-paid first class post or courier; and

(iii) sent to such address as may be notified to the sending Party by the other Party from time to time.

(b) A Notice shall be effective upon receipt and shall be deemed to have been received:

(i) 24 hours after posting, if delivered by pre-paid first class post;

(ii) at the time of delivery, if delivered by hand or courier; or

(iii) 24 hours after it was sent, if sent by email.

6

(c) A written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen address for service.

7.7 Counterparts

This Agreement may be executed in any number of counterparts each of which shall be deemed an original, but all the counterparts shall together constitute one and the same instrument. Each Party may enter into this Agreement by executing any such counterpart.

7.8 Arbitration

(a) In the event of there being any dispute or difference between the Parties arising out of this Agreement (including but not limited to any dispute or difference as to the validity or otherwise of this Agreement, or as to the enforceability of this Agreement) the said dispute or difference shall on written demand by any Party be submitted to arbitration in Johannesburg in accordance with the AFSA rules, which arbitration shall be administered by AFSA.

(b) Should AFSA, as an institution, not be operating at that time or not be accepting requests for arbitration for any reason, or should AFSA refuse to accept the particular request for arbitration for whatever reason, then the arbitration shall be conducted in accordance with the AFSA rules for commercial arbitration (as last applied by AFSA) before an arbitrator appointed by agreement between the Parties or failing agreement within 10 business days of the demand for arbitration, then any Party shall be entitled to forthwith call upon the chairperson of the Johannesburg Bar Council to nominate the arbitrator, provided that the person so nominated shall be an advocate of not less than 10 years standing as such. The person so nominated shall be the duly appointed arbitrator in respect of the dispute. In the event of the attorneys of the parties to the dispute failing to agree on any matter relating to the administration of the arbitration, such matter shall be referred to and decided by the arbitrator whose decision shall be final and binding on the parties to the dispute.

(c) Each Party to this Agreement:

(i) expressly consents to any arbitration in terms of the AFSA rules being conducted as a matter of urgency; and

(ii) irrevocably authorises any other Party to apply, on behalf of all Parties to such dispute, in writing, to the secretariat of AFSA in terms of article 23(I) of the aforesaid rules for any such arbitration to be conducted on an urgent basis.

(d) The seat of the arbitration shall be in Sandton, Johannesburg.

(e) Any Party to the arbitration may appeal the decision of the arbitrator or arbitrators in terms of the AFSA rules for commercial arbitration.

(f) Nothing herein contained shall be deemed to prevent or prohibit a Party to the arbitration from applying to the appropriate court for urgent relief pending the determination of the dispute.

(g) Any arbitration in terms of this Clause 7.8 (including any appeal proceedings) shall be conducted in camera and the Parties shall treat as confidential details of the dispute submitted to arbitration, the conduct of the arbitration proceedings and the outcome of the arbitration.

(h) The Parties declare that it is their intention that this Clause 7.8 will regulate the manner in which they will resolve any dispute or difference regarding the validity or otherwise

7

of this Agreement, regardless of the fact that one of the parties may dispute the validity or enforceability of the Agreement.

(i) This Clause 7.8 will continue to be binding on the Parties notwithstanding any termination or cancellation of the Agreement.

(j) The Parties agree that the written demand by a party to the dispute in terms of Clause 7.8(a) that the dispute or difference be submitted to arbitration, is to be deemed to be a legal process for the purpose of interrupting extinctive prescription in terms of the Prescription Act, 1969.

7.9 Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with South African law and, subject to Clause 7.8, each of the Parties hereby submits itself to the non-exclusive jurisdiction of the High Court of South Africa (North Gauteng High Court, Pretoria) to settle any disputes which may arise out of or in connection with this Agreement.

Signed by the Parties on the following dates respectively:

8

Pilanesberg Platinum Mines Proprietary Limited		/s/ Erich Clarke
		Signer
		who warrants that he / she is duly authorised thereto
		Erich Clarke
		Name
		9 November 2021
		Date
Kellplant Proprietary Limited		/s/ Erich Clarke
		Signer
		who warrants that he / she is duly authorised thereto
		Erich Clarke
		Name
		9 November 2021
		Date

9

Schedule 1

Funding Notice

From: Kellplant Proprietary Limited
(registration no. 2015/364753/07)
(“Kellplant”)

To:	Pilanesberg Platinum Mines Proprietary Limited (registration no. 2002/015572/07)
	(“PPM”)

[●] [Date]

Dear Sirs

Funding Notice

1. We refer to the agreement entered into between, inter alia, Kellplant and PPM on or about [•] (the “Agreement”).

2. Capitalised terms used herein but not defined shall bear the meaning ascribed thereto in the Agreement.

3. This letter constitutes a Funding Notice under the Agreement.

4. Kellplant hereby notifies PPM that funding in the amount of the Rand equivalent of USD[^] (“Funding Requirement”) is required and calls on PPM to advance a loan (the “PPM Loan”) in the Rand equivalent of the Funding Requirement (the “PPM Loan Amount”).

5. PPM is hereby requested to make payment of the PPM Loan Amount by way of electronic funds transfer into the following bank account:

Account holder:	Kellplant Proprietary Limited
Bank:	[●]
Branch:	[●]
Branch code:	[●]
Account number:	[●]
Swift Code:	[●]
Ref:	PPM Loan

6. The PPM Loan shall be subject to the terms and conditions set out in the Agreement.

7. Following the advancement ofthe aforementioned PPM Loan, the remaining Available Facility is the Rand equivalent of USD[●].

10

8. The provisions of clause 7 of the Agreement will apply to this letter as if set out in full herein.

Yours faithfully

ILLEGIBLE

For and on behalf of Kellplant Proprietary Limited

11

EX-96.2

Exhibit 96.2

The Mphahlele PGM Project, Limpopo Province,
South Africa

Technical Report Summary

 

Prepared for

Sedibelo Platinum Mines Ltd

Report Prepared by

SRK Consulting (South Africa) (Pty) Ltd

Project Number 576060_SPM_TRS_Mphahlele Project_unsigned_14apr22.docx

Report Date:     14 April 2022

(Effective Date: 31 December 2021) [§229.1302(b)(1); §229.1302(b)(4)(iv)] [SR9.1(iii)]

SRK Consulting – 576060 SPM Mphahlele Project TRS Page i

The Mphahlele PGM Project, Limpopo Province, South Africa

Technical Report Summary

Prepared for

Sedibelo Platinum Mines Ltd

Oak House,

Hirzel Street,

St Peter Port,

Guernsey, GY1 3RH

Compiled by

SRK Consulting South Africa (Pty) Ltd

265 Oxford Road

Illovo

Johannesburg 2196

South Africa

P O Box 55291

Northlands

2116

South Africa

Tel: +27 11 441-1111

Fax: +27 86 555 0907

SRK Project Number 576060_SPM_TRS_Mphahlele Project_unsigned_14apr22.docx

Report Date:      14 April 2022

(Effective Date: 31 December 2021) [§229.1302(b)(1); §229.1302(b)(4)(iv)] [SR9.1(iii)]

SRK Report date: 14 April 2022
Effective Date: 31 December 2021

SRK Consulting – 576060 SPM Mphahlele Project TRS Page ii

Important Notices

In this document, a point is used as the decimal marker and a space is used in the text for the thousand’s separator (for numbers larger than 999). In other words, 10 148.32 denotes ten thousand one hundred and forty-eight point three two.

The word ‘tonne’ denotes 1 000 kg (a metric ton), unless otherwise stated.

Wherever mention is made of “Mphahlele”, for the purposes of this Technical Report Summary (TRS), it encompasses all of the planned mining activities related to the Mphahlele Project on the farm Locatie van M’Phatlele under Sedibelo Platinum Mines Limited’s (SPM, or the Company) control in the Limpopo Province, South Africa, unless specifically mentioned differently.

This report contains statements of a forward-looking nature which are subject to several known and unknown risks, uncertainties and other factors that may cause the results to differ materially from those anticipated in this report.

This report includes technical information, which requires subsequent calculations to derive subtotals, totals and weighted averages. Such calculations may involve a degree of rounding and consequently introduce an error. Where such errors occur, SRK does not consider them to be material.

Mineral Resource and Mineral Reserve estimates presented in this TRS are estimated and classified according to the SAMREC Code (2016 edition), which is consistent with the CRIRSCO template.

The reader and any potential or existing shareholder or investor in the Company or SPM is cautioned that SPM is involved in exploration on the Mphahlele Project and there is no guarantee that any unmodified part of the Mineral Resources will ever be converted into Mineral Reserves nor ultimately extracted at a profit.

The Mineral Reserve estimates contained in this report should not be interpreted as assurances of economic life of the Mphahlele Project. As Mineral Reserves are only estimates based on various modifying factors and assumptions, future Mineral Reserve estimates may need to be revised. For example, if production costs increase or product prices decrease, a portion of the current Mineral Resources, from which the Mineral Reserves are derived, may become uneconomical to recover and would therefore result in lower estimated Mineral Reserves.

This report uses a shorthand notation to demonstrate compliance with Regulation SK1300 and the disclosure requirements of the SAMREC Code, as follows:

· [§229.601(b)(96)(iii)(B)(2)] represents sub-section (iii)(B)(2) of section 96 of CFR 229.601(b) (“Item 601 of Regulation S-K”); and

· [SR1.1] represents item 1.1 - Property Description of Table 1 of the SAMREC Code.

SRK Report date: 14 April 2022
Effective Date: 31 December 2021

SRK Consulting – 576060 SPM Mphahlele Project TRS Page iii

Executive Summary

[§229.601(b)(96)(iii)(B)(1)] [SR1.1(i)]

ES1: Introduction

[SR1.1(i), SR5.1(i), SR7.1]

This Technical Report Summary (TRS) of the Mphahlele PGM Project was compiled by SRK Consulting (South Africa) (Pty) Ltd (SRK) on behalf of Sedibelo Platinum Mines Ltd (SPM, also referred to as the Company) according to Item 601 of the United States Securities and Exchange Commission’s (SEC’s) Subpart 1300 of Regulation S-K (SK1300). SPM indirectly holds the mineral rights to a platinum group metal (PGM) operating mine and several PGM projects in the Republic of South Africa.

This report is the first TRS for SPM’s Mphahlele PGM Project (Mphahlele, or the Project) and supports the disclosure of Mineral Resources and Mineral Reserves at 31 December 2021. The Mineral Resources and Mineral Reserves have been prepared and reported according to the requirements of the SAMREC Code (2016 Edition), which is consistent with CRIRSCO’s International Minerals Reporting Code Template adopted by SK1300.

This TRS report is compiled to support SPM’s proposed filing of a F-1 prospectus with the SEC as part of a registration statement and a secondary listing on the JSE Limited in South Africa.

ES2: Effective Date

[§229.1302(b)(iii)(3)] [SR9.1(iii)]

The effective date of the TRS is 31 December 2021, which satisfies the SK1300 requirement of a current report.

The life-of-mine (LoM) plan and associated technical and economic parameters (TEPs) included in the techno-economic model (TEM) are assumed to commence on 1 July 2021 for evaluation purposes.

ES3: Property Description, Mineral Rights and Ownership

[SR1.1(i), SR1.2(i)]

Mphahlele is located in the Limpopo Province of South Africa, on the northern part of the eastern limb of the Bushveld Complex. The Mphahlele Project is located approximately 50 km south of Polokwane, on the farm Locatie van M’Phatlele 457KS. The proposed project area is mainly rural and sufficient land is available for infrastructure, plant and tailings dams. The predominant land uses within and adjacent to the project include residential areas (formal and informal villages under the authority of the Bakgaga Ba Mphahlele Tribal Authority), subsistence dry land agriculture, small-scale commercial agriculture and livestock grazing.

The moderate climate means that exploration and mining operations can be undertaken throughout the year, with no extraordinary measures required.

The mineral rights to the Mphahlele Project, which are held 75% by SPM via its subsidiaries, are summarized in Table ES-1. SPM advised that it plans to execute the New Order Mining Right (NOMR) during the first quarter of 2022.

Table ES-1:      Summary Table of Mineral Rights for Mphahlele Project

Mineral Rights and Properties	Minerals Included in NOPR/NOMR	Interest Held	Status	Licence Expiry Date	Licence Area (ha)	Comments
NOMR LP30/5/1/2/2/87MR awarded: The farm Locatie van M’Phatlele 457KS	PGMs, Au, Ag, Cu, Ni Cr excluded	75%	Development	02/2038	11 725.0951	Feasibility study completed, NOMR not yet executed. SURFACE RIGHTS: Surface is state-owned land.

Notes:

NOPR = new order prospecting right; NOMR = new order mining right

The Mphahlele Project plan is based on a Feasibility Study completed in December 2020.

Although the surface area required for mining is not currently held by SPM, SPM believes award of this is only a formality. Both the MWP and the SLP for the Project are out of date and will have to be revised to reflect the new development strategy and resubmitted to the Department of Mineral Resources and Energy (DMRE) for approval.

The Company has confirmed to SRK that there are currently no legal proceedings that might influence the integrity of the Project or the right to prospect or mine for minerals.

SRK Report date: 14 April 2022
Effective Date: 31 December 2021

SRK Consulting – 576060 SPM Mphahlele Project TRS Page iv

ES4: Geology and Mineralization

[SR2.1(i)-(vii)]

The Bushveld Complex (BC) of South Africa is the world’s largest and hence the most important repository of the PGMs in the world with an exposed surface area of some 67 000 km². The BC consists of a massive ultramafic-mafic layered intrusion and a suite of associated granitoid rocks intruded into the early Proterozoic Transvaal Basin within the north central Kaapvaal Craton. The ultramafic-mafic layered rocks collectively referred to as the Rustenburg Layered Suite (RLS) are in five so-called lobes, namely the Western, Far Western, Eastern, Northern and Southern (Bethal) lobes. The magmatic layering of the RLS is remarkably consistent and can be correlated throughout most of the BC.

The RLS is divided into five major stratigraphic units, as follows:

· The lowermost Marginal Zone ranges in thickness from several metres to several hundred metres and comprises a heterogeneous succession of generally unlayered basic rocks dominated by norites;

· Ultramafic rocks dominate the Lower Zone. These vary in thickness with the thinnest units developed over structural highs in the basin floor;

· The Critical Zone contains the economic platinum resources of the BC: the Lower Critical Zone, Upper Critical Zone and the chromitite layers, which occur in three distinct groupings; i.e., the Lower Group (LG), the Middle Group (MG) and the Upper Group (UG);

· The Main Zone is the thickest unit within the RLS and comprises approximately half the RLS stratigraphic interval. It consists of gabbro-norites with some anorthosite and pyroxenite layering. Banding or layering is not as well developed as in the Critical and Lower Zones; and

· The Upper Zone is dominated by gabbros with some banded anorthosite and magnetite. There is no chilled contact with the overlying rhyolite and granophyres of the Lebowa Granite Suite.

The two most economically significant PGM mineralized layers of the BC, namely the Merensky Reef and the UG2 Reef (UG2), are continuous over hundreds of kilometres. The PGMs include varying proportions of Pt, Pd, Rh, Ru, Ir and Os, as well as elevated concentrations of Ni, Cu and Co as base metal sulfides.

There are no outcrops of either reef because a large alluvial fan emanating from the hills of Transvaal sediments to the north covers the Critical Zone on Mphahlele. The two reefs have an average dip of 51° towards the south and are separated on average by 115 m of stratigraphy (190 m vertical separation). The lateral extent of both reef horizons within the project area is approximately 8 km along strike, and has been modelled over a vertical extent of approximately 2 km. The depth extent of the reefs has not been limited by drilling and is open at depth.

ES5: Status of Exploration, Development and Operations

[SR3.1, SR3.2(i)-(v)]

Regional mapping and regional aeromagnetic and gravity surveys were undertaken by the South African Geological Survey prior to 1966. Johannesburg Consolidated Investments Ltd (now Anglo Platinum) drilled 24 drill holes in the 1970s - 1980s, but only collar information is available.

Tameng Mining & Exploration Holdings (Pty) Ltd (Tameng) undertook an airborne magnetic and radiometric survey in 2004. Between February 2004 and June 2008, Tameng drilled 220 drill holes with 306 deflections for a total of 71 822 m (inclusive of the deflection holes).

A NOMR LP30/5/1/2/2/87MR was awarded to Tameng in February 2008. SPM, previously known as Platmin Limited (Platmin), acquired a controlling interest in Tameng in 2007.

A feasibility study for the Mphahlele Project was completed in December 2009. This study envisaged a combined Merensky and UG2 Run-of-Mine (RoM) ore mined at 250 ktpm being processed through a single on-site concentrator. Critical reviews followed in 2010 to 2011 and re-engineering of key components was undertaken.

The underground mine layout was redesigned for SPM in 2016 to cater for underground crushing and Rados screening (an X-Ray sorting technology that determines the metal concentrations and/or metal ratios, thus classifying the rock as waste or ore). The mine design was modified in 2019 to allow crushing and Rados screening on surface, targeting 105 ktpm RoM ore from the UG2 only.

An integrated feasibility study for the exploitation of the Mphahlele Project mining only the UG2 chromitite layer was completed in December 2020 (the 2020 FS). While the engineering designs for the mining, surface

SRK Report date: 14 April 2022
Effective Date: 31 December 2021

SRK Consulting – 576060 SPM Mphahlele Project TRS Page v

infrastructure, underground infrastructure and ventilation were done to a feasibility study level of confidence, certain aspects do not satisfy the SK1300 requirements for a feasibility study, as follows:

· The mine design was changed to allow for partial pillar reclamation on retreat [pre-feasibility study status];

· The concentrator plant capacity was increased from 115 ktpm to 125 ktpm to allow for processing of all RoM ore if the Rados plant is not available;

· The capital estimate for the plant was based on a repriced bill of quantities (BOQ) for an 80 ktpm plant which was adapted from the 2009 study and then factored for the 115 ktpm and 125 ktpm plant capacities. These capital estimates include contingencies that are >10% [not at feasibility study status];

· Permitting requirements are identified but not finalized. Environmental and social impact studies and specialist studies still have to be conducted based on the project design [pre-feasibility status];

· Closure planning is limited to a description of the likely activities to be undertaken without any closure risk assessment or detailed closure planning [pre-feasibility status];

· Geotechnical drilling is still required at the boxcuts and along the decline spines for detailed design purposes [pre-feasibility study status]; and

· Geotechnical assessment is required for foundation designs at the sites for the plant and tailings storage facility (TSF) [pre-feasibility study status].

Since the level of confidence in an engineering study is as good as the lowest common denominator, the above aspects indicate the Mphahlele Project should be classified as a pre-feasibility study in terms of Table 1 to Paragraph (d) in SK1300 [§229.1302(d)]. This implies a Capital expenditure (Capex) and Operating expenditure (Opex) accuracy of ±25% and overall project contingency of ≤15% should be achieved.

ES6: Mineral Resource and Mineral Reserve Estimates

[SR4.1(vi), SR4.2(ii), SR4.5(i)(ii)(vii), SR5.6(v), SR6.1(i)(ii), SR6.3(vi)]

The in-situ Mineral Resources are reported in accordance with the definitions and guidelines of both the 2016 Edition of the SAMREC Code and the SK1300. The in-situ Mineral Resources are reported after the application of geological loss factors applied to the tonnage and metal content on a percentage basis. Mineral Resources are reported above an economic cut-off and after the exclusion of geological losses.

The PGM Mineral Resources exclusive of PGM Mineral Reserves for Mphahlele at 31 December 2021 attributable to SPM are summarized in Table ES-2.

Table ES-2: Summary of SRK audited PGM Mineral Resources for the Mphahlele Project at 31 December 2021 (EXCLUSIVE of Mineral Reserves) (attributable to SPM)

Resource Area	Tonnage	PGM Grade (g/t)		Contained PGM		Base Metal Grade (%)		Contained Cu + Ni
(EXCLUSIVE of Mineral Reserves)	(Mt)	4E	6E	(4E Moz)	(6E Moz)	Ni	Cu	(kt)
Measured Mineral Resources
Merensky	0.6	3.00	3.80	0.06	0.08	0.21	0.12	2.0
UG2	0.3	5.12	6.14	0.04	0.05	0.12	0.08	0.5
Total Measured Resources	0.9	3.61	4.47	0.10	0.13	0.18	0.11	2.5
Indicated Mineral Resources
Merensky	12.1	3.00	3.75	1.17	1.46	0.20	0.12	38.1
UG2	3.2	5.06	6.06	0.51	0.62	0.12	0.07	6.1
Total Indicated Resources	15.3	3.43	4.23	1.68	2.08	0.18	0.11	44.2
Total Measured and Indicated Resources	16.2	3.45	4.25	1.78	2.21	0.18	0.11	46.7
Inferred Resources
Merensky	23.3	3.12	3.91	2.33	2.92	0.20	0.12	73.8
UG2	25.6	5.11	6.12	4.21	5.04	0.12	0.07	48.8
Total Inferred Resources	48.9	4.16	5.06	6.54	7.96	0.16	0.10	122.7

Notes:

1. 4E is shorthand for Pt + Pd + Rh + Au. 6E is shorthand for 4E + Ir + Ru.

2. Mineral Resources are not Mineral Reserves. There is no certainty that any part of the Mineral Resources will be converted to Mineral Reserves.

3. The in-situ Mineral Resources are reported on an attributable basis, with only the 75% attributable to SPM included.

4. The in-situ Mineral Resources are reported exclusive of any Mineral Reserves that may be derived from them.

5. Mineral Resources are reported above a cut-off of 1.63 g/t 4E for the Merensky and 1.38 g/t 4E for the UG2.

6. The cut-off grades are based on 4E basket prices of USD1 989/oz and USD2 797/oz and plant recovery factors of 87% and 83% for the Merensky and UG2 respectively.

7. Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.

8. 1 Troy Ounce = 31.1034768g

SRK Report date: 14 April 2022
Effective Date: 31 December 2021

SRK Consulting – 576060 SPM Mphahlele Project TRS Page vi

The PGM Mineral Reserves for Mphahlele at 31 December 2021, reported as run-of-mine (RoM) ore delivered to the surface crusher, 75% attributable to SPM are summarized in Table ES-3.

Table ES-3: Summary of SRK audited PGM Mineral Reserves for Mphahlele Project at 31 December 2021 (75% attributable to SPM; UG2 only)

Reserve Area	Tonnage (Mt)	PGM Grade (g/t)		Contained PGM		Base Metal Grade (%)		Contained Cu + Ni
		4E	6E	(4E Moz)	(6E Moz)	Ni	Cu	(kt)
Probable Mineral Reserves
Mphahlele (UG2)	22.7	3.63	4.36	2.66	3.18	0.088	0.050	31.4
Total Probable Mineral Reserves	22.7	3.63	4.36	2.66	3.18	0.088	0.050	31.4

Notes:

1. 4E is shorthand for Pt + Pd + Rh + Au. 6E is shorthand for 4E + Ir + Ru.

2. Mineral Reserves, as RoM ore delivered to the surface crusher, are reported on an attributable basis, with only the 75% attributable to SPM included.

3. Mineral Reserves are based on various modifying factors and assumptions and may need to be revised if any of these factors and assumptions change.

4. Mineral Reserves should not be interpreted as assurances of economic life.

5. Mineral Reserves are reported at a cut-off grade of 2.3 g/t 4E based on a 4E basket price of USD1 936/oz and a plant recovery of 83%.

6. Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.

7. 1 Troy Ounce = 31.1034768g.

Reconciliation of Mineral Resources and Mineral Reserves

The Mineral Resource and Mineral Reserve tonnages and contained 4E PGMs on SPM’s website at December 2019 are reported as the total resource/reserve (i.e. 100%) on an inclusive basis. These values have been adjusted to reflect the 75% attributable to SPM and are compared to the Mineral Resources and Mineral Reserves per this TRS at December 2021 on an inclusive basis in Table ES-4 and Table ES-5, respectively.

Table ES-4:       Mphahlele Mineral Resource Comparison (75% attributable, inclusive basis)

Item	Units	SPM website (Dec’2019)	This TRS (Dec’2021)	Comments
Measured Resources
Merensky	(Mt)	-	0.6	Measured Resources are as a result of 91 new drill holes in the shallow areas near the location of the 2008 Feasibility Study (FS) decline portals
	(Moz 4E)	-	0.06
UG2	(Mt)	-	2.1
	(Moz 4E)	-	0.34
Indicated Resources
Merensky	(Mt)	13.8	12.1	A decrease in the tonnes and metal content primarily due to the application of a cut off and part upgraded to Measured Resources
	(Moz 4E)	1.37	1.17
UG2	(Mt)	23.4	22.0	The combined Measured and Indicated has a small increase in tonnes and estimated grade due to additional data and changes in estimation approach
	(Moz 4E)	2.10	3.53
Inferred Resources
Merensky	(Mt)	21.6	23.3	No significant changes as the inclusion of the central domain is balanced by the application of a cut off. Little change in the metal content as the decreased tonnes are balanced by the increase in grade due to the changes in modeling and estimation parameters
	(Moz 4E)	2.21	2.33
UG2	(Mt)	32.3	25.6
	(Moz 4E)	4.30	4.20

Notes:

1. 4E is shorthand for Pt + Pd + Rh + Au.

2. 1 Troy Ounce = 31.1034768g.

Table ES-5:        Mphahlele Mineral Reserve Comparison (75% attributable)

Item	Units	SPM website (Dec’2019)	This TRS (Dec’2021)	Comments
Probable Reserves
Merensky	(Mt)	5.4	-	Excluded from LoM plan in 2020 FS. SPM derisked the project by reducing production targets. Western portion could be exploited in future.
	(Moz 4E)	0.49	-
UG2	(Mt)	15.0	22.7	Changed resource estimation approach, reduced losses from faulting, plus increased extraction from partial pillar reclamation
	(Moz 4E)	2.33	2.66

1. 4E is shorthand for Pt + Pd + Rh + Au.

2. 1 Troy Ounce = 31.1034768g.

SRK Report date: 14 April 2022
Effective Date: 31 December 2021

SRK Consulting – 576060 SPM Mphahlele Project TRS Page vii

ES7: Mining Methods, Ore Processing and Infrastructure

[SR4.2(ii), SR4.3(ii), SR5.2(i)(iv)]

Mining Methods

Both the Merensky (MR) and UG2 reefs underlie the project lease area. The depth below surface to the subcrop of the two reefs varies across the property, from approximately 47 mbs in the west to approximately 30 mbs in the east (40 mbs on average).

The UG2 extends approximately 8 000 m on strike with an average dip of 51º towards the south. Only the UG2 is targeted for production at this stage.

Access to the Block A and Block B mining blocks is achieved via two portals (Portal A and Portal B, respectively) and declines. Each decline is a single barrel at the portal entrance to accommodate 45 t dump trucks and fresh intake ventilation requirements. A second barrel is added just below the portal excavation for trucking considerations, to reduce congestion and improve safety.

The ramp declines will be developed at an approximate inclination of 9° (maximum) below horizontal and located some 25 m in the footwall of the UG2.

With the orebody consisting of narrow reefs (1.2 m - 2.7 m wide) dipping at 51°, open stoping with sublevel extraction (long-hole open stoping, LHOS) is the most appropriate mining method and was used for mine design purposes. The stoping areas measure 60 m on strike and 54 m on dip (average 51° dip). The stoping block is supported by means of dip pillars (UG2 – 10 m wide) and sill pillars (6 m on dip).

Once development of the reef drive is completed, a slot is developed on dip adjacent to the dip pillar. Mining retreats away from the slot towards the centre of the block.

UG2 ore and waste will be trucked from underground to surface and ore will then be loaded on road trucks and transported to the Rados plant at Portal A. Trackless equipment, comprising load-haul-dump (LHD) trucks and both development and long-hole drill rigs, is used. The supporting equipment will make use of cassette carriers and suitable cassettes to provide back-up services to the main development equipment.

The total mine air requirement for UG2 mining in Block A and Block B was estimated at 660 m³/s and 800 m³/s, respectively. Mining has been planned to an average depth of 600 m below surface. With intake raise boreholes from surface direct to the working levels, the design confirms that no cooling will be required down to 700 m.

Underground infrastructure in both blocks consists of the ventilation network and staged dewatering. A single underground workshop for each mining block will maintain the LHDs and trucks. Daily maintenance and servicing of drill rigs will be done at or near the working place.

Mineral Processing

Test work was conducted on 16 samples from across Mphahlele at Mintek in South Africa. Mintek is regarded as a specialist in the testing of PGM-bearing ores from the BC. The assay laboratory is ISO 17025 accredited. The test work conducted is adequate in defining the process design criteria and understanding the response of the PGMs and deleterious elements. Rados test work for the pre-concentration of the ore has been successful, and only a 3% loss of PGMs will result from a reduction of circa 10% in feed. This will benefit the milling operation in that a significant proportion of the hard siliceous gangue resulting from dilution with hanging wall and footwall will be removed. Ore hardness at the required limiting screen sizes of 150 µm and 106 µm are typical for UG2 ore. The Cu and Ni grades are higher than for a typical UG2, but correlate with observations made on adjoining properties. Recoveries of 85.5%, 52% and 58.6% were reported for the 4E, Cu and Ni respectively at a 4E grade of 180g/t utilising a mill-float-mill-float (MF2) circuit configuration. Chromite grades in concentrate will be within required levels of less than 2% for typical UG2 ores, and the concentrate will meet smelter specifications. In designing the concentrator, the findings of the test work have been correctly translated into the process design criteria.

A MF2 flotation circuit with upfront Rados pre-concentration has been proposed to process the 125 ktpm of UG2 ore. The MF2 circuit is regarded as a standard for UG2 concentrators on the BC and is the preferred option to reduce recovery losses in ultrafine particles and reduce the chromite (Cr₂O₃) in final concentrate. A classical crusher-ball mill circuit has been proposed for the primary mill application. This will reduce the impact of the variability in ore hardness and waste dilution. No novel technology has been used in the circuit. Installed power for the two mills amounts to 7.2 MW, and a total absorbed power in excess of 8.5 MW is estimated for the concentrator. Water consumption will be approximately 0.8 m³ per tonne of ore milled. Both power and water are scarce in South Africa and necessary interventions are required with the relevant authorities to secure supply.

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Reagents and steel balls are readily available in South Africa. Location of the mine is within an area with numerous mining operations, and skilled labour is available.

The combined PGM concentrate from the concentrator and Tailings Scavenging Plants is assumed to be toll-treated according to the market-related refining and smelting terms offered by Trafigura Pte Ltd (Trafigura) for the PGM concentrate produced by SPM’s PPM-Sedibelo-Magazynskraal project (P-S-M Project).

Infrastructure

There is currently no infrastructure on site. Sealed roads provide access to within a few kilometres of the project area and link it directly to Polokwane and Mokopane.

All infrastructure is located south of the UG2 sub-crop, except for the Eskom substation and water reservoirs. This is to avoid impacting on potential future chromite open-pit operations. The main management offices and store, training centre, mine workshops, primary crushing and Rados Plant will be located at Portal A. Satellite offices and support surface infrastructure will be located at Portal B. Both portals will have a lamp and crush room, a first aid facility/medical stabilization room, change houses and sewage systems, fuel dispensing container, brake test ramp, dirty water settling dam, pollution control dam, fencing and security.

A temporary power supply of 5 MVA at 33 kV was installed in 2010 and connection fees are paid each month. Bulk power supply to the mine will be at 132 kV from a new Eskom supply point. SPM applied in 2017 for a supply of 46.6 MVA building up to 51 MVA.

Provision is made in the capital expenditure to drill boreholes and extract water initially from aquifers.

The Lebalelo Water Scheme comprises a network of water supply pipelines from the De Hoop and Flag Boshielo Dams aimed at increasing the supply of water to the area for both mining and agriculture. The raw water supply will consist of a take-off along the Flag Boshielo/Pruizen line at a point called Immerpan. The water will be pumped approximately 30 km to the Baobab operation (Lonmin Platinum Limpopo) and then 18 km to the Mphahlele Project.

ES8: Summary Capital and Operating Cost Estimates

Capital Cost Estimates

[SR4.3(vii), SR5.6(iii) (vi)]

The summary Capex for the Mphahlele Project, based on the 2020 FS and re-costed to be valid at 31 December 2021, is shown in Table ES-4.

In terms of SPM’s accounting policy, Opex up to steady-state production levels in the underground operations is capitalized. Capitalized Opex makes up ZAR5.68bn of the total Capex shown in Table ES-6.

Table ES-6:       Mphahlele Project Capital Summary (SPM, 2022a)

Item	Units	Total
Exploration	(ZARm)	66
Pre-Implementation	(ZARm)	265
Mining	(ZARm)	5 448
Surface Infrastructure	(ZARm)	759
Services (Surface Infrastructure)	(ZARm)	545
Metallurgical processing	(ZARm)	2 872
Contingency	(ZARm)	968
Mphahlele Total Capital	(ZARm)	10 923

Contingencies were added to the various items depending on the level of engineering confidence. The metallurgical capex includes contingencies of >10%. The contingency included in the capitalized Opex is 5%. The overall contingency averages 9.75% for the total project.

The Mphahlele Project has been re-classified as a study at a PFS level as discussed in Section ES5 and Section 1.1. SRK considers that the accuracy of the Capex is ±25% with a contingency of <15% in keeping with Table 1 to Paragraph (d) in SK1300 [§229.1302(d)].

Operating Cost Estimates

[SR4.3(vii), SR5.6(iii) (vi)]

The summary Opex for the underground mining for the Mphahlele Project is shown in Table ES-7. Year 2031 is used to illustrate the unit operating cost for the combined production from Blocks A and B.

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Effective Date: 31 December 2021

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Table ES-7:       Mphahlele Project Opex Summary

Item	Units	Underground (Year 2031)
RoM ore mined	(Mt)	1.59
Mining Opex	(ZAR/t RoM)	798
Processing Opex	(ZAR/t RoM)	235
G&A Opex	(ZAR/t RoM)	236
SIB Opex	(ZAR/t RoM)	54
Smelting and Refining Opex	(ZAR/t RoM)	89
Total	(ZAR/t RoM)	1 412

The Opex for the underground operations has been derived from first principles and zero-based budgeting processes. The Opex for the underground operations is seen to have an accuracy of ±25%.

A general contingency of 5% is included in the Opex in Table ES-7.

ES9: Permitting Requirements

[SR4.3(iv)]

The NOMR for the Mphahlele Project was granted based on a valid and approved Environmental Management Plan Report (EMPr). The proposed changes to the approved Mphahlele Environmental Impact Assessment (EIA) and EMPr will need to reflect the changed project description, which will require environmental authorization prior to construction commencing. An application for a Water Use Licence (WUL) for the required water uses needs to be made. The relevant specialist studies will need to be updated accordingly.

The anticipated closure liability for the various aspects is based on work in the 2020 FS. No rehabilitation and closure plan has been developed for the project and closure risks have not yet been identified. The end of LoM closure costing is based on preliminary conceptual closure criteria with an estimated liability for the project aspects (ZAR361m in December 2021). SRK is of the opinion that this is the correct order of magnitude for the estimate; this will be refined as the project develops. Material risks that could influence the closure quantum include:

· Post closure water management, which may or may not include requirements for post closure water treatment;

· Availability and quality of stockpiled soils to be used as covers on the residue facilities; and

· Requirements for complex covers on residue facilities.

ES10: Key Risks and Opportunities

[SR5.7(i)]

Key Risks to the Mphahlele Project

Key risks to the Mphahlele Project that require management intervention to mitigate their negative impacts are:

· Environmental issues - The approved EIA/EMP does not include linear infrastructure associated with the proposed mine, estimated at ZAR2.0m. Other early environmental costs amount to an additional ZAR2.0m according to the 2008 feasibility study. A WUL has yet to be obtained;

· Social issues – Potential disruption of the project due to power struggles within community leadership, as well as high expectations for employment opportunities and other socio-economic benefits;

· Water-related issues – the Project is located in a water-stressed area, and security of supply of water to the mine from the Lebalelo Water Scheme is a risk;

· Human resources issues – Escalating wage demands not linked to inflation and lack of suitable accommodation in the area;

· Artisanal chromite mining:

o Artisanal mining has taken place immediately north of the project area and may potentially continue in future. Given the close proximity of the two mining operations, it would be difficult to reliably identify the responsible party should a problem arise (e.g., blast damage);

o Potential project changes may thus be required;

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o The cumulative environmental and social impacts caused by the two mining operations adjacent to each other will require accurate environmental baseline data and focused mitigation to manage potential for increased community complaints and/or future claims;

· Mine closure - Material risks that could influence the closure quantum include:

o Post closure water management, which may or may not include requirements for post closure water treatment;

o Availability and quality of stockpiled soils to be used as covers on the residue facilities;

o Requirements for complex covers on residue facilities; and

· Capex risk – due to the factors described in Section ES5 and Section 1.1, the 2020 FS has been downgraded to a pre-feasibility study level and the Capex is seen to have an accuracy of ±25%;

· Economic risk – the economic evaluation for the Project assumes that:

o The market-related refining and smelting terms offered by Trafigura for toll-treating of PGM concentrate from SPM’s P-S-M Project until end 2027 will be realisable for the Mphahlele Project; and

o These refining and smelting terms will be realisable for the LoM of the Project.

ES11: Economic Analysis

[SR5.6, SR5.8]

The Net Present Value (NPV) of the post-tax cash flows for the Mphahlele Project at a range of discount values and other financial indicators, based on the CRU International Ltd (CRU) (2021) prices and ZAR:USD exchange rate, are set out in Table ES-8. Similar results from the use of three-year trailing averages and spot values at 31 December 2021 are included for comparative purposes.

Table ES-8:       Key Financial Results from Mphahlele Project TEM Cash Flow

Item	Units	CRU (2021)	Alternative Price Decks (Section 15)
			Three-year trailing average	Spot (31 Dec’21)
NPV
8%	(ZARm)	7 539	7 660	10 951
8.4% (WACC lower limit)	(ZARm)	7 019	7 095	10 234
9.0% (SPM’s WACC)	(ZARm)	6 297	6 312	9 241
10.7% (WACC upper limite)	(ZARm)	4 584	4 461	6 885
11%	(ZARm)	4 325	4 182	6 529
12%	(ZARm)	3 541	3 341	5 454
Other Financial Indicators
Operating margin	(%)	45%	47%	51%
IRR	(%)	20%	19%	23%
Peak funding	(ZARm)	5 921	6 814	6 475
Payback period	(years)	8	9	8
Av. unit cost (incl. Royalty)	(ZAR/t milled)	1 736	1 749	1 777
(U/G – average 2032-2040)	(ZAR/4E oz)	14 267	14 373	14 606

Note:

1.	U/G = underground
2.	IRR = internal rate of return

Use of the CRU price deck (Table 15.2 in Section 15 of the main report) yields a real-terms post-tax NPV at 9.0% discount (NPV_9.0%) of ZAR6.30bn and an operating margin of 45% and an IRR of 20%. Peak funding of ZAR5.92bn is projected with a payback of eight years. The average LoM steady-state underground operating costs are ZAR1 736/t milled and ZAR14 267/oz 4E.

With the use of the three-year trailing average price and exchange rate values, a real-terms NPV_9.0% of ZAR6.31bn, an IRR of 19% and an operating margin of 47% result. Peak funding of ZAR6.81bn would be required under this price/exchange rate scenario and the pay-back period is shown to be nine years. The average steady-state operating costs are largely unaffected by which price deck is used.

The sensitivity of the Mphahlele Project to changes in Revenue (grade, recovery, price/exchange rate) and Opex are shown in Table ES-9.

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Effective Date: 31 December 2021

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Table ES-9:      Mphahlele Project – variation in real NPV_9.0% based on twin (revenue and operating expenditure) sensitivities

NPV at 9.0%	6E Basket Price	Revenue Sensitivity
All values in ZARm	(USD/oz)	1 558	1 650	1 742	1 833	1 925	2 017	2 108
		-15%	-10%	-5%	0%	5%	10%	15%
Opex Sensitivity	-15%	4 347	5 447	6 547	7 641	8 732	9 823	10 914
	-10%	3 895	4 997	6 097	7 194	8 284	9 375	10 466
	-5%	3 441	4 547	5 647	6 746	7 837	8 928	10 019
	0%	2 988	4 097	5 197	6 297	7 390	8 481	9 572
	5%	2 534	3 645	4 748	5 848	6 943	8 034	9125
	10%	2 079	3 192	4 298	5 398	6 495	7 586	8 677
	15%	1 621	2 738	3 848	4 948	6048	7 139	8 230

The financial results (Table ES-8) and twin sensitivities (Table ES-9) reflect the 100% of the Mphahlele Project and not the 75% attributable to SPM.

ES12: Conclusions and Recommendations

[SR7.1(ii)]

Mineral Resource estimates

In previous estimates, the MR has been domained based on interpretation of the impact of the serpentinized harzburgite intrusions and the potential impact this has on the mineralization. SRK recommends that this be re-evaluated in future estimates.

Additional drilling on the MR horizon, as planned by SPM, should be undertaken in support of a geostatistical assessment to improve the modeling of the grade continuity and semi-variogram modeling on this horizon.

Geotechnical data and design

The geotechnical investigation completed for Mphahlele in 2009 was based on logging of core from vertical drill holes and laboratory strength testing to determine the expected geotechnical conditions and provide mine design criteria. An assessment of the available information indicated that the data was of suitable quality to be included in the 2020 FS.

In general, ground conditions in the project area are of a fair quality and at this stage no major geological structures, which could adversely affect stability have been identified. The design aspects were aligned to industry practice and based on sound engineering principles. There are areas where poor ground conditions occur and these should be inspected to confirm that the current support is appropriate.

It is recommended to verify key assumptions used in the design as the mine is established or when data, not available at the time of the study, becomes available.

Ventilation

It is recommended that to mitigate the risk of diesel emission-related occupational diseases, the latest low emission Tier 4 engines should be provided, exhaust catalyst converter systems should be improved and sufficient ventilation at the points of operation should be ensured.

Hydrogeology and Hydrology

SRK recommends annual groundwater numerical model updates with more recent data to enable more reliable predictions of the impacts of dewatering on community water supply boreholes.

Although SPM is a member of the Lebalelo Water Users Association (LWUA) and has applied for a specific daily off-take volume of service water to support the future planned mining tonnages, the LWUA allocation is limited. There may therefore be insufficient raw water for the project, which would need to be supplemented from groundwater boreholes.

Infrastructure

SRK recommends that SPM engages with Eskom to see if the budget quotation process was completed, to reduce the risk of increased quotation fees at the time Eskom is requested to provide the budget quotation.

The mine needs to engage with Eskom to determine whether the Eskom main incoming substation on site can be moved south of the UG2 sub-crop, to reduce the impact from potential open pit mining by others.

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Effective Date: 31 December 2021

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Tailings Storage Facility

Geotechnical investigation of the selectedTSF site, including test pitting and drilling, will be required to confirm the nature of the underlying strata as part of the detailed design of the facility.

Based on data made available, SRK does not believe that the facility has been designed to ensure full compliance with the Global Industry Standard on Tailings Management requirements (GISTM). Further studies, such as brittle failure analyses and depositional strategies pertaining to the construction of the facility, will need to be undertaken prior to construction of the TSF.

Environmental

The proposed changes to the approved Mphahlele EIA and EMPr will need to reflect the changed project description, which will require environmental authorization prior to construction commencing.

An application for a WUL for the Project will need to be applied for and the relevant specialist studies will need to be updated accordingly.

Social

The Mphahlele Project will in future need to secure and retain the necessary social licence to operate, through maintaining good stakeholder relations and honouring its Social and Labour Plan and other commitments to stakeholders. SPM as the developer of the proposed mine will have to address the same challenges and risks associated with the level of community expectations, legacy of past mining experiences on trust relationships and a complex local governance arrangement as for its existing operations, by adopting an integrated and holistic approach.

Economic Analysis

The economic analysis of the Mphahlele Project has been done at an effective level of a pre-feasibility study as defined by SK1300, which is more advanced than an initial assessment.

The economic analysis of the Mphahlele Project is based on a detailed LoM plan which exploits Probable Mineral Reserves that are derived from Measured and Indicated Mineral Resources. SPM will only declare Proved Mineral Reserves for an underground operation when the required development to support a mining block has been established and the ore block has been sampled. No Inferred Mineral Resources have been included in the LoM plan nor the cash flow analysis.

Use of the CRU price deck (Table 15.2) yields a real-terms post-tax NPV_9.0% of ZAR6.30bn, an operating margin of 45% and an IRR of 20%. Peak funding of ZAR5.92bn is projected with a payback of eight years. The average LoM steady-state underground operating costs are ZAR1 736/t milled and ZAR14 267/oz 4E.

The twin-sensitivity tables show that the Mphahlele Project is most sensitive to changes in Revenue and least sensitive to changes in Capex.

The financial results and twin sensitivities reflect 100% of the Mphahlele Project and not the 75% attributable to SPM.

The TRS contains statements of a forward-looking nature. The achievability of the projections, LoM plans, budgets and forecast TEPs as included in the TRS is neither warranted nor guaranteed by SRK. The projections cannot be assured as they are based on economic assumptions, many of which are beyond the control of the Company or SRK.

SRK Report date: 14 April 2022
Effective Date: 31 December 2021

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Table of Contents

1	INTRODUCTION			1
	1.1	Registrant		8
	1.2	Terms of reference and purpose of TRS		9
	1.3	Sources of information		10
	1.4	Details of personal inspection		10
	1.5	Qualified Persons		10
		1.5.1	Independence	10
		1.5.2	Consent	11
	1.6	Previous TRS		11
	1.7	Effective Date		11
2	PROPERTY DESCRIPTION			12
	2.1	Location of property		12
	2.2	South African Regulatory Environment		12
		2.2.1	Constitution of the Republic of South Africa Act	12
		2.2.2	The Mineral and Petroleum Resources Development Act	12
		2.2.3	The Mineral and Petroleum Resources Development Amendment Bill	13
		2.2.4	The Mining Charter	13
		2.2.5	Mineral and Petroleum Resources Royalty Act	14
		2.2.6	Income tax	14
		2.2.7	Carbon tax	14
		2.2.8	South African Environmental Legislation	14
	2.3	Mineral Rights		18
		2.3.1	BEE/HDSA Ownership of Rights	18
		2.3.2	Mining Rights	18
		2.3.3	Chromite Rights	19
		2.3.4	Prospecting Rights	19
		2.3.5	Surface Rights	19
		2.3.6	Land Claims	19
		2.3.7	Legal Proceedings	19
	2.4	Property encumbrances and permitting requirements		21
	2.5	Significant Factors and Risks affecting access, title		21
	2.6	Royalty interest in the property		22
3	ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY			23
	3.1	Topography, elevation and vegetation		23
	3.2	Access		23
	3.3	Climate		23
	3.4	Infrastructure availability, including bulk services, personnel and supplies		23
4	HISTORY			24
	4.1	Previous Operations, Operators		24
	4.2	Exploration and development work		24
5	GEOLOGICAL SETTING, MINERALIZATION AND DEPOSIT			26
	5.1	Regional, local and project geology		26
		5.1.1	Merensky Reef Layer	31
		5.1.2	UG2 Chromitite Layer	32
		5.1.3	Geological Structures	32
	5.2   Deposit type			33
6	EXPLORATION			35
	6.1	Exploration (other than drilling)		35

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	6.2	Drilling and Sampling		35
	6.3	Hydrogeology characterization		36
	6.4	Geotechnical data, testing and analysis		37
		6.4.1	Core logging	37
		6.4.2	Laboratory testing	38
		6.4.3	Rock mass classification	38
	6.5	Property plan with drill hole locations		39
7	SAMPLE PREPARATION, ANALYSES AND SECURITY			40
	7.1	On-site sample preparation methods and quality control measures		40
	7.2	Sample preparation, assaying and laboratory procedures		40
	7.3	Quality control procedures and quality assurance actions		40
		7.3.1	1 October 2007 NI 43-101 QA/QC Report	41
		7.3.2	QA/QC insertion subsequent to 1 October 2007	41
	7.4	Adequacy of sample preparation, security and analytical procedures		44
	7.5	Unconventional analytical procedures		44
8	DATA VERIFICATION			45
	8.1	Data verification procedures applied		45
	8.2	Limitations in data verification		45
	8.3	Adequacy of data		45
9	MINERAL PROCESSING AND METALLURGICAL TESTING			46
	9.1	Nature of mineral processing, metallurgical testing and analytical procedures		46
		9.1.1	Introduction	46
		9.1.2	Radiometric Sorting (Rados) Test Work	46
		9.1.3	Milling and Flotation Test Work	46
		9.1.4	Test work Interpretation and Plant Circuit Selection	48
	9.2	Representivity of test samples		48
	9.3	Testing laboratory and certification		48
	9.4	Plant recovery and deleterious factors/elements		48
	9.5	Adequacy of data		48
10	MINERAL RESOURCE ESTIMATES			50
	10.1	Key assumptions, parameters and methods used to estimate mineral resources		50
		10.1.1	Mineral Resource cut	50
		10.1.2	Wireframe modeling	51
		10.1.3	Compositing	52
		10.1.4	Data statistics and capping	53
	10.2	Mineral Resource estimation		59
	10.3	Mineral Resource classification criteria		69
	10.4	Reasonable Prospects of Economic Extraction (RPEE)		71
	10.5	Mineral Resource Statement		73
		10.5.1	Reconciliation of Mineral Resources	77
	10.6	Metal or mineral equivalents		77
11	MINERAL RESERVE ESTIMATES			78
	11.1	Key assumptions, parameters and methods used to estimate Mineral Reserves		78
	11.2	Mineral Reserve estimates		79
	11.3	Cut-off grade calculation		82
	11.4	Mineral Reserve classification criteria		82
	11.5	Metal or mineral equivalents		83
	11.6	Risk Factors to Mineral Reserve estimates and Modifying Factors		83
12	MINING METHODS			84
	12.1	Geotechnical and hydrogeological parameters relevant to mine designs		84
		12.1.1	Stope hangingwall conditions	85
		12.1.2	Performance of in-stope pillar	85

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		12.1.3	Monitoring of critical excavations	85
		12.1.4	Verification of rock mass data	85
		12.1.5	Validation of support performance	85
	12.2	Production rates, mine life, mining dimensions, mining dilution/recovery factors		85
		12.2.1	Production rate	85
		12.2.2	Mine life	86
		12.2.3	Mining dimensions	86
		12.2.4	Mining dilution/recovery factors	86
	12.3	Access, underground development and backfilling		86
		12.3.1	Mine access	86
		12.3.2	Development	88
		12.3.3	Mining method	89
		12.3.4	Backfilling	92
		12.3.5	Ventilation	92
		12.3.6	Service infrastructure	95
	12.4	Required mining fleet, machinery and personnel		95
		12.4.1	Mining equipment	95
		12.4.2	Manpower	96
	12.5	Final mine outline		97
13	PROCESSING AND RECOVERY METHODS			98
	13.1	Description of flowsheet		98
		13.1.1	RoM ore handling	98
		13.1.2	Secondary crushing	98
		13.1.3	Primary milling	98
		13.1.4	Primary Rougher Flotation	98
		13.1.5	Secondary Milling	100
		13.1.6	Secondary Rougher Flotation	100
		13.1.7	Primary Cleaner Flotation	100
		13.1.8	Secondary Cleaner Flotation	100
		13.1.9	Concentrate Dewatering	100
		13.1.10	Concentrate Filtration	100
		13.1.11	Tailings Dewatering and disposal	100
		13.1.12	Water distribution	100
		13.1.13	Reagents	100
		13.1.14	Metal Accounting and Sampling	100
	13.2	Plant throughput and design, specifications		100
		13.2.1	General RoM Characteristics	101
		13.2.2	Rados Design Criteria	101
		13.2.3	Crushing (Primary)	101
		13.2.4	Primary Milling	102
		13.2.5	Primary Rougher Flotation	102
		13.2.6	Primary Cleaner Flotation	102
		13.2.7	Secondary Milling	102
		13.2.8	Secondary Rougher Flotation	102
		13.2.9	Secondary Cleaner Flotation	103
		13.2.10	Concentrate Thickening and Dispatch	103
		13.2.11	Tailings Disposal	103
		13.2.12	Reagents	103
	13.3	Requirements for energy, water, consumables and personnel		103
	13.4	Non-commercial process or plant design		104
14	INFRASTRUCTURE			105
	14.1	Surface infrastructure		105
		14.1.1   Surface infrastructure map		105

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		14.1.2	Portal boxcuts	105
	14.2	Underground infrastructure		105
		14.2.1	Underground dewatering	105
	14.3	Underground workshops		105
	14.4	Electrical Infrastructure		108
		14.4.1	Bulk power supply	108
		14.4.2	Internal power supply reticulation	109
		14.4.3	Control and Communications	109
	14.5	Bulk water supply		110
		14.5.1	Olifant’s River Water Resources Development Project (ORWRDP)	110
		14.5.2	Wellfields water supply	110
		14.5.3	Potable water supply	110
		14.5.4	Water management systems including storm water	111
		14.5.5	Water holding facilities	111
	14.6	Storm water management infrastructure		111
	14.7	Tailings Disposal		111
15	MARKET STUDIES			114
	15.1   Historical prices			114
	15.2   Uses for metals produced			115
	15.3   Market – Supply and Demand			116
	15.4   Agency relationships, commodity price projections			117
		15.4.1   Agency relationships		117
		15.4.2   Three-year trailing average and spot prices		117
		15.4.3   CRU Price/Fx projections		117
	15.5   Material contracts			119
		15.5.1   Impala concentrate refining/smelting		119
		15.5.2   Trafigura Concentrate Offtake Agreement (Trafigura Offtake)		119
		15.5.3   Mining contracts		121
16	ENVIRONMENTAL STUDIES, PERMITTING, COMMUNITY AGREEMENTS			122
	16.1   Socio-economic Setting			122
	16.2   Project Description			122
	16.3   Results of environmental studies			122
	16.4   Requirements and plans for waste and tailings disposal and water management			123
		16.4.1   Tailings disposal		123
		16.4.2   Water Management		123
	16.5   Project permitting requirements and reclamation bonds			123
		16.5.1   Future authorizations, licences and permit requirements		123
		16.5.2   Approved EMPr		123
		16.5.3   Future permit requirements		123
		16.5.4   Social and Labour Plan		123
		16.5.5   Social aspects		124
	16.6   Agreements with local communities			125
	16.7   Mine closure plans and associated costs			125
	16.8   Adequacy of plans to address compliance and permitting			126
		16.8.1   Main water issues		126
		16.8.2   Other environmental issues		126
		16.8.3   Social issues		126
	16.9   Commitments for local procurement and hiring			127
17	CAPITAL AND OPERATING COSTS			128
	17.1	Capital and Operating Costs		128
		17.1.1	Capital Costs	128
	17.2	Operating Costs		129
	17.3	Risks with engineering estimation methods		131

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		17.3.2	Operating Costs Risks	131
18	ECONOMIC ANALYSIS			132
	18.1	Key assumptions, parameters and factors		132
		18.1.1	Concentrator Feed	132
		18.1.2	Plant Recoveries	132
		18.1.3	Commodity Prices and Exchange Rates	132
		18.1.4	Operating Costs	133
		18.1.5	MPRDA Royalty	133
		18.1.6	Taxation and government levies	133
		18.1.7	Discount rate	133
	18.2	Results of economic analysis		134
		18.2.1   Annual cash flow forecasts		134
		18.2.2   Economic viability measures		139
	18.3	Sensitivity analysis		139
		18.3.1   Discussion of results		140
	18.4	Economic analysis in an initial assessment		140
19	ADJACENT PROPERTIES			141
	19.1	Public disclosure of adjacent property		141
	19.2	Source of information		142
	19.3	Non-verified information		142
	19.4	Adjacent property information		142
		19.4.1	Limpopo Project	142
		19.4.2	Zondernaam Project	143
		19.4.3	Lesego Platinum Project	143
20	OTHER RELEVANT DATA AND INFORMATION			145
	20.1	Project implementation		145
		20.1.1	Key project objectives	145
		20.1.2	Execution methodology	145
		20.1.3	Safety, Health and Environment and Quality (SHEQ)	146
		20.1.4	Organization and staffing	146
		20.1.5	Implementation schedule	148
		20.1.6	Alternative Implementation Strategy	149
	20.2	Occupational Health and Safety		149
	20.3	Risk assessment		149
		20.3.1	Introduction	149
		20.3.2	Development of Understanding of Risk Profile	150
		20.3.3	Risk Assessment Approach	150
		20.3.4	Description of Specific Risk Elements	152
		20.3.5	Potential economic impact of COVID-19	156
		20.3.6	Risk assessment results	156
		20.3.7	Opportunities	157
21	INTERPRETATION AND CONCLUSIONS			159
	21.1	Exploration, Data and Mineral Resources		159
	21.2	Hydrogeology		160
	21.3	Mineral Processing		160
	21.4	Mining		160
		21.4.1	Geotechnical parameters relevant to mine design	160
		21.4.2	Ventilation	160
	21.5	Processing and Recovery Methods		160
	21.6	Infrastructure		161
		21.6.1	Surface and underground infrastructure	161
		21.6.2	Electrical infrastructure	161
		21.6.3	Bulk water supply	161

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		21.6.4	Storm water management	161
		21.6.5	Tailings	161
	21.7	Environmental		162
	21.8	Social		162
	21.9	Capital costs		162
		21.10.1	Alternative Implementation Strategy	162
	21.11	Principal issues identified from risk assessment		162
	21.12	Opportunities		163
	21.13	Economic Analysis		163
22	RECOMMENDATIONS			154
	22.1	Geological interpretation, modeling and exploration		154
	22.2	Hydrogeology and Hydrology		155
	22.3	Geotechnical data and design		155
	22.4	Ventilation		166
	22.5	Mineral Processing, Metallurgical Testing and Recovery Methods		166
	22.6	Infrastructure		166
		22.6.1	Surface and underground infrastructure	166
		22.6.2	Electrical infrastructure	166
		22.6.3	Tailings	166
	22.7	Environmental and Permitting		166
		22.7.1	Once-off environmental management and monitoring set-up costs	166
		22.7.2	Ongoing environmental management, monitoring and reporting	166
	22.8	LoM closure liability calculations		167
	22.9	Post-closure environmental management, monitoring and reporting		167
	22.10	Social		168
23	RELIANCE ON INFORMATION PROVIDED BY REGISTRANT			169
24	REFERENCES			170
	24.1	Documents provided by the Company		170
	24.2	Public Domain Documents		170
25	DATE AND SIGNATURE PAGE			172

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List of Tables

Table 2.1:	Co-ordinates of Mphahlele	12
Table 2.2:	Summary table of the PGM Assets, Mineral Rights and Surface Rights	18
Table 4.1:	Summary of historical development	24
Table 6.1:	Summary of laboratory tests conducted	38
Table 6.2:	MRMR for the Merensky and UG2 orebodies	39
Table 7.1:	Summary of reference material results	42
Table 7.2:	Statistics on Lakefield Genalysis anomalous umpire assays	43
Table 7.3:	Statistics on Lakefield Genalysis umpire assays	43
Table 7.4:	Statistics on standards submitted to Genalysis	44
Table 9.1:	Average head grade from samples	47
Table 9.2:	UG2 composite sample work indices	47
Table 10.1:	Statistics of the grade variables for the full width composites per seam	53
Table 10.2:	Statistics of the estimated metal accumulation variables for the full width composites per seam	53
Table 10.3:	Estimation of grid dimensions	60
Table 10.4:	UG2 semi-variogram model parameters	64
Table 10.5:	Search pass strategy	64
Table 10.6:	Geological loss discount factors applied to the Mineral Resource reporting	69
Table 10.7:	Commodity price and exchange rate assumptions for cut-off calculations	71
Table 10.8:	Parameters used in the CoG calculations for the MR and UG2 Reefs (based on underground mining methods)	72
Table 10.9:	SRK audited PGM INCLUSIVE attributable Mineral Resource statement, effective 31 December 2021	75
Table 10.10:	SRK audited PGM EXCLUSIVE attributable Mineral Resource statement, effective 31 December 2021	76
Table 10.11:	Mphahlele Mineral Resource Comparison (75% attributable, inclusive basis)	77
Table 11.1:	Modifying factors for the Mphahlele Project	78
Table 11.2:	Geotechnical design criteria (UG2 mine design)	78
Table 11.3:	Pillar extraction based on factor of safety with increasing depth below surface	79
Table 11.4:	SRK audited PGM Mineral Reserves for Mphahlele Project at 31 December 2021 (attributable to SPM)	81
Table 11.5:	Mphahlele Mineral Reserve Comparison (75% attributable)	82
Table 11.6:	Cut-off calculation parameters in mine design	82
Table 12.1:	Summarized design aspects and methodology employed	84
Table 12.2:	Summary of mine design criteria	84
Table 12.3:	Support design for development excavations	84
Table 12.4:	Stoping and total dilution	86
Table 12.5:	Portal excavation dimensions	87
Table 12.6:	Development dimensions and advance rates	88
Table 12.7:	Mine/ventilation design parameters (UG2)	93
Table 12.8:	UG2 ventilation infrastructure	94
Table 12.9:	Equipment complements	95
Table 12.10:	Mining manpower complement at steady state (UG2)	96
Table 13.1:	General RoM characteristics	101
Table 13.2:	Rados criteria	101
Table 13.3:	Crushing criteria	101
Table 13.4:	Primary milling criteria	102
Table 13.5:	Primary rougher flotation criteria	102
Table 13.6:	Primary cleaner and recleaner flotation criteria	102
Table 13.7:	Secondary milling criteria	102
Table 13.8:	Secondary rougher flotation criteria	102
Table 13.9:	Secondary cleaner, recleaner and re-recleaner flotation criteria	103
Table 13.10:	Concentrate criteria	103
Table 13.11:	Tailings disposal criteria	103
Table 13.12:	Reagents criteria	103
Table 14.1:	Electrical loads at full production	109

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Table 15.1:	Three-year trailing average and spot values at 31 December 2021)	117
Table 15.2:	CRU price deck (CRU, 2021; CRU, 2022; UBS, 2020)	118
Table 15.3	Aggregate of treatment charges and penalties (based on Trafigura Offtake)	120
Table 17.1:	Capital Estimate Summary and Schedule	128
Table 17.2:	Capitalized Operating Costs	128
Table 17.3:	Major capital items (excluding contingency)	129
Table 17.4:	Capex Contingencies	129
Table 17.5:	Mining Opex for Block A and Block B (in 2031 for illustrative purposes)	130
Table 17.6:	Concentrator Opex (2031 used for illustrative purposes)	130
Table 17.7:	TSP circuit Opex	130
Table 17.8:	G&A Opex	131
Table 18.1:	Derivation of the USD-denominated WACC for SPM	133
Table 18.2:	Production parameters (2022 to 2036)	135
Table 18.3:	Production parameters (2037 to 2051)	136
Table 18.4:	Real terms cash flow parameters (2022 to 2036)	137
Table 18.5:	Real terms cash flow (2037 to 2051)	138
Table 18.6:	Key financial results from Mphahlele TEM Cash Flow	139
Table 18.7:	TEM – variation in real NPV9.0% based on twin (6E basket price and exchange rate) sensitivities)	139
Table 18.8:	TEM – variation in real NPV9.0% based on twin (revenue and Opex) sensitivities	140
Table 18.9:	TEM – variation in real NPV9.0% based on twin (Capex and Opex) sensitivities	140
Table 19.1:	Mineral Resource statement for Sibanye-Stillwater’s Limpopo Project at 31 December 2020	143
Table 19.2:	Mineral Resource statement for Sibanye-Stillwater’s Zondernaam Project at 31 December 2020	144
Table 19.3:	Mineral Resource statement for the Lesego Platinum Project at August 2018	144
Table 20.1:	Preliminary target implementation dates	148
Table 20.2:	Likelihood of events occurring	151
Table 20.3:	Severity/Consequences of the risk	151
Table 20.4:	Risk ratings	152
Table 20.5:	Assets Risk Assessment summary (before and after mitigation, as appropriate)	157
Table 22.1:	Summary exploration budget for 2022 to 2031 (all amounts in ZARm)	164
Table 22.2:	Estimated initial environmental set-up costs	167
Table 22.3:	Estimated annual environmental management costs – operational phase	167
Table 22.4:	Estimated annual environmental management costs – post closure	18

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Table of Figures

Figure 1.1:	SPM – simplified corporate structure and interests in PGM assets	9
Figure 1.2:	Isometric view of UG2 Mine Design	9
Figure 2.1:	Locality plan of SPM’s PGM Assets and Mphahlele Project in South Africa	20
Figure 2.2:	Locality of Mphahlele and extent of Mineral Rights	21
Figure 4.1:	Aeromagnetic survey, reduced to the pole residual total field	25
Figure 5.1:	Regional geology of the Bushveld Complex and its country rocks	28
Figure 5.2:	Local geology and stratigraphy	29
Figure 5.3:	Stratigraphic section of the Critical Zone stratigraphy to the local stratigraphy at Mphahlele	30
Figure 5.4:	Schematic cross section	31
Figure 5.5:	MR and UG2 grade distributions	34
Figure 6.1:	Geotechnically-logged drill hole positions across the Mphahlele mining area	37
Figure 6.2:	Drill hole collar locations relevant to the MR and UG2	39
Figure 7.1:	Scatter plot of 4E umpire assays	44
Figure 10.1:	Plan view of interpreted fault and lineaments overlain on the first vertical derivative of the aeromagnetic survey	51
Figure 10.2:	Plan view of the faulted UG2 and MR vein (seam) model coloured by face dip	52
Figure 10.3:	Histogram of composite grades for the MR	54
Figure 10.4:	Histogram of composite grades for the UG2	55
Figure 10.5:	Histogram of composite metal accumulations for the MR	56
Figure 10.6:	Histogram of composite metal accumulations for the UG2	57
Figure 10.7:	Box plots of composite grades for the MR (left) and UG2 (right)	59
Figure 10.8:	Scatter plot for the UG2 PGM and Au metal accumulation	61
Figure 10.9:	Experimental semi-variograms and cross semi-variograms for the UG2 PGM and Au accumulations	62
Figure 10.10:	Experimental semi-variograms and cross semi-variograms for the UG2 base metal accumulations	63
Figure 10.11:	Experimental semi-variograms for the UG2 density and thickness	63
Figure 10.12:	Plan view of grade estimates for the MR	65
Figure 10.13:	Plan view of grade estimates for the UG2	66
Figure 10.14:	Plan view of PGM grade estimates for the UG2	67
Figure 10.15:	Plan view of vertical thickness of the MR and UG2	68
Figure 10.16:	Plan view of Mineral Resource classification assigned to the Merensky and UG2	71
Figure 10.17:	Grade tonnage curves for the MR and UG2	73
Figure 11.1:	Portion of UG2 Mineral Resources converted to Mineral Reserves	80
Figure 11.2:	UG2 grades	81
Figure 12.1:	LoM mining schedule	86
Figure 12.2:	Mining areas (on UG2)	87
Figure 12.3:	Schematic portal layout	88
Figure 12.4:	Development naming conventions (isometric view)	89
Figure 12.5:	Mine design connections (plan view)	89
Figure 12.6:	Schematic UG2 mining layout (cross section)	90
Figure 12.7:	Schematic UG2 mining layout (longitudinal section)	91
Figure 12.8:	Planned rib pillar recovery	92
Figure 12.9:	High-level structure for the mining department	96
Figure 12.10:	Final mine outline	97
Figure 13.1:	Process flow diagram for concentrator	99
Figure 14.1:	Surface layout	106
Figure 14.2:	Layout of Portal A – surface infrastructure	107
Figure 14.3:	Layout of Portal B – surface infrastructure	108
Figure 14.4:	Candidate sites for TSF	112
Figure 14.5:	Site layout (at selected Site 2)	113
Figure 15.1:	Five-year historical USD/oz price graphs for 6E PGMs	114
Figure 15.2:	Five-year historical USD/lb prices for Cu and Ni	115
Figure 15.3:	Five-year historical ZAR:USD exchange rate	115

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Figure 15.4:	CRU’s Pt, Pd and Rh supply-demand outlook	116
Figure 18.1:	Annual mill feed	132
Figure 19.1:	Location map of properties adjacent to Mphahlele	141
Figure 20.1:	Preliminary organization chart	142
Figure 20.2:	Preliminary project schedule	149

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1 INTRODUCTION

[§229.601(b)(96)(iii)(B)(2)]

1.1 Registrant

[§229.601(b)(96)(iii)(B)(2)(i)] [SR1.1(i), SR5.1(i)]

Sedibelo Platinum Mines Ltd (SPM, also referred to as the Company), a limited public company with its registered office in the Channel Island of Guernsey, is involved in the exploration, development, operation and processing of Platinum Group Metals (PGM) mineral deposits in the Bushveld Complex (BC) in South Africa. These include the operating Pilanesberg Platinum Mine (PPM) and the Sedibelo, Magazynskraal, Kruidfontein and Mphahlele Projects.

A simplified corporate structure for SPM, formerly Platmin Limited (Platmin), with its various PGM deposits is shown in Figure 1.1. The shareholders and interests held in SPM are Bakgatla Ba-Kgafela Tribe (BBKT, 25.7%), Industrial Development Corporation of South Africa (IDC, 15.7%), NGPMR (Cayman) LP (6.9%), Pallinghurst EMG African Queen LP (6.7%), Gemfields Resources Fund LP (6.5%), AMCI ConsMin (Cayman) LP (5.5%), Smedvig G.P. Limited (5.5%), Rustenburg Platinum Mines Ltd (RPM, 5.4%), Telok Ayer Street VI Limited (5.2%) and Investec Bank Limited (4.6%), with the remaining 12.3% held by various minority shareholders. Platmin Limited delisted from the Toronto Stock Exchange in Canada and requested that its shares be suspended on the JSE Limited (JSE) in South Africa in December 2011.

SPM has a 75% indirect interest in the Mphahlele PGM Project, with the remainder held by a grouping of Historically Disadvantaged South Africans (HDSAs), which includes the Mphahlele Traditional Community. A more-detailed corporate structure is included in the F-1 registration statement and is not repeated here.

This Technical Report Summary (TRS) deals with SPM’s Mphahlele PGM Project (also referred to as Mphahlele, or the Project), which envisages the production from two underground mining blocks, A and B (Figure 1.2).

An integrated feasibility study for the exploitation of the Mphahlele Project mining only the UG2 chromitite reef was completed in December 2020 (the 2020 FS). While the engineering designs for the mining, surface infrastructure, underground infrastructure and ventilation were done to a feasibility study level of confidence, certain aspects do not satisfy the SK1300 requirements of a feasibility study, as follows:

· The mine design was changed to allow for partial pillar reclamation on retreat [pre-feasibility study status];

· The concentrator plant capacity was increased from 115 ktpm to 125 ktpm to allow for processing of all Run-of-Mine (RoM) ore if the Rados plant (refer to Section 9.1.2 for an explanation of the Rados technology) is not available;

· The capital estimate for the plant was based on a repriced bill of quantities (BOQ) for an 80 ktpm plant which was adapted from the 2009 study and then factored for the 115 ktpm and 125 ktpm plant capacities. These capital estimates include contingencies that are >10% [not at feasibility study status];

· Permitting requirements are identified but not finalized. Environmental and social impact studies and specialist studies still have to be conducted based on the project design [pre-feasibility status];

· Closure planning is limited to a description of the likely activities to be undertaken without any closure risk assessment or detailed closure planning [pre-feasibility status];

· Geotechnical drilling is still required at the boxcuts and along the decline spines for detailed design purposes [pre-feasibility study status]; and

· Geotechnical assessment is required for foundation designs at the sites for the plant and tailings storage facility (TSF) [pre-feasibility study status].

Since the level of confidence in an engineering study is as good as the lowest common denominator, the above aspects indicate the Mphahlele Project should be classified as a pre-feasibility study in terms of Table 1 to Paragraph (d) in SK1300 [§229.1302(d)]. This implies a Capital expenditure (Capex) and Operating expenditure (Opex) accuracy of ±25% and overall project contingency of ≤15% should be achieved.

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1.2 Terms of reference and purpose of TRS

[§229.601(b)(96)(iii)(B)(2)(ii)] [SR1.1(i)]

Terms of Reference

SPM commissioned SRK Consulting (South Africa) (Pty) Ltd (SRK) to compile this Technical Report Summary of the Mphahlele Project according to Item 601 of the United States Securities and Exchange Commission’s (SEC’s) Subpart 1300 of Regulation S-K (SK1300), under the Securities Act of 1933 and the Securities Exchange Act of 1934.

	MPHAHLELE PGM PROJECT Simplified Corporate Structure and interests in PGM Assets	Project No. 576060

Figure 1.1: SPM – simplified corporate structure and interests in PGM assets

	MPHAHLELE PGM PROJECT Isometric view of UG2 Mine Design (Viewed perpendicular to reef approximately north-northwest)	Project No. 576060

Figure 1.2: Isometric view of UG2 Mine Design

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Purpose

This report is the first Technical Report Summary for SPM’s Mphahlele Project and supports the disclosure of Mineral Resources and Mineral Reserves at 31 December 2021. The Mineral Resources and Mineral Reserves have been prepared and reported according to the requirements of the SAMREC Code (2016 Edition), which is consistent with CRIRSCO’s International Minerals Reporting Code Template adopted by SK1300.

This TRS report is compiled to support SPM’s proposed filing of a F-1 prospectus with the SEC as part of a registration statement.

Compliance

This report uses a shorthand notation to demonstrate compliance with Item 601 of Regulation SK1300 and disclosure requirements of the SAMREC Code, as follows:

· [[§229.601(b)(96)(iii)(B)(2)] represents sub-section (iii)(B)(2) of section 96 of CFR 229.601(b) (“Item 601 of Regulation S-K”); and

· [SR1.1] represents item 1.1 - Property Description of Table 1 of the SAMREC Code (2016 Edition).

No previous TRS for the Mphahlele Project has been filed, so that no update of a previous TRS is applicable.

1.3 Sources of information

[§229.601(b)(96)(iii)(B)(2)(iii)]

Sources of information and data used in the preparation of the TRS are included in Section 24.

SPM has confirmed in writing that to its knowledge, the information provided by it to SRK was complete and not incorrect, misleading or irrelevant in any material aspect. SRK has no reason to believe that any material facts have been withheld.

1.4 Details of personal inspection

[§229.601(b)(96)(iii)(B)(2)(iv)] [SR1.1(iii)]

SRK has conducted inspection visits to the Mphahlele Project, as follows:

· Inspection of the project area, drilling programme and core storage shed by a Principal Resource Geologist employed by SRK on 4 August 2007;

· Inspection of the core yard and selected core intersections by a Principal Resource Geologist employed by SRK on 13 March 2008;

· Inspection of project area and selected drill core in the core storage yard by a Senior Resource Geologist employed by SRK on 22 October 2013. The logging and sampling of selected drill holes was validated against the drill hole logs and database; and

· Inspection of the site and surrounding areas by an Associate Consultant employed by SRK- on 22 October 2013.

Other than the small-scale artisanal mining along the chromitite seams immediately north of the UG2 subcrop, there has not been any activity on the Mphahlele Project since 2013. Since no physical exploration work of any form has been conducted on the property since these dates, SRK considers these site visits to still be relevant.

1.5 Qualified Persons

[§229.1302(b)(1)(ii)] [SR7.1(i), SR9.1(i)(ii)]

This report was prepared by SRK Consulting (South Africa) (Pty) Ltd, a third-party consulting firm comprising mining experts in accordance with §229.1302(b)(1). SPM has determined that SRK meets the qualifications specified under the definition of qualified person in §229.1300.

References to the Qualified Person, or QP, in this report are references to SRK Consulting (South Africa) (Pty) Ltd and not to any individual employed at SRK.

1.5.1 Independence

Neither SRK nor any of its employees or associates employed in compiling this TRS for the Mphahlele Project, nor any directors of SRK, have at the date of this report, nor have had within the previous two years, any

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shareholding in the Company, SPM’s subsidiary companies, Kelltech Limited, BBKT, PPM, the PPM-Sedibelo-Magazynskraal, Mphahlele and Kruidfontein Projects, SPM’s other PGM assets, any of the Company’s Advisors, or any other pecuniary, economic or beneficial interest, or the right to subscribe for such interest, whether direct or indirect, in the Company, SPM’s subsidiary companies, Kelltech Limited, BBKT, PPM, the PPM-Sedibelo-Magazynskraal, Mphahlele and Kruidfontein Projects, SPM’s other PGM assets, any of the Company’s advisors or the outcome of the work.

Consequently, SRK considers itself to be independent of the Company, its directors, senior management and Advisors.

1.5.2 Consent

SRK has given, and has not withdrawn, its written consent for the inclusion of this TRS report in any documentation in support of SPM’s proposed filing of a prospectus with the SEC as part of a registration statement.

1.6 Previous TRS

[§229.601(b)(96)(iii)(B)(2)(v)]

This is the first TRS for the Mphahlele Project to be filed by SPM in support of the reporting of Mineral Resources and Mineral Reserves for the project.

1.7 Effective Date

[§229.1302(b)(iii)(3)] [SR9.1(iii)]

The effective date of the TRS is 31 December 2021, which satisfies the SK1300 requirement of a current report.

The life-of-mine (LoM) plans and associated technical and economic parameters (TEPs) included in the techno-economic model (TEM) all commence on 1 July 2021.

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2 PROPERTY DESCRIPTION

[§229.601(b)(96)(iii)(B)(3)]

2.1 Location of property

[§229.601(b)(96)(iii)(B)(3)(i)] [SR1.2(i)]

Mphahlele is in the northern part of the eastern limb of the Bushveld Complex in the Limpopo Province of South Africa. The Project is located within the Lepelle-Nkumpi Local Municipality and Capricorn District Municipality, 5 km southeast of Lebowakgomo, some 70 km east of the town of Mokopane and 50 km south of Polokwane (Figure 2.1). The Project is located mainly on the farm Locatie van M’Phatlele 457KS; a small section of the mine access and plant road (and associated power and water services corridor) will be located on the remaining extent of the farm Voorspoed 458KS.

Various formal and informal villages under the authority of the Bakgaga Ba Mphahlele Tribal Authority with associated crop fields and grazing lands occur in the surrounding areas.

The densely populated areas are located north and west of the mineralized area, and do not represent an impediment to future exploitation of the resource. The proposed project area is mainly rural and sufficient land is available for infrastructure, plant and tailings dams. The predominant land uses within and adjacent to the project include residential areas, subsistence dry land agriculture, small-scale commercial agriculture and livestock grazing.

The co-ordinates for the Mphahlele Project, taken as the centre of Portal A, are shown in Table 2.1.

Table 2.1: Co-ordinates of Mphahlele

Projection: TM (WGS System) Ellipsoid: WGS 1984 LO 29 East
WGS29 Co-ordinates		Geographical Co-ordinates
Y	X	Latitude	Longitude
-59 768.0320	+2 693 880.1968	24º20’50.21”S	29º35’20.31”E

2.2 South African Regulatory Environment

[§229.601(b)(96)(iii)(B)(2)(iv)] [SR1.2, SR1.5, SR1.6, SR4.3(iv), SR5.5]

A brief overview of the regulatory environment in South Africa within which SPM operates and which affects the Mphahlele Project is summarized below.

2.2.1 Constitution of the Republic of South Africa Act

Section 24 of The Bill of Rights in the Constitution of the Republic of South Africa Act No. 108 of 1996 affords every citizen the right:

· To an environment that is not harmful to their health or well-being;

· To have the environment protected, for the benefit of present and future generations, through reasonable legislative and other measures that;

o Prevent pollution and ecological degradation;

o Promote conservation; and

o Secure ecologically sustainable development and use of natural resources while promoting justifiable economic and social development.

The Constitution is the supreme law of the Land, all conduct and legislation inconsistent with its contents is unlawful and will be set aside.

2.2.2 The Mineral and Petroleum Resources Development Act

The Mineral and Petroleum Resources Development Act No 28 of 2002 (MPRDA) was promulgated by the South African Parliament during July 2002 and came into effect on 1 May 2004. The MPRDA is the key legislation in governing prospecting and mining activities within South Africa. It details the requirements and processes which need to be followed and adhered to by mining companies. The Department of Mineral Resources and Energy

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(DMRE) is the delegated authority to deal with all mining related applications and the designated authority to administer this act.

Under the MPRDA, new order prospecting rights (NOPRs) are initially granted for a maximum period of five years and can be renewed once upon application for a further period of up to three years. New order mining rights (NOMRs) are valid for a maximum period of 30 years and can be renewed on application for further periods, each of which may not exceed 30 years. A wide range of factors and principles, including proposals relating to black economic empowerment (BEE), social responsibility and evidence of an applicant’s ability to conduct mining optimally, will be pre-requisites for the approval of such applications.

Key requirements under the MPRDA are:

· A social and labour plan (SLP) which sets out a company’s commitments relating to Human Resources (HR) and socio-economic development;

· A Mine Works Programme (MWP) which provides a summary of the mining operation;

· Proof of technical and financial competence; and

· An Environmental Authorization granted, with an approved environmental management programme (EMP) in terms of National Environmental Management Act No. 107 of 1998 (NEMA).

Holders of NOMRs could have these suspended or cancelled by the Minister of Mineral Resources and Energy if such holders are deemed to be non-compliant with the empowerment requirements of the MPRDA.

All mines are required to make financial provision for the rehabilitation, closure and ongoing post decommissioning management of negative environmental impacts. Environmental liability provisioning in the South African mining industry is a requirement of the NEMA and must be agreed with the relevant regulatory authorities (mainly DMRE and the Department of Human Settlements, Water and Sanitation, DHSWS). In general, the financial provision can be made up through one or more of an insurance policy, a bank guarantee or a trust fund, based on the estimated environmental rehabilitation cost should the mine have to close immediately. The South African Revenue Service (SARS) approves contributions into a trust fund as a tax benefit. Guarantees may be required for the shortfall between the amount available in trust funds and the total estimated closure liability.

2.2.3 The Mineral and Petroleum Resources Development Amendment Bill

The Minister of Mineral Resources and Energy proposed to cabinet that the MPRDA amendment bill be scrapped.

2.2.4 The Mining Charter

To provide guidance to the mining industry regarding the fulfilment of the broad-based black economic empowerment requirements (B-BBEE), the Mining Charter was published by the DMRE on 1 May 2004 (Charter I). Charter I embraced a range of criteria against which prospecting and Mining Right Applications (MRAs) and conversion applications would be considered. These criteria included issues such as Human Resources Development (HRD), employment equity, procurement, community and rural development and ownership of mining assets by HDSAs. Charter I required that mining companies achieve 26% HDSA ownership of mining assets by 1 May 2014.

The DMRE introduced the Amended Mining Charter (Charter II) in 2010 which contained guidelines which envisaged, inter alia, that mining companies should achieve 40% HDSA demographic representation at board level by 2014.

A third version of the Mining Charter was published in June 2017 (Charter III) but was challenged by the Chamber of Mines (now referred to as Minerals Council South Africa) and subsequently withdrawn. Following consultation by the DMRE with the Minerals Council South Africa, unions and interested parties, Charter III was issued for public comment in June 2018. Following a period of public comment, the Charter III was gazetted on 27 September 2018. General legal consensus is that Charter III is an improvement on the June 2017 version but there are far reaching changes and the compliance obligations are more onerous and stringent than set out in Charter II. Among the proposed changes are a minimum 30% HDSA ownership for a new mining right, comprising 5% for qualifying employees, 5% for host mine communities and 20% for a BEE partner, of which 5% should preferably be for women. There are also prescribed procurement targets to be phased in over a period of five years.

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2.2.5 Mineral and Petroleum Resources Royalty Act

[SR1.6(i)]

The Mineral and Petroleum Resources Royalty Act No 28 of 2008 was enacted on 1 May 2009 (Royalty Act) and came into effect on 1 May 2010. The Royalty Act embodies a formula-derived royalty rate regime since it provides necessary relief for mines during times of difficulties (low commodity prices or marginal mines) and allows the fiscus to share in the benefits during time of higher commodity prices. As the final product can be either refined or unrefined, two separate formulae are given. Both formulae calculate the royalty rate based on a company’s earnings before interest and taxes (referred to as EBIT) and its aggregate gross sales for the assessment period. While the gross sales figure used in the formulae excludes transportation and handling costs, these are considered in the determination of the EBIT figure. The mineral royalty percentage rates (Y%) are based on the following formulae:

· Refined Minerals:  

· Unrefined Minerals:  

The maximum percentage rates for refined and unrefined minerals are 5.0% and 7.0% respectively. For PGMs to qualify as refined minerals, Schedule 1 of the Royalty Act requires that the PGMs are refined and smelted to a 99.9% purity. According to Schedule 2 of the Royalty Act, PGMs in concentrate at a grade of less than 150 ppm (150 g/t) are in an unrefined state.

Only royalties in terms of the Royalty Act will be applicable.

2.2.6 Income tax

[SR5.6(vii)]

The Company will be subject to income tax in South Africa according to the standard corporate tax rate.

In the budget speech of 23 February 2022, the South African Minister of Finance announced that the company tax rate would be reduced from 28% to 27% in the 2023/24 tax year. At the same time, the treatment of Assessed Losses will change, where only 80% of the assessed loss can be offset against taxable income in any given year. There is no change in the treatment of Unredeemed Capital.

The tax rate of 27% has been incorporated into the TEM.

2.2.7 Carbon tax

The Carbon Tax Act (Act No. 15 of 2019) was gazetted on 23 May 2019 together with the Customs and Excise Amendment Act (Act No. 13 of 2019).

The carbon tax will play a role in achieving the objectives set out in the National Climate Change Response Policy of 2011 (NCCRP) and the National Development Plan (NDP) of 2012 and will contribute towards meeting South Africa’s commitments to reduce greenhouse gas (GHG) emissions. The first phase of the Act will be from 1 June 2019 to 31 December 2022, and the second phase will commence in 2023 and end in 2030.

This tax does not apply to the Mphahlele Project at this stage and is not considered in the economic analysis.

2.2.8 South African Environmental Legislation

This section covers a high-level summary of selected aspects of legislation applicable to the mining industry in South Africa and relevant to SPM’s operations.

The lead agent in implementing environmental legislation in the mining industry is the DMRE.

Key environmental legislation, which is applicable to the South African mining industry, is as follows:

· NEMA, as regulated by the Department of Environment Forestry and Fisheries (DEFF). This Act over-arches South African environmental legislation and lays down basic environmental principles including duty of care, polluter pays and sustainability. NEMA provides for co-operative environmental governance based on the principles that everyone has the right to an environment that is not harmful to one’s health or well-being and enabling the administration and enforcement of other environmental management laws. Sections 28 (1) and (3) of NEMA set out the duty of care principle, which is applicable to all types of pollution and must consider any aspects of potential environmental degradation. Every person who causes, has caused or may cause significant pollution or degradation of the environment must take reasonable measures to prevent such pollution or degradation from occurring, continuing or recurring, or, in so far as such harm to the environment

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is authorized by law or cannot reasonably be avoided or stopped, to minimize and rectify such pollution or degradation of the environment. Responsibility for the implementation of NEMA, where the activities directly relate to prospecting, extraction or primary processing of a mineral resource, is delegated to the relevant provincial DMRE office. A series of regulations have been promulgated in terms of NEMA including:

o NEMA Environmental Impact Assessment (EIA) Regulations, 2014, as amended in 2017: These regulations were developed to regulate the preparation, evaluation, submission, processing and consideration of, and decision on, applications for environmental authorizations for the commencement of listed activities, in order to avoid or mitigate detrimental impacts on the environment, and to optimize positive environmental impacts. EIA Regulation Listing Notices (numbered 1, 2 and 3) identify activities that require Environmental Authorization from a competent authority prior to commencement. Section 23C of NEMA sets out the DMRE is the competent authority for Environmental Authorization where the activities directly relate to prospecting, extraction or primary processing of a mineral resource. Section 54A, introduced by the 2017 amendment, sets out that holders of EMPs and Environmental Authorizations approved prior to December 2014, and which are still in effect, must audit compliance and submit an environmental audit report to the relevant competent authority no later than 7 December 2019;

o NEMA Regulations pertaining to the Financial Provision for Prospecting, Exploration, Mining or Production Operations, 2015, as amended in 2018: The purpose of these regulations is to regulate the determination and making of financial provision as contemplated in the Act for the costs associated with the undertaking of management, rehabilitation and remediation of environmental impacts from prospecting, exploration, mining or production operations through the lifespan of such operations and latent or residual environmental impacts that may become known in the future. The regulations also include detailed descriptions of the wording required in the documentation to support the provisioning for liability using Bank Guarantees and Trust Funds. They also provide details on the information to be contained in the following plans: annual rehabilitation plan; final rehabilitation, decommissioning and mine closure plan; environmental risk assessment report; and care and maintenance plan;

o NEMA National Appeal Regulations, 2014, as amended: these regulate the procedure contemplated in section 43(4) of NEMA relating to the submission, processing and consideration of, a decision on an appeal on Environmental Authorizations and Waste Management Licences. The DEFF is competent with regard to appeals made on Environmental Authorizations issued by the DMRE for prospecting, extraction or primary processing of a mineral resource;

· MPRDA: The MPRDA makes provision for equitable access to and sustainable development of South Africa’s mineral resources. The MPRDA requires that the environmental management principles set out in NEMA shall apply to all mining operations and serves as a guideline for the interpretation, administration and implementation of the environmental requirements at mines. Implementation of the “One Environmental System” from 8 December 2014 removed environmental provisions from the MPRDA and replaced them with the relevant provision in the NEMA. The Minister of Mineral Resources is empowered to issue Environmental Authorizations and Waste Management Licences in terms of the NEMA, and the National Environmental Management: Waste Act No. 59 of 2008 (NEM:WA), respectively, for mining and directly related activities. The amendment of any right, work programme, EMP or Environmental Authorization issued in terms of NEMA is subject to consent of the Minister of Mineral Resources and Energy;

· MPRDA Mineral and Petroleum Resources Development Regulations, 2004: the Regulations provide guidance and interpretation, as well the ‘prescribed manner’ of implementing and administering many requirements of the MPRDA. Although the environmental provisions of the Regulations have not been repealed, they are of no effect as the environmental requirements of the MPRDA were replaced by NEMA;

· National Environmental Management: Biodiversity Act (10 of 2004) (NEM:BA): The NEM:BA seeks amongst other things, to manage and conserve biological diversity, to protect certain species and ecosystems, to ensure the sustainable use of biological resources and to promote the fair and equitable sharing of benefits arising from bio-prospecting involving those resources. The NEM:BA includes a regulation related to the management of threatened and protected species (2007). A similar regulation is applied to Threatened Ecosystems. NEM:BA has a set of norms and standards for the development of management plans for both species (e.g., Threatened or Migratory Species) and ecosystems (Endangered or Critically Endangered).

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Alien and Invasive Species Regulations were published in 2014 which identify categories of alien and invasive species and define restricted activities with respect to the different species categories;

· National Environmental Management: Protected Areas Act (57 of 2003) (NEM:PAA): Protected areas such as nature reserves and special nature reserves are declared and managed in terms of NEM:PAA. Depending on the nature of the protected area, certain activities (such as mining) may require Ministerial consent or be prohibited outright. The Act also aims to promote the sustainable use of protected areas and the participation of local communities in such areas. In addition, it provides for the continued existence of the South African National Parks;

· National Environmental Management: Air Quality Act (39 of 2004) (NEM:AQA): NEM:AQA regulates atmospheric pollution and repealed the Atmospheric Pollution Prevention Act. The Act came into full effect on 14 April 2010 and entrusts the DEFFA with the task of preventing pollution and ecological degradation, while at the same time promoting justifiable economic and social development. The Minister is the licensing authority where the listed activity relates to a prospecting, mining, exploration or production activity as contemplated in the MPRDA. Penalties and criminal sanctions are imposed for non-compliance with NEM:AQA;

· A list of activities, which require atmospheric emission licenses, and the minimum emission standards for these listed activities has been published. These include the permissible amount, volume, emission rate or concentration of that substance or mixture of substances that may be emitted into the atmosphere and the manner in which measurements of such emissions must be carried out. The consequences of the listing of these activities are that no person may, without a provisional atmospheric emission licence or an atmospheric emission license, conduct an activity listed on the list anywhere in the Republic or listed on the list applicable in a province anywhere in that province. It must be shown that the best practical means are being employed to limit air pollution before these licences will be issued:

o NEM:AQA National Atmospheric Emission Reporting Regulations, 2015: regulate the reporting of data and information from an identified point, non-point and mobile sources of atmospheric emissions to an internet-based National Atmospheric Emissions Inventory System towards the compilation of atmospheric emission inventories. Mines are listed as Group C emission sources and must provide data per the Regulations;

o NEM:AQA National Greenhouse Gas Emission Reporting Regulations (NGER), under section 53(A), (o) and (p) of NEM:AQA, were instituted in 2017 (Government Notice Regulation (GNR) 275 of 2017). The regulations provide a list in Annexure 1 of activities and operations that are required to report their GHG emissions through a national system. NGER classifies data providers as follows:

§ Category A: any person in control of or conducting an activity marked in the Category A column above the capacity given in the threshold column of the table in Annexure 1 to these Regulations;

§ Category B: any organ of state, research institution or academic institution, which holds GHG emission data or activity data relevant for calculating GHG emissions relating to a category identified in the table in Annexure 1 to these Regulations;

o NEM:AQA National Pollution Prevention Plans Regulations 2017: prescribe the requirements that pollution prevention plans of greenhouse gases declared as priority air pollutants need to comply with in terms of section 29(3) of the NEM:AQA. Coal mining is the only mining process currently detailed as a Production Process;

· National Environmental Management: Waste Act (59 of 2008): NEM:WA came into effect on 1 July 2009 and seeks to encourage the prevention and minimization of waste generation, whilst promoting reuse and recycling of the waste and only consider disposal of waste as a last resort. It provides for the licensing of waste management activities. The NEM:WA was amended (with effect from 2 September 2014) to have jurisdiction over residue stockpiles and residue deposits at mines. The Minister of Mineral Resources is the licensing authority where a waste management activity is, or is directly related to prospecting, extraction, primary processing of a mineral resource or residue stockpiles and residue deposits. A series of regulations have been promulgated in terms of NEM:WA including:

o NEM:WA Regulations regarding the Planning and Management of Residue Stockpiles and Residue Deposits (2015), as amended in 2018: These regulations were developed to regulate the planning and

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management of residue stockpiles and residue deposits from a prospecting, mining, exploration or production operation. The Regulations specify that a competent person must recommend the pollution control measures suitable for a specific RSRD based on a risk analysis;

o NEM:WA Waste Classification and Management Regulations (2013): These regulations require that waste generators ensure that the waste they generate be classified in accordance with SANS 10234 within 180 days of generation (Chapter 2, 4(2)). If the waste is to be disposed of to landfill, the waste must be assessed in accordance with the Norms and Standards for Assessment of Waste for Landfill Disposal (Chapter 2 (8)1) (a);

o NEM:WA National Norms and Standards for the Remediation of Contaminated Land and Soil Quality (2014): The purpose of these norms and standards is to: provide a uniform national approach to determine the contamination status of an investigation area; limit uncertainties about the most appropriate criteria and method to apply in the assessment of contaminated land; and provide minimum standards for assessing necessary environmental protection measures for remediation activities.

· National Water Act (Act 36 of 1998) (NWA), as regulated by the DHSWS. Chapter 4 of the NWA stipulates that water uses (abstraction, storage, waste disposal, discharge, controlled activities, removal of underground water and alteration to watercourses) must be licensed, unless it is listed in Schedule 1, is an existing lawful use, is permissible under a general authorization, or if a responsible authority waives the need for a licence. There are transitional arrangements to enable permits under the former 1956 Water Act to be converted into water use licences (WULs). The competency for decisions on WULs for activities directly related to prospecting, extraction, primary processing of a mineral resource or RSRD remains with the DHSWS. The Act NWA also has requirements relating to duty of care, pollution control, protection of water resources (Regulation 704 relates to mines), dam safety (for dams with a capacity greater than 50 000 m³ and a dam wall higher than 5 m) and water-use tariffs;

o NWA: Regulations on use of Water for Mining and Related Activities aimed at the Protection of Water Resources, 1999: The purpose of these Regulations is to regulate the use of water during mining and related activities to ensure the protection of water resources;

o NWA Regulations Regarding the Procedural Requirements for Water Use Licence Applications and Appeals, 2017: The purpose of these Regulations is to prescribe the procedure and requirements for water use licence applications (WULAs) as contemplated in Section 41 of the NWA;

· National Heritage Resources Act (Act 25 of 1999) (NHRA) regulated by South African Heritage Resource Agency or relevant Provincial departments where established. This Act controls sites of archaeological or cultural significance. Such sites must be investigated and, where necessary, protected for the nation. Procedures for the relocation of graves are also given;

· Hazardous Substances Act (Act 15 of 1973) regulated by the Department of Health. This Act controls the declaration of hazardous substances and control of declared substances. It allows for regulations relating to the manufacturing, modification, importation, storage, transportation and disposal of any grouped hazardous substance;

· Environmental Conservation Act (Act 73 of 1989) (ECA), as regulated by DEFFA and DHSWS. The environmental authorization sections of the Act (Section 21) were repealed by the NEMA EIA Regulations with effect from 3 July 2006. The waste sections of this Act (Section 20) were repealed and replaced by the NEM: WA, which came into effect on 1 July 2009;

· Mine Health and Safety Act (Act 29 of 1996) and amendments (MHSA), regulated by the DMRE. This Act deals with the protection of the health and safety of persons in the mining industry but has some implications for environmental issues due to the need for environmental-health monitoring within mine operations; and

· National Forests Act (84 of 1998) (NFA): Enforced by DEFFA, the NFA supports sustainable forest management and the restructuring of the forestry sector, as well as protection of indigenous trees in general.

The DEFF, and its provincial authorities, the DHSWS and DMRE departments are key stakeholders in the approvals process. The DMRE is ultimately responsible for decision making with regards Environmental Authorizations in terms of NEMA and Waste Management Licences in terms of the NEM:WA. The DHSWS remains responsible for Water Use Licensing and the DEFF (or the local municipality if capacity is available) is competent for Atmospheric Emissions Licences on mines.

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Under the One Environmental System, each of the Ministers of Environment, Forestry and Fisheries, Human Settlement, Water and Sanitation and Mineral Resources are empowered to designate Environmental Management Inspectors (EMI). EMIs can be designated to apply NEMA and any of the specific environmental management Acts (including the NWA, NEM:WA, NEM:AQA etc). All these EMIs potentially have a mandate with respect to environmental matters at mines and thus the right to monitor and enforce compliance with the laws for which they have been designated. Offences are defined in each of NEMA and the specific environmental management Acts. A lack of compliance with the relevant legislation could lead to the closure of an operation, the suspension of authorizations or prosecution and ultimately the implementation of penalties. The penalties provided for in NEMA, and the specific environmental management Acts, generally include a fine not exceeding ZAR10 million or imprisonment for a period not exceeding ten years, or to both such fine and such imprisonment. It is generally considered more likely that the authorities would issue a directive possibly coupled with a fine. The directive indicates which legislation is being contravened and describes the time period in which the operation must comply. An operation would then be required to present a plan, including timing, to achieve compliance. Directives related to environmental issues, specifically WULs in terms of Section 21 of the NWA and authorization in terms of NEMA, are being issued more frequently than was historically the case, and legal action is being taken against individuals, including directors, responsible for non-compliance with legislative requirements.

2.3 Mineral Rights

[§229.601(b)(96)(iii)(B)(2)(ii)-(iv)] [SR1.1(ii), SR1.2(ii), SR1.5(iv)]

SRK has reviewed the information provided by SPM and is satisfied that the extent of the property described in the various rights are consistent with the maps and diagrams received from SPM.

SPM has confirmed to SRK that all legal information in this TRS is accurate and SPM’s title to the mineral rights held over Mphahlele Project is valid.

2.3.1 BEE/HDSA Ownership of Rights

The total percentage held by BBKT (the BEE partner) directly and indirectly in SPM is 30.55%.

The Company holds an effective 75% interest in the Mphahlele Project, via its indirect 78.9% holding in Mahube Mining (Pty) Ltd (a BEE/HDSA-owned company) and the 5% free-carry interest in the Mphahlele Project held by the local community.

These shareholdings satisfy the target requirements of BEE/HDSA ownership of mining assets as prescribed by the Charter III. SPM is therefore fully compliant with the BEE ownership requirements of the Mining Charter with respect to the Mphahlele Project.

2.3.2 Mining Rights

[SR1.5(i)-(iii), (v)]

A NOMR has been awarded for the Mphahlele Project but not executed, with pertinent information summarized in Table 2.2 and shown in Figure 2.2.

Table 2.2: Summary table of the PGM Assets, Mineral Rights and Surface Rights

Mineral Rights and Properties	Minerals Included in NOPR/NOMR	Holder of Mineral Rights	Interest Held	Status	Licence Expiry Date	Licence Area (ha)	Comments
NOMR LP30/5/1/2/2/87MR awarded: The farm Locatie van M’Phatlele 457KS	PGMs, Au, Ag, Cu, Ni Cr excluded	Tameng	75%	Development	02/2038	11 725.0951	Feasibility study completed, NOMR not yet executed. SURFACE RIGHTS: Surface is state-owned land.

Notes:

NOMR = new order mining right

The MWP for the Project will have to be revised to reflect the new development strategy and resubmitted to the DMRE for approval.

The SLP for the Project is out of date and will have to be revised. The various aspects to be considered in this revision are discussed in Section 16.

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2.3.3 Chromite Rights

The chromite (Cr₂O₃) rights over the Mphahlele Project area are not held by SPM but were granted to the Mphahlele Community Development Trust (MCDT). Any chromite that is mined incidentally by the Project from the UG2 ores or that ends up in the tailings therefore belongs to the MCDT.

Some limited artisanal open pit mining has occurred along the trace of the chromite seams (presumed to be the LG6) north of the UG2. The likelihood of two separate mining activities occurring simultaneously in close proximity has to be considered in both the design of surface infrastructure and operating procedures.

2.3.4 Prospecting Rights

[SR1.5(i)]

The Company does not hold any prospecting rights over or in the vicinity of the Mphahlele Project.

2.3.5 Surface Rights

[SR1.5(i)]

The Constitutional Court ruled on 25 October 2018 that the Company had not exhausted the internal processes provided for in terms of Section 54 of the MPRDA with respect to right of access to the farm Wilgespruit (the P-S-M Project which is the subject of a separate TRS). The remedies under Section 54 must be exhausted before one can approach the court for an eviction order. SPM advised further that one of the recommendations from the final report of the presidential advisory panel on land reform and agriculture is that rights in terms of communal land must be vested in residents of communal areas rather than in traditional councils.

These findings represent a possible risk to the Mphahlele Project in the Company’s ability to secure the right of access to the surface. Once the Company has decided to proceed with the development of the Project, it will have to initiate consultation with affected communities in conjunction with the tribal authorities.

SRK understands that the surface rights are held by the State in trust for the local community. Although the surface area required for mining is not currently held by the Company, the Company believes award of this should be a formality.

2.3.6 Land Claims

[SR1.5(iv)]

SPM has advised that it is not aware of any current land claims over the Mphahlele Project.

2.3.7 Legal Proceedings

[SR1.5(iv)]

SPM has confirmed to SRK that there are currently no legal proceedings that might influence the integrity of the Mphahlele Project, the right to prospect for or exploit minerals or the declaration of Mineral Resources and Mineral Reserves.

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	MPHAHLELE PGM PROJECT Locality plan of SPM’s PGM Assets and PPM-Sedibelo-Magazynskraal Project in South Africa	Project No. 576060

Figure 2.1: Locality plan of SPM’s PGM Assets and Mphahlele Project in South Africa

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	MPHAHLELE PGM PROJECT Locality of Mphahlele and Extent of Mineral Rights	Project No. 576060

Figure 2.2: Locality of Mphahlele and extent of Mineral Rights

2.4 Property encumbrances and permitting requirements

[§229.601(b)(96)(iii)(B)(3)(v)]

Approved Environmental Management Plan Report

The NOMR for the Mphahlele Project was awarded based on a valid and approved Environmental Management Plan Report (EMPr).

Future Permit Requirements

The proposed changes to the approved Mphahlele EIA and EMPr will reflect the changed project description, which will require environmental authorization prior to construction commencing.

2.5 Significant Factors and Risks affecting access, title

[§229.601(b)(96)(iii)(B)(3)(vi)]

SPM is not aware of any servitude that needs to be negotiated with any surface owners outside of the property areas.

Mining companies in South Africa are exposed to typical mining industry risks associated with rising costs, labour wage demands, resource nationalization and social licence to operate.

Additional country risk is raised through legislative uncertainty, political interference and bureaucratic ineptitude.

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SPM has confirmed to SRK that there are currently no legal proceedings that might influence the integrity of the Mphahlele Project, the right to prospect for or exploit minerals or the declaration of Mineral Resources and Mineral Reserves.

2.6 Royalty interest in the property

[§229.601(b)(96)(iii)(B)(3)(vii)] [SR1.6(i)]

As the Company has a 75% interest in the Mphahlele Project, 25% of projected after-tax operating profits after redemption of Capex would accrue to the BEE partner.

Royalties in terms of the Royalty Act are payable to the Government. Based on information provided to SRK, royalties in terms of the Royalty Act on PGM and base metal revenue for the Project received by the Company will need to be calculated according to the refined minerals formula.

The PGM concentrate is assumed to be toll-treated according to the terms being offered by Trafigura Pte Ltd (see Section 15.5.2).

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3 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY

[§229.601(b)(96)(iii)(B)(4)]

3.1 Topography, elevation and vegetation

[§229.601(b)(96)(iii)(B)(4)(i)] [SR1.1(ii)]

The regional topography varies between 900 m and 1 100 mamsl with the Strydpoort Mountains located to the north. The project area is a flat plain sloping very gently towards the Chunies River, which flows almost parallel to the southern boundary of the property.

The area is covered by scrub with scattered trees interspersed with arable lands. The land is only used for scattered subsistence farming and grazing of cattle. Woodlands are found towards the south of the Project.

Due to the high concentration of people, wildlife in the project area, except for birds and small reptiles, is limited.

3.2 Access

[§229.601(b)(96)(iii)(B)(4)(ii)] [SR1.1(ii), SR5.4(i)(ii)]

Sealed all weather roads provide access to within a few kilometres of the project area and link it directly to Polokwane and Mokopane.

Many tracks off the main roads provide easy access to the project area.

3.3 Climate

[§229.601(b)(96)(iii)(B)(4)(iii)] [SR1.1(ii)]

The climate of the Project area is typical of the South African Highveld, comprising warm to hot summers and cool to cold winters. Maximum temperatures in summer are between 28ºC and 32ºC, whilst minimum temperatures during winters rarely reach below −4ºC. Winters are dry and sunny.

Precipitation is usually in the form of thunderstorms during summer. These sudden downpours pose some risk of flooding in low-lying areas, but precautionary measures are routine on most operations. The average annual rainfall varies from 380 mm to 700 mm, with the peak of the rainy season occurring in January. Potential evaporation figures greatly exceed the mean annual precipitation. The predominant wind directions for the study area are from the east and north.

The moderate climate means that exploration and mining operations can be undertaken throughout the year, with no extraordinary measures required.

3.4 Infrastructure availability, including bulk services, personnel and supplies

[§229.601(b)(96)(iii)(B)(4)(iv)] [SR5.4(i)(ii)]

There is currently no infrastructure on site.

Polokwane, the provincial capital of the Limpopo Province, Mokopane and Lebowakgomo provide urban amenities and, along with local villages, provide for sources of skilled and unskilled labour for future operations.

Power and telecommunications are readily available. A temporary power supply of 5 MVA at 33 kV was installed in 2010 and connection fees are paid each month. Bulk power supply to the mine will be at 132 kV from a new Eskom supply point. SPM applied in 2017 for a supply of 46.6 MVA building up to 51 MVA.

The Lebalelo Water Scheme comprises a network of water supply pipelines from the De Hoop and Flag Boshielo Dams aimed at increasing the supply of water to the area for both mining and agriculture.

The Olifants River Joint Water Forum (ORJWF) is the body that was formed to ensure the distribution and development of the water resources in the Steelpoort, Groothoek and Mogalakwena areas. A Memorandum of Agreement has been signed with the DHSWS for the development of water systems to the ORJWF area. The design and construction of the pipeline from the Flag Boshielo Dam to Pruizen will commence once the takeoff agreements have been signed by all the affected parties. The raw water supply will consist of a takeoff along the Flag Boshielo/Pruizen line at a point called Immerpan. The water will be pumped approximately 30 km to the Baobab operation (Sibanye Platinum Limpopo) and then 18 km to the Mphahlele Project.

Polokwane International Airport is located 5 km north of Polokwane. It opened in 1996 on the site of a former air force base.

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4 HISTORY

[§229.601(b)(96)(iii)(B)(5)] [SR1.4(i)-(iv)]

4.1 Previous Operations, Operators

[§229.601(b)(96)(iii)(B)(5)(i)]

The project is still at a development stage, thus there are no historical operations.

Johannesburg Consolidated Investments Ltd (now Anglo Platinum) drilled 24 drill holes in the 1970s - 1980s.

Tameng Mining & Exploration Holdings (Pty) Ltd (Tameng) undertook an airborne magnetic and radiometric survey in 2004. Between February 2004 and June 2008, Tameng drilled 220 drill holes inclusive of deflection holes.

Platmin (now SPM) acquired a controlling interest in Tameng in 2007 and completed a feasibility study in December 2009. The mine design was modified in 2019 to allow crushing and Rados screening on surface, targeting 105 ktpm RoM ore.

4.2 Exploration and development work

[§229.601(b)(96)(iii)(B)(5)(ii)]

The exploration history of the project area is summarized in Table 4.1.

Table 4.1: Summary of historical development

Date	Activity	Comments
Prior to 1966	Regional mapping by South African Geological Survey, as well as regional aeromagnetic and gravity surveys that form part of public domain data.
Early 1970s – late 1980s	AngloPlats (formerly Johannesburg Consolidated Investments, “JCI”) undertook exploration, including 24 bore holes.	Collar information acquired from CGS but no access to drill logs or assay results
2002	Mineral rights offered for tender
Nov 2002	Prospecting Permit awarded to Tameng Mining & Exploration Holdings (Pty) Ltd	Platmin1 (SPM) held 26.2% beneficial interest in Mphahlele
Jan 2004	Airborne magnetic and radiometric survey completed	Colour aerial photographs used to create a digital terrain model
Sept 2004	Platmin (SPM) acquired a further interest from Ashanti Goldfields Cayman Limited
Sept 2006	Prospecting Permit converted to NOPR in terms of MPRDA
Jan 2007	Transaction completed with Moepi (BEE partner) whereby Platmin (SPM) acquired increased stake in Mphahlele in return for issue of shares in Boynton Investments (Pty) Ltd (Boynton) to Moepi.	Platmin (SPM) held 54.29% indirect beneficial interest in Mphahlele.
Feb 2004 to June 2008	Drilling programme comprising 220 drill holes (71 822 m – 54 455 m mother holes and 9 181 m of deflections) completed. Assay results for 199 drill holes	Represents 161 and 267 assayed intervals through MR and UG2 respectively Additional 38 MR and 101 UG2 intervals from start-up blocks assayed.
Dec 2007	Application for NOMR reference LP30/5/1/2/2/87MR submitted.
Feb 2008	NOMR LP30/5/1/2/2/87MR awarded
Jan 2009	Financial guarantee for environmental rehabilitation provided to DMRE.
Dec 2009	A feasibility study on the Mphahlele Project is completed.
2010 - 2011	Critical review of the feasibility study and re-engineering of key components undertaken.
Dec 2016	Underground mine layout redesigned to cater for underground crushing and Rados screening.	Study completed to a Prefeasibility Study (PFS) level of confidence
2019	Mine design modified to allow crushing and Rados screening on surface, targeting 105 ktpm RoM.	Feasibility Study (FS) not completed
Dec 2020	Updated FS for Mphahlele at 125 ktpm RoM ore issued	Extracts UG2 only.
Dec 2020 to Feb 2021	Mine design and schedules revised to include production from Merensky
May to Jun 2021	Mine design and schedules revised to allow for partial pillar reclamation on retreat (UG2 mining only)	PFS level of confidence

Note:

¹ Sedibelo Platinum Mines Ltd (SPM) is also referred to as SPM.

Previous work over the property included regional mapping by the South African Geological Survey (now the Council for Geoscience), on which the published geological sheets were based, as well as regional aeromagnetic and gravity surveys that now form part of the public domain data set.

Tameng undertook magnetic and radiometric geophysical surveys over the Mphahlele property in 2004. Colour aerial photographs were used to generate a digital terrain model of the area. The interpreted aeromagnetic results reduced to the pole residual total field in Figure 4.1 shows the interpreted traces of the UG2 and Merensky reefs.

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The first vertical derivative magnetic map clearly delineated the stratigraphy of the Critical and other BC zones and also the eastern contact close to the Wonderkop fault (see Figure 10.1).

Tameng completed 220 drill holes with 306 deflections in four phases between 2004 and 2008. Locality plans of the drill hole collars are shown in Figure 6.2.

 

MPHAHLELE PGM PROJECT Magnetics: Reduced to the Pole residual total field showing the interpreted traces of the UG2 and Merensky reefs Project No. 576060

Figure 4.1: Aeromagnetic survey, reduced to the pole residual total field

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5 GEOLOGICAL SETTING, MINERALIZATION AND DEPOSIT

[§229.601(b)(96)(iii)(B)(6)

5.1 Regional, local and project geology

[§229.601(b)(96)(iii)(B)(6)(i) (ii)] [SR2.1(i)-(iv)]

The Bushveld Complex (BC) of South Africa (Figure 5.1) is the world’s largest and hence the most important repository of the PGMs in the world, with an exposed surface area of some 67 000 km². The sub-outcrop areal extent describes a broad ellipse and, when viewed in plan, measures approximately 200 km and 370 km along the north-south and east-west axes, respectively. This geological phenomenon consists of a massive ultramafic-mafic layered intrusion, or more likely a series of interconnected intrusions, and a suite of associated granitoid rocks intrusive into the early Proterozoic Transvaal Basin within the north-central Kaapvaal Craton. This suite of associated granitoid rocks is a penecontemporaneous series of granitic rocks, termed the Lebowa Granite Suite (LGS) and felsic extrusive rocks of the Rooiberg Group (RG), which occur in the central area between the Eastern and Western Limbs of the BC. The ultramafic-mafic layered rocks collectively referred to as the Rustenburg Layered Suite (RLS) occur in five so-called lobes, namely the Western, Far Western, Eastern, Northern and Southern (Bethal) lobes. The mafic layered portion of the BC (i.e., the RLS) is 2 055 million years (Ma) old and is probably the largest layered mafic complex on earth. The magmatic layering of the RLS is remarkably consistent and can be correlated throughout most of the BC.

The RLS is divided into five major stratigraphic units, as follows:

· The lowermost Marginal Zone ranges in thickness from several metres to several hundred metres and comprises a heterogeneous succession of generally unlayered basic rocks dominated by norites.

· Ultramafic rocks dominate the Lower Zone. The most complete exposures are in the northeastern part of the Eastern Limb where there are a series of cyclically layered units of dunite-harzburgite. These vary in thickness with the thinnest units developed over structural highs in the basin floor.

· The Critical Zone contains the economic platinum resources of the BC.

The Lower Critical Zone is dominated by pyroxenite with interlayered harzburgite and chromitite seams and is restricted to the central part of the Eastern Limb.

The Upper Critical Zone is recognisable throughout the Eastern and Western Limbs and consists of layered pyroxenites, norites, anorthosites and chromitites. The layering occurs on a variety of scales and may be regular to highly irregular in aspect.

Chromitite layers occur in three distinct groupings; the Lower Group (LG) seams occur in the Lower Critical Zone, the Middle Group (MG) series straddle the contact between the Lower and Upper Critical Zones, and the Upper Group (UG) layers occur within the Upper Critical Zone. PGMs occur in sub-economic concentrations in association with chromitite layers in the Lower Critical Zone. The two most economically significant PGM mineralized layers of the BC, namely the MR and the UG2, are continuous over hundreds of kilometres. The PGMs include varying proportions of Pt, Pd, Rh, Ru, Ir and Os, as well as elevated concentrations of Ni, Cu and Co as base metal sulfides.

· The Main Zone is the thickest unit within the RLS and comprises approximately half the RLS stratigraphic interval. It consists of gabbro-norites with some anorthosite and pyroxenite layering. Banding or layering is not as well developed as in the Critical and Lower Zones.

· The Upper Zone is dominated by gabbros with some banded anorthosite and magnetite. There is no chilled contact with the overlying rhyolite and granophyres of the LGS.

The true thickness of the RLS varies from 7 000 m to 12 000 m. The Marginal Zone is highly variable in thickness whilst the Lower Zone is restricted to isolated trough-like bodies located around the base of the RLS. The Main and Upper Zones are laterally more persistent, and these zones comprise more than 60% by volume of the RLS. The continuity of the Critical Zone is intermediate between that of the Lower Zone and Main/Upper Zones.

It is generally accepted that, rather than the BC being a single body, it comprises several overlapping lopolith-shaped intrusions. The similarity of geology across large areas within each of the lobes, particularly the sequence of igneous layering that includes both the Merensky Reef (MR) and the Upper Group Chromitite 2 (UG2) Reef is probably indicative of simultaneous differentiation and replenishment of a basaltic magma under

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essentially identical conditions. The dip of the igneous layering is generally shallow and towards the centre of the complex.

Post-BC sedimentary successions of the Waterberg Group and Karoo Supergroup, as well as more recent alluvial deposits of Holocene age, cover large parts of the BC.

The Mphahlele deposit is situated along the east-west trending, northern part of the Eastern Limb of the BC. The PGM mineralization occurs within the UG2 and the MR, lying within the Upper Critical Zone of the RLS. The typical stratigraphy of the RLS and at Mphahlele is shown in Figure 5.3.

The rocks of the Main Zone and the upper parts of the Critical Zone underlie the Mphahlele Project. The main structural controls of the northern parts of the Eastern Limb are the Wonderkop and Dwarsrand faults which traverse the Mphahlele Project (Figure 5.2). East of the project, in the vicinity of the Lebowa Platinum Mine (previously known as Atok), the igneous stratigraphy is shallow dipping with a northwesterly strike. West of the faulted region, the Critical Zone trends east-west and on the Mphahlele Project dips at an average of 51°, which increases to near vertical, 20 km to the west at Lonmin Platinum’s Limpopo mine.

The main Mineral Resource block of the Mphahlele Project is underlain by the Main Zone and the Critical Zone of the RLS (see the stratigraphic column in Figure 5.2). There are no outcrops of either reef because a large alluvial fan emanating from the hills of Transvaal sediments to the north covers the Critical Zone on the Mphahlele Project. Aeromagnetic data indicate that the MR and the UG2 continue for an estimated strike length of almost 8 km through the Mphahlele area (Figure 5.2) and terminate to the east against floor lithologies of Magaliesberg Quartzite that have been dragged against the Wonderkop Fault.

The two reefs are separated on average by 120 m of stratigraphy (190 m vertical separation) (Figure 5.4). The lateral extent of both reef horizons within the project area is approximately 8 km along strike, and have been modelled over a vertical extent of approximately 2 km. The depth extent of the reefs has not been limited by drilling and is open at depth.

Both the MR and UG2 exhibit disturbances that include potholing and the intrusion of pegmatoid, Iron-Rich Ultramafic Pegmatoids (IRUPs) and serpentinized harzburgite bodies. The main harzburgite intrusion has not been intersected by drilling but the smaller apophyses emanating from this severely affect the MR.

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MPHAHLELE PGM PROJECT Regional geology of the Bushveld Complex and its country rocks Project No. 576060

Figure 5.1: Regional geology of the Bushveld Complex and its country rocks

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MPHAHLELE PGM PROJECT Local geology and stratigraphy (source: SPM) Project No. 576060

Figure 5.2: Local geology and stratigraphy

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MPHAHLELE PGM PROJECT Stratigraphic section of the Critical Zone stratigraphy to the local stratigraphy at Mphahlele Project No. 576060

Figure 5.3: Stratigraphic section of the Critical Zone stratigraphy to the local stratigraphy at Mphahlele

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MPHAHLELE PGM PROJECT Schematic cross section Project No. 576060

Figure 5.4: Schematic cross section

The major sulfide minerals present are pyrrhotite, pentlandite, chalcopyrite and pyrite with base metal sulfides (bornite, chalcocite, digenite, covellite, violarite and bravoite) in some areas. PGMs in the MR are contained within a complex set of minerals including the arsenide species, sperrylite (PtAs₂) and the sulfide species, braggite ((Pt,Pd,Ni S), laurite (PdS₂) and cooperite (PtS), as well as tellurium and bismuth bearing minerals such as michnerite (Pd,Pt)BiTe, merenskyite (Pd,Pt)(Te,Bi)₂ and moncheite (Pt,Pd)(Te,Bi)₂.

5.1.1Merensky Reef Layer

The MR on the Project is similar to that elsewhere in the northern portion of the Eastern Limb of the BC. The MR occurs within the 3 m to 6 m thick feldspathic pyroxenite layer (the Merensky Pyroxenite), between a hangingwall of norite-anorthosite and a footwall of norite. Two thin chromitite stringers are present; an upper stringer, 20 cm to 25 cm from the hangingwall contact, and a lower stringer on or just above the basal contact. Both chromitite stringers are typically discontinuous, unlike in other areas of the BC.

Three Merensky Pyroxenite Facies types have been identified: the “A” Facies that occupies the western half of Mphahlele, the “B” Facies to the east while the “C” Facies is central to the two:

· The Merensky Pyroxenite A Facies stratigraphic unit averages 9.3 m in thickness and comprises a medium- to coarse-grained, poikilitic feldspathic pyroxenite with a lensoidal and discontinuous chromitite stringer developed near the upper contact termed the Merensky Upper Chromitite. This stringer varies from 1 to 4 mm in thickness. The upper portion is coarser-grained and contains serpentinized olivine, which is termed the Merensky Olivine Pyroxenite, often highly decomposed with a strongly developed joint fabric, with the result that this contact represents a significant plane of weakness. A thin irregular chromitite stringer (1 to 4 mm thick) may be present on or just above the lower contact, termed the Merensky Lower

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Chromitite. A pyroxene pegmatoid, some 0.20 m to 0.7 m thick with disseminated sulfides, is often present on the basal contact;

· The Merensky Pyroxenite B Facies averages 12.8 m in thickness and consists of fine- to medium-grained feldspathic pyroxenite with the development of the Merensky Upper and Lower Chromitite stringers varying from 1 to 4 mm in thickness; and

· The Merensky Pyroxenite C Facies stratigraphic unit averages 58.9 m in thickness and contains intercalations of serpentinized harzburgite and dunite, feldspathic pyroxenite, pyroxene pegmatoid, norite, iron-rich ultramafic pegmatoid, chromitite stringers, thin chromitite layers and fragmented lenses of chromitite stringers.

The mineralization within the Merensky Pyroxenite A and B Facies is similar. The highest PGM-base metal concentration occurs towards the top of the Merensky Pyroxenite and is referred to as the M1 value zone. Maximum values occur across or immediately below the Merensky Upper Chromitite and correspond to the highest visible concentrations of sulfides. The M2 value zone occurs towards the base of the Merensky Pyroxenite, often associated with a pyroxene pegmatoid and the Merensky Lower Chromitite, and values may extend into the anorthosite footwall. A considerable thickness of barren Merensky Pyroxenite occurs between the M1 and M2 value zones.

PGM-Ni-Cu mineralization within Merensky Pyroxenite C Facies is of a lower tenor and dispersed throughout the thickened stratigraphic sequence.

The lower unit is narrow and too far removed from the economic zone (disseminated mineralization in the top metre of the pyroxenite) to be exploitable. The bulk of the PGM mineralization is associated with the upper chromitite stringer and here often occurs over wider intervals below the chromitite stringer. On the Mphahlele property, the MR is defined as the mineralization at the top of the Merensky Pyroxenite unit and associated with the upper chromitite stringer. In the absence of a well-defined chromitite stringer, the upper contact of the Merensky Pyroxenite defines the top of the reef for sampling purposes and will ultimately probably be used to identify the top of the reef visually during mining. Consequently, the MR Mineral Resources have been defined around the upper chromitite stringer only (Figure 5.5). Sporadic mineralization is also present within the central parts of the Merensky Pyroxenite, but its erratic distribution precludes its inclusion in the value interval or Mineral Resource.

5.1.2UG2 Chromitite Layer

The UG2 comprises a coherent chromitite layer with no parting, approximately 1.2 m thick, normally overlying a norite footwall and underlying a feldspathic pyroxenite hangingwall. The hangingwall contact tends to be planar (although often sheared) but the footwall contact undulates, and this can be seen on a small scale in the core. The upper part of the UG2 is fine-grained, granular and devoid of visible sulfides whereas the lower portion is coarse-grained with visible sulfides. The UG2 is subdivided into two facies:

· The UG2 Upper Facies, an upper, fine-grained, poikilitic massive chromite, sometimes accompanied by fine, disseminated sulfide mineralization; and

· The UG2 Lower Facies, a lower facies, with a distinctive poikilitic texture, higher silica content, sulfide-rich oikocrysts and significant disseminated sulfide mineralization.

The UG2 Chromitite Layer may contain one or more intermittent pyroxenite layers termed “UG2 Middling”, which separate the Upper and Lower UG2 Facies.

Typically, the mineralization peaks in the lower part of the layer (Figure 5.5). There is a general increase in the 4E (shorthand for Pt + Pd + Rh + Au) grade proportionate to the increase in sulfide content but this is accompanied by a decrease in the Pt/Pd ratio. There is a ten-fold enrichment in Ni and a twenty-fold enrichment in Cu in the UG2 within the Mphahlele Block relative to quoted figures elsewhere in the BC.

Unlike the UG2 on the adjacent property to the west, no leader layers are found above the main chromitite layer and therefore minimal dilution is expected during mining.

5.1.3 Geological Structures

Both reef horizons are continuously developed over the strike extent of the Project, as determined by the drilling. The BC reefs are affected by discontinuities including faults, dykes, potholes and IRUPs. Potholes are circular to

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oval-shaped depressions within both the MR and UG2. Within the depression, the reef unit may crosscut the footwall stratigraphy at a high angle and ultimately lie at a lower stratigraphic elevation than the typical reef. Within the pothole, anomalous hangingwall, footwall and reef stratigraphy may be developed.

In some instances, the reef within a pothole may have higher than average grades; in others it may be uneconomic. In extreme cases, reef is not recognisable within the pothole.

The scale of potholing in both reefs is extremely variable, ranging from gentle undulations, often termed “rolling reef” to deeply plunging features and both types occur along this westerly-trending segment of the BC. The frequency of potholes varies and the presence of potholes on the UG2 does not imply similar pothole development within the overlying MR.

IRUPs are common features of the RLS around the BC resulting from metasomatism by iron-rich fluids. The replacement pegmatoid is usually coarse-grained to pegmatoidal but is of variable texture. The degree of alteration is also variable and original mineralogies and textures may be partially preserved. Alteration zones are invariably transgressive across the igneous layering. These pegmatoids do not always result in loss of metal value but the altered ore minerals are not as amenable to flotation. It is concluded that replacement pegmatoid will not significantly affect the exploitation of the Mphahlele Mineral Resource. Nevertheless, a deduction for iron-rich replacement pegmatoids has been made in the Mineral Resource estimate.

5.2 Deposit type

[§229.601(b)(96)(iii)(B)(6)(ii-iii)] [SR2.1(ii)-(vi)]

The BC is a magmatic layered mafic intrusion. As one of the largest known differentiated igneous bodies, it hosts world class deposits of PGMs, Ni, Cu, Cr and V.

The PGM, base metal and chromium mineralization targeted at Mphahlele is contained in two cumulate layers, the MR and UG2. The mineralization in the UG2 is primarily constrained to the Upper Group 2 chromitite and the underlying UG2 Pegmatite units (Figure 5.5). Where there is an internal pyroxenite parting developed between the Upper and Lower UG2 Chromitite, this is typically poorly mineralized, but is included in the mining package, as it cannot be separately extracted.

In the MR the PGM and base metal mineralization is concentrated in the Merensky Pyroxenite, but as opposed to the UG2, is more irregularly distributed within this unit. As illustrated in Figure 5.5, the PGMs are associated most strongly with the upper M1 Chromitite stringer but can occur throughout the Merensky Pyroxenite package.

The exploration programme follows the well-established model of targeting these two stratigraphic units, which are readily identifiable in the drill core.

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	MPHAHLELE PGM PROJECT MR and UG2 grade distributions (source: SPM)	Project No. 576060

Figure 5.5: MR and UG2 grade distributions

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6 EXPLORATION

[§229.601(b)(96)(iii)(B)(7)

6.1 Exploration (other than drilling)

[§229.601(b)(96)(iii)(B)(7)(i)] [SR3.1, SR3.2]

Regional mapping and regional aeromagnetic and gravity surveys done by the Geological Survey form part of the public domain data set.

Tameng, after acquiring the mineral rights over the Mphahlele property, initiated airborne surveys while waiting for environmental approvals to start its drilling programme. Magnetic and radiometric geophysical surveys over the Mphahlele property were completed in January 2004; the colour aerial photographs were taken at the same time from which a digital terrain model was generated. The geophysical surveys were flown by helicopter with a 20 m sensor clearance, taking readings every second for the radiometric data and every 0.1 second for the magnetic data. North-south lines were flown at 50 m intervals with tie lines 500 m apart for a total of 2 920 line km.

These surveys were interpreted by a private geophysical consultant, who produced colour-coded plans of the area. The most useful of these was the first vertical derivative magnetic map, which clearly delineated the stratigraphy of the Critical and other BC zones and also the eastern contact close to the Wonderkop fault (Figure 10.1).

6.2 Drilling and Sampling

[§229.601(b)(96)(iii)(B)(7)(ii) (v) (vi)] [SR3.2, SR3.3]

The drilling programme, which commenced in early 2004 and continued to late 2008, involved 220 drill holes with 306 deflections for a total of 71 822 m (inclusive of the deflection holes) and comprised four phases:

· In Phase 1, 36 drill holes were drilled at 400 m intervals along strike and targeted UG2 reef at depths of 300 m and 500 m below the drill hole collar. This phase accounted for 17 345 m of drill hole length;

· Phase 2 targeted the UG2 reef at a depth of 1 000 m with drill holes spaced at 800 m apart. Subsequently, the drill holes were spaced at 1 600 m apart and targeted the UG2 reef at 1 500 m depth below the drill hole collar;

· Phase 3 involved infill drilling; the UG2 reef at this locality is relatively shallow (100 m) in comparison with the other phases. The drill hole spacing in this shallow area was 250 m. Staggered infill drilling was also conducted in the deeper portions at 800 m spacing to intersect the UG2 at 750 m depth, bringing the effective hole spacing in this area to ±450 m; and

· A final phase of drilling on the three proposed mining start-up blocks focused on the planned decline shafts. The grids averaged 40 m line spacings, orientated to provide reef intersections at 20 m depth intervals. This phase involved the drilling of 36, 28 and 27 holes (total 91) over the Western, Central and Eastern start up blocks, respectively.

Most of the drill holes were drilled as a mother hole with two deflections per reef. All holes are vertical and therefore no reef intercepts are at right angles to the plane of the reef. All drill hole data is stored in a database, from which geological cross sections and 3D models have been constructed. The cross sections confirm the tabular nature of the UG2 and MR, the dip of 50° to 55° with a MR/UG2 separation of an average of 115 m (true).

The mother holes were drilled for NQ core (47.6 mm core diameter) and the deflections for TNW core (conventional, 60.5 mm core diameter). Exploration programmes on the BC commonly use BQ (36.5 mm core diameter) and NQ (with TNW for reef intersections), as these provide sufficient volumes of material for half core sampling, as well as sufficiently large intersections to observe and log the major lithostratigraphic features considered important for defining the project and the Mineral Resources. Drill hole collar locations were sited according to the predetermined drilling patterns and located in the field by a hand-held global positioning system (GPS).

The completed hole was marked by a concrete plinth and surveyed by an independent surveyor using a differential GPS with an established base station on the property. Generally, the drill hole locations were found to be within 1 m of the targeted position established prior to drilling.

All core handling procedures were according to standard industry protocols. Core recoveries in the competent BC are typically extremely good, and in the mineralised units are usually in excess of 99%.

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As at 30 June 2008, assay samples had been taken for 161 intervals through the MR and 267 through the UG2.

Subsequently, an additional 38 MR and 101 UG2 intervals were sampled from the drilling in the main mineral resource blocks and the three start-up blocks.

6.3 Hydrogeology characterization

[§229.601(b)(96)(iii)(B)(7)(iii)] [SR3.1(i)] [SR4.3(ii)]

The area is characterized by two aquifer systems:

· The main aquifer within the weathered Bushveld Norite-Gabbro, which can be classified as a Non- to Minor Aquifer System; and

· The Chunies River Aquifer, which can be described as a Minor Aquifer System.

The South African Aquifer Management Classification system defines “a Non- to Minor Aquifer System” as one that does not contain large quantities of water but is important in supplementing the water supply to local communities. An exception would be the Wonderkop Fault and the fault east of the Wonderkop Fault, where “localized Major Aquifer zones with yields greater than 5 ℓ/s are possible” -. There are no “sole source aquifers” in the vicinity of the mine.

Communities in the area obtain piped potable water from the Lepelle Northern Water Authority/Board but this is supplemented by local private groundwater supply boreholes. The communities surrounding the mine are thus dependent on groundwater resources to a greater or lesser extent, depending on the intermittence of Lepelle bulk water supply.

A hydrocensus in 2019 identified a total of 50 private boreholes located within an approximately 5 km radius from the proposed mining area. Water levels surrounding the mining area range from 5.7 to 28.5 mbgl.

The groundwater quality is generally poor due to the semi-arid climatic conditions and underlying geology that gives rise to elevated concentrations of total dissolved solids, fluoride, sodium and chloride.

In 2008 the potential impacts to the groundwater quantity and quality were simulated using a numerical groundwater flow and contaminant transport model. Recommendations with regard to monitoring and water management measures were also made. The report concluded that groundwater users from the Mphahlele, Mamaolo, Dithabaneng and Makurung villages within a radius of 0.5 to 2.5 km from the proposed mine could be affected. It was further concluded that groundwater contamination can be expected from the tailings dam, underground mine (post-operational phase), Plant (via stormwater run-off) and sewage system. No acid mine drainage is expected from the leaching of the waste rock.

A groundwater flow and transport model was developed in the FeFlow code in 2019 to simulate the potential impacts on the groundwater quantity and to provide recommendations on monitoring and water management measures. The simulations indicate that a maximum inflow rate of 3 800 m^3/d can be expected. The likelihood of decanting potentially occurring at Portal A is low and is possible at Portal B, while decanting into the weathered zone from mine workings can potentially occur and decant at the surface further downstream at the two portals is also possible. The quality of the water at both portals will represent elevated nitrates (NO₃-N ≈ 350 mg/ℓ), which will decay over time, and other constituents (Total Dissolved Solids ≈ 2 500 mg/ℓ, Electrical Conductivity ≈ 350 mS/m, Cl ≈ 550 mg/ℓ) that will concentrate due to evaporation of the water within the portal. The assumptions which form the basis of the numerical model are, by and large, standard for such models. SRK opinion is that the recharge estimate (0.1 - 3.5% of Mean Annual Precipitation) used in the model should be higher (5 - 7%), based on our work in adjacent and similar environments.

The main groundwater issues are as follows:

· A delay in the construction of the groundwater supply scheme may delay the project or reduce the tonnage to the available groundwater yield;

· Reduction in groundwater levels/availability; and

· The groundwater will be contaminated.

The ground- and surface water reports in the EIA deal with these issues. Ongoing monitoring and updating of the numerical model will show whether the suggested mitigation measures will be effective.

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Although several community water supply boreholes will be affected by the dewatering of the mine, they are not exclusively dependent on groundwater as they are supplied with potable water from the Lepelle Water Scheme. However, this supply is allegedly erratic and therefore the communities rely on their groundwater, albeit of poor water quality.

Management measures for groundwater are still dependent on ongoing monitoring and subsequent planning, with standard mitigation measures proposed at this stage, including some reliance on the control of ingress of water and oxygen as a post-closure strategy. The effectiveness of this solution has not been established.

6.4 Geotechnical data, testing and analysis

[§229.601(b)(96)(iii)(B)(7)(iv)] [SR3.1(i)] [SR4.3(ii)]

The geotechnical investigation for Mphahlele was completed in 2009 based on logging of core from vertical drill holes and laboratory strength testing, to determine the expected geotechnical conditions and provide mine design criteria. An assessment of the available information indicated that the data was of quality to be suitable for a prefeasibility study.

6.4.1Core logging

The core from 53 drill holes evenly spread across the mining area (Figure 6.1) were geotechnically logged from 20 m above to 20 m below the reef horizon.

	MPHAHLELE PGM PROJECT Geotechnically-logged drill hole positions across the Mphahlele mining area	Project No. 576060

Figure 6.1: Geotechnically-logged drill hole positions across the Mphahlele mining area

An acceptable logging procedure was employed with the following parameters being recorded, from which rock mass classifications were derived:

· Drilling interval;

· Geological unit;

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· Orientation of joints relative to the core axis;

· Joint surface condition;

· Total Core Recovery (TCR);

· Rock Quality Designation (RQD);

· Fracture Frequency;

· Weathering of Rock Units;

· Rock Hardness (field assessment); and

· Geological Structures (orientation of joints relative to the core axis, chromitite stringers, pegmatoid layers).

Information from all 53 holes was used to determine support requirements for the off-reef and access development. Twenty of the 53 holes were selected for logging of the immediate 5 m above and below the top and bottom reef contacts using the Barton’s Q Rock Mass Rating System (Q). This dataset was used specifically for the stope stability analysis.

6.4.2Laboratory testing

The purpose of the laboratory tests was to determine intact rock strengths for rock mass classification purposes. Uniaxial Compressive Strength (UCS) tests with the unit weight, Young’s modulus (E) and Poisson’s ratio (ν) were carried out at the University of the Witwatersrand Rock Mechanics Laboratory according to the International Society of Rock Mechanics suggested methods on representative sections of intact core. A total of 44 samples were tested from critical lithologies, which were well spread across the property and the results exclude samples that had failed along discontinuities or created a sampling bias. A summary of the laboratory test results per domain is presented in Table 6.1, which is representative of typical rock strengths from the eastern limb of the BC.

Table 6.1: Summary of laboratory tests conducted

Domain	Number of samples	Minimum UCS (MPa)	Mean UCS (MPa)	Maximum UCS (MPa)	Mean E (GPa)	Mean ν (MPa)
UG2 HW	17	78	147	198	114	0.27
UG2 Reef	12	42	82	162	103	0.29
UG2 FW	15	132	205	285	93	0.36

6.4.3Rock mass classification

Two rock mass rating systems were used; namely, Laubscher’s Mining Rock Mass (MRMR) System and Barton’s Q System, to classify the rock mass in the UG2 horizon. A modified Q’ is used in the determination of the Stability Number (N’) to assess hangingwall stability. The rock mass condition of the middling between the MR and UG2 was not logged in detail but was analysed as some of the off-reef excavations will be situated within these lithologies. Rock mass rating results are tabulated in Table 6.2, from which the following can be deduced:

· The data used for the rock mass classification was evenly distributed across the mining area;

· Ground conditions range from poor to good;

· The poor hangingwall conditions in the UG2 can be attributed to alteration and shearing, particularly where the harzburgite intrusion affects the deposit and the presence of chromitite stringers; and

· The UG2 footwall exhibits poor to fair rock mass conditions.

The range of rock mass conditions was catered for in the design by assessing a cumulative distribution of N’ and hydraulic radii.

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Table 6.2: MRMR for the Merensky and UG2 orebodies

Domain	Number of drill holes	Mean MRMR	MRMR Standard deviation	Q value range
UG2 HW	37	54	11	1.2 - 163
UG2 Immediate HW		48	8	1.1 - 75
UG2 Reef		49	8	0.9 - 76
UG2 Immediate FW		55	11	-
UG2 FW		55	13	1.1 – 158

6.5 Property plan with drill hole locations

[§229.601(b)(96)(iii)(B)(7)(v)]

The footprints of the MR and UG2 reefs are slightly different due to the stratigraphic separation and steep dip of the units. Many of the drill holes therefore are collared to the north of the MR sub-crop position. Collar locations of the holes relevant to the MR and UG2 reefs are shown in Figure 6.2. Also shown on the diagram are the major faults modelled (in blue) and the dip of the reef within the modelled reef footprint.

All holes are drilled vertically. The shorter holes (<100 m) do not show significant deflections; however, the deeper holes can deflect by several degrees. Deflections are typically towards the sub-crop position. The deeper holes typically have an original intersection, and two deflections.

MR UG2
	MPHAHLELE PGM PROJECT Plan view of the drill hole collar locations for the MR and UG2	Project No. 576060

Figure 6.2: Drill hole collar locations relevant to the MR and UG2

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7 SAMPLE PREPARATION, ANALYSES AND SECURITY

[§229.601(b)(96)(iii)(B)(8)] [SR3.4, SR3.5, SR3.6, SR4.1]

7.1 On-site sample preparation methods and quality control measures

[§229.601(b)(96)(iii)(B)(8)(i)] [SR3.4, SR3.5, SR3.6]

After logging, the core was marked up for sampling with nominal intervals of approximately 20 cm but this varied depending on the geology. Sampling was extended from well above and to well below the PGM reef in order to close off the mineralization. The core was then split longitudinally with a diamond-blade saw and sample intervals cut perpendicular to the core axis. Each half of the core was then placed in adjacent channels in a core tray and re-marked in paint with the sample intervals and numbers to ensure consistency between the two. Half-core samples were then placed in bags with sample tickets inserted in the bag and attached outside before being sent to the laboratory in batches with appropriate documentation. The remaining core was placed back into the original tray, annotated, photographed and stored in line with normal industry benchmark standards.

Before dispatch to the laboratory, internationally recognized reference materials were inserted into the sample stream along with blanks made up of swimming pool filter sand.

SRK has reviewed the sampling method and procedures for the Mphahlele Project and is satisfied that they meet normal industry benchmark standards.

Bagged samples were transported to the SGS Lakefield Research Africa (Pty) Ltd (SGS) Lakefield laboratory (Lakefield) in Johannesburg by road. Before leaving the core storage shed, the samples were checked against the documentation and a standard sample receipt form completed for signature at the laboratory. SRK is confident that there are no material problems with the security of the samples.

7.2 Sample preparation, assaying and laboratory procedures

[§229.601(b)(96)(iii)(B)(8)(ii)] [SR3.4, SR3.5]

SGS is an ISO 17025-accredited laboratory in Johannesburg where the samples were prepared and analysed for Pt, Pd, Au, Rh, Ni and Cu. There was no need to dry samples and these were crushed in a jaw crusher and pulverized using a ring mill.

Pt, Pd and Au were analysed using a lead collector fire assay technique with a silver collector and Inductively Coupled Plasma – Optical Emission Spectroscopy (ICP-OES) finish. Rh was analysed by separate fire assay using a palladium collector and ICP-OES finish. Ni and Cu analyses were done by aqua regia with an Atomic Absorption Spectroscopy (AAS) finish and reflect the acid soluble metal results and not Ni contained in silicate minerals. These analytical procedures are standard throughout the industry in South Africa.

Nickel sulfide (NiS) analyses were conducted on 19 complete reef intercepts of MR and 32 from the UG2, which represent ±12% of all intersections through each reef. The NiS analyses were performed on milled sample pulps by Genalysis using their sample preparation facility in Johannesburg and laboratory in Perth, Western Australia. The analysis involves a fire assay with nickel sulfide collection followed by Inductively Coupled Plasma – Mass Spectroscopy (ICP-MS) finish.

Assay results were sent by e-mail to SPM and after inspection of the quality assurance inserts, the laboratory was notified of acceptance of the assays and a formal hard-copy assay certificate issued.

Sample standards were routinely inserted with each batch and preferably with each reef sampled. The standards were matrix matched to the reef and nine different standards were used. The laboratory also reported all of its internal duplicates and standards associated with each batch to SPM.

7.3 Quality control procedures and quality assurance actions

[§229.601(b)(96)(iii)(B)(8)(iii)] [SR3.5(i), SR3.6(i)]

Core recovery was measured throughout the hole. SRK inspected these records through the reef zones and found the average recovery to be very close to 100%, and always above 95%.

Pt, Pd and Au were analysed using a lead collector fire assay technique with a silver co-collector and ICP-OES finish. Rh was analysed by separate fire assay using a Pd collector and ICP-OES finish. Ni and Cu analyses were done by aqua regia with an AAS finish and reflect the acid soluble metal content. Quality control procedures included the submission of certified reference material (CRM) with every reef intersection submitted. Sample standards were routinely inserted with each batch at a ratio of 1 to every 20 samples. Results of the standards and blanks were reviewed on a batch by batch basis along with the internal laboratory standards and repeats.

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Milled reject pulps returned from SGS were relabelled and resubmitted to SGS for repeat analyses. A selection of pulp rejects with reference materials were also submitted to the Genalysis in Perth Australia who acted as the umpire laboratory. The laboratory also reported to SPM all its internal duplicates and standards.

A Mineral Resource estimate for the Mphahlele Project with an effective date of 1 October 2007 was subsequently updated in December 2008. The quality assurance and quality control (QA/QC) programme for the 2008 update comprised only blanks, international reference materials and repeat samples which were not covered in the previous programme. The discussion below is in two parts - it covers the QA/QC dataset as at the time of the NI43-101 report with an effective date of 1 October 2007 and QA/QC dataset subsequent to this date.

7.3.11 October 2007 NI 43-101 QA/QC Report

SPM inserted 714 samples of international reference material (nine different South African Reference Material (SARM) and African Mineral Standards (AMIS) standards) into the sample stream of 13 809 samples. Eight hundred and fifty repeat samples were re-analysed at Lakefield and 239 blanks were used. The blanks were normally inserted immediately after a sample where a higher grade was expected.

The repeat samples returned to Lakefield gave acceptable results for all metals with no detectable bias between the two sample sets.

None of the reference materials returned 100% compliance for all metals although overall they were above 80% for Pt, Pd, Au and Cu with the best compliance for Rh. The Ni results showed that different analytical methods were used for the original certification of the SARM standards whereas the AMIS results gave 100% compliance.

The half absolute relative difference (HARD) values comparing the average assay results with the certified value were within accepted norms with the exception of the SARM Ni results. This suggests that the overall rather indifferent compliance with the reference materials is balanced by high and low results against these standards.

SRK reviewed the results of the umpire assays on 307 samples sent to Genalysis. These showed spurious results for 19 samples which probably resulted from mis-numbering of samples and these were removed from the comparative database. The remaining samples gave acceptable regression slopes for all metals except for Ni which was due to different acid digestion methods.

Despite these complications, SRK considered the quality and quantity of data as sufficient and therefore approved of its use in the Mineral Resource estimates with an effective date of 1 October 2007.

7.3.2QA/QC insertion subsequent to 1 October 2007

A further 486 samples of international reference materials were inserted into the sample stream sent to the SGS laboratory along with 252 blanks and 1 381 repeats of milled rejects. The blanks of quartz river sand are normally inserted after a sample containing the base of visible mineralization in the MR and at the base of the UG2, where higher grades are expected.

The 1 381 laboratory duplicate samples returned to Lakefield gave acceptable results with no bias between the two sample sets for 3E (Pt, Pd, plus Au). The statistics on HARD values showed that only 3% of these were greater than 10% for Pt values greater than 0.10 g/t. Where the HARD values were higher, they tend to be from assays close to the detection limit. For the 713 base metals results only 1% of the HARD values for Ni were above 5% and seven values were removed with clearly spurious results. The fact that these spurious results exist at all is a reflection of inadequate batch-by-batch monitoring of assay returns at the time.

The blank samples gave acceptable results with one exception, which returned values indicating sample number transposition (6.67 g/t 4E). The average for all other samples at 0.057 g/t 4E showed that there has been no significant contamination and 98% of the values were less than 0.15 g/t 4E. However, SRK noted that sand samples require no crushing and therefore the blanks only check sample cross contamination in the milling procedures.

Eleven different reference materials were used appropriate to the two reefs and altogether 486 samples were submitted. Not all of these were assayed for all metals. Table 7.1 below summarizes the results of these submissions and gives the reference material identification, type and certified value. The HARD values reflect the variance between the average and certified values.

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Table 7.1: Summary of reference material results

Reference	Item	Pt	Pd	Rh	Au	Ni	Cu	4E
Reference Materials	Total Submitted	486	486	479	486	485	485	486
	Number in Range	346	366	392	288	177	172	385
	% Values in Range	71%	75%	82%	59%	36%	35%	79%
SARM 65	Number or Assays	45	45	45	45	45	45	45
	Number in Range	20	37	16	24	0	0	26
	% Values in Range	44%	82%	36%	53%	0%	0%	58%
	Certified Value	2.64	1.28	0.52	0.03	0.00	0.00	4.48
	Average Assay	2.69	1.30	0.53	0.03	0.02	0.00	4.56
	HARD Value on Average	1%	1%	1%	10%	100%	100%	1%
SARM 7B	Number or Assays	40	40	40	40	40	40	40
	Number in Range	10	20	30	20	0	0	21
	% Values in Range	25%	50%	75%	50%	0%	0%	53%
	Certified Value	3.74	1.54	0.24	0.27	0.00	0.00	5.79
	Average Assay	3.67	1.55	0.24	0.27	0.16	0.09	5.73
	HARD Value on Average	1%	0%	1%	1%	100%	100%	1%
SARM 70	Number or Assays	62	62	62	62	62	62	62
	Number in Range	51	45	53	37	0	0	53
	% Values in Range	82%	73%	85%	60%	0%	0%	85%
	Certified Value	0.40	0.40	0.11	0.02	0.00	0.00	0.93
	Average Assay	0.40	0.40	0.11	0.02	0.02	0.01	0.92
	HARD Value on Average	0%	0%	2%	10%	100%	100%	0%
SARM 71	Number or Assays	64	64	64	64	64	64	64
	Number in Range	44	47	52	48	0	0	51
	% Values in Range	69%	73%	81%	75%	0%	0%	80%
	Certified Value	2.08	1.67	0.43	0.05	0.00	0.00	4.23
	Average Assay	2.04	1.67	0.45	0.05	0.03	0.02	4.22
	HARD Value on Average	1%	0%	2%	2%	100%	100%	0%
SARM 73	Number or Assays	53	53	53	53	52	52	53
	Number in Range	37	32	52	46	0	0	44
	% Values in Range	70%	60%	98%	87%	0%	0%	83%
	Certified Value	2.45	1.56	0.26	0.19	0.00	0.00	4.46
	Average Assay	2.46	1.56	0.26	0.18	0.17	0.10	4.46
	HARD Value on Average	0%	0%	1%	2%	100%	100%	0%
AMIS0006	Number or Assays	3	3	3	3	3	3	3
	Number in Range	0	2	1	0	0	0	2
	% Values in Range	0%	67%	33%	0%	0%	0%	67%
	Certified Value	1.38	0.91	0.29	0.02	131.00	820.00	2.60
	Average Assay	1.33	0.86	0.21	0.04	0.01	0.05	2.44
	HARD Value on Average	2%	3%	16%	37%	100%	100%	3%
AMIS0007	Number or Assays	8	8	8	8	8	8	8
	Number in Range	8	8	8	7	0	0	8
	% Values in Range	100%	100%	100%	88%	0%	0%	100%
	Certified Value	2.48	1.50	0.25	0.16	0.117	0.136	4.39
	Average Assay	2.46	1.55	0.25	0.14	0.17	0.12	4.41
	HARD Value on Average	0%	2%	1%	5%	100%	100%	0%
AMIS0008	Number or Assays	26	26	26	26	26	26	26
	Number in Range	19	20	25	22	0	0	19
	% Values in Range	73%	77%	96%	85%	0%	0%	73%
	Certified Value	8.66	4.36	0.68	0.36	0.34	0.23	14.06
	Average Assay	8.76	4.46	0.67	0.37	0.34	0.23	14.26
	HARD Value on Average	1%	1%	1%	2%	100%	100%	1%
AMIS0009	Number or Assays	79	79	75	79	79	79	79
	Number in Range	59	58	60	66	74	74	59
	% Values in Range	75%	73%	80%	84%	94%	94%	75%
	Certified Value	1.80	0.95	0.13	0.14	0.12	0.09	3.02
	Average Assay	1.70	0.92	0.12	0.14	0.12	0.09	2.86
	HARD Value on Average	3%	2%	4%	1%	2%	2%	3%
AMIS0010	Number or Assays	86	86	85	86	86	86	86
	Number in Range	83	77	80	0	86	86	84
	% Values in Range	97%	90%	94%	0%	100%	100%	98%
	Certified Value	2.13	1.32	0.41	0.03	0.02	0.08	3.89
	Average Assay	2.15	1.37	0.42	0.03	0.02	0.07	3.97
	HARD Value on Average	0%	2%	1%	11%	0%	2%	1%
AMIS0034	Number or Assays	20	20	18	20	20	20	20
	Number in Range	15	20	15	18	17	12	18
	% Values in Range	75%	100%	83%	90%	85%	60%	90%
	Certified Value	3.69	1.63	0.24	0.43	0.17	0.15	5.99
	Average Assay	3.59	1.60	0.22	0.40	0.17	0.14	5.78
	HARD Value on Average	1%	1%	5%	3%	0%	4%	2%

None of the reference materials returned 100% compliance for all metals and overall, these returns are worse than the first sets of assays reported in October 2007, which reflect a lack of control on each batch at the time.

The SARM standards show far less compliance for the 4E than the AMIS reference materials which suggests a problem with the SARM reference materials rather than the laboratory.

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In some instances, the higher-grade reference material (SARM7b, SARM71, SARM73 and AMIS0008) shows much lower compliance than some of the lower grade standards (SARM70 and AMIS0002).

The HARD values comparing the average assay results with the certified value are within what would normally be accepted for individual assay repeats for this type of sample, with the exception of the SARM Ni results. This suggests that the overall rather indifferent compliance was balanced by high and low results against the standards.

SRK reviewed the results of the umpire assays on 954 samples sent to Genalysis but it was noted that the Genalysis fire assays were done using a nickel sulfide rather than a lead collector. This will give a slightly different result for Pt, Pd and Rh but it allows the determination of Ir and Ru, which make a material contribution to the value of the two reefs.

The comparison of the Genalysis and SGS results showed spurious values for 25 samples with HARD values in excess of 40% and an average of 76%. The HARD value of the averages returned from the two laboratories for these samples was 28.1% (Table 7.2). These were removed from the comparative database. The reasons for these anomalies are unknown but could be the result of mis-numbered samples.

In addition, the results were split into two for Pt values above and below 0.1 g/t (Genalysis assays) partly on the assumption that very of the few low values are included in the resource database and the number of high individual HARD values increases as assay detection limits are approached.

The remaining 789 samples gave very acceptable regression slopes and these are shown in Table 7.3 and the scatter plot for the 4E repeats is shown in Figure 7.1. No Ni and Cu repeats were done as the procedures employed by Genalysis were different to those used by SGS.

Table 7.2: Statistics on Lakefield Genalysis anomalous umpire assays

	Genalysis 4E	SGS Lakefield 4E	HARD Value 4E
	g/t	g/t	%
All Values Ave.	3.65	3.69	0.6%
All Values No.	954	954
Values> 0.1 Pt	4.25	4.37	1.4%
Values> 0.1 Pt	789	789
Values< 0.1 Pt	0.10	0.10	1.1%
Values< 0.1 Pt	142	142
Wild Values	4.46	2.50	28.1%
Wild Values	25	25

Table 7.3: Statistics on Lakefield Genalysis umpire assays

	No.	Average SGS Lakefield	Average Genalysis	HARD Value of Average	Regression Slope
		g/t	g/t	%
Pt	789	2.25	2.21	1.1%	1.00
Pd	789	1.65	1.65	0.0%	1.03
Rh	789	0.31	0.31	0.5%	0.95
Au	789	0.16	0.16	0.7%	0.82
4E	789	4.37	4.25	1.4%	1.01

Figure 7.1 gives the results of the standards submitted along with the replicate assays to Genalysis. The only metal showing a low compliance is Au. The Au values are very low, for some standards approaching detection limit for the assay method. The two SARM standards have been omitted from this assessment because only the Pb collection certified values are quoted and Genalysis used a NiS collector. Similarly, no base metal results were reported because of different acid strengths used for solution of the samples.

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	MPHAHLELE PGM PROJECT Scatter plot of 4E umpire assays	Project No. 576060

Figure 7.1: Scatter plot of 4E umpire assays

Table 7.4 shows the much better, and acceptable, compliance of the Genalysis results against the certified values than achieved by SGS.

Table 7.4: Statistics on standards submitted to Genalysis

	Pt	Pd	Rh	Au	Ir	Ru	Os
Total Submitted	32	32	32	32	32	32	13
Number in Range	32	29	32	27	32	32	11
% Values in Range	100%	91%	100%	84%	100%	100%	85%

7.4 Adequacy of sample preparation, security and analytical procedures

[§229.601(b)(96)(iii)(B)(8)(iv)][SR3.5(ii)]

Despite the problems with the SGS results, there is minimal bias for all the 4E values between the two laboratories and the HARD values on the averages of the two sets of replicates are within an acceptable range. Based on this, SRK considered the quality and quantity of data as sufficient and therefore approved of its use in the Mineral Resource estimates.

However, SRK remains concerned about the quality of the SGS results, especially as these issues were not proactively addressed, which is required in terms of the sampling and assay protocol.

7.5 Unconventional analytical procedures

[§229.601(b)(96)(iii)(B)(8)(v)]

Conventional Pb collector and NiS collector fire assays were done for the precious metals with ICP-OES and ICP-MS finish and acid dissolution with an AAS finish for the base metals.

SRK does not consider any of the analytical methods employed for the assay analysis to be unconventional. These methods are tried and tested in the PGM industry.

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8 DATA VERIFICATION

[§229.601(b)(96)(iii)(B)(9), SR3.6]

8.1 Data verification procedures applied

[§229.601(b)(96)(iii)(B)(9)(i), SR3.1(ii), SR3.6(i)]

Site visits to the Mphahlele Project area and core storage shed in Polokwane were made by a Principal Resource Geologist employed by SRK on 4 August 2007 and 13 March 2008. Two core drill rigs were observed during the first visit, although one was subsequently relocated. Three core trays were observed at one of the operating rigs. The project manager and geologist described the procedures used on the project from receiving and marking drill core, geological logging, sampling and sample despatch. Good field procedures were being followed. All three geologists were knowledgeable on the local geology and the styles of mineralization and proficient in sampling procedures.

During the first visit at least 15 mineralised intersections from both the UG2 and MRs were examined at the Polokwane storage shed from both previously sampled core and one hole in the process of being sampled. These were checked against the logs and the geology assessed. During the second visit undertaken by a Principal Resource Geologist employed by SRK, the core and facies variations of the two reefs were examined.

A Senior Resource geologist employed by SRK visited the Mphahlele Project area and inspected selected drill core in the core storage shed on 22 October 2013. The logging and sampling of selected drill holes was validated against the drill hole logs and database.

8.2 Limitations in data verification

[§229.601(b)(96)(iii)(B)(9)(ii)] [SR3.1(ii), SR3.6(i)]

The exploration drilling, logging and sampling between February 2004 and August 2007 was undertaken prior to SRK’s involvement in the project.

As such, SRK did not observe the drilling, core collection and sampling processes of this period first-hand, but has reviewed the core remaining in the core trays in relation to the company’s standard procedures and against the geological logs. SRK is satisfied from this review that the company’s standard procedures had been consistently applied.

8.3 Adequacy of data

[§229.601(b)(96)(iii)(B)(9)(iii)] [SR3.1(ii), SR3.6(i)]

SRK is satisfied that the logging and sampling of the core undertaken during the two drilling phases is consistent with general industry best-practice norms.

SRK undertook independent verification of the analytical QA/QC results, as described in the previous sections, and is satisfied that the analytical results are sufficiently accurate and precise for use in Mineral Resource estimation.

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9 MINERAL PROCESSING AND METALLURGICAL TESTING

[§229.601(b)(96)(iii)(B)(10)] [SR4.5(iii), SR5.3]

9.1 Nature of mineral processing, metallurgical testing and analytical procedures

[§229.601(b)(96)(iii)(B)(10)(i)] [SR5.3(i)(ii)(iv)(v)(vi)]

9.1.1 Introduction

The Mphahlele Project is adjacent to the Voorspoed, Dwaalkop and Doornvlei properties and both the Merensky and UG2 ore types are represented on the property. The UG2 ore types on these properties are unique in that the base metal content of the ore is high relative to other Bushveld UG2 ores. It was envisaged that the Mphahlele UG2 ore will be very similar to these ores.

Extraction of PGM minerals from UG2 ore utilizes a typical base metal sulfide flotation reagent suite. This is interesting when one recognizes that the base metal content is very low in UG2 ore. The success of the process is, however, attributed to the presence of mineral species that demonstrate hydrophobic behaviour when treated with the base metal sulfide reagent suite. A challenge in the extraction of PGM is the high chromite content in the ore. Chromite is typically recovered by entrainment and is regarded as a contaminant in the concentrate. Significant penalties are imposed by smelters for Cr₂O₃ grades in excess of about 2%.

The opportunity exists to pre-concentrate the ore using X-Ray sorting technology such as provided by Rados. Test work was conducted to determine the potential for an upgrading of the flotation plant feed grade yet minimizing the losses in the pre-concentration discard.

In order to reach the required particle size with an 80% passing (P₈₀) of circa 75 µm, the use of two stages of milling is required. Overgrinding of the ore results in recovery losses and companies have opted for a mill-float-mill-float (MF2) flotation circuit where a rougher flotation stage is introduced between the two milling stages. This flotation of the coarser primary mill product also limits the amount of chromite that is recovered to the flotation concentrate by entrainment.

Multiple stages of cleaner flotation are normally required to produce a saleable product suitable for the smelters. Chromite content in the cleaner concentrates improves with the stage-wise rejection of the entrained chromite.

All metallurgical test work was done at Mintek, Randburg, South Africa.

9.1.2Radiometric Sorting (Rados) Test Work

In order to increase the grade of the ore to the concentrator, the viability of pre-concentration of the ore was considered. Two options were considered, namely the Dense Media Separation (DMS) technology and sorting by X-Ray fluorescence. A DMS circuit is used at the PPM plant and provides a basis of comparison.

Rados technology sorts the ore on a rock by rock basis, as the individual rocks pass in front of an X-Ray head and detector. While the ore particle is falling past the X-Ray head and detector, the Rados control unit analyses the data from the detector, determines the metal concentrations and/or metal ratios, and compares these against the sorting matrix. Based on this analysis the unit determines whether the ore particle is to be selected as reef or discarded as waste.

A Rados pilot plant was used at Mintek to assess the viability of using the Rados technology on the UG2 ores. Results were very promising, and PPM built a proof of concept (PoC) plant at the PPM concentrator. The PoC plant run proved that the technology is viable in processing and upgrading the UG2 ore. A review of the data indicated that the ore sorter results are very close to, or better than, the original Mintek test work data.

The average discard rate of the Rados sorters for the review period was 0.44 g/t 4E against an expected grade of 0.55 g/t. The average upgrade ratio for the review period was 1.43. The optimum feed size was determined to be >50 mm and <100 mm. Should the feed be <50 mm, then the sorter feed rate is too low because it must “see” every piece of ore, and for >100 mm, the mineral particles are not sufficiently exposed.

9.1.3 Milling and Flotation Test Work

Although metallurgical test work was conducted on both Merensky and UG2 composited samples of drill hole core, only the results of the UG2 test work are presented here.

Samples were split on rotary splitters after being crushed to -1.7 mm, and a sample was submitted of each sample for head grade analysis.

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Pre-concentration test work to determine the potential for upgrading of the UG2 ore prior to crushing and milling was conducted. Various settings were considered to determine the optimum upgrade ratio. Preliminary tests were conducted on a composite sample milled to a P₈₀ of 75 µ to confirm the basic reagent suite.

A milling curve was generated for the ore and rate flotation tests were conducted at various grinds to determine the optimum grind. The flotation response was used to describe the flotation circuit design criteria.

Having determined the optimum grind, samples were submitted for milling test work, and standard Bond Rod Mill and Ball Indices were determined at various limiting screen sizes. Experience with UG2 ores from the other mines showed that dilution with the hanging and footwall would significantly increase the hardness of the ores. Hence samples of the potential dilution were also tested for hardness.

Cleaner rate flotation tests were done to determine the kinetic characteristics of the rougher concentrates. Multi-stage cleaner and recleaner tests were performed to determine the upgrade potential of the concentrates, and the overall recovery that could be achieved.

Settling tests were conducted on the concentrate and tailing samples to generate the thickener design criteria.

Metallurgical Head Grades

The average head grade of the UG2 ore is reflected in Table 9.1.

Table 9.1: Average head grade from samples

Item	Head Assays Samples
	Pt	Pd	Rh	Au	4E	Pt/Pd	Cu	Ni	Cr2O3	S
	(g/t)	(g/t)	(g/t)	(g/t)	(g/t)	ratio	(%)	(%)	(%)	(%)
UG2 Ore	1.93	1.29	0.30	0.07	3.59	1.49	0.07	0.17	25.24	0.21

Milling Test Work

The average Bond Ball Mill Work Indices (BWI) in kWh/t for the UG2 ore composite is reflected in Table 9.2.

Table 9.2: UG2 composite sample work indices

Sample Name	Limiting Screen (µm)	F80 (µm)	P80 (µm)	Net Production	BWI	BMWI	RWI	Ratio
				(g/rev)	(kWh/t)	(kWh/t)	(kWh/t)	BWI:RWI
UG2 Composite	150	2 123.26	126.29	2.69	10.23	14.80		1.03
	106	2 123.26	84.16	1.55	13.43	16.55	14.31	1.16
	75	2 123.26	60.06	1.05	16.23	18.24		1.28

Note:

RWI = Bond Rod Mill Work Indices

The BWI reported within acceptable limits for a typical UG2-type ore.

As a rule of thumb, RWI:BWI ratios above 1.25 can indicate a potential critical size build-up or top end competency problem in an autogenous grinding (AG) mill. The higher the ratio, the greater the likelihood of a build-up occurring. High ratios can indicate that “scatting” rates (production of material sub-grate size but coarser than the trommel or closing screen mesh) will be correspondingly high. Typically, ores that respond well to AG/semi-autogenous milling possess a ratio in the region of 1.1 – 1.2, which is indicative of neither high nor low competency.

The UG2 footwall and hanging wall dilutions are shown to be harder than their respective reef horizons and, in some cases, up to 21 kWh/t.

Variability in the ore hardness and the likelihood of dilution would suggest that the choice of a crusher-ball mill circuit would be prudent.

Flotation Test Work

The majority of the UG2 samples responded well to flotation, with combined rougher 4E recoveries after 20 minutes of flotation of between 83 - 91%.

Most of the samples may be regarded as relatively fast floating. However, some samples showed a long slow floating “tail” but are still showing positive kinetic trending after 20 minutes, indicating that increased residence times may benefit the overall recovery profiles of these samples.

The deeper 750 m UG2 samples appeared to respond to rougher flotation as effectively as the shallower samples.

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The UG2 coarse rougher-cleaner-re-cleaner test recovered 58% of the available 4E into the re-cleaner concentrate at a grade of 198 g/t and 2% mass pull. The cleaner unit efficiency was good at 89.5%, though the re-cleaner unit efficiency returned a relatively low value of 80.4%.

The Cr₂O₃ grade was high at 5%. This indicated that further cleaning stages would be required to produce a smelter-acceptable concentrate. The high Cr₂O₃ grades of the flotation concentrates suggested that the PGMs may not have been completely liberated during the milling process. The Cr₂O₃ was observed to drop out during the cleaning and re-cleaning process.

The role of the depressant when treating these ores should not be underestimated as it should be possible to achieve high concentrate grades at higher depressant dosages without sacrificing recovery. Sufficient residence times need to be built into the circuit to minimize losses of any slow-floating PGMs. Depressant dosages should initially err on the conservative side.

9.1.4Test work Interpretation and Plant Circuit Selection

From the results obtained, flotation kinetic data were produced to enable recovery modeling predictions to be made according to the Kelsall model. The predictions for this modeling are 85.6% 4E, 2.0% Ni and 58.6% Cu metal recovery.

Findings of the test work indicate that pre-concentration of the UG2 using Rados technology must be installed. The preferred circuit configuration is an MF2 circuit with crushing and ball milling as the primary milling circuit. Secondary ball milling must be utilized to reduce the particle size to 80% passing 75 µm.

Long flotation residence times of up to 35 minutes must be catered for in all the flotation circuits, and cleaner and recleaner stages must be used to increase the concentrate grade, and at the same time reduce the chromite content to acceptable levels.

9.2 Representivity of test samples

[§229.601(b)(96)(iii)(B)(10)(ii)] [SR5.3(iv)]

For a new project, the samples submitted for the test work were representative of the ore body and included the various ore types.

Twelve UG2 half-drill hole core samples from the Mphahlele orebody of approximately 5 kg each, representing the geographical extent and from the nominal 300 m and 500 m mining depths, were submitted for flotation and variability characterization test work. In core trays, the cores as delivered had already been cut to allow for the predicted mining dilution. The bulk of the work undertaken at Mintek was performed on these samples and various blends thereof.

A further four UG2 half drill hole cores were delivered from deflections on the nominal 750 m mining depth, also representing the geological extent of the orebody. Work done on these samples was limited to bench rougher rate flotation tests to confirm the flotation kinetics generated on the shallower cores.

9.3 Testing laboratory and certification

[§229.601(b)(96)(iii)(B)(10)(iii)] [SR5.3(i)(iii)]

The majority of the mineralogy and metallurgical test work was conducted at Mintek. Mintek is a well-respected research institution that is partly funded by the Department of Science and Technology. Mintek has no affiliation with SPM. The Mintek Assay Laboratory is accredited with ISO 17025 and has a laboratory specializing in the analysis of PGM+Au samples from the BC. They comply with all the QA/QC requirements according to the accreditation.

9.4 Plant recovery and deleterious factors/elements

[§229.601(b)(96)(iii)(B)(10)(iv)] [SR5.3(iv)(v)]

Results of the test work indicate that a PGM+Au recovery of 85.5% can be achieved on the UG2 ore using a MF2 circuit and milling the ore to a particle size with a P80 of 75 µm (SPM, 2020). Copper and nickel recovery will be 58% and 52%, respectively. The grade of concentrate at this recovery will be at least 180 g/t that will meet the requirements of the smelters. Chromite levels will be lower than 2% Cr₂O₃ and will be acceptable to all the smelters currently toll treating PGM concentrates.

9.5 Adequacy of data

[§229.601(b)(96)(iii)(B)(10)(v)] [SR5.3(v)(vi)]

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Standard metallurgical test procedures were utilized in characterizing the ores. The institutions utilized are well versed in conducting such tests and the test programmes were well structured.

All aspects around milling, flotation, solid liquid separation and upgrading of the ores were considered. The information was adequate to provide design information for the engineers. Sufficient information was provided to assist in the prediction of future plant performance.

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10 MINERAL RESOURCE ESTIMATES

[§229.601(b)(96)(iii)(B)(11)

The definition and selection of the mineral resource cuts was undertaken and reviewed by SPM staff. A Principal Resource Geologist employed by SRK undertook the geological modeling and Mineral Resource estimation.

All the mineral resource cuts were independently reviewed in detail by SRK, including cross referencing the original log sheets and interpretive logs. In addition, the analytical data were reviewed for any holes identified as having unusual grades or metal ratios.

The geological modeling was undertaken in Leapfrog Geo version 5.01, and the grade estimation and block modeling was undertaken in Datamine Studio RM version 1.5.55, and Isatis version 18.03.

10.1 Key assumptions, parameters and methods used to estimate mineral resources

[§229.601(b)(96)(iii)(B)(11)(i)] [SR4.1(i)-(v), SR4.2(i)(iii), SR4.3(i)]

10.1.1 Mineral Resource cut

The Mineral Resource cuts were defined by SPM and coded into Excel spreadsheets. The drill hole logs were reviewed using graphical logs and the available assay database. The top contacts of both the MR and UG2 reefs were used as individual references. The cuts are defined considering both the nature of the metal distribution, as well as the practicality of minimum mining dimensions, and are considered to adhere to a minimum mining thickness appropriate for the mining method selected.

Merensky Reef

[SR4.3(i)]

The Mineral Resource cut was generated based on a set of rules applied to all reef intersections. The upper contact of the Merensky Pyroxenite serves as the top of all intersections. The peak of mineralization is generally offset from the top of the pyroxenite and associated with a chromitite stringer. The top portion of the pyroxenite above the chromitite stringer typically varies between 15 cm and 40 cm and is generally poorly mineralised. However, the chromitite stringer is not ubiquitously observed in the drill holes, and hence it is more appropriate to consider the consistently observable pyroxenite contact as a visual marker for the top of the mineralization.

For the MR a maximum down-the-hole apparent thickness of 2.4 m was allowed for. This represents a true thickness of between 1.4 and 1.8 m if an intersection angle between 35º and 50º is assumed. Picks and grade values are based on the sample widths and results captured in the assay database. Some intersections show the potential for a second cut for the MR in the footwall of the Mineral Resource cut; however, this has not been modelled in the current estimate and will require additional assessment of its continuity and economic potential before being declared as a Mineral Resource.

Using the MR Mineral Resource cut calculated for every drill hole and deflection, a composite grade and width was calculated for each metal over the selected width. The metal accumulations were calculated as the sum of the product of each sample metal grade and width, expressed as cm.g/t, and an average deflection cluster grade back-calculated as the total metal accumulation divided by the total cut thickness for each deflection cluster (mother hole plus deflections).

UG2 Reef

[SR3.7, SR4.3(i)]

The top of the chromitite was used as the start of all the composites. The chromitite and associated stringers are all included in the Mineral Resource cut, inclusive of any internal pyroxenite. On rare occasions the Mineral Resource cut is extended into the footwall samples where the mineralization persists into the footwall, as the expectation is that grade control drilling will be able to identify this prior to mining. A number of the composites defined by SPM have true thicknesses of less than 1 m, assuming a ~50º dip, which is less than a reasonable minimum mining width. Although the dilution will be accounted for in the conversion to a Mineral Reserve, SRK recommends that a minimum true width of at least 1 m, for long hole open stoping, should be applied, as this is the conventional approach for declaration of a Mineral Resource on tabular orebodies. Over 20% of the composites on the UG2 are lower than 1 m true width, and as a result, the Mineral Resource tonnage is likely understated, and the Mineral Resource grade overstated.

The maximum thickness used in the Mineral Resource estimate was 4.39 m (vertical width – or approximately 2.8 m true width) against a maximum thickness of in excess of 15 m for some intersections logged as UG2. SPM

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reviewed all intersections and excluded some as disturbed or potholed, such as intersections where the chromitite units are interlayered with pyroxenite and anorthosite for several metres. The UG2 is known, as discussed in Chapter 3, to occur in places as two discreet chromitite seams, separated by a pyroxenite parting of variable thickness. Although there has not been a strict rule applied with respect to maximum thickness of the parting (which is generally poorly or not mineralized), where the parting is large, only the top Chromitite is selected as part of the Mineral Resource cut.

10.1.2  Wireframe modeling

SRK undertook the wireframe modeling in Leapfrog Geo 5.01, implicit modeling software. The modeling incorporated a structural interpretation done by SPM. SRK reviewed and accepted the SPM fault interpretation.

The interpretation of the fault locations by SPM is based on the knowledge of the regional structural trends, the drilling undertaken on the property, and the aeromagnetic survey undertaken over the lease area. SPM’s interpretation of the fault locations from the geophysical data is also premised on an earlier interpretation. The interpreted faults and major lineaments are shown in Figure 10.1, the first vertical derivative as solid and dashed black lines respectively. The approximate subcrops of the MR and UG2 are plotted as dashed white lines, visible across the centre of the image.

	MPHAHLELE PGM PROJECT Plan view of interpreted fault and lineaments overlain on the first vertical derivative of the aeromagnetic survey	Project No. 576060

Figure 10.1: Plan view of interpreted fault and lineaments overlain on the first vertical derivative of the aeromagnetic survey

Structural interpretation was based on interpretation of the aeromagnetic and radiometric survey that was completed over the Mphahlele lease area in 2004. The flight line spacing is 50 m and the survey covered an area of 117 km².

Faults and lineaments were identified from the various sun-shaded derivatives of the aeromagnetic data. The original interpretation was re-evaluated to produce the version that was used in this report. Structures trend largely northwest to southeast, while the strike of the layering in the BC rocks is close to east-southeast to north-northwest. This assists with the interpretation of the faults and lineaments. Towards the east the resource area is cut-off by a large fault structure, associated with folding.

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SRK created the wireframes as veins in Leapfrog, as this approach allows the software to explicitly honour the intersection top and bottom contacts and models the thickness in between the intersections. Leapfrog projects the interpreted fault traces vertically and models the elevation of the top and bottom contacts of the composites within each fault block, ignoring the data outside of a fault block. The wireframes were set up to honour the contacts exactly, and the wireframes developed from the isosurfaces generated on an adaptive 20 m grid, which will generate triangles on a grid closer than 20 m if required to fit the isosurface. The model is constructed to a constant depth of 620 m below sea level (~1 535 m below surface) and clipped against the topography surface supplied by SPM.

The faulted wireframe models are illustrated in Figure 10.2, with the surface coloured according to the dip. Note that even if a fault line does not intersect the wireframes, as can be seen at the top of each image, Leapfrog will project the fault line and use this as a fault boundary. The reef dips are generally between 45º and 55º.

MR   UG2
	MPHAHLELE PGM PROJECT Plan view of the faulted UG2 and MR vein (seam) model coloured by face dip	Project No. 576060

Figure 10.2: Plan view of the faulted UG2 and MR vein (seam) model coloured by face dip

10.1.3Compositing

A single composite is defined over the full thickness of the selected Mineral Resource cut for each reef for each drill hole cluster. Each of the drill holes plus deflections are length weighted and averaged to calculate the composite. The metal accumulation (grade multiplied by thickness or cm.g/t) is calculated for each composite, and is the estimated variable, along with the vertical thickness to allow the back calculation of grades after estimation.

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10.1.4 Data statistics and capping

The statistics of the full width composite data are presented in Table 10.1 and Table 10.2, histograms illustrating the distributions of the metal grades in Figure 10.3 and Figure 10.4 and metal accumulations in Figure 10.5 and Figure 10.6. The UG2 is markedly higher grade than the MR except for the base metals where the MR grades are marginally higher.

The pattern of mineralization is consistent for the PGMs Pt, Pd, and Rh and Au in both the MR and UG2. The distributions are not strongly skewed, and there are no significant outliers. The MR density distribution is negatively skewed, as is the UG2, but not as strongly skewed. The MR accumulation distribution matches the grade distribution fairly well, due to the relatively tightly constrained distribution of length (vertical thickness) values. The UG2 accumulation distribution, while also being reasonably close to normally distributed, show a distinct character from the grade value, due to the wider range of length values. There are, however, no significant outliers, high or low, in the accumulation distributions.

Table 10.1: Statistics of the grade variables for the full width composites per seam

Variable	Reef	Count	Minimum	Maximum	Mean	Std. Dev.	CoV
4E ppm	MR	97	0.12	6.07	2.74	1.28	0.47
Pt ppm	MR	97	0.07	3.42	1.51	0.72	0.48
Pd ppm	MR	97	0.04	2.01	0.9	0.45	0.50
Rh ppm	MR	97	0.01	0.16	0.07	0.03	0.43
Au ppm	MR	97	0.01	0.61	0.26	0.12	0.46
Ni ppm	MR	97	0.01	0.38	0.18	0.07	0.39
Cu ppm	MR	97	001	0.24	0.11	0.05	0.45
Density	MR	99	2.67	3.26	3.13	0.1	0.03
Length	MR	99	0.86	2.74	2.1	0.26	0.12
4E ppm	UG2	178	1.36	9.49	5.09	1.43	0.28
Pt ppm	UG2	178	0.42	3.9	2.6	0.58	0.22
Pd ppm	UG2	178	0.21	5.38	1.94	0.82	0.42
Rh ppm	UG2	178	0.13	0.69	0.44	0.1	0.23
Au ppm	UG2	178	0.01	0.25	0.1	0.04	0.40
Ni ppm	UG2	178	0.02	0.33	0.12	0.05	0.42
Cu ppm	UG2	178	0.01	0.19	0.07	0.03	0.43
Density	UG2	178	3.2	4.16	3.75	0.15	0.04
Length	UG2	178	0.67	4.82	2.17	0.83	0.38

Table 10.2: Statistics of the estimated metal accumulation variables for the full width composites per seam

Variable	Reef	Count	Minimum	Maximum	Mean	Std. Dev.	CoV
4E cm.g/t	MR	97	29.71	1 328.87	540.61	318.90	0.59
Pt cm.g/t	MR	97	15.14	749.54	294.71	176.63	0.60
Pd cm.g/t	MR	97	8.72	460.21	180.78	111.80	0.62
Rh cm.g/t	MR	97	2	36.37	14.08	8.34	0.59
Au cm.g/t	MR	97	2.4	130.21	51.08	28.14	0.55
Ni cm.g/t	MR	97	1.23	85.57	36.98	17.51	0.47
Cu cm.g/t	MR	97	0.49	52.39	21.88	11.16	0.51
Density	MR	97	2.67	3.26	3.14	0.08	0.03
Length	MR	97	0.86	2.74	2.09	0.23	0.11
4E cm.g/t	UG2	178	194.22	2 994.68	1 065.42	477.58	0.45
Pt cm.g/t	UG2	178	72.16	1 367.51	542.91	233.16	0.43
Pd cm.g/t	UG2	178	24.78	1 334.08	408.90	221.60	0.54
Rh cm.g/t	UG2	178	20.58	236.74	92.79	39.68	0.43
Au cm.g/t	UG2	178	0.77	66.00	20.84	10.40	0.50
Ni cm.g/t	UG2	178	1.39	84.32	25.45	14.01	0.55
Cu cm.g/t	UG2	178	0.81	43.44	15.42	8.04	0.52
Density	UG2	178	3.2	4.16	3.78	0.16	0.04
Length	UG2	178	0.67	4.82	2.16	0.86	0.40

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	MPHAHLELE PGM PROJECT Histogram of Composite grades for MR	Project No. 576060

Figure 10.3: Histogram of composite grades for the MR

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	MPHAHLELE PGM PROJECT Histogram of Composite grades for UG2	Project No. 576060

Figure 10.4: Histogram of composite grades for the UG2

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	MPHAHLELE PGM PROJECT Histogram of Composite accumulations for MR	Project No. 576060

Figure 10.5: Histogram of composite metal accumulations for the MR

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	MPHAHLELE PGM PROJECT Histogram of Composite accumulations for UG2	Project No. 576060

Figure 10.6: Histogram of composite metal accumulations for the UG2

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SRK tested the metal accumulation distribution of the composites, using a variety of tests based around the concept introduced by Parker (1991) of calculating cumulative population statistics, starting with the first two lowest value samples, and sequentially adding samples and recalculating the population statistics at each addition. Where addition of a sample results in a significant change in the population characteristics, this is an indication of a potential need for capping. Box and whisker plots for each variable in Figure 10.7 are an additional way of assessing the distribution for statistical outliers. Statistical outliers are plotted as green crosses in Figure 10.7. However, a statistical outlier does not necessarily require capping as this assessment is based on a normal distribution, to which most of the variables to not strictly conform. Very few of the outliers in the box and whisker plots are on the high side of the distribution.

SRK’s assessments do not unequivocally show a need to cap the data, and SRK has elected to retain the previous SPM decision not to cap any of the composite datasets. The highest-grade UG2 composites for all variables are generally in well-informed areas, and these are not expected to exert an overly significant influence on the estimates. The deepest MR composites (in the South Western portion of the deposit) are amongst the highest value composites, resulting in a large high grade area in the estimates around these composites (see Figure 10.12); however, these are not isolated values, and appear to represent a real trend in the grade distribution.

On the low value side, there are two anomalously low-grade PGM values for the UG2, which have been investigated and retained as valid. They are not in well-informed areas and do have an impact on the estimates (see Figure 10.13 and Figure 10.14). These may represent potholed intersections and were excluded from the wireframe modeling but included in the grade modeling. An area surrounding the intersections is physically excluded from the block models.

The density values show the most significant low value outliers. For both the MR and UG2 these composites are very shallow and in well informed areas. There is no relationship between the low density values and metal grades; both the MR and UG2 low density values are spread across the typical grade distribution.

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MR                                             UG2
	MPHAHLELE PGM PROJECT Box plots of composite grades for the MR (left) and UG2 (right)	Project No. 576060

Figure 10.7: Box plots of composite grades for the MR (left) and UG2 (right)

10.2 Mineral Resource estimation

[§229.601(b)(96)(iii)(B)(11)(ii)] [SR4.1(iv), SR4.2(ii) (iv) (vi), SR4.5(ii) (iv) (v) (vi)]

No estimation domains have been applied in the estimation process. The UG2 does not show any strong grade trends across the deposit, and there is no strong evidence for the need to apply sub-domaining based on grade.

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There is a very subtle trend of decreasing thickness from west to east and south to north, but this is gradual, and there is no clear break in the distribution.

Previous estimates in 2012 sub-divided the MR into three domains for estimation (see discussion in section 5.1.1). The central area was interpreted to be significantly disturbed and was excluded from estimation and Mineral Resource reporting. The previous SPM and current SRK estimate include the entire strike length of the deposit but do not include any subdivision into estimation domains. The grade tends to be higher in the west than in the east and central portions of the deposit, with the lowest grades observed in the central, previously excluded, portion of the deposit. There is no significant trend in the thickness across the orebody; however, this is due to the definition of the Mineral Resource cut over a relatively fixed interval, and not due to the true thickness of the stratigraphic unit which is truncated in the Mineral Resource cut.

SRK generated a two dimensional (2D) estimate. For all variables, the 2D grid dimensions are the same, and are detailed in Table 10.3.

Table 10.3: Estimation of grid dimensions

	X	Y
Origin	58125	-2695200
Grid dimension (m)	25	25
No. grid cells	340	150
Extent	66625	-2691450

The PGM and Au grade and accumulation variables are highly correlated, as are the base metal grades. The PGM and gold correlations for the UG2 accumulations are illustrated in Figure 10.8, and the base metals show similarly strong correlations. Because of the strong correlations, SRK elected to co-Krig the PGMs and gold, and the base metals.

Semi-variogram modeling refers to the fitting of mathematical models (smooth curves) to the experimental semi-variograms generated in the analysis process. Experimental semi-variograms are an empirical measure of the continuity of grade (i.e., how similar sample grades are) dependent on the distance between samples, calculated by measuring the normalized variance between sample grades and plotting this against the distance between the samples. Semi-variogram models form the mathematical basis for the estimation process via the grade interpolation methods, e.g. kriging.

SRK was not able to generate experimental semi-variograms for the Merensky Reef, even when testing using sub-domain areas, which showed an interpretable pattern in the grade variance with distance. The UG2 data do show interpretable grade continuity and the semi-variogram models fitted to the experimental data are shown in Figure 10.9 to Figure 10.11.

No meaningful anisotropy was observed in the experimental semi-variograms, and omni-directional (2D) semi-variograms are calculated and modelled for all variables. Dual structures spherical models were fitted to all variables.

The nugget effect is modelled as a vertical offset at the origin of the fitted model and represents the intrinsic very short scale variability in the grades of immediately adjacent samples, due to the irregular distribution of metals in the orebody at that scale (and incorporating any errors which may be introduced during sampling, sample processing and assay). The range is defined as the distance where the slope of the experimental semi-variogram changes, and the full range is modelled where the experimental semi-variogram levels out. The sills are the values on the vertical axis where these inflections are modelled, and the sum of the nugget plus each sill value is expected to be equivalent to the population variance (potted on the semi-variograms as a horizontal dashed black line) of the sample dataset.

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	MPHAHLELE PGM PROJECT Scatter plot for the UG2 PGM and Au metal accumulation	Project No. 576060

Figure 10.8: Scatter plot for the UG2 PGM and Au metal accumulation

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	MPHAHLELE PGM PROJECT Experimental semi-variograms and cross semi-variograms for the UG2 PGM and Gold accumulations	Project No. 576060

Figure 10.9: Experimental semi-variograms and cross semi-variograms for the UG2 PGM and Au accumulations

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	MPHAHLELE PGM PROJECT Experimental semi-variograms and cross semi-variograms for the UG2 base metal accumulations	Project No. 576060

Figure 10.10: Experimental semi-variograms and cross semi-variograms for the UG2 base metal accumulations

	MPHAHLELE PGM PROJECT Experimental semi-variograms for the UG2 density and thickness	Project No. 576060

Figure 10.11: Experimental semi-variograms for the UG2 density and thickness

The semi-variogram models are summarized in Table 10.4. Note that the long range fitted to the density is to ensure the semi-variogram model reaches the population variance and would not be considered during the search range selection.

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Table 10.4: UG2 semi-variogram model parameters

			Range			Range
Variable	Nugget	Sill 1	X	Y	Sill 2	X	Y
Pt-cm.g/t	0	17 766.88	65	65	6 219.83	250	250
Pd-cm.g/t	0	22 206.04	65	65	8 497.53	250	250
Rh-cm.g/t	0	423.37	65	65	259.35	250	250
Au-cm.g/t	0	69.16	65	65	19.95	250	250
Ni-cm.g/t	70.61	68.44	59.07	59.07	68.44	218.1	218.1
Cu-cm.g/t	36.25	7.42	59.07	59.07	7.42	218.1	218.1
Density	0.004	0.0045	65	65	0.0147	1 800	1 800
Vertical Thickness	0.2057	0.0885	159.2	159.17	0.1903	631.2	631.2

Ordinary Kriging (OK) was selected as the estimation algorithm for the UG2. As it was not possible to model robust semi-variograms for the MR, the estimate was undertaken using inverse distances squared (ID²) weighting. SRK used the same search parameters for all variables on both reefs. SRK selected the parameters through test kriging of the PGMs and Au on the UG2 and visually assessing the grade and kriging statistic outputs. The estimates were completed in three passes, whose parameters are summarized in Table 10.5. The third search pass is intentionally set to a very large range to ensure all blocks are estimated.

Table 10.5: Search pass strategy

Search Pass	1	2	3
Range	150	500	1 200
Min Composites	3	3	3
Max Composites	5	10	5

The grade estimates for the 3PGMs plus Au, Ni and Cu are shown in Figure 10.12 and Figure 10.13 for the UG2 and MR respectively, and the PGM distributions for the UG2 in Figure 10.14. Plan views of the vertical thickness of the UG2 and MR are shown in Figure 10.15.

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	MPHAHLELE PGM PROJECT Plan view of grade estimates for the MR	Project No. 576060

Figure 10.12: Plan view of grade estimates for the MR

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	MPHAHLELE PGM PROJECT Plan view of grade estimates for the UG2	Project No. 576060

Figure 10.13: Plan view of grade estimates for the UG2

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	MPHAHLELE PGM PROJECT Plan view of PGM grade estimates for the UG2	Project No. 576060

Figure 10.14:	Plan view of PGM grade estimates for the UG2
For the MR, the PGM distributions are all fairly similar, with Pt slightly dominating over Pd. There is a strong grade trend from west to east, with the lowest grades in the central area, previously excluded from the Mineral Resource,

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and the most eastern portion of the deposit. The same pattern is observable in the base metal grade plots as well. While there is not necessarily evidence of a sharp change in grade from the available data, the patterns do support the use of sub-domains and SRK recommends that future estimates investigate the impact of this. SRK did not undertake testing of this during the current estimate as the agreed scope was to follow the interpretation of the SPM geologists.

In the UG2 estimates, the PGM distribution is relatively uniform, except for specific intersections which diverge from the relatively uniform grades. Specifically, the very low grades for all metals of the MP088 and MP089 at depth in the east are examples of unusual intersections which are anomalously low, compared to the majority of intersections. MP122 at X: 63 587 has anomalous metal grades, where the Pd (5.39 g/t) is higher than the Pt (3.21 g/t) and the base metals are significantly higher as well. If this is a potholed intersection or is selected from the bottom chromitite layer of the UG2 rather than the top chromitite layer, it may result in local over estimation. The source data for these intersections has been validated in detail, and the grades are confirmed as correct.

Note that small parts of the block models are absent, where SRK has specifically excluded an area around an intersection which was identified as potholed, and which was excluded from the wireframe or grade estimation. These specific exclusions are in addition to the geological losses applied.

	MPHAHLELE PGM PROJECT Plan view of vertical thickness of the MR and UG2	Project No. 576060

Figure 10.15: Plan view of vertical thickness of the MR and UG2

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The Mineral Resources are reported in accordance with the definitions and guidelines of the SAMREC Code (2016) and SK1300. The Mineral Resources are reported both inclusive and exclusive of any Mineral Reserves which may be declared from them.

The Mineral Resources are reported after the application of geological loss factors applied to the tonnage and metal content on a percentage basis (Table 10.6).

The geological loss factors for the UG2 are assigned based on classification (reflecting the relative confidence in the modeling and estimation).

The geological loss for the MR is similarly sub-divided based on the same factors but, in addition, the Central portion of the Merensky orebody, which is potentially disturbed and was previously not reported, and the area to the east of this, which may be more structurally complicated, are additionally discounted.

Table 10.6: Geological loss discount factors applied to the Mineral Resource reporting

Reef	Classification	Area	Discount Applied
UG2	Measured	All areas	12%
	Indicated	All areas	15%
	Inferred	All areas	20%
Merensky	Measured	All areas	12%
	Indicated	West	12%
		Central	30%
		East	25%
	Inferred	West	20%
		Central	30%
		East	25%

10.3 Mineral Resource classification criteria

[§229.601(b)(96)(iii)(B)(11)(iv)] [SR4.4(i)]

The classification of the Mineral Resources considers a number of aspects of the data quality and estimation. The quality of the data is considered to be high, due to the confidence in the location of the data, accurate surveys, detailed and appropriate geological logging, sampling procedures, which are consistent with industry best practice, and confidence in the accuracy of the analytical results, as determined thought the comprehensive QA/QC programme. No material uncertainty is considered to be introduced to the Mineral Resource estimates by these aspects of the data collection. As noted in Sections 7 and 8, the performance of some aspects of the analytical QA/QC program is seen as sub-optimal. However, the overall good correlation between the original and umpire analyses supports the interpretation that the assays are sufficiently accurate for use in Mineral Resource estimation.

The selection of the Mineral Resource cuts has been undertaken in a systematic fashion, based on a set of rules that incorporate consideration of the grade distribution, lithostratigraphy, and technical mining limitations such as minimum width. The cuts have been independently reviewed both within SPM and by SRK and found to be reasonable and consistent with the definition rules. SRK do not consider the definition of the Mineral Resource cuts to be a source of any significant uncertainty, noting, however, that there is mineralization outside of the Mineral Resource cuts, and a different set of rules could result in an alternative interpretation of the cuts.

The geological modeling honours the location and distribution of data well in the current models. This is assured through the use of implicit modeling for the orebody wireframe generation and defining this requirement in the modeling software. The overall morphology of the orebody is consistent, with a relatively consistent planar attitude that is consistent with the expectation of the northern margin of the main BC intrusion. On a macro-scale there are no significant fault displacements over the Mineral Resource area; the interpreted faults have relatively small displacements that can relatively easily be navigated during the mining process. The exact location of the faults is only known within the resolution of the drilling and the geophysical surveys. The density of the drilling is therefore a good proxy for the confidence in the structural interpretation and the uncertainly around the scale and location of the faults.

The decision to not use estimation domains is subject to review in the future, and may be a source of uncertainty. For the MR in particular, there are regional changes in the metal distribution that may be related to the presence of serpentenized harzburgite within the Merensky Pyroxenite unit. The nature of the transition between areas affected by this feature and those not affected is expected to be gradational; however, this is an aspect of uncertainty. This does not affect the definition of the Mineral Resource cut, which is based on defined rules as

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discussed previously, but can affect the metal accumulation. This is reflected in the Mineral Resource cut grades, which are observed to be lower in the central portion of the orebody.

For the MR estimate, using ID², no kriging statistics are generated, but are generated for the UG2 estimates using OK. Indicators such as the Slope of Regression and Kriging efficiency indicate high confidence in the estimates in the densely drilled areas, with the Slope of Regression typically above 0.8. In the more widely spaced drilling areas, where the drilling varies between 150 to 400 m (and of course in the areas with even wider drill spacing) there is no continuity in the Slope of Regression values, with high values clustered around the intersections, and reducing to below 0.5 between intersections. The shorter range of the first structures in the semi-variograms, which comprise the majority of the variance (60 % to 90 %) is responsible for this pattern.

However, the very consistent PGM and gold grades in both reefs, as well as the known grade continuity of the BC mineralization, as well as the high confidence in the data and the geological modeling, support a classification better than would be applied if considering the kriging statistics alone. SRK’s classification is primarily based on the data spacing, the experience of the Qualified Person, and the previous Mineral Resource classification done by SPM in 2019 and SRK in the 2008 estimate.

The classification outlines for the previous estimates were used as a starting point, which classified the areas above a Z elevation of 350 m, for the Merensky, and 170 m for the UG2 as Indicated Mineral Resources, and the area deeper than that as Inferred Mineral Resources. These elevations were selected as they approximate the transition between drill holes spaced at 400 m to 500 m (i.e., less than the variogram range modelled in the previous estimate) and the wider spaced drill holes.

The densely drilled areas, around the site of the declines in the previous study have a drilling density, as well as Kriging statistics that support the classification of Measured Mineral Resources. The classification assigned is shown in Figure 10.16.

SRK is of the opinion that, with consideration of the opportunities outlined in Section 21.12 and the recommendations in Section 22, any issues relating to all applicable technical and economic factors likely to influence the prospect of economic extraction can be resolved with further work.

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	MPHAHLELE PGM PROJECT Plan view of Mineral Resource classification assigned to the MR and UG2	Project No. 576060

Figure 10.16: Plan view of Mineral Resource classification assigned to the Merensky and UG2

10.4 Reasonable Prospects of Economic Extraction (RPEE)

[§229.601(b)(96)(iii)(B)(11)(iii) (vi) (vii)] [SR4.2(ii)(iii)(iv), SR4.3]

To assess the prospects of economic extraction, SRK calculated a cut-off grade based on mining and processing assumptions supplied by SPM. The metal prices and exchange rate used in the calculation are the three-year trailing average prices and spot values as of 31 December 2021 as provided by the Company (Table 10.7).

Table 10.7: Commodity price and exchange rate assumptions for cut-off calculations

Item	Units	Three-Year Trailing Average	Spot
Pt	(USD/oz)	946	968
Pd	(USD/oz)	2 045	1 902
Rh	(USD/oz)	11 722	14 100
Ru	(USD/oz)	362	550
Ir	(USD/oz)	2 719	4 000
Au	(USD/oz)	1 654	1 829
Ni	(USD/t)	15 415	20 701
Cu	(USD/t)	7 160	9 722
ZAR:USD	(ZAR)	15.24	15.89

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The three-year trailing average values are lower than the short term CRU values (refer to Table 15.2) while the long term CRU values are lower than the three-year trailing average values of all PGMs except for Rh. Using the three-year trailing average will likely result in a reasonably conservative cut-off value, with only the CRU long term prices likely to result in a lower cut-off. The short-term prices will likely have the biggest impact on the financial model and SRK considers the three-year trailing average to be an appropriate price deck, balancing the currently high prices and the varied short-term and long-term projections from CRU.

The UG2 estimated grades are globally all higher than the cut-off and using higher prices will have no impact on the reported UG2 Mineral Resource.

The MR Mineral Resources are impacted by the choice of cut-off, as approximately 15% of the total estimated area is currently below the calculated cut-off. The slope of the grade tonnage curve around the current cut-off value is shallow and relatively large changes in metal price will likely result in relatively small increases in the reported MR Mineral Resource.

A basket price for all the metals was calculated by weighting each of the three-year trailing average prices by the metal’s contribution to the 4E value for each reef package cut. The contribution of the base metals was not considered. The basket 4E prices of USD1 658/oz and USD2 331/oz were calculated for the MR and UG2, respectively. A 20% premium over the above basket prices (USD1 989/oz and USD2 797/oz, respectively) was used for the cut-off grade (CoG) calculation, as this is considered a reasonable price for the Mineral Resource use, taking into account the historical and current variability of the metal prices.

The CoG and the parameters assumed for its calculation for the MR and UG2 packages are detailed in Table 10.8. The cost and modifying factor assumptions are derived from the mining study detailed in Sections 11 and 12, the operating costs in Section 17.2, the economic analysis detailed in Section 18 and the processing recoveries discussed in Section 13.

Table 10.8: Parameters used in the CoG calculations for the MR and UG2 Reefs (based on underground mining methods)

MR	ZAR/t	UG2	ZAR/t
Mining Cost	782	Mining Cost	782
Rados	16	Rados	16
Concentrator	232	Concentrator	232
Smelter and Refining Opex	93	Smelter and Refining Opex	93
G&A	250	G&A	250
Total	1 373	Total	1 373
Mining recovery	97%	Mining recovery	97%
Plant Recovery	87.0%	Plant Recovery	83.2%
NSR	95.6%	NSR	93.6%
MCF	97%	MCF	97%
CoG	1.80	CoG	1.38

SRK is not aware of any technical constraints to the prospects of economic extraction of the Mineral Resources. Parts of the MR have relatively low grades that are below the calculated economic CoG. This is illustrated in the grade tonnage curves in Figure 10.17 where none of the UG2 model is below the CoG, while approximately 15% of the MR Mineral Resource falls below the current CoG (1.80 g/t 4E).

The effective date of the Mineral Resource is 31 December 2021, and the techno-economic assumptions which have been applied in the calculation of the RPEE are as that date. The metal price and exchange rates are based off of a three-year trailing average for these parameters as discussed in Section 10.3. These have been considered in conjunction with the long term projections provided by CRU. The mine is expected to operate for approximately 25 years based on the currently defined parameters and the Measured and Indicated Mineral Resources. Additional exploration is likely to be able to increase the extent of the Measured and Indicated Mineral Resources and therefore potentially the mine life. Projections of metal prices and economic parameters such as the exchange rate over such time periods are inherently uncertain, and future market conditions could be substantially different from those assumed. The risk to the UG2 is considered to be relatively low as the estimated grades are materially higher than the cut-off grade over the majority of the orebody. The MR is more sensitive to changes in the commodity prices, but is currently not part of the Mineral Reserve. Improvements in the technoeconcomic parameters in the future would present upside potential for expansion of the mines production, or extension of the economic life of the mine.

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	MPHAHLELE PGM PROJECT Grade tonnage curves for the MR and UG2	Project No. 576060

Figure 10.17: Grade tonnage curves for the MR and UG2

Additional drilling is reasonably expected to be able to convert the Inferred Mineral Resources into Indicated Mineral Resources. However, the current Measured and Indicated Mineral Resources are sufficient to support the initial requirements for demonstration of the feasibly of the project. Additional drilling to improve the confidence in the deeper Mineral Resources is likely to be undertaken after active mining commences.

10.5 Mineral Resource Statement

[§229.601(b)(96)(iii)(B)(11) (ii)] [SR4.1(iv) (vi), SR4.5(ii) (iv) (v) (vii), SR6.1(i), SR6.3(v)(vi)]

The in-situ Mineral Resource statement is given in Table 10.9 on an inclusive basis and in Table 10.10 on an exclusive basis. The portion of the Mineral Resource that is part of the Mineral Reserve is defined by the mine design. This includes development on the reef, stopes, and pillars. A perimeter surrounding the entire area that is covered by the mine design, inclusive areas developed, stoped, and of pillars and remnants that will not be

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mined was digitized. The exclusive in-situ Mineral Resources are based on this perimeter surrounding the area incorporated into the mine design. All in-situ Mineral Resources within the perimeter are excluded from the Exclusive Mineral Resource reporting, but no other exclusions are applied. The in-situ Mineral Resources are reported above an economic cut-off and after the exclusion of geological losses.

All of the UG2 resource model has grades that are above the economic cut-of grade of 1.38 g/t determined above.

SPM is the beneficial owner of 75% of the Mphahlele Project and only the portion of the metal and tonnes attributable to SPM is included in the tabulations.

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Table 10.9: SRK audited PGM INCLUSIVE attributable Mineral Resource statement, effective 31 December 2021

Classification INCLUSIVE	Reef	Tonnage (Mt)	Reef Width (m)	PGM Grade (g/t)								Contained PGM (Moz)		Base Metal Grade (%)		Contained Base Metal (tonnes)
				4E	6E	Pt	Pd	Rh	Au	Ir	Ru	4E	6E	Ni	Cu	Ni	Cu
Measured Mineral Resource
	Merensky	0.6	1.20	3.00	3.80	1.65	0.99	0.08	0.30	0.12	0.68	0.06	0.08	0.21	0.12	1,280	763
	UG2	2.1	1.20	5.03	6.02	2.55	1.94	0.43	0.10	0.18	0.82	0.34	0.41	0.12	0.07	2,518	1,566
Total Measured Resource		2.7		4.57	5.52	2.35	1.73	0.35	0.15	0.17	0.79	0.40	0.49	0.14	0.09	3,798	2,329
	6E prill					42.52%	31.27%	6.31%	2.66%	3.00%	14.25%
Indicated Mineral Resource
	Merensky	12.1	1.36	3.00	3.75	1.65	0.99	0.08	0.28	0.11	0.64	1.17	1.46	0.20	0.12	23,851	14,218
	UG2	22.0	1.35	4.97	5.96	2.54	1.90	0.44	0.10	0.18	0.81	3.53	4.23	0.12	0.07	26,495	15,148
Total Indicated Resource		34.1		4.27	5.18	2.22	1.58	0.31	0.16	0.15	0.75	4.69	5.69	0.15	0.09	50,346	29,366
	6E prill					42.92%	30.47%	5.99%	3.12%	2.98%	14.52%
Inferred Mineral Resource
	Merensky	23.3	1.46	3.12	3.91	1.71	1.04	0.08	0.29	0.12	0.67	2.33	2.92	0.20	0.12	46,164	27,681
	UG2	25.6	1.28	5.11	6.12	2.59	1.98	0.44	0.10	0.18	0.83	4.20	5.04	0.12	0.07	29,928	18,883
Total Inferred Resource		48.9		4.16	5.06	2.17	1.53	0.27	0.19	0.15	0.75	6.54	7.96	0.16	0.10	76,091	46,564
	6E prill					42.82%	30.28%	5.31%	3.76%	2.97%	14.87%
Total Resource		85.7	1.36	4.22	5.13	2.20	1.56	0.29	0.18	0.15	0.75	11.63	14.13	0.15	0.09	130,235	78,259
	6E prill					42.85%	30.39%	5.62%	3.47%	2.97%	14.70%

Notes:

1. 4E is shorthand for Pt + Pd + Rh + Au. 6E is shorthand for 4E + Ir + Ru.

2. Mineral Resources are not Mineral Reserves. There is no certainty that any part of the Mineral Resources will be converted to Mineral Reserves.

3. The in-situ Mineral Resources are reported on an attributable basis, with only the 75% attributable to SPM included.

4. The in-situ Mineral Resources are reported inclusive of any Mineral Reserves that may be derived from them.

5. 1 Troy Ounce = 31.1034768g

6. The in-situ Mineral Resources are reported above a cut-off of 1.63 g/t 4E for the Merensky and 1.38 g/t 4E for the UG2.

7. The cut-off grades are based on 4E basket prices of USD1 989/oz and USD2 797/oz and plant recovery factors of 87% and 83% for the Merensky and UG2 respectively.

8. Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.

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Effective Date: 31 December 2021

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Table 10.10: SRK audited PGM EXCLUSIVE attributable Mineral Resource statement, effective 31 December 2021

Classification EXCLUSIVE	Reef	Tonnage (Mt)	Reef Width (m)	PGM Grade (g/t)								Contained PGM (Moz)		Base Metal Grade (%)		Contained Base Metal (tonnes)
				4E	6E	Pt	Pd	Rh	Au	Ir	Ru	4E	6E	Ni	Cu	Ni	Cu
Measured Mineral Resource
	Merensky	0.6	1.20	3.00	3.80	1.65	0.99	0.08	0.30	0.12	0.68	0.06	0.08	0.21	0.12	1,280	763
	UG2	0.3	1.12	5.12	6.14	2.62	1.96	0.43	0.10	0.18	0.84	0.04	0.05	0.12	0.08	298	198
Total Measured Resource		0.9		3.61	4.47	1.92	1.27	0.18	0.24	0.14	0.73	0.10	0.13	0.18	0.11	1,579	961
	6E prill					43.01%	28.31%	4.00%	5.38%	3.06%	16.25%
Indicated Mineral Resource
	Merensky	12.1	1.36	3.00	3.75	1.65	0.99	0.08	0.28	0.11	0.64	1.17	1.46	0.20	0.12	23,851	14,218
	UG2	3.2	1.37	5.06	6.06	2.57	1.95	0.44	0.10	0.18	0.82	0.51	0.62	0.12	0.07	3,829	2,270
Total Indicated Resource		15.3		3.43	4.23	1.84	1.19	0.15	0.24	0.13	0.68	1.68	2.08	0.18	0.11	27,680	16,488
	6E prill					43.53%	28.13%	3.60%	5.70%	2.96%	16.06%
Inferred Mineral Resource
	Merensky	23.3	1.46	3.12	3.91	1.71	1.04	0.08	0.29	0.12	0.67	2.33	2.92	0.20	0.12	46,164	27,681
	UG2	25.6	1.28	5.11	6.12	2.59	1.98	0.44	0.10	0.18	0.83	4.20	5.04	0.12	0.07	29,926	18,883
Total Inferred Resource		48.9		4.16	5.06	2.17	1.53	0.27	0.19	0.15	0.75	6.54	7.96	0.16	0.10	76,090	46,564
	6E prill					42.82%	30.28%	5.31%	3.76%	2.97%	14.87%
Total Resource		65.0	1.36	3.98	4.86	2.09	1.45	0.24	0.20	0.14	0.74	8.32	10.16	0.16	0.10	105,349	64,012
						42.94%	29.83%	4.96%	4.17%	2.97%	15.14%

Notes:

1. 4E is shorthand for Pt + Pd + Rh + Au. 6E is shorthand for 4E + Ir + Ru.

2. Mineral Resources are not Mineral Reserves. There is no certainty that any part of the Mineral Resources will be converted to Mineral Reserves.

3. The in-situ Mineral Resources are reported on an attributable basis, with only the 75% attributable to SPM included

4. The in-situ Mineral Resources are reported exclusive of any Mineral Reserves that may be derived from them

5. 1 Troy Ounce = 31.1034768g

6. The in-situ Mineral Resources are reported above a cut-off of 1.63 g/t 4E for the MR and 1.38 g/t 4E for the UG2.

7. The cut-off grades are based on 4E basket prices of USD1 989/oz and USD2 797/oz and plant recovery factors of 87% and 83% for the Merensky and UG2 respectively.

8. Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.

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10.5.1 Reconciliation of Mineral Resources

[SR4.2(v), SR4.5(vi)]

The Mineral Resource tonnages and contained 4E PGMs on SPM’s website at December 2019 are reported as the total resource (i.e. 100%) on an inclusive basis. These values have been adjusted to reflect the 75% attributable to SPM and are compared to the Mineral Resources per this TRS at December 2021 on an inclusive basis in Table 10.11.

Table 10.11: Mphahlele Mineral Resource Comparison (75% attributable, inclusive basis)

Item	Units	SPM website (Dec’2019)	This TRS (Dec’2021)	Comments
Measured Resources
Merensky	(Mt)	-	0.6	Measured Resources are as a result of 91 new drill holes in the shallow areas near the location of the 2008 FS decline portals
	(Moz 4E)	-	0.06
UG2	(Mt)	-	2.1
	(Moz 4E)	-	0.34
Indicated Resources
Merensky	(Mt)	13.8	12.1	A decrease in the tonnes and metal content primarily due to the application of a cut off and part upgraded to Measured Resources
	(Moz 4E)	1.37	1.17
UG2	(Mt)	23.4	22.0	The combined Measured and Indicated has a small increase in tonnes and estimated grade due to additional data and changes in estimation approach
	(Moz 4E)	2.10	3.53
Inferred Resources
Merensky	(Mt)	21.6	23.3	No significant changes as the inclusion of the central domain is balanced by the application of a cut off. Little change in the metal content as the decreased tonnes are balanced by the increase in grade due to the changes in modeling and estimation parameters
	(Moz 4E)	2.21	2.33
UG2	(Mt)	32.3	25.6
	(Moz 4E)	4.30	4.20

1. 4E is shorthand for Pt + Pd + Rh + Au.

2. 1 Troy Ounce = 31.1034768g.

The major changes between the December 2019 (based on 2008 FS) and December 2021 estimates include:

· 91 additional holes in the shallow portal locations;

· Changes in the cut definition on the MR and UG2;

· Lateral domains, and exclusion of the central domain from the resource in 2008 FS, but no lateral domains in 2021, and application of a cut off in 2021; and

· Implicit wireframe modeling used in the 2021 estimate compared to conventional planar surface modeling in 2008 FS.

10.6 Metal or mineral equivalents

[§229.601(b)(96)(iii)(B)(11)(vi)] [SR4.5(ix)]

No metal equivalents are reported.

Summation of the Pt, Pd, Rh and Au is reported as 4E grades of metal quantities, and summation of Pt, Pd, Rh, Au, Ir, and Ru is reported as 6E.

In cut-off calculations the revenue from each of these is considered and summed to arrive at a composite grade cut-off value (ether 4E or 6E). The metal prices are detailed in Section 15.

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11 MINERAL RESERVE ESTIMATES

[§229.601(b)(96)(iii)(B)(12)

The MR was excluded from the mine design in the 2020 FS (mining of only UG2 considered), for the following reasons:

· A reduced production requirement (only 125 ktpm RoM);

· Lower grades than UG2;

· MR present in the western portion of the property, absent in the central portion and geologically disturbed in the eastern portion;

· Cut-off grade excludes large portions of reef; and

· The declines and all underground development/infrastructure are in the footwall of the UG2, requiring extensive waste development to access the MR.

The MR remains a mineable resource mainly in the western portion of the orebody and may be used to extend the LoM.

11.1 Key assumptions, parameters and methods used to estimate Mineral Reserves

[§229.601(b)(96)(iii)(B)(12)(i)] [SR5.1(ii), SR5.2(i-ix)]

All design and scheduling work was carried using the Datamine Studio 5D Planner and Enhanced Production Scheduler mine planning software packages. The modifying factors applied in the Mineral Resource to Mineral Reserve conversion and incorporated into the mine design are set out in Table 11.1. These parameters are in line with those used on similar mining operations within the BC and are sufficient for a PFS-level engineering study.

Table 11.1: Modifying factors for the Mphahlele Project

Parameter	Units	UG2 Reef
Final Planned Mining Cut	(m)	Minimum 1.2 m + defined dilution
Density	(t/m3)	From geology model
4E Grade	(g/t)	From geology model
Geological Losses Known		From model and design
Geological Losses Unknown		15%
Pillar Losses		As per rock engineering
Rob pillar extraction factor		60% (of 63%) of the rib pillars
Stoping H/W Dilution Density	(t/m3)	2.9
Stoping H/W Dilution Grade	(g/t)	0
Stoping Over-break	(cm)	30
Development Over-break	(%)	7%
Mining Recovery	(%)	95%
Stoping dilution Block A	(%)	29%
Stoping dilution Block B	(%)	33%

The geotechnical design criteria used in the mine design for long hole open stoping (LHOS) are set out in Table 11.2. The criteria dictate that 10 m wide rib pillars on-reef will be left in-situ every 60 m along strike for UG2. Sill pillars are generally left in-situ at 6 m on dip.

Table 11.2: Geotechnical design criteria (UG2 mine design)

Depth (mbs)	Strike Span (m)	Rib Pillar (m)	Vertical Span (m)	Sill Pillar (m)
100	60	10	42	6
200	60	10	42	6
300	60	10	42	6
400	60	10	42	6
500	60	10	42	6

Provision was made in the mine design for the partial extraction of sill pillars on retreat; see Section 12.3.3. The geotechnical assessment for the partial extraction of pillars considered the degree of deformation in the hangingwall and average pillar stress with increasing pillar extraction. The factor of safety and pillar extraction percentages for different depth ranges are shown in Table 11.3.

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Table 11.3: Pillar extraction based on factor of safety with increasing depth below surface

Depth (mbs)	Factor of Safety	Pillar Type	Recommended Pillar Extraction (%)
0 - 300	1.3 – 1.5	Rigid
300-600	1.2 – 1.3	Yield
>600	≥0.8	Crush
200			60
400			50
600			30

The geotechnical considerations placed several restrictions on pillar extraction to ensure this can be done safely:

· Pillar extraction is prohibited within 17.5 m of the decline;

· Pillar extraction cannot be carried out above 100 m below surface, as this would require subsidence evaluation and special exemptions from the DMRE and relevant stakeholders;

· Areas where geological structures are intersected, pillar extraction should not be carried out for 10 m on either side of the structure; and

· Pillar extraction cannot be carried out above or below the rib pillars left between the open stopes.

11.2 Mineral Reserve estimates

[§229.601(b)(96)(iii)(B)(12)(ii)] [SR4.5(vii), SR5.6(v), SR6.1(ii), SR6.2(i), SR6.3(i)-(iii)(v)(vi)]

The declared Mineral Reserves for the Mphahlele Project at 31 December 2021, reported as RoM ore delivered to the surface crusher, attributable to SPM are set out in Table 11.4.

Only Probable Mineral Reserves have been declared for the Mphahlele Project.

A Proved Reserve implies a very high level of certainty about the short-term mine planning (three to four months) and that any geological disturbances have been identified. For example, an unexpected pothole exposed during development, or especially stoping, throws the detailed planning schedule out significantly.

SPM has decided that it will only declare Proved Mineral Reserves for an underground operation when the required development to support a mining block has been established and the ore block has been sampled. This is in keeping with other underground mining operations in South Africa. SRK supports this view.

While 0.3 Mt of the 29.1 Mt UG2 exclusive Mineral Resource has been classified as Measured, with 3.2 Mt in the Indicated category, the Mineral Reserves have been classified as Probable and not Proven, according to the explanation given above. The area in question is also mined at the start of the mining operation, which means that early cash flow could be compromised should these disturbances be encountered.

No Inferred Mineral Resources (red areas in Figure 11.1) were included in the mine design.

The “hatched areas’ in Figure 11.1 illustrate the extent of the mine design over the entire strike length of the Mphahlele deposit (Blocks A and B) and the portion of Mineral Resources down to 600 mbs converted to Mineral Reserves.

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	MPHAHLELE PGM PROJECT Portion of UG2 Mineral Resources converted to Mineral Reserves [Red – Inferred; Green – Indicated; Blue - Measured] (Combined mining blocks A and B, viewed perpendicular to reef lookingapproximately north-northwest)	Project No. 576060

Figure 11.1: Portion of UG2 Mineral Resources converted to Mineral Reserves

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Table 11.4: SRK audited PGM Mineral Reserves for Mphahlele Project at 31 December 2021 (attributable to SPM)

Area	Reef	Tonnage (Mt)	PGM Grade (g/t)1								Contained PGM		Base Metal Grade (%)		Contained Base Metal (kt)
			4E	6E	Pt	Pd	Rh	Ru	Ir	Au	(4E Moz)	(6E Moz)	Ni	Cu	Ni	Cu
Probable Mineral Reserves
Mphahlele	UG2	22.7	3.63	4.36	1.85	1.39	0.32	0.59	0.13	0.07	2.66	3.18	0.088%	0.050%	20.0	11.4
Total Mphahlele		22.7	3.63	4.36	1.85	1.39	0.32	0.59	0.13	0.07	2.66	3.18	0.088%	0.005%	20.0	11.4

Notes:

1. Mineral Reserves, as RoM ore delivered to the surface crusher, are reported on an attributable basis, with only the 75% attributable to SPM included.

2. Mineral Reserves are based on various modifying factors and assumptions and may need to be revised if any of these factors and assumptions change.

3. Mineral Reserves should not be interpreted as assurances of economic life.

4. Mineral Reserves are reported at a cut-off grade of 2.3 g/t 4E based on a 4E basket price of USD1 936/oz and a plant recovery of 83%.

5. 1 Troy Ounce = 31.1034768g.

6. Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.

	MPHAHLELE PGM PROJECT UG2 grades (looking north)	Project No. 576060

Figure 11.2: UG2 grades

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11.2.1Reconciliation of Mineral Reserves

[SR6.3(iv)]

The reported Mineral Reserve tonnages and contained 4E PGMs on SPM’s website at December 2019 are reported on a total basis (i.e. 100%). These values have been adjusted to reflect the 75% attributable to SPM and are compared to the Mineral Reserves per this TRS at December 2021 in Table 11.5.

Table 11.5: Mphahlele Mineral Reserve Comparison (75% attributable)

Item	Units	SPM website (Dec’2019)	This TRS (Dec’2021)	Comments
Probable Reserves
MR	(Mt)	5.4	-	Excluded from LoM plan in 2020 FS. SPM derisked the project by reducing production targets. Western portion could be exploited in future.
	(Moz 4E)	0.49	-
UG2	(Mt)	15.0	22.7
	(Moz 4E)	2.33	2.7

11.3 Cut-off grade calculation

[§229.601(b)(96)(iii)(B)(12)(iii)] [SR5.2(iv)]

The purpose of the cut-off grade (CoG) calculation is to determine which areas of each reef can be mined profitably. The unprofitable areas are filtered out from the geology block model and no mine design is applied in these areas. The calculation excludes all Capex and only takes account of estimated Opex.

The parameters used for the cut-off grade calculation for the underground mine design, which are taken from the 2020 FS, are set out in Table 11.6. The metal prices and ZAR:USD exchange rate shown are the projected values in 2024 as provided by Steve Forrest & Asscoiates to the Company in June 2020. A 20% premium was applied to the basket prices for CoG calculation.

Table 11.6: Cut-off calculation parameters in mine design

Item	Units	Parameters	MR	UG2
Metal Prices			Prill	Prill
Pt	(USD/oz)	1 053	55%	51%
Pd	(USD/oz)	1 298	34%	38%
Rh	(USD/oz)	4 800	3%	9%
Au	(USD/oz)	1 409	9%	2%
4E basket p[rice	(USD/oz)		1 269	1 936
ZAR:USD exchange rate		16.46
Costs
Mining cost (including G&A)	(ZAR/t)	867
Concentrator	(ZAR/t)	264
Sub-total cost	(ZAR/t)	1 131
Mining Recovery	(%)	97%
Concentrator Recovery	(%)	83%
NSR	(%)	93.6%
Mine Call Factor	(%)	97%
CoG RoM	(4E g/t)		2.50	1.64
CoG in-situ	(4E g/t)		3.40	2.30

Increasing the sub-total cost by 10% results in the RoM CoG for the MR and UG2 increasing to 2.76 g/t 4E and 1.81 g/t 4E respectively.

The grade plot in Figure 11.2 shows that almost the entire UG2 orebody would be mined as the in-situ grades are higher than 2.3 g/t 4E. The small area in the east of the orebody will be accessed later in the mine life, so does not pose a significant risk.

SRK notes that applying the projected metal prices and exchange rate in 2030 (from Table 15.2) yields a CoG of 1.57 g/t 4E for the UG2. This is largely consistent with the CoG value in Table 11.6 and Table 10.8.

11.4 Mineral Reserve classification criteria

[§229.601(b)(96)(iii)(B)(12)(iv)] [SR6.2(i)]

All Mineral Reserves for the Mphahlele Project have been classified in the Probable category.

All Indicated Mineral Resources were converted to Probable Mineral Reserves. Measured Mineral Resources were converted to Probable Mineral Reserves to reflect the mining confidence.

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A Proved Reserve implies a very high level of certainty about the short-term mine planning (3-4 months) and any geological disturbances have been identified. For example, an unexpected pothole exposed during development, or especially stoping, throws the detailed planning schedule out significantly.

SPM has decided that it will only declare Proved Mineral Reserves for an underground operation when the required development to support a mining block has been established and the ore block has been sampled. This is in keeping with other underground mining operations in South Africa. SRK supports this view.

No Inferred Mineral Resources were included in the mine design.

11.5 Metal or mineral equivalents

[§229.601(b)(96)(iii)(B)(12)(v)] [SR5.2(iv)]

The Mineral Reserves are not reported as a metal or mineral equivalent grade which is defined as, a single equivalent grade of one major metal.

Summation of the Pt, Pd, Rh and Au is reported as 4E grades of metal quantities, and summation of Pt, Pd, Rh, Au, Ir, and Ru is reported as 6E.

11.6 Risk Factors to Mineral Reserve estimates and Modifying Factors

[§229.601(b)(96)(iii)(B)(12)(vi)] [SR4.3(viii)]

The mine layouts based on the geotechnical design criteria in Table 11.2 are subject to certain precautions:

· Sill pillar sizes should be reviewed for the deeper sections of the mine to ensure stability can be maintained;

· Abutment effects, resulting from unmined ground and bracket pillars, are not accounted for in the current design and could result in some optimization. This will however require confirmation during future studies;

· Island pillars can be left in-stope as an operational control where stability concerns are identified. This will significantly reduce the hydraulic radius of the stope and assist with maintaining stability;

· A numerical analysis should be included in subsequent studies to validate the design criteria; and

· While an average stoping dilution of around 30% has been allowed for, this could increase due to unknown geological disturbances such a minor faults and potholes.

The LHOS mining method has not been used widely in South Africa before. It was successfully run on a trial basis at the Voorspoed mine to the west of Mphahlele more than ten years ago. Availability of skills for this mining method may be limited. SPM would be advised to set up programmes to train suitable operators, particularly given the accurate drilling required to control dilution.

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12 MINING METHODS

[§229.601(b)(96)(iii)(B)(13)

12.1 Geotechnical and hydrogeological parameters relevant to mine designs

[§229.601(b)(96)(iii)(B)(13)(i), [SR3.1(i), SR4.1(ii), SR5.2(ii) (vii) (viii)]

A summary of the design aspects and methodology employed is provided in Table 12.1. In general, ground conditions in the project area are of a fair quality and at this stage no major geological structures, which could adversely affect stability have been identified. There are areas where poor ground conditions occur and these should be inspected to confirm that the current support is appropriate. The mine design criteria and support strategy are tabulated in Table 12.2 and Table 12.3, respectively.

Table 12.1: Summarized design aspects and methodology employed

Design aspect	Rock mass data used	Methodology employed
Stope span	Immediate hangingwall UCS	Potvin (1988) unsupported stability chart
Pillar design	UCS	Hudyma (1988) empirical rib pillar stability chart Elastic RS2 model for partial pillar extraction
Development support design: Declines Reef drives Ramps/crosscuts	Hangingwall Hangingwall and reef Footwall	Barton & Grimstad (1993), Barton (2002) support guidelines Stimpson (1989) estimation of depth of instability around excavations

Table 12.2: Summary of mine design criteria

Item	Units	Value
Vertical spans	(m)	42.00
Dip spans on the plane of the reef	(m)	54.00
Extraction ratios	(%)	65.50
Maximum strike spans	(m)	60.00
Stope width	(m)	2.6
Rib pillar width	(m)	10.0
Sill pillar width	(m)	6.00

Table 12.3: Support design for development excavations

Design	Support type	Support length (m)	Square spacing (m)	Additional primary support
Declines	Resin bolts	2.4	1.8 x 1.8	3m Anchors on a 2 m x 2 m spacing along with wiremesh
Ramps and Crosscuts	Resin bolts	2	1.8 x 1.8	N/A
Collection and RAW drives	Resin bolts	2	1.5 x 1.5	N/A
Reef drives	Splitsets	1.5	1.5 x 1.5	N/A
Drawpoints	Resin bolts	2	1.5 x 1.5	3m Anchors along with wiremesh, spacing to be determined by reef intersection (max 2 m x 2 m)

The geotechnical study at Mphahlele conformed to sound design principles and techniques suitable for a prefeasibility study level of accuracy, and no significant concerns were identified, however no joint orientation data was available from the logging data and had to be benchmarked. It is recommended to verify key assumptions used in the design as the mine is established or when data, not available at the time of the study, becomes available. Design aspects to be considered are discussed below.

12.1.1Stope hangingwall conditions

Blasting fractures as well as natural occurring discontinuities result in the unravelling of the hangingwall following blasting, which increases the assumed stope height. In the pillar design a constant overbreak of 20 cm was assumed for the design, mostly because of the expected influence of the harzburgite. There is, however, the possibility of the overbreak being more than anticipated, whether as a result of geological conditions or poor blasting. As such, it is recommended to verify the hangingwall overbreak in the stopes to determine whether the assumed 20 cm overbreak is representative of reality or not. This can be done in one of the following methods:

· Visual inspection and estimation of overbreak in stopes; or

· Laser cavity / drone scanning of a stope following excavation to quantify the actual overbreak.

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12.1.2 Performance of in-stope pillar

The pillar design is based on empirical design, which is acceptable within the industry. However, the pillar design should be verified to ensure rock mass response indicates acceptable pillar behaviour. This is easily included into the routine visit cycle conducted by both production and geotechnical staff on the mine.

Where required, numerical modeling can be considered to further validate the design. Where optimization of the pillar design is required, the recommended approach is a combination of in-situ stress measurements as well as numerical analysis.

Pillar extraction should not be implemented throughout the operation and the following geotechnical considerations need to be adhered to:

· Pillar extraction is prohibited within 17.5 m of the decline;

· Pillar extraction cannot be carried out above 100 m below surface, as this would require subsidence evaluation and special exemptions from the DMRE and relevant stakeholders;

· Areas where geological structures are intersected, pillar extraction should not be carried out for 10 m on either side of the structure; and

· Pillar extraction cannot be carried out above or below the rib pillars left between the open stopes.

12.1.3Monitoring of critical excavations

The proposed design is based on a sample of the entire reserve, meaning conditions could be intersected for which the design does not cater. All critical excavations must therefore be monitored to ensure the following criteria are fulfilled:

· Conditions remain normal with no influence from abnormal geological features;

· The critical excavation is optimally positioned away from known problematic geological features;

· The rock mass response indicates an effective support design, with no abnormal movement or deterioration; and

· The above can be achieved through a simple routine inspection schedule of these excavations, combined where deemed necessary with monitoring instruments.

12.1.4Verification of rock mass data

In order to ensure the support design is aligned with the ground conditions throughout the reserve, it is recommended for the mine to maintain a rock mass database. The rock mass data can easily be recorded during routine inspections of mine workings and will allow for a more accurate representation of the change in conditions over the reserve. This data can subsequently be used for outlining of geotechnical districts and identification of areas where the current design may be deficient and require revision.

12.1.5Validation of support performance

The minimum requirements for the support designs are based on manufacturer specifications. To ensure the design is valid during implementation, it is recommended that pull-tests be conducted in the operational environment to verify that the specified minimum requirements are met.

12.2 Production rates, mine life, mining dimensions, mining dilution/recovery factors

[§229.601(b)(96)(iii)(B)(13)(ii)]

12.2.1Production rate

The production schedule provides for 95% of the waste (dilution) mined to be removed from the ore stream by the Rados system. The system is unlikely to be 100% efficient, so a 2% metal loss has been applied to the Rados system.

Linear panel advance rate is planned at approximately 16.8 m per month. Each stope consists of three panels (on dip) mining towards the central point of the stope from the east and west sides (i.e., six panels per stope). Stoping production rates are planned at an average of 252 m² per month. Approximately twelve stopes (six panels per stope) will be required to provide sufficient ore to maintain the production rate.

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Stoping operations will follow an overhand sequence. The general mining direction within a stope will be from the sides of the stoping block towards to the centre. Slot raises for all panels will be established before the stoping can commence. Upper panels will lead lower panels by approximately 5 m.

12.2.2Mine life

The combined production profile for the two mining blocks is presented in Figure 12.1. Full production will be achieved in year eight of the LoM schedule.

	MPHAHLELE PGM PROJECT LoM mining schedule	Project No. 576060

Figure 12.1: LoM mining schedule

12.2.3Mining dimensions

Mining dimensions are discussed in Section 12.3.3.

12.2.4Mining dilution/recovery factors

Dilution

The primary source of waste dilution during stoping is expected from block failure in the UG2 hangingwall, from discontinuous chromitite stringers in the immediate UG2 hangingwall. The triplets above the UG2 observed elsewhere are not persistent at Mphahlele. A minimum planned mining width of 130 cm was selected for mine planning purposes. Mining dilution was added dependent on the true width of the reef, yielding an average stope width on the UG2 of 177 cm. The calculated dilution for each mining block is indicated in Table 12.4. The eastern portion of the orebody indicates a higher dilution due to the narrow true width of the reef in this area.

Table 12.4: Stoping and total dilution

Description	Blocks A and B	Block A UG2	Block B UG2
Stoping Dilution	31%	29%	33%

As discussed above, a 2% metal loss has been applied to the Rados system.

12.3 Access, underground development and backfilling

[§229.601(b)(96)(iii)(B)(13)(iii)] [SR4.3(ii), SR5.2(i)(v)(vii)(ix)]

12.3.1Mine access

[SR4.3(ii), SR5.2(i) (v) (vii) (ix)]

Access to the Block A and Block B mining blocks is achieved via two portals (Portal A and Portal B, respectively) and declines (Figure 12.2). Each decline is a single barrel at the portal entrance (5.5 m wide by 5 m high) to accommodate 45 t dump trucks and fresh intake ventilation requirements. A second barrel is added just below

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the portal excavation. The second underground decline ramp is included for trucking considerations, to reduce congestion and improve safety.

	MPHAHLELE PGM PROJECT Mining areas (on UG2) (Mining blocks viewed perpendicular to reef approximately north-northwest; Block B vertical scale same as Block A)	Project No. 576060

Figure 12.2: Mining areas (on UG2)

Portal Design

The portals have been designed with a minimum depth of some 25 m to tunnel floor at the portal, which will provide a minimum hard rock cover of some 5 m above the portal entrance (Figure 12.3). The portals are located on the southern side of the reefs to maintain a large distance from the artisanal chromite workings on the northern side of the reefs. The portal excavation dimensions are presented in Table 12.5.

Table 12.5: Portal excavation dimensions

Portal	Units	Block A	Block B
Surface area	(m2)	7 997	6 880
Volume	(m3)	64 758	49 740

Due to the weakness of the soil overburden, shallow slopes at 35° will be required to ensure long-term stability. Slope angles of 75° are planned in the hard rock, which will be at a depth of at least 14 mbs.

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	MPHAHLELE PGM PROJECT Schematic portal layout	Project No. 576060

Figure 12.3: Schematic portal layout

12.3.2Development

[§229.601(b)(96)(iii)(B)(13)(iii)]

Ramp Declines

The ramp declines will be developed at an approximate inclination of 9° (maximum) below horizontal and located some 25 m in the footwall (FW) of the UG2. Placing the infrastructure and ramps between the UG2 and MR is not advisable, due to the variable distance between the two reefs, poor ground conditions in the hangingwall of the UG2 and footwall of the MR, increased risk in terms of safety and advance rates and increased support costs.

The decline ramps will access the UG2 at the planned elevation of the reef drives. The decline ramps will continue downwards, while the reef drives will then commence with horizontal development in the east and west directions.

Stope development

Table 12.6 summarizes the main development types on reef and in waste, with the planned advance rates. The development rates depend on the working shift configuration, which is planned on an eleven-shift fortnight (22 working days per month) and two shifts per day, with blasting taking place at the end of each shift (twice per day).

Table 12.6: Development dimensions and advance rates

Development	Reef/Waste	Dimensions (m) (W x H)	Advance Rate (m/month)
Return airway (RAW) Reef Drive	Reef	4.0 x 3.5	35
RAW Collect Drive	Waste	4.5 x 4.5	40
Reef Drive	Reef	3.2 x 3.5	35
Ramp Decline	Waste	5.5 x 5.0	50
Collection Drive	Waste	4.5 x 4.5	40
Dam and Electrical Cubby	Waste	4.5 x 5.0	50
Back Access Travelling Way	Waste	3.0 x 2.0	25
Ventilation RAWs	Waste	2.5 m Ø	40
Decline Ramp Ventilation	Waste	3.5 m Ø	40
Ventilation to Surface	Waste	3.5 m Ø	40

The naming convention adopted for the development required to access the stoping blocks is shown in isometric view in Figure 12.4. The purpose of the back-access travelling way is to provide access to the reef drives at different points along strike so that multiple stopes can be accessed and prepared for simultaneous stoping operations. The collection drive will be used to transport ore and must accommodate the large dump trucks. The collection drive forms part of the main level.

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	MPHAHLELE PGM PROJECT Development naming conventions (isometric view)	Project No. 576060

Figure 12.4: Development naming conventions (isometric view)

Connections from the ramp decline to the reef drives on the UG2 and MR are illustrated in Figure 12.5. Dams, electrical cubbies and loading bays are provided on each level at the connections.

All ramp and haulage cross sections were optimized for efficient trackless operation. The sublevels will be developed on a shanty back arrangement (i.e., sloping roof) to enhance stability of the stope back and to minimize the waste dilution within the reef development.

	MPHAHLELE PGM PROJECT Mine design connections (plan view)	Project No. 576060

Figure 12.5: Mine design connections (plan view)

The reef drives will be developed on-reef with trackless equipment suitable for the narrow reef dimensions. These drives will only be used for drilling with no loading using load-haul-dump vehicles (LHDs). Holes will be drilled up and down. The return airway (RAW) reef drive will be larger to accommodate the 10 t capacity LHD.

12.3.3 Mining method

[SR4.3(ii), SR4.5(iii), SR5.2(i)(v)(vii)(ix)]

With the orebody consisting of narrow reefs (1.2 m - 2.7 m wide) dipping at 51°, LHOS with sublevel extraction is the most appropriate mining method and was used for mine design purposes. The sub levels were referred to as reef drives in the 2020 FS.

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Above 500 m depth, the stoping areas measure 60 m on strike and 54 m on dip (average 51° dip). The stoping block is supported by means of dip pillars (UG2 – 10 m wide) and sill pillars (6 m on dip). Below 500 m, the pillar width will increase. Figure 12.6 illustrates a schematic cross section view of the mining layout on the UG2. The long hole drilling was restricted to 15 m on dip, which means a vertical spacing of 14 m between drill hole lengths. The long-hole drill rigs will drill up-dip and down-dip from the reef drives.

Once development of the reef drive is completed, a slot is developed on-dip adjacent to the dip pillar. The dip pillars are specified to be 10 m wide and 60 m apart skin to skin (Figure 12.7). Mining retreats away from the slot towards the centre of the block as illustrated in Figure 12.7. Note that the RAW reef drive and collection drive are developed parallel to one another (with a middling of 15 m skin to skin) and at the same elevation. Connections between the two excavations will be developed with a middling of 15 m skin to skin. The collection drive and reef drive at the bottom of the stoping block are also developed parallel to one another, on the same elevation as indicated in Figure 12.6.

	MPHAHLELE PGM PROJECT Schematic UG2 mining layout (cross section)	Project No. 576060

Figure 12.6: Schematic UG2 mining layout (cross section)

Once the slots are established against the dip pillars, drilling of the long holes will commence and the stoping faces will be advanced from the slot towards the centre of the stoping block. The faces will advance in an overhand configuration with the top panels leading. Blasted material from stopes will report to the bottom reef drive where LHDs will load the ore and transfer the ore to dump trucks. Dump trucks will transport the ore to surface via the ramp declines.

The ramp declines and other infrastructure are located some 25 m in the FW of the UG2. Access to the centre point of each stoping block will be developed in the FW of the UG2 (back access) and will link up with the ramp declines (as indicated in Figure 12.7).

The mine design includes sill pillars which are left in situ every 43.5 m (approximate vertical height) and that equate to approximately 54 m on dip, based on the geotechnical recommendations. The sill and dip pillars will provide suitable stability for open stopes and should minimize dilution from the hangingwall.

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Blasting

The use of bulk emulsion has advantages in safety, security, fume/gas elimination and blast performance control, which is required in the narrow stoping width and was adopted in the 2020 FS.

The narrow reef width suggests a 1.2 m burden and 1.0 m spacing for a 1 300 mm planned mining width based on 64 mm diameter blast holes. Blast designs must be monitored to optimize burden, spacing, reduce dilution and damage to the hangingwall and improve fragmentation.

	MPHAHLELE PGM PROJECT Schematic UG2 mining layout (longitudinal section)	Project No. 576060

Figure 12.7: Schematic UG2 mining layout (longitudinal section)

Loading

The reef loading from stope operation involves LHDs loading ore at the bottom of every third reef drive. The LHD (LH410, 10 t capacity) hauls the reef in the collection drive to a loading bay where the reef is transferred to a waiting dump truck (45 t capacity). The average LHD tramming distance for the Project is approximately 120 m.

The dump trucks will transport the reef to surface via the ramp decline.

Pillar recovery

Pillar recovery is planned to commence near the end of the LoM in 2043. It is planned to target the bottom approximately two-thirds of the rib pillars and excludes any of the sill pillars situated below the main levels (see Figure 12.8).

The pillars are typically 32 m long and 10 m wide, but dimensions may vary depending on the depth below surface. Access to these pillars will be from the Level Collection Drives via the Level Connections which will remain open for the extraction process. A 60% extraction factor was applied to the planned pillars, which results in an overall extraction factor for the rib pillars of about 38%.

The total tonnage planned from pillars is approximately 25 ktpm. Pillar recovery is planned to commence near the end of the life of the project from the extremities of the ore body, from where it will advance towards the decline systems. This is to maintain the integrity of main infrastructure.

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	MPHAHLELE PGM PROJECT Planned rib pillar recovery	Project No. 576060

Figure 12.8: Planned rib pillar recovery

12.3.4Backfilling

Backfilling has not been considered for the Mphahlele Project.

12.3.5 Ventilation

[SR5.2 (vii) (viii)]

Ventilation and mine layout

The planned ventilation and cooling designs are aimed at risk control measures and minimizing all occupational health exposures to below occupational exposure limits (OELs).

The overall airflow requirements are assessed in terms of airflow provision for diesel emission dilution, heat removal and clearance of blasting fumes, provision of a ventilation rate per tonne mined and ventilation requirements for the LHOS mining method. The total airflow requirement for the Mphahlele Project was dominated

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by the ventilation required for the LHOS stoping and use of trackless mobile machinery (TMM) for development and underground ore hauling.

The ventilation design for the 2020 FS was based on a tonnage of 125 ktpm RoM ore from the UG2 only and comprised the following design philosophy:

· The intake ventilation system - the decline cluster together with downcast fresh air raises (FARs) established either side of the decline spine and connected to the decline;

· Return air raises (RARs) established 120 m on strike linking to the main RAW and upcast to surface raise bore holes (RBHs) equipped with main fans; and

· Sufficient air to stabilise the heat balance without refrigeration.

In general, each decline system is ventilated as a separate district. Fresh air is introduced into mining blocks through the two access declines; each decline has fresh air raises (FARs) that connect into the decline at each turning point. Air returns to upcast RBHs equipped with surface fans are phased in to meet the production requirements.

Mine/ventilation design parameters

The mine design parameters for the UG2 only, which were considered as the basis for the Mphahlele ventilation design, are summarized in Table 12.7.

The overall airflow requirement is dominated by the provision of ventilation for diesel emission dilution.

A maximum reject temperature of 29.0°C has been designed for mining to 600 m below surface. The guideline for heat tolerance screening will have to be applied.

Table 12.7: Mine/ventilation design parameters (UG2)

Item	Description / Value
Mining method	Open stoping with sublevel top down extraction
Reefs to be mined	UG2
Total reef tons	125 ktpm (Block A: 62.5 ktpm. Block B: 62.5 ktpm)
Access from surface	2 x quick access declines
Working levels	Block A: 12 half levels. Block B: 12 half levels
Stope width [typical]	1.1 m – 1.4 m wide
Mining dip of reef	51°
Typical maximum strike distance	8 000 m
Maximum vertical depth	600 m
Maximum reject temperature	29.0°C
Ventilation rate	0.06 m3/s/kW (1)
Ventilation velocity	Upcast RBH, no personnel – 20 to 22 m/s
	Downcast RBH, no personnel – 12 to 15 m/s
	Intake tunnels or declines – 6 m/s
	Return airways, no personnel – 10 m/s

Note:

A ventilation rate of 0.06 m³/s/kW assumes Tier 3 engines with 10 ppm low-sulfur diesel fuel and catalytic converters are available for the project.

Ventilation for removal of heat generated from diesel machinery is as important as ventilation for diesel emission dilution. For this purpose, a ventilation rate of 0.08 m³/s/kW may have to be considered. This may require an increase in the overall ventilation quantity.

Ventilation network

The mine ventilation network was developed using “VUMA” network software.

The total mine air requirement for UG2 mining in Block A and Block B was estimated at 660 m³/s and 800 m³/s, respectively.

Mining has been planned to an average depth of 600 m below surface. With intake raise boreholes from surface direct to the working levels, the design confirms that no cooling will be required down to 700 m.

The computer simulations indicate that the wet bulb temperature on the lowest level will not exceed 29.0ºC.

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Ventilation infrastructure

The ventilation infrastructure required for the Mphahlele UG2 mine is summarized in Table 12.8.

Table 12.8: UG2 ventilation infrastructure

Item	Quantity / Value
Intake airways
Declines	2
Fresh air shafts (3.5 m Ø diameter)	Spaced at 120 m intervals
Haulages	12 half levels
Return airways
Interlevel RAW (2.5 m Ø)	Spaced at 120 m intervals
Main RAW on O Level	2
Return Air Shafts (RAS) 3.5 m Ø to surface	4
Main Fans
Block A – Four fan stations	4 x 165 m3/s, total: 660 m3/s
Block B – Four fan stations	4 x 200 m3/s, total: 800 m3/s
Refuge bays (self-sustaining)	Spaced at 500 m intervals

Emergency Preparedness

In the event of an emergency, the following has been planned:

· Self-Contained Self Rescuers;

· Refuge bays (self-sustaining); and

· Second outlets.

Capital requirements

The ventilation infrastructure includes eight fan stations on the UG2. Secondary ventilation equipment includes fans, duct, refuge bays, stoppings and other auxiliary equipment, and environmental monitoring system. The total Capex escalated to December 2021 terms is ZAR872m.

SRK Comments

· The air quantity required for diesel emission dilution was also found to be sufficient for stope face ventilation, re-entry periods and to maintain maximum wet bulb temperatures within 29.0°C (no refrigeration will be required);

· Ventilation network simulations indicate that the intake, return airway capacities and fan pressures are sufficient to provide ventilation to the planned working places on the UG2 workings;

· The scheduling and timely completion of the return airway raise bore holes between levels is essential for through ventilation on the levels and to maintain production targets on the UG2;

· On 12 June 2012, the World Health Organization (WHO) classified diesel exhaust emissions as a Class 1 carcinogen (cancer forming). If employee exposure is not reduced to the OEL of 0.16 mg/m³, the consequences of the risk could be:

o Occupational cancers;

o Compensation claims; and

o Section 54 work stoppages.

Mitigation measures include changing from Tier 2 engines to the latest low emission Tier 4 engines, installing improved exhaust catalytic converter systems and sufficient ventilation at the points of use; and

· The ventilation design was based on a diesel emission dilution rate of 0.06 m³/s/kW. However, the current mechanized platinum operations ventilating at rates in excess of 0.06 m³/s/kW cannot maintain Diesel Particulate Matter (DPM) emissions below the recommended OEL of 0.16 m³/kg. A ventilation rate of 0.06 m³/s/kW can only be considered if Tier 4 or 5 engines with 10 ppm fuel become available by the time the project commences.

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Conclusion

VUMA network simulations indicate that the intake, return airway capacities and fan pressures are sufficient to provide ventilation to the planned working places on the UG2.

12.3.6 Service infrastructure

Portal A has been selected for the location of central services functions because it is the first portal to come into production and has the higher production load. Such service infrastructure includes the main mine workshop, surface stores and yard and the mine training and other facilities. The Rados sorting and the Concentrator Plant are also located near Portal A.

The pumping philosophy selected for Mphahlele is one of stage pumping. The plan is to use a combination of small submersible pumps at the face pumping back to vertical spindle pumps and then by stages to the nearest dam. The water will then be pumped from the dam to surface by positive displacement pumps. All pumps are planned to handle dirty mine water and there is no plan to provide any settlement underground.

The mine will not be equipped with a compressed air system. Where compressed air is required for planned and incidental rock bolting or shotcrete work, mobile compressor units or on-board compressors will be provided.

Self-contained rescue chambers with breathable air generation will be provided as required as the underground mine advances.

The equipment will be standard trackless equipment used in similar operations elsewhere; i.e., twin boom development rigs, long hole hydraulic production rigs, LHDs and dump trucks. Service equipment will include cassette carriers, scalers, roofbolters, shotcreting machines, etc.

12.4 Required mining fleet, machinery and personnel

[§229.601(b)(96)(iii)(B)(13)(iv)] [SR5.2(viii)]

12.4.1 Mining equipment

The trade-off studies concluded that it will be cost beneficial to truck all ore and waste from underground to surface pads at Portal A and Portal B. Ore will be loaded on road trucks and transported to the Rados plant at Portal A.

The maximum equipment requirements at steady state for development and production are presented in Table 12.9.

Large waste development ends will be developed with a twin boom development drill rig, while the smaller reef drives will be developed with a smaller single boom drill rig. A 10-tonne capacity LHD will be used in the larger development ends while a smaller 3-tonne capacity model will be used in the smaller reef drives. A bolter will only be used in the larger development ends while the smaller reef drives will be supported manually using scissor lifts. The supporting equipment will make use of cassette carriers and suitable cassettes to provide back-up services to the main development equipment.

Table 12.9: Equipment complements

Type	Steady-state (UG2 per 2020FS)
Development
Development Drill Rig - DD321-40 Drill Rig_12	11
Drill Rigs - DD2710 Drill Rig_11	4
LDV Explosives	7
LDV General	14
LHD - LH410	6
LHD - LH202	2
Support Drill Rig - DS311 Support Rig	11
UV 80 Carrier	8
Production
Long Hole Rig	8
LHD	4
Dump Truck	29
UV 80 Carrier	0
79SC LDV	4
79SC LDV Explosives	4
Charge Rig	4

Note:

1. Dump trucks included in production calculation (45 t capacity).

2. Bolters included in large ends only. Reef drives will utilize manual installation.

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12.4.2 Manpower

[SR5.2(viii)]

Manpower requirements as estimated at steady state (full) production for both decline sections by the 2020 FS are shown in Table 12.10. An eleven-day fortnight operation is planned, with fixed-time blasting at the end of each shift.

Table 12.10: Mining manpower complement at steady state (UG2)

Area	Total	Operators	Assistants	Maintenance	Supervision
Large End development	263	88	103	52	20
Reef Drive	95	28	36	24	7
Production/Mining	203	90	40	53	20

The mining complement in Table 12.10 would be supported by a technical services department of 40 personnel comprising:

· Survey 7;

· Geology 12;

· Rock engineering 3;

· Ventilation 11;

· Planning 2;

· Safety 5.

The high-level structure for the mining department is shown in Figure 12.9. The classification of the different posts as E4, E2, C1, etc is according to the Paterson job grading system.

	MPHAHLELE PGM PROJECT High-level structure for the mining department	Project No. 576060

Figure 12.9: High-level structure for the mining department

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12.5 Final mine outline

[§229.601(b)(96)(iii)(B)(13)(v)]

The final mine outline is shown in Figure 12.10 below. An isometric view of the mine design on the UG2 for the Project is shown in Figure 12.2.

	MPHAHLELE PGM PROJECT Final mine outline	Project No. 576060

Figure 12.10: Final mine outline

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13 PROCESSING AND RECOVERY METHODS

[§229.601(b)(96)(iii)(B)(14)

The design of the concentrator discussed in this section is based on a 250 ktpm processing plant, which formed part of the 2009 feasibility study for the Mphahlele Project. SPM decided to de-risk the Project by reducing the production rates from the declines and the size of the concentrator.

Various scenarios have been considered and the preferred option is for a UG2 concentrator processing 125 ktpm of RoM mine ore. It will be crushed at the mine and a pre-concentration step utilising Rados technology will be employed to reduce waste dilution and increase the head grade to the plant to circa 4 g/t 4E. Test work has indicated that this will result in approximately 115 ktpm being milled at the concentrator.

13.1 Description of flowsheet

[§229.601(b)(96)(iii)(B)(14)(i)] [SR5.3(iv)]

The proposed flow sheet from the feasibility study is illustrated in Figure 13.1.

13.1.1 RoM ore handling

The process to produce the upgraded feed into the concentrator is summarized as follows:

· Screens are used to send +30 mm material to the Rados circuit;

· RoM ore is crushed and separated in a triple-deck screen to produce a Rados feed of +30 mm -100 mm where the waste rock is removed; and

· The upgraded ore from the Rados sorter joins the -30 mm product and is then conveyed to the concentrator.

13.1.2 Secondary crushing

The upgraded Rados ore reports to the secondary crushing circuit that produces a -28 mm product to the mill silos.

13.1.3 Primary milling

The proposed plant will contain a single grate discharge primary ball mill operating in closed-circuit with a vibrating classification screen. The primary milling circuit will grind the secondary crusher product (P100 -28 mm) to a P80 of 212 μm.

Woodchips from the underground support timber are removed using cyclones and a linear screen. The fines report to the primary rougher flotation surge tank, and the coarse material is recycled to the primary mill.

13.1.4 Primary Rougher Flotation

The primary milled product passes, via a two-stage automated sampling system, into the mechanically agitated surge tank. From this tank, the slurry is pumped to the primary rougher flotation section that consists of a bank of tank-type flotation cells.

Two rougher concentrates are produced from the rougher bank that are pumped to the primary cleaner circuit. Primary rougher tailings are pumped to the secondary milling section.

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	MPHAHLELE PGM PROJECT Process flow diagram for concentrator	Project No. 576060

Figure 13.1: Process flow diagram for concentrator

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13.1.5 Secondary Milling

Primary rougher tailings are pumped to the secondary mill dewatering cyclone cluster from where the thickened slurry reports to the secondary mill. Mill discharge is then classified in the secondary mill circuit cyclone cluster where the underflow returns to the mill whilst the overflow proceeds to the secondary rougher flotation surge tank.

13.1.6 Secondary Rougher Flotation

The secondary rougher flotation section consists of a bank of tank cells where two concentrates are produced and pumped to the secondary cleaner section.

Secondary rougher tailings are pumped to the tailings dewatering section.

13.1.7 Primary Cleaner Flotation

The primary cleaner section consists of a classical two-stage cleaner and recleaner circuit. Recleaner concentrate reports to the concentrate dewatering section while the tailings from the cleaner returns to the primary mill circuit.

13.1.8 Secondary Cleaner Flotation

The secondary cleaner section consists of a three-stage flotation of cleaners, recleaners and re-recleaners. Conventional tank cells are being proposed for the first two stages, while a Jameson cell is being proposed for the re-recleaner.

Re-recleaner concentrate is pumped to the concentrate thickener and the cleaner tailings are also returned to the primary mill circuit.

13.1.9 Concentrate Dewatering

The combined concentrates are thickened in the concentrate thickener and the underflow reports to the filter feed tank.

13.1.10 Concentrate Filtration

A horizontal continuous plate and frame filter is used to produce a filter cake with circa 14% moisture that is trucked to the smelter complex.

13.1.11Tailings Dewatering and disposal

Guard cyclones will be installed ahead of the tailing thickener. Cyclone underflow passes directly to the tailings tank, whilst cyclone overflow passes to the tailings thickener. Tailings thickener underflow is pumped to the tailings tank whilst overflow passes to the process water circuit for recycling around the plant.

The thickened slurry is pumped to the tailings dam by a series of slurry pumps, from where return water is pumped back to the process water dam.

13.1.12Water distribution

Process water is collected from the tailings thickener overflow and concentrate thickener overflow via a sand filter, plus make up water (supplied by others) and tailings dam return water.

A separate diesel-powered pump is allowed for fire water, which is distributed via a dedicated manifold with offtake spigots.

13.1.13Reagents

Fully automated make up and distribution systems are allowed for depressant, activator, collector and flocculant. Dosage is via positive displacement pumps.

13.1.14Metal Accounting and Sampling

Metal accounting and sampling practices will be similar to those employed at PPM, meeting industry best practice standards. The plant design includes belt weightometers on the plant feed and mill feeds as well as auto-samplers on all relevant streams.

The plant design includes an on-site laboratory similar to the one at PPM.

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13.2 Plant throughput and design, specifications

[§229.601(b)(96)(iii)(B)(14)(ii)] [SR5.3(iii)]

Selected process design criteria are summarized in the sections below. These are taken from the 2020 FS report, except for tonnages and capacities of components, which have been adjusted where relevant to match a feed rate of 115 ktpm.

13.2.1 General RoM Characteristics

Table 13.1: General RoM characteristics

Criteria	Units	Value
Overall feed rate (average)
Annual RoM	(ktpa)	1 500
Monthly RoM	(ktpm)	125
Percentage UG2	(%)	100%
RoM size distribution P100	(mm)	250
Average moisture content	(% by mass)	5-7
RoM blend density	(t/m3)	3.66
Mass pull	(%)	1.8
Concentrate grade	(4E g/t)	180

13.2.2 Rados Design Criteria

Table 13.2: Rados criteria

Criteria	Units	Value
Feed size	(mm)	+30 -100
Sorter fines bypass (as % of RoM)	(%)	30%
Feed as percentage of RoM	(%)	70%
Tonnage to discard	(ktpm)	17.5
Plant availability	(%)	90%
Operating time per month	(hours)	648
Feed rate per module	(tph)	21
Feed rate per module	(ktpm)	13.6
Feed rate (after fines removal)	(ktpm)	84.6
Number of modules/sorters	(units)	7
Mining dilution	(%)	27%
Percentage dilution removed	(%)	90%
Percentage metal recovered	(%)	98%

13.2.3 Crushing (Primary)

Table 13.3: Crushing criteria

Criteria	Units	Value
Operating cycle
Weeks per year	(weeks)	52
Days per week	(days)	6
Hours per day	(hours)	24
Crusher availability	(%)	60%
Crusher annual run hours	(hours)	4 500
Crusher feed rate	(tph)	280
Silo Size	(t)	3 000

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13.2.4 Primary Milling

Table 13.4: Primary milling criteria

Criteria	Units	Value
Operating cycle
Days per year	(days)	365
Hours per day	(hours)	24
Plant availability	(%)	95%
Plant Utilization	(%)	96%
Hours per year	(hours)	8 000
Mill feed	(ktpm)	115
Mill feed rate	(tph)	189
Mill feed size (P80)	(mm)	16
Mill circuit product size (P80)	(µm)	212
Bond Work Index UG2	(kWh/t)	13.4
Mill power (installed)	(kW)	3 559

13.2.5 Primary Rougher Flotation

Table 13.5: Primary rougher flotation criteria

Criteria	Units	Value
Configuration (1)	The flotation circuit consists of a train of seven off 40 m3 tank type, forced air flotation cells in series. Two concentrates will be collected from the cells and pumped to the primary cleaner circuit
Residence time	(minutes)	30
Flotation cells (1)	Type	40 m3
Mass pull	(%)	7.5%

13.2.6 Primary Cleaner Flotation

Table 13.6: Primary cleaner and recleaner flotation criteria

Criteria	Units	Value
Configuration	The flotation circuit consists of 10 m3 tank type forced air flotation cells in the cleaner and recleaner stages. Recleaner concentrate will be collected from the cells and pumped to the secondary cleaner circuit
Residence time in each stage	(minutes)	35
Cleaner flotation cells Recleaner flotation cells	Type Type	6x10 m3 conventional 1x10 m3 conventional
Mass pull	(%)	0.7

13.2.7 Secondary Milling

Table 13.7: Secondary milling criteria

Criteria	Units	Value
Configuration	The single secondary mill is fed by the primary rougher tailings. The feed is milled in a conventional, overflow discharge ball mill, operating in closed circuit with a classification screen.
Mill feed size (F80)	(µm)	212
Mill circuit product size (P80)	(µm)	75
Bond Work Index UG2	(kWh/t)	16.2
Mill power (installed)	(kW)	3 559

13.2.8 Secondary Rougher Flotation

Table 13.8: Secondary rougher flotation criteria

Criteria	Units	Value
Configuration (1)	The flotation circuit consists of a train of ten off 30 m3 tank type forced air flotation cells in series. Two concentrates will be collected from the cells and pumped to the secondary cleaner circuit
Circuit feed rate	(tph)	184
Residence time	(minutes)	35
Flotation cells	Type	30 m3
Mass pull	(%)	7.5

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13.2.9 Secondary Cleaner Flotation

Table 13.9: Secondary cleaner, recleaner and re-recleaner flotation criteria

Criteria	Units	Value
Configuration	The flotation circuit consists of 10 m3 tank type forced air flotation cells in the cleaner and recleaner stages. A Jamieson cell is installed on the re-recleaner. Re-recleaner concentrate will be collected from the cells and pumped to the secondary cleaner circuit
Residence time in each stage	(minutes)	35
Cleaner flotation cells Recleaner flotation cells Re-recleaner flotation cells	Type Type Type	8x10 m3 conventional 5x10 m3 conventional 1x5 m3Jamieson
Mass pull	(%)	1.2

13.2.10 Concentrate Thickening and Dispatch

Table 13.10: Concentrate criteria

Criteria	Units	Value
Configuration	Concentrate is thickened in the thickener and the underflow is filtered.
Mass pull Circuit feed rate	(%) (tph)	1.9 3.6
	(m3/h)	424
Thickener underflow density	(% solids)	50
Concentrate cake moisture	(%)	14

13.2.11Tailings Disposal

Table 13.11: Tailings disposal criteria

Criteria	Units	Value
Configuration	Cyclone overflow passes to the tailings thickener, with the thickener underflow joining the cyclone underflow and being pumped to the tailings dam.
Circuit feed rate	(tph)	68
	(m3/h)	424
Final tailings density	(% solids)	50
Pipeline length plant to TSF	(km)	9.40

13.2.12Reagents

Table 13.12: Reagents criteria

Criteria	Units	Value
Configuration	A combined reagent plant will make up and distribute the various reagents around the plant. This will include collector, frother and flocculant.
Reagent dosage Depressant Collector Frother Flocculant	(g/t) (g/t) (g/t) (g/t)	200 400 40 25

13.3 Requirements for energy, water, consumables and personnel

[§229.601(b)(96)(iii)(B)(14)(iii)] [SR5.4(ii)]

Extraction of PGM+Au from UG2 ores is relatively energy intensive with the majority of the energy being consumed in the milling section. Ore hardness varies and a Bond Work Index of about 17 kWh/t is required to reduce the ore to the required particle size. The two mills each have 3.6 MW motors installed and should draw in the region of 6.5 MW in total. The overall power consumption will be in the order of 8.5 MW.

The current energy shortage in South Africa means that such operations have to enter into agreements with Eskom, the national electricity supplier. These agreements may require the operation to voluntarily shut done operations to reduce the load on the network

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Water is normally consumed at a rate of 0.8 m³/t of RoM ore. South Africa has a shortage of water and various projects have been developed, with the assistance of the local government and central government bodies, to find alternate sources of water.

Reagents used in the extraction of the PGM+Au are readily available and are commonly used in the extraction of base metals. The chemicals are manufactured within South Africa and alternative reagents can be used in their stead. The reagent consumption can be calculated from the dosage tabulated in Table 13.12.

The project is located in an area that is home to a number of the largest platinum mines in South Africa. Recent closure/downsizing of some of the neighbouring operations has created a pool of employees that are skilled in the operating and maintenance of the concentrator and equipment. Approximately 110 employees will be required to run and maintain the concentrator.

13.4 Non-commercial process or plant design

[§229.601(b)(96)(iii)(B)(14)(iv)] [SR5.3(ii)]

None of the processes or technologies utilized on the concentrator are novel. There is therefore very little risk in applying the process route in the extraction of the PGM+Au.

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14 INFRASTRUCTURE

[§229.601(b)(96)(iii)(B)(15)] [SR4.5(iii), SR5.4(i)-(iii)]

This report is based on the results of the 2020 FS, and no site visits and interviews with relevant bulk supplies (power and water) authorities were conducted. Underground access is based on two decline systems, namely Portal A and Portal B and these will be commenced sequentially.

The mining area strike length is divided into two mining areas Block A and Block B over an approximate distance of 8 km. Portal A will service mining Block A, while Portal B will service mining Block B.

14.1 Surface infrastructure

14.1.1Surface infrastructure map

The general arrangement surface map for the Project is shown in Figure 14.1 for an overview perspective. The estimated trace of chromitite seams (probably the LG6 and possibly MG3) across the project is shown in red, while the brown hatched area represents the estimated footprint of potential open pit mining along the chromitite seam. Informal open pit mining on these chromitite seams has occurred north of the Portal B location.

All infrastructure is located south of UG2 subcrop, except for the Eskom substation and water reservoirs. This is to avoid impacting on potential future chromite open pit operations. The main management offices and store, training centre, mine workshops, primary crushing and Rados Plant are located at Portal A. Satellite offices and support surface infrastructure are located at Portal B. Both portals have a lamp and crush room, a first aid facility/medical stabilization room, change houses and sewage systems, fuel dispensing container, brake test ramp, dirty water settling dam, pollution control dam, fencing and security.

To minimize dust ingress into the mine, waste rock dumps are located southwest of each portal to take account of the prevailing wind direction.

Most of the surface infrastructure (offices, change house, stores, etc.) will be modular units constructed from second-hand shipping containers modified to meet specific requirements. All the containerized buildings will be provided with a shade netting cover with 80% shade value. In the offices, air conditioners will be provided.

The Layout of Portal A is shown in Figure 14.2 and the layout of Portal B is shown in Figure 14.3.

14.1.2Portal boxcuts

The soil conditions at the two portals are similar, consisting of soil overburden on top of the weathered norite rock head. The portals have been designed with a minimum depth of some 25 m to tunnel floor at the portal highwall, providing a minimum rock cover of some 5 m above the portal highwall entrance.

The slope angle has been designed by the Geotechnical Engineer at 35⁰. The slope stability may be compromised by the presence of clay bands, requiring soil anchor support to ensure long term stability.

The area of open cut exposed by such an excavation is considerable. Although Mphahlele is in an area of relatively low annual rainfall, the rate of rainfall may exceed 50 mm in 20 minutes. To handle the water inflow, a sump will be constructed across the entrance to the decline. Two pumps will be installed on one side and the third will be installed on the opposite side. The roadway in the portal is to be shaped to deflect the rainwater to the sides of the portal into pre-formed drains which will direct the water into the sump. The portal floor will be constructed with concrete or heavy-duty paving.

14.2 Underground infrastructure

14.2.1Underground dewatering

Stage dirty water pumping will be employed with four positive displacement main pump stations in each mining block. The various small sumps, tanks and larger dams underground will inevitably collect solids, which will settle out and these installations will therefore require cleaning from time to time. The dams will be split into two sections to allow for cleaning of one section while the other half is used for pumping. The dirty water will be clarified on surface and re-used.

14.3 Underground workshops

Daily maintenance and servicing of drill rigs will be done at or near the working place facilitated by a maintenance/refuelling lube vehicle. LHDs and trucks will be maintained underground at an underground workshop, one per block, while utility vehicles (UVs) will travel to surface for servicing.

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	MPHAHLELE PGM PROJECT Surface layout	Project No. 576060

Figure 14.1: Surface layout

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	MPHAHLELE PGM PROJECT Layout of Portal A - surface infrastructure	Project No. 576060

Figure 14.2: Layout of Portal A – surface infrastructure

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	MPHAHLELE PGM PROJECT Layout of Portal B – surface infrastructure	Project No. 576060

Figure 14.3: Layout of Portal B – surface infrastructure

14.4 Electrical Infrastructure

14.4.1Bulk power supply

The load study carried out in the 2020 FS indicates that the Mphahlele Project will have a total connected load of 38.4 MVA, with an estimated total running load of around 32.3 MVA at full production. A summary of the mine’s loads is indicated in Table 14.1.

The mine’s initial application for a Notified Maximum Demand of 46.5 MVA, delivered at the mine site via three 20 MVA 132/11 kV transformer substations, was made in September 2008. This application was based on the 2008 FS. The mine then accepted the Eskom feasibility quotation in May 2009, followed by initial feasibility quotation charges in June 2009, so Eskom could continue with the budget quotation.

Requests for additional payment to proceed with the budget quotation process and change of scope from three 20 MVA to two 40 MVA transformers, were submitted to the mine in March 2014. Some of the reasons raised by Eskom for additional charges were that the costs were based on 2009 rates, the difference in the scope of work at feasibility quotation and budget quotation stages and the change of scope from three 20 MVA transformers to two 40 MVA transformers. The mine has since accepted this request and the additional charges were paid in June 2014, after Eskom’s invoice was received. SPM, however, has now stated that it is not applying pressure

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on Eskom with regard to the budget quotation process until it has board approval to implement the Mphahlele Project. However, this might lead to additional charges being requested by Eskom due to updated quotation fees at the time Eskom is requested to go ahead with the budget quotation.

The 5 MVA temporary power supply infrastructure has been built and commissioned. Latest indications from the mine are that, although there is currently no demand from this temporary power supply line, the power line is kept “live” to try and avoid vandalism of the infrastructure as much as possible.

Mphahlele Project will be supplied at 132 kV from the Lebowakgomo and Dwaalkop Eskom substations, via the Dithabaneng and Seleteng substations, to allow for redundancy. This will ensure continuous supply to the mine in the event of the other supply failing. The two 40 MVA substation transformers at Mphahlele will then step the voltage down to 11 kV for power distribution around the mine.

The total load requirements for the Mphahlele Project at steady state (including primary and secondary fans), as determined in the 2020 FS, is shown in Table 14.1. SRK has used a diversity factor of 0.85 to estimate the running load, with the connected load for each item taken from the 2020 FS Report.

Table 14.1: Electrical loads at full production

Description	Connected Load (MVA)	Running Load (MVA)
Surface Portal A (including Rados)	4.2	3.5
Surface Portal B	2.2	1.8
Underground Portal A	5.8	4.9
Underground Portal B	5.8	4.9
Portal A Primary Ventilation	2.9	2.5
Portal A Secondary Ventilation	2.5	2.1
Portal B Primary Ventilation	2.9	2.5
Portal B Secondary Ventilation	2.5	2.1
Metallurgical Plant	9.6	8
Total (UG2 only)	38.4	32.3

SPM should engage with Eskom to determine whether the main Eskom substation can be moved south of the UG2 subcrop, to reduce the impact from potential open pit mining by others along the chromitite reefs north of the UG2 subcrop.

14.4.2Internal power supply reticulation

From the 132/11 kV main incoming substation, power will be distributed to the Portal A and Portal B 11 kV substations via dual overhead lines. From the overhead lines, power will be connected to each mine site substation using two 11 kV cables per incomer.

Portal A mine site substation will have five feeders supplying the surface infrastructure, two feeders for the UG2 underground power supply and an additional feeder which has been allowed for to supply power to the Metallurgical Plant, with an estimated load of about 6.4 MW. An emergency supply from a 1.5 MW generator plant at Portal A has also been allowed for to supply the switchgear with power in the event of supply interruptions. Portal A mine site substation will be equipped with a total of two normal power supply incomers.

Portal B mine site substation will have two feeders supplying the UG2 underground workings and two feeders for the surface infrastructure supply. An emergency supply from a 1.5 MW generator plant at Portal B has also been allowed for to supply the switchgear with power in the event of emergency power requirements. Portal B mine site substation will also be equipped with a total of two normal power supply incomers.

All underground feeders at both Portal A and Portal B will allow for redundancy via a ring feed. All surface cabling will be fire retardant red stripe cables while all underground cabling will be halogen-free white stripe cables. The 11 kV reticulation will be stepped down to 550 V and 400 V locally as required to supply power to equipment such as motors, lighting and small power.

The medium and low voltage reticulation has been well designed and is capable of supplying the power requirements for the site.

14.4.3Control and Communications

Due to the relatively high number of reported incidents and accidents involving the interaction of people and machines in trackless mining operations, a Collision Warning System has been included in the design. This

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system simultaneously warns both personnel and the machine operator of the presence of persons and/or machines in the danger zone. Only when the warning signal disappears is the operator allowed to proceed.

Underground communications have been based on a leaky feeder system, which is familiar in the mining industry. Radio communications have been allowed for in all critical areas such as workshops, pump stations, rescue bays and substations. Two-way radios will also be provided for mobile fleet operators and key personnel.

A control room will be established at each portal, with the main control room being at Portal A, for control and monitoring. A centralized blasting system has also been proposed in the design.

14.5 Bulk water supply

The planned volumes of service water for Mphahlele are approximately 7 Mℓ/day, based on a 30-day month using a ratio of one tonne of water per reef tonne mined.

The supply of water to the mine will come from several sources, described more fully below.

It is anticipated that water for the Mphahlele Project will be sourced from two sources: the Lebalelo Water Scheme and a wellfield. The Lebalelo Water Scheme comprises a network of water supply pipelines from the De Hoop and Flag Boshielo Dams. The Lebalelo Water Scheme allocation is limited, and as such, there might be insufficient raw water for the project.

SPM is a member of the Lebalelo Water Users Association (LWUA), whereby it has applied for a specific daily off-take volume of service water, to support the future planned mining tonnages. The mine owners recognized the need to be an active member of such a forum, to ensure that it would receive its water allocation.

14.5.1Olifant’s River Water Resources Development Project (ORWRDP)

The ORWRDP is the body that was formed to ensure the distribution and development of the water resources in the Steelpoort, Groothoek and Mogalakwena areas. A Memorandum of Agreement has been signed with the DHSWS for the development of the water systems. The design and construction of the pipeline from the Flag Boshielo Dam to Pruizen will commence once the take-off agreements have been signed by all the affected parties. This was supposed to be completed in 2013 but it was reported in the risk assessment workshop that there have been delays from the water board, and that LWUA has asked the DHSWS to take over. It was also reported that parties were withdrawing, due to the high capital costs that have been asked from them compared with those in the original agreement. This will put the supply of water to the mine from DHSWS at risk.

The raw water supply will consist of a take-off along the Flag Boshielo/Pruizen line at a point called Immerpan. The water will be pumped some 30.1 km to the Baobab operation (Lonmin Limpopo) and then some 17.7 km to the project site.

The raw water off take will be stored in a bulk raw water storage reservoir with a capacity of 10 Mℓ. This reservoir will be located at the western end of the ridge north of the plant. Raw water from this reservoir will be distributed to storage reservoirs located at the Concentrator Plant, Portal A and East Decline.

14.5.2Wellfields water supply

Drilling for ground water to augment the water supply is focused on the dolomites in the north and the Wonderkop Fault area to the south. It appears that a sustainable yield of 15 ℓ/sec is possible from work carried out to date.

Ground water (wellfields water) will be pumped to a bulk storage reservoir with a capacity of 3 Mℓ. This reservoir will be located at the western end of the ridge north of the Concentrator Plant.

Water will be fed into a reservoir, located at the Concentrator Plant. Wellfields water will be used solely by the Concentrator Plant. Should the wellfields water be insufficient to meet the demands of the Concentrator Plant, raw water will be used to top up the water usage requirement.

14.5.3Potable water supply

Water will be supplied to tanks situated at the Concentrator Plant, Main Office area, Portal B and Portal A. SRK could find no confirmation that this allocation has been approved during the data review process. Since Lebalelo water is raw water, a small water treatment plant will be required to produce potable water for domestic use on site. This has been included in the Capex and Opex estimates for the project.

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14.5.4 Water management systems including storm water

The feasibility-level designs for the Stormwater Management Plan (SWMP) for Mphahlele were completed as part of the Mphahlele FS. These were designed to comply with the requirements of GNR704. If these designs are implemented, the Mphahlele Project will comply with GNR704.

The clean and dirty water systems at the mine will be designed (where relevant), implemented and managed in accordance with the provisions of Regulation 704, 4 June 1999 (Regulation 704) for water management on mines.

14.5.5Water holding facilities

The main permanent water holding facilities at the mine are listed below:

· At the concentrator plant:

o A process water dam; and

o A SWD;

· At each decline:

o A thickener;

o An Erikson dam (for thickener overflow); and

o A SWD.

In addition to the above there will be two bulk water supply reservoirs located up-gradient of the concentrator plant on the Sefalaolo Ridge. These reservoirs will store potable/service water before it is pumped to the concentrator plant for use. The combined capacity of the reservoirs will be about 10 Mℓ.

14.6 Storm water management infrastructure

It is a requirement in terms of GNR704 to divert clean water away from the mine area, and to collect and contain any dirty water runoff from the mine’s infrastructure. This forms the basis of the design criteria for stormwater infrastructure. In order to minimize (if not entirely prevent) environmental contamination through effluent release into the groundwater, all dirty water collected in runoff drains in and around the infrastructure area is to be bunded, and/or collected and contained in pollution control dams (PCDs) through a concrete silt trap (which minimizes silt entering the PCDs).

The area to the north of Portal A and the plant above the infrastructure area, as well as the area to the north of Portal B, above the parking area, have been designated as clean water areas at the time of the design. These areas are provided with diversion bunds to prevent stormwater from reaching the portals. Diversion channels were therefore required to divert clean water into the surrounding environment. The function of the diversion channels is twofold: to maintain clean and dirty water separation, as well as to prevent stormwater run-off from reaching the portals and the plant. A trapezoidal channel is provided for stormwater diversion, that will decant into the environment through concrete dissipator structures. The areas will be terraced and landscaped to allow for run-off towards the channel. A paddock system offset 25 m from the edge of each of the portals is designed to capture and contain any contaminated water discharged or collected in and around the portal to allow for evaporation.

The stormwater management facilities were sized to be capable of handling the 1:50-year flood events, over and above their mean operating levels; i.e., the roads, drains/berms and PCDs within the footprints of each of the portals should be able to contain the 1: 50-year storm volume without spilling.

14.7 Tailings Disposal

[§229.601(b)(96)(iii)(B)(17)(ii), SR1.1(ii), SR5.4(ii)]

The selection of the preferred site for the development of the TSF was based on the candidate sites identified during the 2009 FS (Figure 14.4). The TSF was moved from its original position (Site 1) per the 2009 FS, to be located away from any potential artisanal mining along the LG and/or MG chromitite reefs north of the UG2. While Site 2 and Site 3 are similar in many respects, Site 2 was selected as the preferred option for development as being closer to the proposed mining and processing operations (Figure 14.5).

In terms of the NEM:WA regulations, the tailings would be classified as a Type 3 waste and would require disposal to a site protected by a Class C containment barrier system. Based on the expected zone of influence and the

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requirements of the SABS Codes of Practice (CoP) for Mine Residue Deposits (SABS 0286:1998), the TSF has been classified as a High Hazard based on its proximity to the Chunies River to the south.

	MPHAHLELE PGM PROJECT Candidate sites for TSF	Project No. 576060

Figure 14.4: Candidate sites for TSF

In terms of the 2020 FS, the TSF was designed to accept 103.5 ktpm of tailings over a LoM of 20 years, giving a total volume of tailings to be stored of 24.8 Mt at an in situ dry density of 1.75 t/m³. SPM advised that it had written confirmation that the TSF could handle the additional tonnage given in this TRS without exceeding the rate of rise in the later years of the TSF life.

The geotechnical characteristics of the tailings are expected to be equivalent to those of similar PGM tailings products, being relatively fine with >80% by mass passing the 75 µm screen.

Seepage from the tailings is not expected to generate Acid Mine Drainage (AMD), although it is possible that seepage and storm water runoff may contain contaminants (dissolved salts) at levels that may affect the use of the water by downstream users. All surface runoff will therefore be contained, and measures will be incorporated into the construction of the TSF to limit migration of seepage beyond the footprint of the facility (Figure 14.5).

Water from the return water sump and storm water control dam will be pumped back to the plant. It is estimated that 50% of the slurry water deposited on the TSF will be returned to the plant.

A Class C containment barrier system comprising a geosynthetic clay liner and 1.5 mm High Density Poly-Ethelene liner will be installed on the footprint and inside slopes of the TSF, the return water dam (RWD) and the associated stormwater control dam.

Geotechnical investigation of the selected TSF site, including test pitting and drilling, will be required to confirm the nature of the underlying strata as part of the detailed design of the facility.

Based on similar sized facilities, SRK believes that the construction of the TSF required for the proposed LoM depositional requirements will have a Capex requirement of around ZAR400m (based on 2021 cost estimates). The project Capex includes a budget provision of ZAR378m for the TSF complex, including contingency.

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	MPHAHLELE PGM PROJECT Site Layout (at selected Site 2)	Project No. 576060

Figure 14.5: Site layout (at selected Site 2)

Based on data made available, SRK does not believe that the facility has been designed to ensure full compliance with the GISTM requirements. Further studies, such as brittle failure analyses and depositional strategies pertaining to the construction of the facility, will need to be undertaken prior to, or as part of, the FS phase of the TSF design to ensure that all GISTM requirements relevant to the design of such facilities are met.

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15 MARKET STUDIES

[§229.601(b)(96)(iii)(B)(16)] [SR4.3(vi), SR5.6]

15.1 Historical prices

[§229.1300]

In terms of the definitions for market studies in SK1300, historical prices for the preceding five or more years should be provided in a TRS. Five-year historical price graphs for the 6E PGMs and base metals (Cu and Ni) are set out in Figure 15.1 and Figure 15.2, respectively.

	MPHAHLELE PGM PROJECT Five-year historical price graphs for 6E PGMs (source: www.infomine.com)		Project No. 576060

Figure 15.1: Five-year historical USD/oz price graphs for 6E PGMs

For the South African context, the exchange rate between the US Dollar (USD) and South African Rand (ZAR) is important as all USD-based metal prices are converted to SA Rands at the ruling ZAR:USD exchange rate. The historical ZAR:USD exchange rate for the past five years is shown in Figure 15.3.

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	MPHAHLELE PGM PROJECT Five-year historical prices for Cu and Ni [source: www.kitco.com]		Project No. 576060

Figure 15.2: Five-year historical USD/lb prices for Cu and Ni

	MPHAHLELE PGM PROJECT Five-year historical ZAR:USD exchange rate [source: www.xe.com]	Project No. 576060

Figure 15.3: Five-year historical ZAR:USD exchange rate

15.2 Uses for metals produced

[§229.601(b)(96)(iii)(B)(16)(i)]

The primary uses for the PGMs and base metals that would be produced by the Mphahlele Project are listed below:

· Pt – catalytic converters, laboratory equipment, electrical contacts and electrodes, platinum resistance thermometers, dentistry equipment, and jewellery;

· Pd – primarily in catalytic converters, also used in jewellery, dentistry, watch making, blood sugar test strips, aircraft spark plugs, surgical instruments, and electrical contacts;

· Rh – primarily in catalytic converters for cars (80%), also used as catalysts in the chemical industry, for making nitric acid, acetic acid and hydrogenation reactions;

· Au – jewellery (78%), finances, electronics and computers, dentistry and medicine, aerospace and medals/awards;

· Ir – the most corrosion-resistant material known and used in special alloys with Pt and Os, for pen tips and compass bearings, and contacts in spark plugs;

· Ru – chip resistors and electrical contacts (electronics industry), anodes of electrochemical cells for chlorine production (chemical industry) and in catalysts for ammonia and acetic acid production;

· Ni – mainly for production of ferronickel for stainless steel, rechargeable nickel-cadmium batteries and nickel-metal hydride batteries, and some other uses, such as kitchen wares, mobile phones, and medical equipment; and

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· Cu - primary applications are in electrical wiring, construction (roofing and plumbing), and industrial machinery (e.g., heat exchangers).

15.3 Market – Supply and Demand

[§229.601(b)(96)(iii)(B)(16)(i)]

SPM provided a market review by CRU- International Limited (CRU, 2021), with key elements of CRU’s views on market supply/demand dynamics summarized below. The key contributors to the views taken by CRU (2021) regarding supply and demand for Pt, Pd and Rh together with the forecast supply-demand outlook for each of these PGMs through to 2030 are summarized in Figure 15.4.

Specific Comments related to supply-demand outlook		Supply-demand outlook
Platinum: ·          Due to the nature of the basket problem, expansions seeking additional Pd and Rh units will fuel a prolonged oversupply of Pt (10-15% of demand); ·         A short term deficit in 2020, driven by supply disruptions (particularly at Anglo American’s converter facility), gives way to a multi-year surplus; ·         This will only be alleviated in the long term once: o         Loadings in spent autocat tail off, reducing secondary supply; o         Gasoline autocats (the ‘tri metal catalyst’, and replicas) manage to substitute a portion of the Pd content for Pt (noting that internal combustion engine (ICE) sales will continue to fall); and o         Future applications in electrolysers and fuel cells for the hydrogen economy reach mass commercialization.
Palladium: ·          In the aftermath of ‘ Dieselgate ’ that has boosted gasoline’s share of ICE, alongside rising emissions standards the world over, the PGM market’s demand splits have moved out of sync with its naturally occurring supply shares; ·          Deficits will need to draw down on any historical stockpiles; ·          This will only be alleviated in the long term once: o          Loadings in spent autocat pick up, increasing secondary supply; Russian expansions come online; o         Gasoline autocats (the ‘tri metal catalyst, and replicas) manage to substitute a portion of the Pd content for Pt; and o         Overall ICE share of vehicle sales falls at a faster rate than autocat loadings are rising; Pd is not exposed to emergent technologies such as fuel cell electric vehicles (EVs).
Rhodium: ·          High historical surpluses mean that there is likely to be significant above ground stock, so the current price run is on the basis of stockpile building for anticipated, prolonged future deficits; ·          Much of this will be strategic operational stockpiling; some will be investor speculation; ·          Rh is exceedingly difficult to thrift/substitute out of autocat while acceptable NOx emissions levels tighten; ·          This will only be alleviated in the long term once: o         Loadings in spent autocat pick up, increasing secondary supply; and o         The overall ICE share of vehicle sales falls at a faster rate than autocat loadings are rising; Rh is not exposed to emergent technologies such as fuel cell EVs.
	MPHAHLELE PGM PROJECT CRU’s Pt, Pd and Rh supply-demand outlook [source: CRU, 2021]		Project No. 576060

Figure 15.4: CRU’s Pt, Pd and Rh supply-demand outlook

SRK Report date: 14 April 2022
Effective Date: 31 December 2021

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15.4 Agency relationships, commodity price projections

[§229.601(b)(96)(iii)(B)(16)(i)]

15.4.1Agency relationships

There are no agency relationships or technology licences in place or required for the Mphahlele Project.

15.4.2Three-year trailing average and spot prices

The three-year trailing average and spot values at 31 December 2021 for the 6E PGMs, Cu, Ni and ZAR:USD exchange rate are given in Table 15.1.

SRK has used the three-trailing average and spot values as comparative price decks in the economic analysis discussed in Section 18.

Table 15.1: Three-year trailing average and spot values at 31 December 2021)

Item	Units	Three-Year Trailing Average	Spot
Pt	(USD/oz)	946	968
Pd	(USD/oz)	2 045	1 902
Rh	(USD/oz)	11 722	14 100
Ru	(USD/oz)	362	550
Ir	(USD/oz)	2 719	4 000
Au	(USD/oz)	1 654	1 829
Ni	(USD/t)	15 415	20 701
Cu	(USD/t)	7 160	9 722
ZAR:USD	(ZAR)	15.24	15.89

15.4.3CRU Price/Fx projections

The Industry Overview in the Registration Statement on Form F-1 of SPM provides the basis for CRU’s price forecasts and is not discussed further here.

The CRU (2021) provided forecast prices for Pt, Pd, and Rh up to 2031 (Table 15.2). CRU (2022) issued a mid-term update on Pt and Pd prices to 2026, with prices beyond 2027 remaining the same as per its 2021 forecast. Table 15.2 reflects the mid-term Pt and Pd prices for 2022 to 2026 (CRU, 2022) and long-term Pt and Pd prices for 2027 to 2031 (CRU, 2021).

Price forecasts for Au, Cu and Ni for 2022 to 2024 are taken from Consensus Economics (supplied by UBS AG Investment Bank (UBS), 2021), with 2024 values kept constant to 2031. The Ir and Ru forecast prices are factored from the year on year change in the Pt price using the average Ir and Ru prices for calendar 2021 as the base. The CRU and Consensus Economics’ forecast prices in 2031 are taken as the long-term (LT) prices.

ZAR:USD exchange rate forecasts for 2022 to 2030 are taken from Steve Forrest & Associates (SFA, 2021).

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Effective Date: 31 December 2021

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Table 15.2: CRU price deck (CRU, 2021; CRU, 2022; UBS, 2020)

Item	Basis	Units	2021	2022	2023	2024	2025	2026	2027	2028	2029	2030	2031 / LT
Pt	CRU (2022)	(USD/oz)	1 091	1 065	1 100	1 150	1 190	1 170	680	625	585	569	569
Pd	CRU (2022)	(USD/oz)	2 400	2 050	2 375	2 550	2 350	1 750	1 853	1 718	1 559	1 426	1 426
Rh	CRU (2021)	(USD/oz)	20 113	38 341	41 635	37 647	32 067	27 561	23 049	19 250	15 932	13 256	13 256
Ru	Factored	(USD/oz)	567	553	571	597	618	608	353	325	304	296	296
Ir	Factored	(USD/oz)	5 083	4 961	5 125	5 357	5 544	5 451	3 168	2 912	2 725	2 651	2 651
Au	Consensus	(USD/oz)	1 799	1 739	1 600	1 549	1 488	1 488	1 488	1 488	1 488	1 488	1 488
Ni	Consensus	(USD/t)	18 458	18 073	16 833	15 944	15 724	15 724	15 724	15 724	15 724	15 724	15 724
Cu	Consensus	(USD/t)	9 292	8 614	7 690	7 801	8 057	8 057	8 057	8 057	8 057	8 057	8 057
ZAR:USD	SFA	(ZAR)	14.79	14.84	15.30	15.51	15.66	15.79	15.92	16.03	16.13	16.23	16.32

Note:

1. CRU (2022) prices reflect CRU’s medium-term revised forecast, with prices from 2027 onwards per CRU’s 2021 forecast.

2. CRU (2021) Rh price remains per CRU’s 2021 forecast.

3.	Consensus price forecasts are presented in real (constant money) terms.
4.	Values for 2021 are the average for calendar 2021. Projected values for Ir and Ru for 2022 onwards are factored by the year on year change in the Pt price, using 2021 as the base.

5. The values from 2022 onwards are used for the evaluation.

SRK Report date: 14 April 2022
Effective Date: 31 December 2021

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15.5 Material contracts

[§229.601(b)(96)(iii)(B)(16)(ii)] [SR5.6(ii)]

15.5.1Impala concentrate refining/smelting

SPM signed a Treatment of Concentrate and Sale of Metals Agreement with Impala, which will terminate in September 2022. Impala advised SPM that the agreement cannot be extended.

As the first concentrate to be produced by the Mphahlele Project is only in 2026, the terms of this agreement are not applicable.

15.5.2Trafigura Concentrate Offtake Agreement (Trafigura Offtake)

SPM is negotiating with Trafigura Pte Ltd (Trafigura) certain commercial offtake terms in respect of the PGM concentrate to be produced by PPM. The principles are discussed in generic terms below.

The buyer of 100% of the PGM concentrate produced by PPM will be Heron Metals Proprietary Limited (Heron Metals, or the Buyer), a subsidiary of Trafigura. The Buyer’s oblifgations under the Trafigura Offtake will be guaranteed by Trafigura.

The duration of the Trafigura Offtake is anticipated to be five years from the termination of the Impala agreement.

The Buyer shall pay to PPM set payable percentages of the contained 4E metal value in the concentrate on a sliding scale dependent on the combined 4E grade (in g/t) in the concentrate. The Buyer shall pay a set payable percentage of the contained Ir and Ru in the concentrate if the combined grade of the Ir and Ru is >10 g/t in concentrate. The Buyer shall pay a fixed payable percentage of the contained Ni and Cu content in the concentrate.

Payment due to PPM for the payable metals will be made in two tranches, one (90% of value) relative to the date of concentrate delivery (the provisional payment), with the balance as the final payment paid upon receipt of final assays, weights and prices. A financing charge (linked to the Johannesburg Interbank Average Rate, JIBAR) will be payable on the provisional payment. The price will be subject to deductions for treatment charges and moisture content.

Deliveries will be made Delivered at Place (DAP) to the Buyer’s nominated receiving smelter located in South Africa within 450 km of PPM.

Title in the contained PGM and base metals in the concentrate shall pass to the Buyer once SPM has received the provisional payment. Risk in the concentrate passes to the Buyer once the concentrate is delivered to receiving premises as determined by the Buyer.

Penalties:

· No penalty will be payable if the Cr₂O₃ content is <2.5% of the concentrate. If the Cr₂O₃ content of the concentrate exceeds 3%, the Buyer will have the option to refuse that concentrate delivery or impose a penalty (in USD/t) of contained chromite Cr₂O₃ on a sliding scale;

· If the weighted monthly average 4E combined grade of concentrate is <80 g/t, the Buyer shall be entitled to refuse that concentrate delivery.

Treatment charges are set at a fixed rate per dry tonne of concentrate (in ZAR/t) treated, with the rate adjusted annually. The combination of treatment charges and payabilities indicates that the intent of the Trafigura Offtake is for PPM to retain ownership of the refined metals.

The Company advised that the terms and conditions in the Trafigura Offtake should be used for evaluation purposes of the Mphahlele Project. The payabilities, penalties and toll-treatment costs in the Trafigura Offtake are largely in line with those in the Impala contract and are typical of the PGM industry in South Africa. SPM expects that in the event a Trafigura Offtake or Impala-type contract is not available, there is sufficient smelting and refining capacity in South Africa that treatment of the PGM concentrate produced by Mphahlele should still be possible. SRK considers that this approach is reasonable, recognizing that this presents a risk to the Project.

The aggregate of the treatment costs and penalties for the LoM production, based on the terms of the Trafigura Offtake, are shown in Table 15.3. 

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Effective Date: 31 December 2021

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Table 15. 3 Aggregate of treatment charges and penalties (based on Trafigura Offtake terms)

Item	Units	Totals	2022	2023	2024	2025	2026	2027	2028	2029	2030	2031	2032	2033	2034	2035	2036
Contained Metal Value (1)	(ZARm)	115 502	0	0	0	0	1 480	3 018	4 299	5 217	5 115	5 755	5 762	5 341	5 732	5 555	5 940
Less:
Recovery Losses	(ZARm)	15 765	0	0	0	0	204	401	576	705	699	787	788	730	784	759	812
Cr2O3 Penalties	(ZARm)	46					3	3	3	3	3	1	1	1	1	1	1
Smelting Royalties	(ZARm)	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Concentrate Transport Cost	(ZARm)	242					2	4	7	10	11	12	12	11	12	12	13
Smelting and Refining Cost	(ZARm)	2 527	0	0	0	0	18	46	74	103	114	128	128	119	127	124	132
Net Payable Revenue (2)	(ZARm)	96 921	0	0	0	0	1 253	2 564	3 639	4 396	4 288	4 827	4 833	4 480	4 807	4 659	4 982
Effective payability	(%)	83.91%	0.00%	0.00%	0.00%	0.00%	84.70%	84.95%	84.65%	84.26%	83.83%	83.86%	83.87%	83.87%	83.86%	83.87%	83.87%

Item	Units	Totals	2037	2038	2039	2040	2041	2042	2043	2044	2045	2046	2047	2048	2049	2050	2051
Contained Metal Value (1)	(ZARm)	115 502	5 747	5 490	5 510	5 356	5 625	5 323	5 508	5 482	4 951	3 422	2 872	2 618	2 552	1 749	85
Less:
Recovery Losses	(ZARm)	15 765	786	751	754	732	769	728	753	749	676	467	392	357	348	239	17
Cr2O3 Penalties	(ZARm)	46	1	1	1	1	1	1	2	3	3	4	2	1	1	0	0
Smelting Royalties	(ZARm)	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Concentrate Transport Cost	(ZARm)	242	12	12	12	11	12	11	12	12	11	8	7	6	6	4	1
Smelting and Refining Cost	(ZARm)	2 527	128	122	123	120	126	119	122	122	111	79	68	64	62	46	5
Net Payable Revenue (2)	(ZARm)	96 921	4 820	4 604	4 620	4 491	4 716	4 463	4 619	4 597	4 150	2 864	2 403	2 190	2 135	1 460	63
Effective payability	(%)	83.91%	83.87%	83.86%	83.86%	83.85%	83.85%	83.85%	83.86%	83.86%	83.83%	83.70%	83.68%	83.66%	83.66%	83.47%	73.92%

1 Value of contained metal in concentrate as delivered to the smelter/refinery.

2 Value of recovered metal that is attributable to SPM after application of metal recoveries/payabilities per the Trafigura Offtake.

SRK Report date: 14 April 2022
Effective Date: 31 December 2021

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15.5.3 Mining contracts

[SR5.6(ii)]

SPM only plans to commence construction and mining development of the Mphahlele Project in January 2024, once all the environmental permitting and authorization processes have been completed and approvals received from the respective government departments.

SPM envisages that an Engineering, Procurement and Construction Management (EPCM) contractor would be appointed to construct the portal and portal infrastructure at Portal A.

SPM envisages that a mining contractor would be used to sink the primary access decline at Portal A.

SRK Report date: 14 April 2022
Effective Date: 31 December 2021

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16 ENVIRONMENTAL STUDIES, PERMITTING, COMMUNITY AGREEMENTS

[§229.601(b)(96)(iii)(B)(17)] [SR5.5(i)(ii)(iii)]

The proposed Mphahlele Project is located within a large open valley, mainly on the farm Locatie van M’Phatlele 457KS in the Limpopo Province. A series of ridges skirt the northern, eastern and southern borders of the project area. Several non-perennial ephemeral drainage lines drain the site. A small section of the mine access road will be located on the remaining extent of the farm Voorspoed 458KS.

16.1 Socio-economic Setting

The Mphahlele Project is located on the northern part of the Eastern Limb of the BC in an area that juxtaposes extensive mining and fairly dense human settlement. Communities in this area have had extensive experience of stakeholder engagement on EIA processes and have seen the area transition from rural tribal lands, to an area that is characterized by various mining operations and projects in development. Despite the development of the Eastern Limb, economic opportunities for the communities of this area have remained limited, and the anticipated benefits of development remain largely intangible from the viewpoint of local stakeholders. This results in high expectations with regards to local employment and procurement opportunity.

The project is located within the Limpopo Province and falls under the administrative jurisdiction of the Capricorn District Municipality and the Lepelle-Nkumpi Local Municipality. In parallel, the project is located within the tribal authority jurisdiction of the Bakagaga Ba Mphahlele Tribal Authority. The communities in the vicinity of the project are Mphahlele (±1 km north), Lebowakgomo (±8 km north west), Polokwane (±50 km north) and Mokopane (±65 km west-north-west). Various formal and informal villages, including Mamaolo, Makurung and Dithabaneng, are scattered across the area under the authority of the Bakagaga Ba Mphahlele Tribal Authority, with associated crop fields and grazing lands occurring in the surrounding areas.

The legacy of the past homeland system continues to be apparent in this area and, while most houses are built of brick and mortar, social services and infrastructure in the area cannot service the needs of the communities. These are further challenged by the effects of project-induced influx into the area, which has resulted in an increase in informal settlement along roads and close to services.

All these villages are supplied with water from Lepelle Northern Water but have private and community supply boreholes as backup. Baseline ground water quality is generally poor with high fluorides, the source of which is unknown; high nitrates attributed to agricultural practices and livestock and other parameters associated with the geological structure.

Land on the project site is registered to the State (administered by the Department of Land Affairs) for the Bakgaga Ba Mphahlele.

The mining area is located within cultivated land.

16.2 Project Description

The proposed mine development consists of:

· Two decline shafts (Portal A and Portal B) and the associated WRD;

· Raw materials handling comprising primary crushing and Rados plant at Portal A;

· A mineral processing plant;

· A TSF situated to southeast of the decline shaft areas and an assumed footprint area of 135 ha;

· Rock dumps that will cover a footprint area of approximately 65 ha at the end of the mine’s life;

· Support services infrastructure; and

· Underground mining that is proposed to a depth of 600 m below surface.

16.3 Results of environmental studies

[§229.601(b)(96)(iii)(B)(17)(i)] [SR4.5(iii), SR5.5(i)]

The necessary environmental authorizations and permits will need to be obtained in line with the relevant environmental legislation. Various specialist studies (biophysical, technical and social) will need to be updated accordingly to inform the authorizations and permitting processes.

Baseline environmental information was obtained from work done by the various specialists appointed for the 2008 EIA and EMPr. Given the changed project layout/scope incorporated into the 2020 FS, the EIA process and

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a full suite of specialist studies will be required. New studies will be required for infrastructure footprints not previously considered or approved per the 2008 EMPr. This relates primarily to the concentrator and TSF which have been moved south of the UG2 subcrop but will also need to consider the third-party chromitite mining activities that could either impact on or be impacted by the Project. Where possible previously completed studies would be used as a base and updated to consider changes in site conditions.

Specialist hydrology and hydrogeology studies related to the new project scope were completed as part of the 2020 FS.

Since there are existing approved EIA/EMPr reports, SPM expects that acceptance/approval of revised EIA/EMPr and supporting documents by the relevant authorities should not present any material problems that would delay the development of the mine.

16.4 Requirements and plans for waste and tailings disposal and water management

[§229.601(b)(96)(iii)(B)(17)(ii)] [SR1.1(ii), SR4.5(iii), SR5.4(ii)]

16.4.1 Tailings disposal

In terms of the NEM:WA regulations, the tailings would be classified as a Type 3 waste and would require disposal to a site protected by a Class C containment barrier system. Based on the expected zone of influence and the requirements of the SABS CoP for Mine Residue Deposits (SABS 0286:1998), the TSF has been classified as a High Hazard based on its proximity to the Chunies River to the south.

Design considerations for the TSF are discussed in Section 14.7.

16.4.2 Water Management

Feasibility-level designs for the storm water management plan for Mphahlele were completed as part of the 2020 FS. The clean and dirty water management systems at the proposed mine were designed to comply with the requirements of GNR704.

If these designs are implemented, the Mphahlele Project will comply with GNR704.

16.5 Project permitting requirements and reclamation bonds

[§229.601(b)(96)(iii)(B)(17)(iii), [SR1.5(ii)(iii)(v), SR4.3(iv)(v), SR4.5(iii), SR5.5(ii)(iii)]

The NOMR for the Mphahlele Project was granted based on a valid and approved EMPr.

16.5.1Future authorizations, licences and permit requirements

The proposed changes to the approved Mphahlele EIA and EMPr will need to reflect the changed project description, which will require environmental authorization prior to construction commencing.

A Water Use Licence (WUL) for the Mphahlele Project will need to be applied for the required water uses.

The relevant specialist studies will need to be updated accordingly.

16.5.2Approved EMPr

The NOMR for the Mphahlele Project was granted based on a valid and approved EMPr.

16.5.3 Future permit requirements

The proposed changes to the approved Mphahlele EIA and EMPr will need to reflect the changed project description, which will require specialist investigations and environmental authorization prior to construction commencing. The relevant specialist studies will need to be updated accordingly.

16.5.4Social and Labour Plan

An SLP in terms of the MPRDA Regulation 46 (a – f) is required as part of a Mining Right. The SLP defines the company’s undertaking to HRD, local economic development (LED) (including housing and living conditions and procurement), management of downsizing and retrenchment, and financial provision, amongst others in order to contribute to local and labour-sending area community upliftment and development. The Mphahlele Project has an SLP for the period 2008 - 2012, which was reportedly approved by the DMRE but no proof of approval was made available to SRK. The SLP has not been implemented as this is dependent on the implementation of the NOMR. As the Mphahlele SLP is outdated, SPM plans to revise the SLP to align with current requirements, both in terms of Mining Charter III and the Mining Charter Scorecard and re-submit to the DMRE. An overview of social compliance requirements associated with the mining activities planned at SPM’s Mphahlele PGM Project was

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undertaken as part of the 2020 FS. It is noted that social compliance/sustainability risk aspects related to the Mphahlele Project will be taken into consideration in the development of the revised SLP.

16.5.5Social aspects

[SR4.3(v), SR4.5(iii), SR5.5(iv)(v)]

As a result of the proximity of mining activity and established semi-urban areas and villages, the range of social issues to be addressed is more extensive than would be the case at a more remote mining site. To secure and retain the necessary social licence to operate, SPM as developers of the proposed mine will have to address the following challenges and risks:

· Levels of community expectations regarding benefits derived from mining

Communities on the Eastern Limb have been exposed to the ongoing development and operationalization of mining projects by at least ten different mining houses and a variety of joint ventures since the early 2000s, with varying degrees of socio-economic benefits and impacts experienced. Despite this, mining on the Eastern Limb is a much more recent development than on the Western Limb and communities in this area are still adjusting and understanding both the benefits and hurdles that inevitably occur around mining operations. Commitments that were made in the 2007 M’Phatlele Platinum Mine SLP include: 5% ownership of the mine based on free carry, compensation payments for exploration, first preference for employment subject to skills availability, first preference to supply of services subject to national legislative requirements, further development opportunities to be explored and rights for the exploitation of any chromite reefs and right to reprocessing of dump materials. It is assumed that the SLP commitments were discussed and negotiated with the community representatives in 2007 and that stakeholders have been expecting to see the benefits of the SLP between 2008 and 2012, none of which have yet materialized.

However, SPM has identified two potential community project opportunities related to the chrome rights over the Project area being held by the MCDT. These are:

o Installation of a chromite recovery plant (CRP) by SPM under a pool-and-share arrangement (PSA) with the MCDT to mutually benefit both parties, where the MCDT provides the chrome rights and SPM provides the financial, commercial and operational support and capabilities; and

o Should the small-scale open pit mining operations on the chromitite seam, which commenced in mid-2017 and has since ceased, re-start, SPM could provide technical and commercial support to the MCDT in terms of mine design, mining operations and product sales.

Since the Mphahlele Project has not been implemented in more than ten years and given that communications with the Mphahlele community commenced in 2003, it is reasonable to expect that levels of expectation and frustration within the community remain high with regards employment opportunities, economic development and other socio-economic benefits associated with direct investment in the communities through SLP commitments. SPM’s commitment to address this challenge will be taken up in the development of the revised SLP and alignment to the current requirements of the Mining Charter III and the MCSC 2018. To this end, SPM has committed to set aside 3% of net profit after tax (NPAT) for Enterprise Development (ED) and Supplier Development (SD) programmes, as well as to a HRD spend equal to 5% of the annual salary bill in accordance with the Mining Charter scorecard 2018. Furthermore, the skills development budget, which is an additional budget to the operational costs of the Mine can be allocated for mine employees as well as unemployed members from the community/ bursary students, etc. As recommended in the MTS study, SPM should consider an increased spend on skills development during the ramp up of the operation to ensure that most of the workforce across all occupational levels can be sourced from the immediate host community. In addition, as per the requirement for the mine to engage in LED projects that are meaningful, SPM has incorporated a guideline budget of 1% of NPAT into its financial model for LED project contributions;

· Legacy of past mining experiences on trust relationships

While community expectations can be assumed to be high, it is also reasonable to expect that communities might be cynical about the extent to which benefits from a new mine will filter through to ordinary people. A majority of the SLP commitments made in 2007 have not been implemented resulting in an extended delay in any benefits starting to accrue to the communities. The Project is also located within a context where tangible socio-economic benefits from mining on the Eastern limb are challenging to identify for ordinary people, which in turn has a bearing on the development and sustainability of trust relationships. It is

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reasonable to expect that communities will grow impatient of waiting for benefits. Impatience could manifest in community activism and protest, demands for higher levels of benefits and the entrenchment of low levels of trust between the stakeholders. Based on its experience at its PPM operation, SPM is committed to maintaining its social licence to operate through meeting its social obligations and building long-term relationships with its host communities and other stakeholders;

· A variety of local governance structures

Key local structures include the District Municipality (Capricorn District Municipality), the Local Municipality (Lepelle-Nkumpi Local Municipality) and Traditional Authorities (Bakagaga Ba Mphahlele Tribal Authority). All have a key role in the relationship between the mine and communities but the municipalities have limited capacity, and the Traditional Authorities are sometimes characterized by tensions between different authorities, and challenges to leadership within individual authorities. Against this background the mine will have to commit resources to securing and maintaining relationships with all three local governance structures.

· A local history of community activism and protest

Communities on the Northern and Eastern Limb have witnessed numerous examples of resettlement and compensation activities that have been accompanied by various forms of community protest. This has been mobilized to some extent by well-informed human rights activists but against the background of often well-founded grievances. Some resettlement and compensation may be required in relation to physical and economic displacement as well as impacts associated with blasting activities and contamination of water sources. While resettlement and compensation are not expected to be extensive, in the context of some very contentious resettlement experiences in the area, it may be reasonable to expect that if resettlement and compensation are not carefully and transparently handled, the potential for protest action is high.

16.6 Agreements with local communities

[§229.601(b)(96)(iii)(B)(17)(iv)]

At present there are no community agreements relevant to the Mphahlele Project.

16.7 Mine closure plans and associated costs

[§229.601(b)(96)(iii)(B)(17)(v)] [SR1.7(i), SR5.2(ii)]

Closure planning for the project has not been undertaken, other than that considered in the authorization documentation. The level of planning is therefore considered to be at a preliminary level with the planning limited to a description of the likely activities to be undertaken, rather than based on site considerations. Furthermore, a closure risk assessment has not yet been undertaken to inform more detailed closure planning.

The preliminary conceptual closure planning has been used to determine the potential end of LoM closure liability for the various aspects associated with the proposed project. The estimated closure liability escalated to December 2021 terms is ZAR275.3m and is composed of:

· Portal A ZAR35.8m;

· Portal B ZAR21.9m; and

· Plant ZAR217.6m.

The estimated closure liability for the residue facilities in December 2021 terms is ZAR78.6m, made up of:

· TSF ZAR45.9m;

· Portal A waste rock dump ZAR12.5m;

· Portal B waste rock dump ZAR12.7m; and

· Low grade stockpile ZAR7.5m.

In addition, the post closure maintenance and monitoring costs were estimated to be ZAR8.5m for a period of seven years.

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Although these closure liability costs are preliminary and are not supported by a risk assessment or detailed closure planning, SRK is of the opinion that the costs are in the correct order of magnitude for the proposed operation. There is the opportunity to reduce the costs at the end of life of the project through developing and implementing a concurrent rehabilitation plan.

Risk items that do not appear to have been included in the cost estimates, which may materially affect the closure liability, depending on how impacts are managed during operations, include:

· Post closure water management, which may or may not include requirements for post closure water treatment;

· Availability and quality of stockpiled soils to be used as covers on the residue facilities; and

· Requirements for complex covers on residue facilities.

16.8 Adequacy of plans to address compliance and permitting

[§229.601(b)(96)(iii)(B)(17)(vi)] [SR1.5(ii)(iii)(v), SR4.3(iv)(v), SR5.5(ii)]

16.8.1 Main water issues

The main water issues for the project are as follows:

· The Project is located in a water-stressed area, and supply of water to the mine is a risk;

· It is anticipated that water for the Project will be sourced from two sources: the Lebalelo Water Scheme and a wellfield. The Lebalelo Water Scheme is allocation is limited, and as such, there might be insufficient raw water for the project;

· The licensing process has not commenced yet, but it is important to apply to the Lebalelo Scheme for a water allocation early, to secure a fresh water supply; and

· Supplementary supply from the wellfield may result in a reduction in groundwater levels/availability.

16.8.2 Other environmental issues

From the information reviewed and noting the situation with respect to ground water described above, environmental impacts identified are all manageable in terms of standard and well understood practices. In the light of the fact that this is a new project, it will be possible to establish sound environmental management systems from the outset, potentially limiting impacts and hence future liabilities. However, impacts which should be noted include the following:

· Surface subsidence could occur if no support is provided in the underground workings. If surface subsidence does occur, it can create depressions which cause an alteration to surface drainage patterns and pooling of water. In more severe cases of subsidence, the depressions can also be hazardous to people and animals. This is also relevant given the agricultural nature of the area to be mined;

· Approximately 450 ha of land will be disturbed by the project. Most of this area is used by the community for subsistence farming and/or livestock grazing. In the unmanaged scenario this impact will be of high significance, given the dependence of the area on subsistence agriculture; and

· A WUL is yet to be applied for the required water uses.

16.8.3 Social issues

The following social issues will require further attention from SPM:

· Stakeholder relationships. SPM has had interactions with the tribal community representatives throughout the EIA/EMP process as well as in relation to the SLP commitments and the ownership proportions. In the socio-economic project context, it is important to take action to build on these engagements and sustain constructive stakeholder relationships. Failure to do so might link the mine with negative perceptions of mining in general and attract the critical attention that has focused on other mines on the Eastern Limb. The establishment of communication structures that are accepted by the community as representative and

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unbiased is of critical importance to maintaining social licence to operate. Any suspicion of bias could damage relations with the community.

A draft Stakeholder Engagement Strategy was developed by MTS in October 2020 to understand the status of the stakeholder engagement function, identify gaps and the required actions to achieve a holistic and integrated approach to engaging all relevant stakeholder groups within its immediate area of influence. The assessment noted that the stakeholder engagement administration system, folders and documents need to be structured and compiled in line with standard stakeholder engagement frameworks. In addition, the SPM Stakeholder Engagement function is currently inadequately resourced, with vacancies for a Social Performance Manager and three community liaison officers. It is understood that the new Stakeholder Engagement organogram has been approved and the vacant positions will be filled during 2021.

A stakeholder needs analysis was also completed to inform the development of a Stakeholder Engagement Plan (SEP) with an understanding of stakeholders’ underlying motivations and the root causes of stakeholder concerns or aspirations. It is understood that refinement of the Stakeholder Engagement Strategy guiding the development of SPM’s stakeholder engagement frameworks, tools and templates as well as the development of the SEP is underway.

SPM has made great strides in building a trust relationship with the various stakeholder groups within its zone of influence and is committed to strengthening those relationships to maintain its social licence to operate.

· Misinformation and expectations. Delays in the commencement of construction and operation of the Mphahlele Project provide a breeding ground for rumours and expectations. The best way to address misinformation is to be as transparent and accessible as possible. Information can be disseminated through representative committees but also in other ways (media, local government, traditional authorities, and community meetings).

· Community grievances. Members of the community might have issues and grievances they wish to bring to the attention of SPM. To ensure a consistent and fair response, a structured and well-managed grievance procedure should form part of the mine’s management systems and should be disclosed to the stakeholders.

Currently, there is an undocumented grievance procedure in place at PPM to register grievances from external stakeholders, which facilitates the collation, recording, addressing and close-out of stakeholder grievances. SRK understands that a similar grievance procedure will be formalized as part of the management systems for the Mphahlele Project and disclosed to stakeholders.

16.9 Commitments for local procurement and hiring

[§229.601(b)(96)(iii)(B)(17)(vii)]

SPM has implemented a preferential procurement policy and will maintain this policy as a standard operating procedure. The objective of the preferential procurement policy is to maximize opportunities for HDSAs to supply goods and services to the SPM operations. This will contribute to the development of sustainable HDSA business enterprises, and to the purchasing and procurement requirements of the MPRDA and Mining Charter. SPM is committed to wherever possible procuring goods and services from the local communities as well as HDSA suppliers and will report on the progress thereof through an Annual Social and Labour Plan Report.

SPM has a strong focus on local recruitment as a mechanism to decrease the negative impact it may have on the local community. The target is to employ 30% of its workforce from the local community, 25% from the District Municipality and a further 25% of its workforce from the Limpopo Province. Entry level positions will be filled from the local community with only positions that cannot be filled locally, advertised and filled from outside the local community. Highly skilled labour will be sought from other areas within South Africa, if not available in the local community. SPM’s skills development programmes have been aligned to enable unskilled employees (especially from the local communities) to gain access to skills and career development opportunities offered by SPM.

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Effective Date: 31 December 2021

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17 CAPITAL AND OPERATING COSTS

[§229.601(b)(96)(iii)(B)(18)

17.1 Capital and Operating Costs

[§229.601(b)(96)(iii)(B)(18)(i)] [SR4.3(vii), SR5.6(iii) (vi)]

Estimation of capital and operating costs is inherently a forward-looking exercise. These estimates rely upon a range of assumptions and forecasts that are subject to change depending upon macro-economic conditions, operating strategy and new data collected through future operations. For this report, capital and operating costs are considered to be at an PFS level as defined by SK1300, with an expected accuracy of ±25%. However, this accuracy level is only applicable to the base case operating scenario and forward-looking assumptions outlined in this report. Therefore, changes in these forward-looking assumptions can result in capital and operating costs that deviate more than 25% from the costs forecast herein.

17.1.1 Capital Costs

The capital estimates for the Mphahlele Project were derived from the 2020 FS with an effective date of 30 June 2020. These costs were subsequently escalated to the Effective Date of 31 December 2021 based on Consumer Price Indices (CPI) provided by SPM. Table 17.1 shows the capital estimate summary and schedule.

Table 17.1: Capital Estimate Summary and Schedule

Item	Units	Total	2022	2023	2024	2025	2026	2027	2028
Exploration	(ZARm)	66		28	39
Pre Implementation	(ZARm)	265	9	47	83	40	41	40	7
Mining	(ZARm)	5 448			541	753	1 255	1 614	1 284
Surface Infrastructure	(ZARm)	759		5	153	415	117	48	21
Surface services, water, power etc.	(ZARm)	545		29	213	151	43	67	41
Metallurgical Processing	(ZARm)	2 872			666	1 421	232	282	271
Contingency	(ZARm)	968	1	11	233	418	103	114	89
Total Capital	(ZARm)	10 923	9	120	1 928	3 198	1 791	2 165	1 713

In terms of SPM’s accounting policy, Opex up to steady-state production levels in the underground operations is capitalized. Table 17.2 shows the capitalized operating costs that are included in the capital summary above.

Table 17.2: Capitalized Operating Costs

Item	Units	Total
Mining:
Stoping and reef development to steady state	(ZARm)	2 904
Ore transportation operations	(ZARm)	3
Metallurgical processing:
UG2 milling operation	(ZARm)	19
UG2 Rados operation	(ZARm)	512
Tailings Retreatment Plant operation	(ZARm)	73
Smelting and refining	(ZARm)	137
General and administration	(ZARm)	1 179
Environmental monitoring	(ZARm)	68
Engineering	(ZARm)	350
Closure liability	(ZARm)	160
Contingency (5% on all items)	(ZARm)	270
Total	(ZARm)	5 675

Major capital expenditure items excluding contingency are shown in Table 17.3.

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Table 17.3: Major capital items (excluding contingency)

Item	Units	Block A	Block B	Total
Direct Mining:
Reef development	(ZARm)	289	129	418
Stoping	(ZARm)	112	16	128
Ventilation development	(ZARm)	42	11	54
Ventilation main/secondary, monitoring/emergency	(ZARm)	143	68	211
Level development	(ZARm)	505	175	679
Main decline development	(ZARm)	104	95	199
Mobile equipment	(ZARm)	647	194	841
Mining Labour	(ZARm)	418	165	583
Metallurgical processing:	(ZARm)
Concentrator Plant	(ZARm)			1 510
Tailings Storage Facilities, return water system	(ZARm)			430
Well fields water supply	(ZARm)			175
Tailings Retreatment Plant	(ZARm)			191
Surface Infrastructure:	(ZARm)
Surface infrastructure	(ZARm)			487
Surface services, water, power etc.	(ZARm)			531

17.1.2Capex Contingencies

The capital estimates include contingencies, added at appropriate rates to all capital costs and averaging at 9.75% over the total project as shown in Table 17.4.

Table 17.4: Capex Contingencies

Capital Item	Contingency Applied
Exploration	10.00%
Pre-Implementation	9.98%
Ore transport	8.00%
Surface Infrastructure	8.13%
Surface services, water, power, access	14.94%
Metallurgical Processing	21.64%
Initial Project Capex Contingency	15.60%
All other Project capital	5.00%
Capitalised Opex	5.00%
Effective Capital contingency (metallurgical contingency included)	9.75%

Contingencies were added to the various items depending on the level of engineering confidence. The metallurgical capex includes contingencies of >10%. The contingency included in the capitalized Opex is 5%. The overall contingency averages 9.75% for the total project.

17.2 Operating Costs

[§229.601(b)(96)(iii)(B)(18)(i)] [SR4.3(vii), SR5.6(iii) (vi)]

17.2.1 Underground Mining Blocks

The mining Opex for Blocks A and B was developed according to a zero-based budgeting process, using the mine design criteria, quotes or original equipment manufacturer suppliers’ costs for specific activities, benchmarked labour costs, priced bills of quantity and experience of the PGM industry (Table 17.5). Year 2031 has been selected for illustrative purposes to show the steady-state Opex when both Blocks A and B are being mined.

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Table 17.5: Mining Opex for Block A and Block B (in 2031 for illustrative purposes)

Item	Block A (2031)			Block B (2031)
	Fixed Cost (ZARm)	Variable Cost (ZARm)	Total Cost (ZAR/t ore)	Fixed Cost (ZARm)	Variable Cost (ZARm)	Total Cost (ZAR/t ore)
RoM ore (UG2)			0.96 Mt			0.63 Mt
Labour	150.7		156.5	117.5		187.0
Reef Development		125.4	130.3		104.7	166.7
Stoping		132.4	137.5		77.3	123.1
Ventilation Development		13.8	14.3		10.4	16.5
Level Development		155.4	161.5		140.5	223.5
Decline	30.3		31.5	41.2		65.6
Total Underground Mining Cost (excluding contingency)	181.0	427.1	631.7	158.7	332.9	782.4
Mobile Equipment	29.2		30.4	24.3		38.7

17.2.2Processing Plant Costs

The processing plant Opex (2031 used for illustration purposes) is based on the actual costs for the metallurgical complex at SPM’s PPM mine, adjusted to suit a 115 ktpm plant capacity and stated in 31 December 2021 terms, as shown in Table 17.6.

Table 17.6: Concentrator Opex (2031 used for illustrative purposes)

Item	Annual Fixed Cost (ZARm)	Variable Cost (ZAR/t milled)	Total Cost (ZARm)
Labour	76.2		76.2
Utilities – power	4.1	60.1	83.1
Utilities - water		4.8	6.3
Engineering (incl. TSF)	22.9	16.6	44.7
Grinding Media		24.8	32.6
Reagents		31.8	41.8
Process (maintenance, incl. TSF)	12.0	5.8	19.6
Planning	0.7		0.7
Total (excluding contingency)	115.9	143.9	305.1
(ZAR/t milled)			232.1

The Opex for the Tailings Scavenging Plant (TSP) circuit, which is based on the actual costs at SPM’s PPM mine, is shown in Table 17.7

Table 17.7: TSP circuit Opex

Item	Annual Fixed Cost (ZARm)	Variable Cost (ZAR/t milled)	Total Cost (ZARm)
Utilities - power	0.8	10.8	14.8
Utilities - water		0.2	0.3
Labour	6.1		6.1
Engineering Maintenance	3.5	4.2	8.9
Grinding media		2.5	3.2
Reagents variable		12.6	16.3
Process maintenance / laboratory analysis	1.3		1.3
Total TSP Opex (excluding contingency)	11.7	30.3	50.9

SPM envisages that a transport contractor will be responsible for the transportation of UG2 RoM ore from Portal B to Portal A. The rate provided by SPM in the TEM is ZAR9.13/t RoM ore, based on ZAR2.85/t km for a distance of 3.2 km from Portal B to Portal A.

Based on the proof of concept plant that SPM installed at its PPM mine, the Rados Opex applied by SPM in the TEM is ZAR15.89/t RoM ore.

The Opex for the on-site laboratory, based on actual costs at the PPM mine adjusted to 31 December 2021, is ZAR8.5m per annum or ZAR7.11/t milled.

17.2.3General and Administration Costs

The general and administration (G&A) Opex for the Mphahlele Project is based on the actual annual costs for SPM, adjusted to 31 December 2021 terms, as shown in Table 17.8.

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Table 17.8: G&A Opex

Item	Annual Cost (ZARm)
On Mine G&A Labour Cost	109.9
On Mine G&A Cost	67.4
Off Mine G&A Cost	60.0
Environmental G&A Costs	14.2
Closure Liability G&A Costs	26.3
SLP G&A Costs	93.7
MRM G&A Costs	3.7
Total G&A cost (excluding contingency)	375.2

The G&A Opex is split between Blocks A and B in the ratio of 46.7%:53.3%.

17.2.4Opex Contingency

A contingency of 5% was applied to all Opex.

17.3 Risks with engineering estimation methods

[§229.601(b)(96)(iii)(B)(18)(ii)] [SR4.3(viii), SR5.7(i)]

17.3.1 Capital Costs Risks

The capital was developed for a study having an effective date of 30 June 2020, which was subsequently escalated to 31 December 2021 by the Company using CPI indices from StatsSa, with the exception of the TSF capital, which was re-costed.

The following conditions have caused the confidence in the capital to be reduced to pre-feasibility level:

· Infrastructure has been moved and no geotechnical work has been done to determine foundation conditions;

· The capital estimate for the plant was based on a repriced BOQ for an 80 ktpm plant which had been adapted from the 250 ktpm plant in the 2009 study and then factored for the 125 ktpm plant capacity. These capital estimates include contingencies that are >10%;

· Permitting requirements are identified but not finalized;

· The ventilation system was assumed to be able to support a production rate of 125 ktpm. This was not confirmed by feasibility level designs; and

· Pillar extraction on retreat is proposed, but this has not undergone feasibility level design.

As a PFS level study, SRK considers that the accuracy of the Capex is ±25%, with a contingency of <15%, in keeping with Table 1 to Paragraph (d) in SK1300 [§229.1302(d)]. The effective Capex contingency of 15% satisfies this requirement.

17.3.2Operating Costs Risks

The Opex for the underground mining operations were developed using a zero-based budgeting process based on quotes and experience of the PGM mining industry. Typical development and mining rates achieved in the South African PGM industry were reduced to cater for expected ground conditions and structural complexities.

The processing and G&A costs are based on the actual costs at SPM’s PPM operation.

The Opex associated with the Mphahlele Project is considered to have an accuracy of better than ±25%. The risk of these being materially wrong is low.

A blanket contingency of 5% was applied across all Opex which is within the <15% required per Table 1 to Paragraph (d) in §229.1302.

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Effective Date: 31 December 2021

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18 ECONOMIC ANALYSIS

[§229.601(b)(96)(iii)(B)(19)] [SR5.6(iii)(iv)(ix), SR5.8(i)-(iv)]

The economic analysis is inherently a forward-looking exercise. These estimates rely upon a range of assumptions and forecasts that are subject to change depending upon macro-economic conditions, operating strategy and new data collected through future operations. The economic assessment described here is premised on a prefeasibility study that exploits only Mineral Reserves. There is no certainty that this economic assessment will be realized.

18.1 Key assumptions, parameters and factors

[§229.601(b)(96)(iii)(B)(19)(i)]

The discussion in this section relates to the TEM compiled by SPM for the Mphahlele Project in a MS Workbook Mphahlele Model Rev 24 TRS - Smelting Scenario - 20220330 - 18.43.xlsb (SPM, 2022). SRK has reviewed this TEM and confirms that the calculation processes from input TEPs to final economic results are correct.

18.1.1 Concentrator Feed

The annual mill feed is shown in Figure 18.1. The UG2 Rados discard is introduced into the concentrator feed later in the mine life, to maintain a steady feed rate.

	MPHAHLELE PGM PROJECT Annual mill feed	Project No. 576060

Figure 18.1: Annual mill feed

18.1.2 Plant Recoveries

Only the -100 +30 mm portion of the crushed material is processed through the Rados plant. SPM expects to recover 98.9% of the metal content with an upgrade ratio of 1.16 in terms of feed grade to the concentrator.

Plant recovery for the Rados concentrate feed into the concentrator has been capped at 85%, since the grade-recovery curve based on test work results was predicting much higher recoveries which are considered unrealistic.

The plant recovery on the low-grade feed (Rados discard and low-grade UG2 ore) into the concentrator was capped at 54%.

18.1.3 Commodity Prices and Exchange Rates

The projected commodity prices and exchange rates per the CRU price deck (Table 15.2) are used as the base case for evaluation purposes.

Economic results using three-year trailing average values and spot values at 31 December 2021 (Table 15.1) are provided for comparative purposes.

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Effective Date: 31 December 2021

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18.1.4 Operating Costs

The Opex incorporated into the TEM is based on the following:

· Underground operations - zero-based budget from first principles, benchmarked against similar operations;

· Plant costs – actual costs for the concentrators operating at SPM’s PPM mine in 2021 adjusted to match a 115 ktpm feed rate and correct at 31 December 2021;

· Refining costs – according to the terms in the Trafigura Offtake; and

· Admin/G&A costs – actual costs for PPM/SPM in 2021.

18.1.5 MPRDA Royalty

The MPRDA Royalty is calculated according to the refined formula as set out in Section 2.2.5. The maximum royalty is 5% of gross revenue.

18.1.6 Taxation and government levies

Taxes and government levies that are applicable to the Mphahlele Project are as follows:

· Company Tax 27%;

· SLP/Charter III:

o Housing Compliance 1% of Annual Labour Cost;

o Human resource Development 5% of Annual Labour Cost;

o Enterprise/Supplier Development 3% of NPAT; and

o Local Economic Development Projects 1% of NPAT.

Capex in any year is deductible in full against operating profit in that year. Operating losses or Capex not redeemed in full in any year can be carried forward into subsequent years. Unredeemed Capex (ZAR327m) and Assessed Loss (ZAR2.5m) for the Mphahlele Project at 2021 provide a tax shield for the cash flows in the TEM.

Tax rate of 27% has been incorporated into the TEM.

18.1.7 Discount rate

SPM (2022) provided the parameters set out in Table 18.1 which are used to determine the weighted average cost of capital (WACC) for SPM. As SPM reports its results in US Dollars and is based in Guernsey, the WACC was calculated according to parameters ruling in the United States of America.

The ruling tax rate in Guernsey is 0%.

Table 18.1: Derivation of the USD-denominated WACC for SPM

Parameter	Low Value	High Value	Comment
Re-levered beta	1.82	2.12	Unlevered beta mean of PGM peers (Norilsk, Amplats, Impala, Northam, Sibanye Stillwater), re-levered for SPM’s target debt/equity ratio
Market risk premium	5.5%	7.3%	Supply side vs observed
Risk free rate	-0.55%	-0.55%	United States 20-year Government TIPS rate
Cost of equity	9.5%	14.8%	Risk free rate + [(re-levered beta) x (market risk premium)]
Tax rate (RSA)	27%	27%	South African corporate tax rate with effect from 1 April 2023 (previously 28%)
After tax cost of debt	4.4%	4.6%	Mean and median values of PGM Peers (Norilsk, Amplats, Impala, Northam, Sibanye Stillwater)
Net Debt/Equity	20%	40%	SPM targeted net debt/equity
WACC (nominal)	13.3%	15.7%
WACC (real)	8.4%	10.7%	Deflated at long-term RSA inflation rate of 4.5%

The real WACC was calculated to be in the range of 8.4% to 10.7%. SPM decided that the real WACC to apply to cash flows for the Mphahlele Project would be set at 9.0%.

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Effective Date: 31 December 2021

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18.2 Results of economic analysis

[§229.601(b)(96)(iii)(B)(19)(ii)] [SR5.8(00)]

18.2.1 Annual cash flow forecasts

Summaries of annual real terms cash flow forecasts for the Mphahlele Project are set out as follows:

· Mphahlele production parameters (2022 to 2036) Table 18.2;

· Mphahlele production parameters (2037 to 2051) Table 18.3;

· Mphahlele cash flow parameters (2022 to 2036) Table 18.4; and

· Mphahlele cash flow parameters (2037 to 2051) Table 18.5.

During the period 2030 to 2040, the steady-state production averages 152 koz 4E per annum.

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Table 18.2: Production parameters (2022 to 2036)

Item	Units	Total/ Average	2022	2023	2024	2025	2026	2027	2028	2029	2030	2031	2032	2033	2034	2035	2036
Production - Mining
Block A UG2 RoM	(Mt)	14.4	0.0	0.0	0.0	0.1	0.2	0.5	0.7	0.7	0.9	1.0	0.9	0.9	1.0	0.9	0.9
Block B UG2 RoM	(Mt)	15.9	0.0	0.0	0.0	0.0	0.0	0.1	0.3	0.6	0.6	0.6	0.6	0.5	0.5	0.5	0.6
Total RoM ore	(Mt)	30.3	0.0	0.0	0.0	0.1	0.2	0.6	1.0	1.3	1.4	1.6	1.5	1.4	1.5	1.4	1.5
Block A UG2 RoM grade	(g/t 4E)	4.0	0.0	0.0	2.1	2.5	2.8	3.4	3.5	3.7	3.7	3.9	4.0	3.9	4.0	3.9	4.1
Block Bt UG2 RoM grade	(g/t 4E)	3.3	0.0	0.0	0.0	0.0	2.2	2.6	3.0	3.1	3.3	3.4	3.3	3.4	3.6	3.7	3.7
Total RoM ore grade	(g/t 4E)	3.6	0.0	0.0	2.1	2.5	2.8	3.2	3.4	3.5	3.5	3.7	3.7	3.7	3.8	3.9	3.9
Total UG2 RoM content	(koz 4E)	3 540.8	0.0	0.0	0.3	5.6	20.8	65.3	105.9	147.2	163.0	188.4	176.7	169.3	181.5	176.4	190.2
Production – Rados Ore Upgrading
UG2 Rados feed tonnes	(Mt)	30.3	0.0	0.0	0.0	0.0	0.3	0.6	1.0	1.3	1.4	1.5	1.5	1.4	1.5	1.4	1.5
UG2 Rados feed content	(koz 4E)	3 540.8	0.0	0.0	0.0	0.0	26.7	65.3	105.9	147.2	163.0	182.3	182.8	169.3	181.5	176.3	188.5
UG2 Mill Feed Rados concentrate	(Mt)	25.9	0.0	0.0	0.0	0.0	0.3	0.5	0.8	1.1	1.2	1.3	1.3	1.2	1.3	1.2	1.3
UG2 Mill Feed Rados content	(koz 4E)	3 502.6	0.0	0.0	0.0	0.0	26.4	64.6	104.7	145.6	161.2	180.3	180.8	167.5	179.6	174.4	186.4
UG2 Rados concentrate - recovery	(%)	98.9%	0.0%	0.0%	0.0%	0.0%	98.9%	98.9%	98.9%	98.9%	98.9%	98.9%	98.9%	98.9%	98.9%	98.9%	98.9%
Production - Milling
UG2 Mill feed (Rados concentrate)	(Mt)	25.9	0.0	0.0	0.0	0.0	0.3	0.5	0.8	1.1	1.2	1.3	1.3	1.2	1.3	1.2	1.3
UG2 Mill feed 4E recovery (Rados concentrate)	(%)	85.0%	0.0%	0.0%	0.0%	0.0%	85.0%	85.0%	85.0%	85.0%	85.0%	85.0%	85.0%	85.0%	85.0%	85.0%	85.0%
UG2 Mill feed 4E recovered content (Rados conc)	(koz 4E)	2 977.2	0.0	0.0	0.0	0.0	22.4	54.9	89.0	123.8	137.0	153.3	153.7	142.4	152.7	148.3	158.5
UG2 Mill feed (Rados discard)	(Mt)	4.4	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
UG2 Mill feed 4E recovery (Rados discard)	(%)	54.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%
UG2 Mill feed 4E recovered content (Rados discard	(koz 4E)	20.6	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Production – Tailings Scavenging
TSP feed tonnes	(Mt)	25.5	0.0	0.0	0.0	0.0	0.3	0.5	0.8	1.1	1.2	1.3	1.3	1.2	1.2	1.2	1.3
TSP 4E recovery	(%)	20.0%	0.0%	0.0%	0.0%	0.0%	20.0%	20.0%	20.0%	20.0%	20.0%	20.0%	20.0%	20.0%	20.0%	20.0%	20.0%
TSP recovered content	(koz 4E)	76.1	0.0	0.0	0.0	0.0	0.7	1.5	2.4	3.2	3.6	3.9	3.9	3.6	3.8	3.7	3.9
Production – Concentrate
Rados concentrate concentrate	(kt)	388.4	0.0	0.0	0.0	0.0	2.9	7.1	11.6	16.1	17.8	20.0	20.1	18.6	20.0	19.4	20.8
Rados concentrate concentrate 4E grade	(g/t 4E)	238.4	0.0	0.0	0.0	0.0	242.8	240.3	239.6	239.2	238.9	238.2	238.1	238.1	237.6	237.6	237.3
Rados discard concentrate	(kt)	8.6	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Rados discard concentrate 4E grade	(g/t 4E)	75.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
TSP concentrate	(kt)	47.3	0.0	0.0	0.0	0.0	0.4	0.9	1.5	2.0	2.2	2.4	2.4	2.2	2.4	2.3	2.4
TSP concentrate 4E grade	(g/t 4E)	50.0	0.0	0.0	0.0	0.0	50.0	50.0	50.0	50.0	50.0	50.0	50.0	50.0	50.0	50.0	50.0
Total concentrate	(kt)	444.3	0.0	0.0	0.0	0.0	3.3	8.0	13.0	18.1	20.1	22.4	22.5	20.8	22.3	21.7	23.2
Payable Metal (recovered in concentrate)
6E	(koz)	3 649.6	0.0	0.0	0.0	0.0	27.4	66.9	108.5	150.8	166.9	186.6	187.1	173.3	185.7	180.4	192.8
4E	(koz)	3 073.9	0.0	0.0	0.0	0.0	23.1	56.4	91.4	127.0	140.6	157.2	157.6	146.0	156.4	151.9	162.4
Pt	(koz)	1 516.0	0.0	0.0	0.0	0.0	11.4	27.8	45.1	62.6	69.3	77.5	77.7	72.0	77.2	74.9	80.1
Pd	(koz)	1 243.9	0.0	0.0	0.0	0.0	9.3	22.8	37.0	51.4	56.9	63.6	63.8	59.1	63.3	61.5	65.7
Rh	(koz)	274.7	0.0	0.0	0.0	0.0	2.1	5.0	8.2	11.3	12.6	14.0	14.1	13.0	14.0	13.6	14.5
Ru	(koz)	497.0	0.0	0.0	0.0	0.0	3.7	9.1	14.8	20.5	22.7	25.4	25.5	23.6	25.3	24.6	26.3
Ir	(koz)	78.6	0.0	0.0	0.0	0.0	0.6	1.4	2.3	3.2	3.6	4.0	4.0	3.7	4.0	3.9	4.2
Au	(koz)	39.3	0.0	0.0	0.0	0.0	0.3	0.7	1.2	1.6	1.8	2.0	2.0	1.9	2.0	1.9	2.1
Ni	(kt)	9.7	0.0	0.0	0.0	0.0	0.1	0.2	0.3	0.4	0.4	0.5	0.5	0.5	0.5	0.5	0.5
Cu	(kt)	5.4	0.0	0.0	0.0	0.0	0.0	0.1	0.2	0.2	0.3	0.3	0.3	0.3	0.3	0.3	0.3

SRK Report date: 14 April 2022
Effective Date: 31 December 2021

SRK Consulting – 576060 SPM Mphahlele Project TRS Page 136

Table 18.3: Production parameters (2037 to 2051)

Item	Units	Total/ Average	2037	2038	2039	2040	2041	2042	2043	2044	2045	2046	2047	2048	2049	2050	2051
Production - Mining
Block A UG2 RoM	(Mt)	14.4	0.8	0.8	0.9	0.8	0.7	0.6	0.4	0.3	0.2	0.1	0.1	0.1	0.0	0.0	0.0
Block B UG2 RoM	(Mt)	15.9	0.7	0.6	0.5	0.6	0.8	0.8	1.2	1.3	1.1	0.9	0.7	0.6	0.7	0.5	0.0
Total RoM ore	(Mt)	30.3	1.5	1.4	1.4	1.4	1.4	1.4	1.6	1.6	1.3	1.1	0.8	0.7	0.7	0.5	0.0
Block A UG2 RoM grade	(g/t 4E)	4.0	4.0	4.0	4.1	4.1	4.3	4.2	4.3	4.2	4.3	4.5	4.7	4.7	0.0	0.0	0.0
Block Bt UG2 RoM grade	(g/t 4E)	3.3	3.6	3.4	3.5	3.3	3.4	3.4	3.3	3.3	3.3	2.9	3.0	3.5	3.6	3.4	0.0
Total RoM ore grade	(g/t 4E)	3.6	3.8	3.8	3.9	3.7	3.8	3.7	3.6	3.5	3.5	3.1	3.3	3.7	3.6	3.4	0.0
Total UG2 RoM content	(koz 4E)	3 540.8	180.4	174.0	174.4	169.2	177.8	168.1	180.4	183.2	141.7	106.3	87.8	79.3	77.1	50.6	0.0
Production – Rados Ore Upgrading
UG2 Rados feed tonnes	(Mt)	30.3	1.5	1.4	1.4	1.4	1.4	1.4	1.5	1.5	1.4	1.1	0.8	0.7	0.7	0.5	0.0
UG2 Rados feed content	(koz 4E)	3 540.8	182.2	174.0	174.4	169.2	177.8	168.1	174.7	174.1	156.6	106.3	87.8	79.3	77.1	50.6	0.0
UG2 Mill Feed Rados concentrate	(Mt)	25.9	1.3	1.2	1.2	1.2	1.2	1.2	1.3	1.3	1.2	0.9	0.7	0.6	0.6	0.4	0.0
UG2 Mill Feed Rados content	(koz 4E)	3 502.6	180.2	172.1	172.5	167.4	175.8	166.3	172.9	172.2	154.9	105.1	86.9	78.4	76.3	50.1	0.0
UG2 Rados concentrate - recovery	(%)	98.9%	98.9%	98.9%	98.9%	98.9%	98.9%	98.9%	98.9%	98.9%	98.9%	98.9%	98.9%	98.9%	98.9%	98.9%	0.0%
Production - Milling
UG2 Mill feed (Rados concentrate)	(Mt)	25.9	1.3	1.2	1.2	1.2	1.2	1.2	1.3	1.3	1.2	0.9	0.7	0.6	0.6	0.4	0.0
UG2 Mill feed 4E recovery (Rados concentrate)	(%)	85.0%	85.0%	85.0%	85.0%	85.0%	85.0%	85.0%	85.0%	85.0%	85.0%	85.0%	85.0%	85.0%	85.0%	85.0%	0.0%
UG2 Mill feed 4E recovered content (Rados conc)	(koz 4E)	2 977.2	153.2	146.3	146.7	142.3	149.5	141.4	146.9	146.4	131.7	89.3	73.8	66.6	64.9	42.6	0.0
UG2 Mill feed (Rados discard)	(Mt)	4.4	0.0	0.0	0.0	0.1	0.1	0.1	0.0	0.0	0.1	0.4	0.6	0.7	0.7	0.9	0.5
UG2 Mill feed 4E recovery (Rados discard)	(%)	54.0%	0.0%	0.0%	54.1%	54.1%	54.1%	54.1%	54.1%	0.0%	54.1%	54.0%	54.0%	54.0%	54.0%	54.0%	54.0%
UG2 Mill feed 4E recovered content (Rados discard	(koz 4E)	20.6	0.0	0.0	0.2	0.5	0.4	0.6	0.0	0.0	0.5	1.9	2.8	3.5	3.5	4.3	2.3
Production – Tailings Scavenging
TSP feed tonnes	(Mt)	25.5	1.3	1.2	1.2	1.2	1.2	1.2	1.3	1.3	1.2	0.9	0.7	0.6	0.6	0.4	0.0
TSP 4E recovery	(%)	20.0%	20.0%	20.0%	20.0%	20.0%	20.0%	20.0%	20.0%	20.0%	20.0%	20.0%	20.0%	20.0%	20.0%	20.0%	0.0%
TSP recovered content	(koz 4E)	76.1	3.8	3.7	3.6	3.6	3.7	3.6	3.8	3.8	3.5	2.5	2.0	1.7	1.7	1.1	0.0
Production – Concentrate
Rados concentrate concentrate	(kt)	388.4	20.0	19.1	19.2	18.6	19.6	18.5	19.1	19.1	17.1	11.5	9.6	8.7	8.5	5.5	0.0
Rados concentrate concentrate 4E grade	(g/t 4E	238.4	237.8	237.8	237.4	238.1	237.7	238.0	238.7	238.9	239.2	240.7	240.0	238.2	238.5	239.5	0.0
Rados discard concentrate	(kt)	8.6	0.0	0.0	0.1	0.2	0.2	0.2	0.0	0.0	0.2	0.8	1.2	1.4	1.5	1.8	1.0
Rados discard concentrate 4E grade	(g/t 4E)	75.0	0.0	0.0	75.0	75.0	75.0	75.0	75.0	0.0	75.0	75.0	75.0	75.0	75.0	75.0	75.0
TSP concentrate	(kt)	47.3	2.4	2.3	2.3	2.2	2.3	2.2	2.4	2.4	2.2	1.5	1.2	1.1	1.0	0.7	0.0
TSP concentrate 4E grade	(g/t 4E)	50.0	50.0	50.0	50.0	50.0	50.0	50.0	50.0	50.0	50.0	50.0	50.0	50.0	50.0	50.0	0.0
Total concentrate	(kt)	444.3	22.4	21.4	21.6	21.0	22.0	20.9	21.5	21.4	19.5	13.9	12.0	11.2	10.9	8.0	1.0
Payable Metal (recovered in concentrate)
6E	(koz)	3 649.6	186.4	178.0	178.7	173.8	182.3	172.7	179.0	178.3	161.0	111.3	93.4	85.3	83.1	56.9	2.8
4E	(koz)	3 073.9	157.0	149.9	150.5	146.4	153.6	145.5	150.8	150.2	135.6	93.7	78.6	71.8	70.0	48.0	2.3
Pt	(koz)	1 516.0	77.4	73.9	74.2	72.2	75.7	71.7	74.4	74.1	66.9	46.2	38.8	35.4	34.5	23.7	1.2
Pd	(koz)	1 243.9	63.6	60.7	60.9	59.2	62.1	58.9	61.0	60.8	54.9	37.9	31.8	29.1	28.3	19.4	1.0
Rh	(koz)	274.7	14.0	13.4	13.5	13.1	13.7	13.0	13.5	13.4	12.1	8.4	7.0	6.4	6.3	4.3	0.2
Ru	(koz)	497.0	25.4	24.2	24.3	23.7	24.8	23.5	24.4	24.3	21.9	15.2	12.7	11.6	11.3	7.8	0.4
Ir	(koz)	78.6	4.0	3.8	3.8	3.7	3.9	3.7	3.9	3.8	3.5	2.4	2.0	1.8	1.8	1.2	0.1
Au	(koz)	39.3	2.0	1.9	1.9	1.9	2.0	1.9	1.9	1.9	1.7	1.2	1.0	0.9	0.9	0.6	0.0
Ni	(kt)	9.7	0.5	0.5	0.5	0.5	0.5	0.5	0.5	0.4	0.4	0.3	0.2	0.2	0.2	0.1	0.0
Cu	(kt)	5.4	0.3	0.3	0.3	0.3	0.3	0.3	0.2	0.2	0.2	0.1	0.1	0.1	0.1	0.1	0.0

SRK Report date: 14 April 2022
Effective Date: 31 December 2021

SRK Consulting – 576060 SPM Mphahlele Project TRS Page 137

Table 18.4: Real terms cash flow parameters (2022 to 2036)

Item	Units	Totals/ Averages	2022	2023	2024	2025	2026	2027	2028	2029	2030	2031	2032	2033	2034	2035	2036
Revenue
PGM (6E) Revenue	(ZARm)	94 442	0	0	0	0	1 237	2 520	3 564	4 291	4 173	4 693	4 706	4 360	4 672	4 537	4 848
Base Metal Revenue	(ZARm)	2 480	0	0	0	0	16	43	75	105	115	133	127	120	135	122	133
Net Revenue	(ZARm)	96 921	0	0	0	0	1 253	2 564	3 639	4 396	4 288	4 827	4 833	4 480	4 807	4 659	4 982
Operating Costs	(ZARm)	40 305	0	0	0	0	0	0	468	2 089	2 114	2 205	2 144	2 046	1 997	1 951	1 948
Mining	(ZARm)	17 694	0	0	0	0	0	0	224	1 013	1 036	1 100	1 048	985	939	912	891
Engineering	(ZARm)	3 376	0	0	0	0	0	0	37	151	156	164	160	160	164	161	161
Processing - concentrator & laboratory	(ZARm)	7 168	0	0	0	0	0	0	66	297	312	325	324	309	316	310	319
Processing - TSP	(ZARm)	930	0	0	0	0	0	0	9	43	46	48	48	45	46	45	47
Ore transport costs	(ZARm)	142	0	0	0	0	0	0	1	5	5	6	6	5	5	5	5
On-mine G&A costs	(ZARm)	3 808	0	0	0	0	0	0	44	177	177	177	177	177	177	177	177
SLP/Mining Charter III	(ZARm)	1 905	0	0	0	0	0	0	28	124	99	94	96	89	99	97	106
Environmental	(ZARm)	265	0	0	0	0	0	0	4	14	14	14	14	14	14	14	14
Closure liability	(ZARm)	215	0	0	0	0	0	0	0	27	27	26	26	25	4	2	0
Corporate Overheads	(ZARm)	1 335	0	0	0	0	0	0	15	60	60	60	60	60	60	60	60
MRM G&A Costs	(ZARm)	83	0	0	0	0	0	0	1	4	4	4	4	4	4	4	4
SIB costs	(ZARm)	1 536	0	0	0	0	0	0	18	79	82	86	83	79	77	75	75
Contingency	(ZARm)	1 849	0	0	0	0	0	0	21	96	97	101	98	94	91	89	89
Capital Cost	(ZARm)	10 923	9	120	1 928	3 198	1 791	2 165	1 713	0	0	0	0	0	0	0	0
Exploration	(ZARm)	66	0	28	39	0	0	0	0	0	0	0	0	0	0	0	0
Pre Implementation	(ZARm)	265	9	47	83	40	41	40	7	0	0	0	0	0	0	0	0
Mining	(ZARm)	5 448	0	0	541	753	1 255	1 614	1 284	0	0	0	0	0	0	0	0
Surface Infrastructure	(ZARm)	759	0	5	153	415	117	48	21	0	0	0	0	0	0	0	0
Surface services, water, power, access	(ZARm)	545	0	29	213	151	43	67	41	0	0	0	0	0	0	0	0
Metallurgical Processing	(ZARm)	2 872	0	0	666	1 421	232	282	271	0	0	0	0	0	0	0	0
Contingency	(ZARm)	968	1	11	233	418	103	114	89	0	0	0	0	0	0	0	0
Cash Flow
Operating Profit	(ZARm)	56 617	0	0	0	0	1 253	2 564	3 171	2 308	2 174	2 621	2 689	2 433	2 810	2 708	3 033
Capital Expenditure	(ZARm)	10 923	9	120	1 928	3 198	1 791	2 165	1 713	0	0	0	0	0	0	0	0
MPRDA Royalty	(ZARm)	4 168	0	0	0	0	6	13	19	23	57	243	248	226	247	240	256
Change in working capital	(ZARm)	0	0	0	0	0	123	128	67	-59	-14	30	5	-25	35	-10	31
Taxable income	(ZARm)	41 525	-9	-120	-1 928	-3 198	-667	258	1 373	2 344	2 130	2 348	2 436	2 233	2 528	2 478	2 746
Income tax payable	(ZARm)	11 123	0	0	0	0	0	0	0	0	0	595	658	603	682	669	741
After-tax Cash Flow	(ZARm)	30 403	-9	-120	-1 928	-3 198	-667	258	1 373	2 344	2 130	1 753	1 778	1 630	1 845	1 809	2 005
Unit cost (cash cost)	(ZAR/t RoM)	1 467	0	0	0	0	24	24	579	1 862	1 766	1 862	1 828	1 870	1 790	1 803	1 728
	(ZAR/oz 4E payable)	14 468	0	0	0	0	277	232	5 319	16 622	15 443	15 577	15 177	15 563	14 346	14 422	13 578

Note: The totals include closure costs that continue to 2059, which are not shown. 

SRK Report date: 14 April 2022
Effective Date: 31 December 2021

SRK Consulting – 576060 SPM Mphahlele Project TRS Page 138

Table 18.5: Real terms cash flow (2037 to 2051)

Item	Units	Totals/ Averages	2037	2038	2039	2040	2041	2042	2043	2044	2045	2046	2047	2048	2049	2050	2051
Revenue
PGM (6E) Revenue	(ZARm)	94 442	4 690	4 478	4 495	4 370	4 585	4 343	4 502	4 484	4 048	2 793	2 343	2 139	2 085	1 425	62
Base Metal Revenue	(ZARm)	2 480	130	126	126	121	131	120	117	113	103	71	61	51	49	35	1
Net Revenue	(ZARm)	96 921	4 820	4 604	4 620	4 491	4 716	4 463	4 619	4 597	4 150	2 864	2 403	2 190	2 135	1 460	63
Operating Costs	(ZARm)	40 305	1 849	1 827	1 827	1 902	1 960	1 966	2 040	1 928	1 727	1 556	1 344	1 213	1 072	971	215
Mining	(ZARm)	17 694	810	803	800	868	911	921	945	840	687	591	433	346	304	288	0
Engineering	(ZARm)	3 376	153	156	157	150	154	157	191	191	176	159	145	127	73	73	0
Processing - concentrator & laboratory	(ZARm)	7 168	319	310	313	324	324	324	325	326	324	320	317	316	315	313	121
Processing - TSP	(ZARm)	930	47	45	44	45	46	45	48	48	45	36	30	26	26	21	0
Ore transport costs	(ZARm)	142	6	5	5	6	7	7	11	12	10	9	6	5	6	4	0
On-mine G&A costs	(ZARm)	3 808	177	177	177	177	177	177	177	177	177	177	175	171	139	88	0
SLP/Mining Charter III	(ZARm)	1 905	104	99	99	94	98	91	92	93	86	56	48	45	44	25	0
Environmental	(ZARm)	265	14	14	14	14	14	14	14	14	14	14	14	14	14	14	0
Closure liability	(ZARm)	215	0	0	0	0	0	0	0	0	0	0	0	0	0	0	78
Corporate Overheads	(ZARm)	1 335	60	60	60	60	60	60	60	60	60	60	60	60	60	60	0
MRM G&A Costs	(ZARm)	83	4	4	4	4	4	4	4	4	4	4	4	4	4	4	0
SIB costs	(ZARm)	1 536	70	69	69	73	76	76	80	74	65	59	49	43	38	37	6
Contingency	(ZARm)	1 849	85	84	84	87	90	90	93	88	79	71	62	56	49	44	10
Capital Cost	(ZARm)	10 923	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Exploration	(ZARm)	66	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Pre Implementation	(ZARm)	265	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Mining	(ZARm)	5 448	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Surface Infrastructure	(ZARm)	759	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Surface services, water, power, access	(ZARm)	545	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Metallurgical Processing	(ZARm)	2 872	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Contingency	(ZARm)	968	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Cash Flow
Operating Profit	(ZARm)	56 617	2 970	2 777	2 793	2 589	2 756	2 497	2 579	2 669	2 423	1 308	1 060	978	1 063	489	-152
Capital Expenditure	(ZARm)	10 923	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
MPRDA Royalty	(ZARm)	4 168	248	237	238	231	243	229	236	237	214	125	103	95	102	53	0
Change in working capital	(ZARm)	0	-7	-19	2	-18	17	-24	9	7	-26	-106	-26	-10	6	-54	-71
Taxable income	(ZARm)	41 525	2 730	2 559	2 554	2 376	2 497	2 293	2 334	2 425	2 235	1 288	983	892	955	491	-81
Income tax payable	(ZARm)	11 123	737	691	689	642	674	619	630	655	603	348	265	241	258	132	-22
After-tax Cash Flow	(ZARm)	30 403	1 993	1 868	1 864	1 735	1 822	1 674	1 704	1 770	1 632	940	717	651	697	358	-59
Unit cost (cash cost)	(ZAR/t RoM)	1 467	1 645	1 690	1 663	1 618	1 676	1 669	1 731	1 642	1 476	1 279	1 100	992	893	779	427
	(ZAR/oz 4E payable)	14 468	13 355	13 762	13 720	14 575	14 347	15 085	15 096	14 412	14 310	17 939	18 399	18 212	16 760	21 341	91 825

Note: The totals include closure costs that continue to 2059, which are not shown. 

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Effective Date: 31 December 2021

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18.2.2 Economic viability measures

The Net Present Value (NPV) of the real terms post-tax cash flows in the Mphahlele TEM (Table 18.4 to Table 18.5) at a range of discount values and other financial indicators, based on the CRU (2021) prices and ZAR:USD exchange rate, are set out in Table 18.6. Similar results from the use of three-year trailing averages and spot values at 31 December 2021 are included in Table 18.6 for comparative purposes.

Table 18.6: Key financial results from Mphahlele TEM Cash Flow

Item	Units	CRU (2021)	Alternative Price Decks (Section 15)
			Three-year trailing average	Spot (31 Dec’21)
NPV
8%	(ZARm)	7 539	7 660	10 951
8.4% (WACC lower limit)	(ZARm)	7 019	7 095	10 234
9.0% (SPM’s WACC)	(ZARm)	6 297	6 312	9 241
10.7% (WACC upper limite)	(ZARm)	4 584	4 461	6 885
11%	(ZARm)	4 325	4 182	6 529
12%	(ZARm)	3 541	3 341	5 454
Other Financial Indicators
Operating margin	(%)	45%	47%	51%
IRR	(%)	20%	19%	23%
Peak funding	(ZARm)	5 921	6 814	6 475
Payback period	(years)	8	9	8
Av. unit cost (incl. Royalty)	(ZAR/t milled)	1 736	1 749	1 777
(U/G – average 2032-2040)	(ZAR/4E oz)	14 267	14 373	14 606

18.3 Sensitivity analysis

[§229.601(b)(96)(iii)(B)(19)(ii) (iii)] [SR5.8(iv)]

The sensitivities of the NPV of the real post-tax TEM cash flows are evaluated as follows:

· The variation in the real NPV at 9.0% (NPV_9.0%) based on twin (6E basket price and exchange rate) sensitivities (Table 18.7);

· The variation in real NPV_9.0% based on twin (revenue and operating expenditure) sensitivities (Table 18.8); and

· The variation in real NPV_9.0% based on twin (capital and operating expenditure) sensitivities (Table 18.9).

Table 18.7: TEM – variation in real NPV_9.0% based on twin (6E basket price and exchange rate) sensitivities)

	6E Basket		LT 6E Price Sensitivity
NPV at 9.0%	Price (USD/oz)		1 558	1 650	1 742	1 833	1 925	2 017	2 108
All values in ZARm			-15%	-10%	-5%	0%	5%	10%	15%
LT ZAR:USD Exchange Rate Sensitivity	14.69	-10.0%	1 457	2 384	3 301	4 214	5 126	6 043	6 959
	15.51	-5.0%	2 358	3 327	4 290	5 253	6 221	7 188	8 158
	16.32	0.0%	3 250	4 265	5 278	6 297	7 316	8 336	9 358
	17.14	5.0%	4 139	5 202	6 272	7 341	8 413	9 487	10 559
	17.95	10.0%	5 025	6 144	7 265	8 387	9 513	10 635	11 753
	18.77	15.0%	5 915	7 086	8 260	9 435	10 610	11 778	12 947
	19.59	20.0%	6 806	8 030	9 255	10 483	11 702	12 921	14 141

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Table 18.8: TEM – variation in real NPV_9.0% based on twin (revenue and Opex) sensitivities

NPV at 9.0%	6E Basket Price	Revenue Sensitivity
All values in ZARm	(USD/oz)	1 558	1 650	1 742	1 833	1 925	2 017	2 108
		-15%	-10%	-5%	0%	5%	10%	15%
Opex Sensitivity	-15%	4 347	5 447	6 547	7 641	8 732	9 823	10 914
	-10%	3 895	4 997	6 097	7 194	8 284	9 375	10 466
	-5%	3 441	4 547	5 647	6 746	7 837	8 928	10 019
	0%	2 988	4 097	5 197	6 297	7 390	8 481	9 572
	5%	2 534	3 645	4 748	5 848	6 943	8 034	9 125
	10%	2 079	3 192	4 298	5 398	6 495	7 586	8 677
	15%	1 621	2 738	3 848	4 948	6 048	7 139	8 230

Table 18.9: TEM – variation in real NPV_9.0% based on twin (Capex and Opex) sensitivities

NPV at 9.0%		Capex Sensitivity
All values in ZARm		-15%	-10%	-5%	0%	5%	10%	15%
Opex Sensitivity	-15%	8 605	8 284	7 962	7 641	7 319	6 992	6 664
	-10%	8 158	7 836	7 515	7 194	6 870	6 542	6 215
	-5%	7 710	7 389	7 068	6 746	6 420	6 092	5 765
	0%	7 263	6 942	6 620	6 297	5 970	5 642	5 315
	5%	6 816	6 495	6 173	5 848	5 520	5 193	4 865
	10%	6 369	6 047	5 725	5 398	5 070	4 743	4 414
	15%	5 921	5 600	5 275	4 948	4 620	4 293	3 960

18.3.1 Discussion of results

Use of the CRU price deck (Table 15.2) yields a real-terms post-tax NPV_9.0% of ZAR6.30bn, an operating margin of 45% and an IRR of 20%. Peak funding of ZAR5.92bn is projected with a payback of eight years. The average LoM steady-state underground operating costs are ZAR1 736/t milled and ZAR14 267/oz 4E.

With the use of the three-year trailing average price and exchange rate values, a real-terms NPV_9.0% of ZAR6.31bn, an IRR of 19% and an operating margin of 47% result. Peak funding of ZAR6.81bn would be required under this price/exchange rate scenario and the pay-back period is shown to be nine years. The average steady-state operating costs are largely unaffected by which price deck is used.

Table 18.7 shows that for a ±15% change in the 6E basket price based on the CRU price deck, the NPV_9.0% varies between ZAR3.2bn and ZAR9.4bn. A change in the ZAR:USD exchange rate of -10% to +20% results in the NPV_9.0% varying between ZAR4.2bn and ZAR10.5bn.

The twin-sensitivity tables show that the Mphahlele Project is most sensitive to changes in Revenue and least sensitive to changes in Capex.

The financial results (Table 18.6) and twin sensitivities (Table 18.7, Table 18.8 and Table 18.9) reflect 100% of the Mphahlele Project and not the 75% attributable to SPM.

18.4 Economic analysis in an initial assessment

[§229.601(b)(96)(iii)(B)(19)(iv)] [§229.1302(d)(4)(ii)]

The economic analysis of the Mphahlele Project has been done at an effective level of a pre-feasibility study as defined by SK1300, which is more advanced than an initial assessment.

The economic analysis of the Mphahlele Project is based on a detailed LoM plan which exploits Probable Mineral Reserves that are derived from Measured and Indicated Mineral Resources. Measured Mineral Resources are converted to Probable Mineral Reserves due to mining confidence. No Inferred Mineral Resources have been included in the LoM plan nor the cash flow analysis. SPM will only declare Proved Mineral Reserves for an underground operation when the required development to support a mining block has been established and the ore block has been sampled.

The economic evaluation is performed using assumed smelting and refining terms, since no formal offtake agreement for the PGM concentrate has been concluded. While alternative smelting/refining arrangements may be possible to negotiate, these are not in place and the revenue stream (and resultant cash flow) cannot be guaranteed.

The TRS contains statements of a forward-looking nature. The achievability of the projections, LoM plans, budgets and forecast TEPs as included in the TRS is neither warranted nor guaranteed by SRK. The projections cannot be assured as they are based on economic assumptions, many of which are beyond the control of the Company or SRK.

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Effective Date: 31 December 2021

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19 ADJACENT PROPERTIES

[§229.601(b)(96)(iii)(B)(20)] [SR1.3(i)]

The critical zone stratigraphy hosting the MR and UG2 Reef is developed in the BC Eastern Limb along strike from Mphahlele to the east and west, separated by major faults. The northeast corner of the Eastern Limb of the BC has been subdivided into two sectors separated by the Wonderkop and Dwarsrand faults and the Katkloof and Phosiri anticlines.

The Central Sector of the Eastern Limb, which lies well to the east of Mphahlele and around Atok Mine, encompasses that portion of the BC where the shallow-dipping northerly strike of the igneous stratigraphy turns into a northwesterly direction as dips becomes steeper.

The Western Sector of the Eastern Limb lies to the west of the Wonderkop fault. Here the Critical Zone trends east-west and typical dips increase to around 50° at Mphahlele on the Company’s lease, becoming near vertical further some 20 km further to the west.

As is shown in Figure 19.1, directly to the north east of Mphahlele is Sibanye-Stillwater’s Zondernaam Project, across the Wonderkop Fault. To the west are the combined Limpopo Project areas of Sibanye-Stillwater and JV Partners, which includes the Voorspoed, Dwaalkop and Doornvlei Project areas and the Baobab Mine, which is under care and maintenance. Further to the south east, uplifted around the Phosiri dome is the Lesego Platinum Project. Each of these projects has declared Mineral Resources. Both the Lesego Project and the Limpopo Project include Measured, Indicated and Inferred Mineral Resources, while Zondernaam includes only Inferred Mineral Resources.

	MPHAHLELE PGM PROJECT Location map of properties adjacent to Mphahlele	Project No. 576060

Figure 19.1: Location map of properties adjacent to Mphahlele

19.1 Public disclosure of adjacent property

[§229.601(b)(96)(iii)(B)(20)(i)]

The owners of the adjacent properties publicly disclose the estimated Mineral Resources (there are no estimated Mineral Reserves at present) in an Annual Report disclosure, in the case of Sibanye-Stillwater (Sibanye-Stillwater (2020)) and in the company information in their web site in the case of the Lesego Platinum Project (Lesego

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Platinum (2017)). SRK has independently audited the Sibanye-Stillwater assets Mineral Resources for Sibanye-Stillwater and undertook the Mineral Resource estimation for the Lesego Platinum Project.

19.2 Source of information

[§229.601(b)(96)(iii)(B)(20)(ii)]

The Limpopo and Zondernaam Project information is sourced from the Sibanye-Stillwater 2020 Mineral Resource and Mineral Reserve Report, which is publicly available on the Sibanye-Stillwater website.

The Lesego Project information is sourced from the Lesego Platinum web site, and from the Investor Presentation available for download from the web site.

19.3 Non-verified information

[§229.601(b)(96)(iii)(B)(20)(iii)]

The information contained in an Annual report for Sibanye-Stillwater is prepared by or under the supervision of Competent Persons as defined by the SAMREC Code (2016 Edition). These Competent Persons are industry professionals with more than five years’ of relevant experience in the type of mineralization and type of activity, and thereby satisfy the requirements of Qualified Persons in terms of SK1300.

The Annual Report includes a statement by the Competent Persons that they “consent to the inclusion in this report of the information in the form and context in which it appears”. As such, they take responsibility for the correctness of the disclosure and would be subject to disciplinary action from their Recognized Professional Organization in the event of material misinformation or errors.

The information contained in the Investor Presentation is prepared by or under the supervision of the directors of the company, who have a fiduciary responsibility to the shareholders. SRK geologists have acted as the independent Competent Person for all the Mineral Resources reported for the adjacent properties and are satisfied they can place reliance on the content of these reports.

19.4 Adjacent property information

[§229.601(b)(96)(iii)(B)(20)(iv)]

19.4.1 Limpopo Project

The Limpopo project is located on the northern sector of the Eastern Limb of the BC in the Limpopo Province, approximately 50 km south of the city of Polokwane. The area is situated about 1 230 m above sea level, and features a semi-arid, mild climate with average temperatures reaching around 21 – 22°C in January, falling to 11°C in July. The project area is characterized by open savannah with scattered tree cover.

The larger project area consists of three contiguous mineral titles areas, Voorspoed, Dwaalkop and Doornvlei, centred around the Baobab operation situated on the Voorspoed Mining Right.

The Baobab operation has the full surface and underground infrastructure to support the designed mining rate of 90 ktpm. It has a vertical shaft to a depth of 450 m and capacity of 90 000 tpm ore. Furthermore, it has an attached 90 000 tpm concentrator. Concentrate has been historically processed at Sibanye-Stillwater’s (formerly Lonmin’s) smelting and refining operations. The Limpopo Baobab operation was a producing operation that reached a maximum extraction rate of 75 000 tpm, before being placed on care and maintenance in early 2009. The mining methods applied when the operation started were conventional down-dip stoping, conventional apparent dip raise, long-hole stoping and mechanized, long-hole stoping. The concentrator plant is currently being leased to Anglo American Platinum.

There are no mining development activities on the balance of the properties as yet. The Mineral Resources are summarized in Table 19.1 (Sibanye-Stillwater 2020).

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Effective Date: 31 December 2021

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Table 19.1: Mineral Resource statement for Sibanye-Stillwater’s Limpopo Project at 31 December 2020

Classification	Underground	Tonnes (Mt)	Grade (g/t)	4E PGM (Moz)
MR
Measured	Baobab Shaft	1.0	3.9	0.127
Indicated	Baobab Shaft	5.1	3.9	0.642
	Baobab East	0.6	4.0	0.074
	Dwaalkop JV	19.8	2.9	1.839
	Doornvlei	7.6	3.7	0.919
Inferred	Baobab Shaft	12.0	4.0	1.531
	Baobab East	2.5	3.9	0.310
	Dwaalkop JV	14.7	3.1	1.463
	Doornvlei	10.8	3.9	1.366
Total		74.1	3.47	8.3
UG2 Reef
Measured	Baobab Shaft	1.1	4.4	0.153
Indicated	Baobab Shaft	13.2	4.0	1.718
	Baobab East	1.0	4.1	0.135
	Dwaalkop JV	18.9	4.4	2.647
	Doornvlei	28.8	4.6	4.263
Inferred	Baobab Shaft	21.0	3.8	2.553
	Baobab East	3.6	4.1	0.468
	Dwaalkop JV	15.1	4.3	2.118
	Doornvlei	22.5	4.9	3.539
Total		125.2	4.37	17.6
Measured		2.1	4.2	0.280
Indicated		95.1	4.0	12.238
Inferred		102.3	4.1	13.349
Total Underground		199.5	4.03	25.9

19.4.2 Zondernaam Project

The Zondernaam project is an early-stage exploration project situated along the east-west trending, northern part of the Eastern Limb of the BC. It is located about 35 km east of Lebowakgomo, Limpopo Province and comprises seven contiguous farms to the north of the Phosiri dome and to the west of the Bokoni platinum operation.

Sibanye-Stillwater indicates that due to the depth of the mineralization (in excess of 1 500 m), the project is not currently being considered for advancement or development. To date, seven exploration holes have been drilled and confirm the presence of both the UG2 and MR.

The grades encountered on the UG2 (6.4 g/t 4E), over widths of between 0.8 m and 1.65 m support the reasonable prospect for eventual economic extraction. The depth is also comparable to new shafts sunk at Impala Platinum and Lonmin (K4) and warrants the continued reporting as a Mineral Resource. The Mineral Resources are summarized in Table 19.2 (Sibanye-Stillwater, 2020).

Table 19.2: Mineral Resource statement for Sibanye-Stillwater’s Zondernaam Project at 31 December 2020

Reef	Classification	Tonnage	Grade		Attributable to Sibanye-Stillwater
		Mt	4E (g/t)	4E (Moz)	Mt	4E (Moz)
MR	Inferred	58.2	5.12	9.6	43.1	7.1
UG2	Inferred	46.4	7.98	11.9	34.4	8.8
Total		104.6	6.39	21.5	77.4	15.9

19.4.3 Lesego Platinum Project

The Lesego Platinum Project is located approximately 300 km northeast of Johannesburg in the Limpopo Province of South Africa. Access to the project site is via existing highways and mostly tarred roads. Electricity and water for the development and operation is readily accessible.

The Lesego deposit is a shallow, high grade resource of some 50 Moz at an average 4E grade of over 5.5 g/t. The Lesego Platinum Project is currently being assessed through a Feasibility Study with a Phase 1 aiming to extract the shallow sub-vertical portion of the orebody, with later phases to access the deeper portions of the orebody, which flattens to a shallow dip below a depth of approximately 1 200 m. The Mineral Resources are summarized in Table 19.3 (Lesego, 2017).

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Table 19.3: Mineral Resource statement for the Lesego Platinum Project at August 2018

Reef	Category	Quantity	PGM Grade	Contained PGMs	Cu Grade (%)	Ni Grade (%)	Contained	Contained
							Cu	Ni
		(Mt)	(4E g/t)	(4E Moz)4			(kt)	(kt)
MR	Measured	9.29	4.91	1.47	0.11	0.25	10.5	23.1
	Indicated	54.21	5.46	9.52	0.12	0.25	65.8	135.6
	Subtotal (M&I)	63.50	5.38	10.98	0.12	0.25	76.3	158.7
	Inferred	35.40	5.38	6.12	0.12	0.25	42.1	86.8
UG2	Measured	31.10	4.60	4.60	0.05	0.16	15.0	48.8
	Indicated	74.64	5.61	13.47	0.05	0.16	40.3	122.3
	Subtotal (M&I)	105.75	5.31	18.07	0.05	0.16	55.3	171.1
	Inferred	75.15	5.98	14.46	0.06	0.17	43.9	130.3
Total	Total Measured	40.39	4.67	6.07	0.06	0.18	25.5	71.8
	Total Indicated	128.85	5.55	22.99	0.08	0.20	106.1	257.9
	Total (M & I)	169.24	5.34	29.06	0.08	0.19	131.6	329.8
	Total Inferred	110.55	5.79	20.58	0.08	0.20	86.0	217.0
Total (M&I&I)		279.79	5.52	49.63	0.08	0.20	217.6	546.8

Note:       M&I – Measured and Indicated

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20 OTHER RELEVANT DATA AND INFORMATION

[§229.601(b)(96)(iii)(B)(21)] [SR8.1(i)]

20.1 Project implementation

20.1.1Key project objectives

The key project objective is to complete the construction and commissioning of the new underground mine and associated infrastructure for the Project and commence production according to the implementation programme envisaged in this chapter. Particular attention will be paid to achieving:

· Minimum capital costs;

· Minimum time and cost overruns;

· Minimum operational costs;

· Maximum productivity;

· Minimum environmental impact;

· Best possible safety; and

· Maximum local employment opportunities.

20.1.2Execution methodology

Execution philosophy

The execution philosophy considers the best-fit for the Project and for SPM as an organization. This has required that the following be considered:

· The trends, successes and failures of various execution strategies globally and in South Africa;

· Selecting service providers and suppliers who share SPM’s vision;

· SPM will work with all stakeholders such as national, regional and local government, communities; organized labour, investors and shareholders, to ensure that the Project creates sustainable value; and

· Specifically, SPM will engage with the DMRE’s Mining Inspectors regarding the designs and mining philosophies planned for the Project. This interaction will ensure that the Inspectorate is fully on board with the Project and any technical or safety issues raised can be dealt with prior to construction and mining activities starting.

Project structure

The Project Owner’s Team aims to carry out all activities required to minimise cash flow and restrict long-term binding commitments until the Project is fully funded and approved for construction. These activities will be office based and therefore low cost, such as detailed design and procurement on firm items that are needed for the initial stages of the construction phase up to the appointment of the EPCM contractor, as currently envisaged.

Once the Project has been approved by the SPM Board to progress into execution, the following Project structure is envisaged, the details of which will be finalized before project implementation commences:

· The SPM Chief Operating Officer (COO) would have ultimate authority for the Project working with a small corporate executive team;

· Staff members in the corporate team would ensure that all required permits, land ownership and licences are in place for the construction and operational phase of the Project;

· A SPM Project Manager would be appointed with control of the day-to-day running of the Project and would report to the COO. The Project Manager would be supported by a Project Owner’s Team consisting of various technical personnel, either as in-house personnel or external consultants;

· An EPCM contractor would be appointed to report to the Project Manager and the Project Owner’s Team, to carry out detailed design, preparation and negotiation of the individual contracts with the various sub-contractors and supervise the construction of the Project. The EPCM contractor would also manage the

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commissioning of the various Project work packages. The Project would be sub-divided into work packages that can be ring-fenced and managed with specific focus;

· Selected sub-contractors would be managed by the EPCM contractor. These contractors would include specialist earthworks, civils, electrical, steel fabrication and piping companies working across the various work packages; and

· A quantity survey company independent from the EPCM contractor and reporting to the SPM Project Manager and the Project Owner’s Team would be appointed to assist with updating BOQs and enquiry documents and certifying payment certificates from the various sub-contractors, amongst other activities.

The EPCM contractor

The preliminary execution methodology has been structured on an Owner’s Team and EPCM basis. The Project will be executed such that the EPCM contractor takes overall responsibility for project and construction management, contract administration, procurement, cost control, planning, site management, SHEQ, site supervision and reporting, with the monitoring, review and decision functions provided by the Owner’s Team. The majority of the EPCM team will be site based with design engineers and drafting office staff located at the Contractor’s head office.

The permitting activities, design, engineering, specification, expediting, procurement input and quality control input will be performed by specialist consultants recommended by the owner.

20.1.3Safety, Health and Environment and Quality (SHEQ)

The project will be executed within the Company’s existing SHEQ guidelines, which would be developed and adapted by the Project Manager in conjunction with the existing management to suit the underground operations, so that the guidelines align across the company.

20.1.4 Organization and staffing

SPM envisages that the project organization will consist of an SPM-appointed Project Manager and support team. The Project Manager will be responsible for the implementation of the Project and for achieving the project objectives.

A preliminary organization chart is shown in Figure 20.1. This will be adjusted and finalized during the Optimization Value Engineering Phase prior to EPCM contract finalization.

	MPHAHLELE PGM PROJECT Preliminary organization chart	Project No. 576060

Figure 20.1: Preliminary organization chart

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The Project Manager’s support team will be made up of the respective parties as per the Project Team Organization Chart. This team will be based at the project site offices, initially at PPM and subsequently at the mine. The exception will be the engineering/design consultants who will function from their own premises where they will perform their required project functions and interface with the rest of the team for co-ordination and project review.

The envisaged structure for the Project Team is as follows:

· Project Manager – Responsible for the entire Project and reporting to SPM Management. The Project Manager will be responsible for the project management, the procurement, quality management, construction and commissioning interfaces/inputs as well as the Engineering and Design Consultants. His duties will include the project management related to the cost, time, quality, resource, risk, communication and administration management to ensure that all work is completed safely on time, within budget and to prescribed Engineering Standards, Quality Standards and Codes of Practice;

· Project Engineer – Responsible for the engineering and design effort performed by the Engineering and Design Consultants. His duties will include monitoring of deliverables, schedule, project cost control and co-ordination of design reviews with the team and SPM. He will also ensure that the project procedures and the best engineering principles, statutory regulations, statutory acts, codes of practice, industry norms, specifications and procedures applicable are utilized;

· Project Planner – The project Planner will be responsible for generating and maintaining the overall Project Plan in accordance with the set guidelines. Responsible directly to the Project Manager, the Project Planner will obtain, review and incorporate the various disciplines’ planning information into the overall plan and provide the Project Team with weekly updates on progress. The Project Planner will also be responsible for the review of tender programmes submitted by suppliers and contractors at tender stage, and monitoring and reporting thereon;

· Project Accounting/Cost Control Team – Responsible for the operation of the complete cost control system and the cost reporting for the Project. This will include the cost control of all areas, by consolidating the respective information provided by the various Project Team disciplines/ sectors and other Contractors/Consultants. The management of all cost control information will occur using the SPM financial system. Costs will be controlled in the currency of the orders. Reporting will be summarized in ZAR with separate detailed reports being available in each currency.

· Construction Manager – Responsible for the construction function of the project, reporting directly to the Project Manager. The Construction Manager will be directly responsible for site safety, health, environmental and quality issues. The Construction Manager is responsible for the administration and management of the site construction efforts. He will be assisted by the discipline supervision team. The Construction Manager will support the Project Manager in performing co-ordination and technical management functions associated with the fabricators and construction contractors. The Construction Manager will engage the services of an underground surveyor who will be responsible for maintaining the underground plans and issuing development and stoping survey instructions;

· Project Quantity Surveyor (QS) – Responsible for the Project Contracts Administration and QS services and reporting to the Project Manager. The responsibilities of the project QS will include:

o Input into the enquiry documentation, BOQs, re-measurement and monthly certification and preliminary assessment, and cost control of all re-measurable contracts. These include the bulk earthworks, the civil contract, the structural steel, mechanical, platework, piping fabrication and erection contracts and the electrical and instrumentation installation contracts.

o Compilation of monthly financial and cost related forecast data reports in a format to be agreed. The monthly cost reports will be subject to detailed review by other disciplines.

o Perform the required contract administration of the contracts between SPM and the respective Engineering Contractors/Consultants as well as any of the fabrication and/ or construction contracts. The contract administration will include approving milestone progress certificates, evaluation of the cost control of Engineering Contractors/ Consultants contracts/ packages, including the verification of change orders submitted by the Engineering Contractors/ Consultants, checking progress measurement on site and finalising final accounts of all contracts.

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· Project QA/QC and Expediting – As detailed in the Project Organization Chart, during the manufacture and fabrication stage, this function will be the responsibility of the consultants. The Consultants’ Project QA/QC managers will be responsible for the setting up of the Project Quality Control Plan in consultation with the Company. The Quality Control Plan will be structured to cover the required activities for the inspection, release and expediting. Construction QA/QC will be the responsibility of the construction team.

20.1.5Implementation schedule

The implementation schedule compiled for the project includes the pre-implementation requirements, design, engineering, and construction of the Mphahlele Mine and associated surface and underground plant and infrastructure facilities. The scheduled activities are per the 2020 FS adjusted for the delayed start of the project. Preliminary target dates for the implementation of the Project are shown in Table 20.1 and shown graphically in Figure 20.2.

Table 20.1: Preliminary target implementation dates

Phase	Start Date	Completion Date	Item
Pre-implementation	Jul-23	Sep-24	Optimization Engineering Study
	Jul-23	Dec-23	Water Supply – Wellfields Monitoring
	Jul-23	Feb-28	EPCM Design and Implementation
	Oct-23	Jul-24	Operational Readiness Study
	Sep-23	Dec-23	Exploration Technical Drilling
	Jan-24	Sep-24	Implementation Study
	Apr-22	Dec-23	EIA and Process Studies
	Jan-24	Jun-24	Exploration Resource Drilling
Construction and Ramp-up	Jan-24	Jun-24	Portal A Boxcut Construction (Excavation, support, and equipping)
	Jul-24	Sep-48	Block A Main Decline Sinking
	Jul-25	Dec-25	Portal B Boxcut Construction (Excavation, support and equipping)
	Jan-26	Dec-50	Block B Main Decline Sinking
	Feb-24	Jan-26	Concentrator Construction and Commissioning
	Aug-24	Jan-26	TSF Construction
	Nov-24		First UG2 ore from Block A
	Feb-26		First Rados output
	Feb-26		First Concentrate from Concentrator
	Jul-26		First UG2 ore from Block B
	Jun-29		Steady State ore production achieved

The confidence in the accuracy of the schedule dates is not to the level required to implement the project. These schedules were determined as part of a study that is considered to be at pre-feasibility level due to incomplete information or omissions that are described earlier in this report (Section 1.1). The durations of the various activities are reasonable for a project of this nature.

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	MPHAHLELE PGM PROJECT Preliminary project schedule	Project No. 576060

Figure 20.2: Preliminary project schedule

20.1.6Alternative Implementation Strategy

SPM has commenced with a study to investigate the feasibility of an alternative implementation strategy for the Mphahlele Project, in case the available funds prove insufficient to implement the whole project as envisaged in this TRS report.

The feasibility study will examine the viability of constructing a small mine producing 20 ktpm RoM of UG2 ore from a single decline, upgrading this through a Rados plant and trucking the upgraded ore to PPM’s concentrator for processing (the starter project). SPM envisages that the starter project would operate for several years and then ramp up into the full project at the appropriate time, as optimally as possible.

20.2 Occupational Health and Safety

As this is presently at pre-project implementation stage, there are no safety performance records.

SRK expects that the health and safety management plan for the Mphahlele Project will be identical to the one in operation at SPM’s West Pit operations at its PPM Mine discussed in a separate TRS.

20.3 Risk assessment

[SR5.7(i)]

20.3.1Introduction

The following section presents a risk and opportunity assessment for the Mphahlele Project and is generally limited to a qualitative assessment only, so no direct financial impact is considered.

It is possible that many of the identified risks and/or opportunities will have an impact on the cash flows for the Mphahlele Project. SRK has provided sensitivity tables for simultaneous (twin) parameters, which cover the anticipated range of accuracy in respect of commodity prices, operating expenditures and capital expenditures. SRK is of the view that the general risks and opportunities are adequately covered by these sensitivity tables, as these address fluctuations in operating expenditure and commodity prices.

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In addition to those identified above, the Mphahlele Project is subject to specific risks and opportunities, which independently may not have a material impact but in combination may do so.

The risk profiles contain several indicators that will be useful to guide the stakeholders as to the appropriate actions that need to be taken in any action plan.

20.3.2Development of Understanding of Risk Profile

The Company has consistently worked to identify potential risks and understand their impact during the development of the project components. Risk assessments of the Mphahlele Project were carried out in 2009, 2019 and 2020.

20.3.3Risk Assessment Approach

The risk assessment followed a ‘likelihood and consequence’ approach, where:

· Likelihood is considered a qualitative measure of the chance of a risk occurring; and the relevant descriptions are provided in Table 20.2.

· Consequence was considered in terms of the degree or magnitude of consequences/impacts that are associated with the risk; and the relevant descriptions are shown in Table 20.3.

The correlation of likelihood and consequence produces a risk rating through the combination of Table 20.2 and Table 20.3 to produce the risk rating matrix shown in Table 20.4. The matrix indicates the significance of each risk the project is faced with.

· Using the risk rating matrix, the first pass produced the inherent risk rating (i.e., the risk considered without any mitigation). The resultant ratings of risks as ‘very low’, ‘low’, ‘tolerable’, ‘high’ or ‘very high’ were then considered in context of the Company’s risk appetite and tolerance;

o Risks that produced ‘very low’, ‘low’ and ‘tolerable’ ratings did not undergo further rigorous evaluation given that their inherent rating was acceptable to the risk appetite of the Company;

o Prioritization was made of those risks with highest exposures (i.e., ‘high’ and ‘very high’ risk ratings) by identifying potential mitigatory actions. The mitigation aimed to reduce the likelihood, reduce the consequence, or reduce both the likelihood and consequence in order lower the risk rating;

· The second pass produced the residual risk rating (i.e., the risk considered with mitigation); and

· It is noted that classification of a risk as ‘very high’ or ‘high’ does not necessarily constitute a scenario which leads to project failure.

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Table 20.2: Likelihood of events occurring

Description	Chance	Frequency	Probability
Rare	May occur only in exceptional circumstances	Has occurred or can reasonably be considered to occur once in 30-50 years	10% (0% - 20%)
Unlikely	Could occur at some time	Has occurred or can reasonably be considered to occur once in 10-30 years	30% (21% - 40%)
Possible	Might occur at some time	Has occurred or can reasonably be considered to occur once in 1 - 10 years	50% (41% - 60%)
Likely	Will probably occur in most cases	Has occurred or can reasonably be considered to occur once in 6 months - 1 year	70% (61% - 80%)
Almost certain	Is expected to occur in most circumstances	Has occurred or can reasonably be considered to occur once in 6 months or less	90% (81% - 100%)

Table 20.3: Severity/Consequences of the risk

Rating	Financial / Economic	Operational / Business Interruption	Health and safety	Skills	Natural environment	Social	Corporate Image / Reputation	Legal
Minor	1% of Net Asset Value 70% - 1%)	2.5% of project schedule overrun	Medical treatment case, dressing station, no impairment	5% unavailability of critical skills	Natural processes are affected but with impacts being reversible immediately	Issue of no political and community concern	Issue of no public concern	Low-level legal issue
Moderate	10% of Net Asset Value (1% - 20%)	5% of project schedule overrun	Reversible impairment or Lost Time Injury	10% unavailability of critical skills	Natural processes are affected, but continued in a modified way with impacts being reversible within lifetime of operation	Local concern consisting of repeated complaints	Local press interest and Local political concerns	Non-compliance and breach of regulations
Major	30% of Net Asset Value (20% - 40%)	10% of project schedule overrun	Lost Time Injury - Reportable	30% unavailability of critical skills	Natural processes are notably altered but continued in a modified way with impacts being reversible within lifetime of operation.	Declared Provincial Concerns and serious inflow of community complaints.	Limited damage to reputation Extended local press interest/ Provincial press interest	Breach of regulation. Investigation or report to authority with prosecution and/or moderate fine possible.
Severe	50% of Net Asset Value (40% - 70%)	20% of project schedule overrun	Single fatality Multiple Injuries Permanent Disability	50% unavailability of critical skills	Natural processes are disrupted for the duration of the activity but resume functioning after the operation has been terminated.	Loss of credibility and confidence. Criticism by National Government	National press coverage. Independent External Enquiry	Breach of regulation. Severe litigation.
Catastrophic	>70% of Net Asset Value (70% - 100%)	.>30% of project schedule overrun	Multiple fatalities or health impact of similar nature affecting multiple persons	>70% unavailability of critical skills	Natural processes are permanently disrupted to the extent that these processes could permanently cease.	Widespread social riots & work blockages, Declared National Political Concerns and Investigations.	Declared National political concerns, International and Local Media Coverage.	Prosecution and fines. Litigation including class actions.

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Table 20.4: Risk ratings

		Likelihood
		Rare	Unlikely	Possible	Likely	Almost Certain
Consequence	Catastrophic	Tolerable	High	High	Very High	Very High
	Severe	Tolerable	Tolerable	High	High	Very High
	Major	Low	Tolerable	Tolerable	High	High
	Moderate	Low	Low	Tolerable	Tolerable	High
	Minor	Very Low	Low	Low	Tolerable	Tolerable

20.3.4 Description of Specific Risk Elements

Specific risk elements are described in the sub-sections below.

Geological risk

Potential risks associated with geology and the general understanding of the orebodies relate to:

· Head grade lower than declared reserve grade;

· Effect of geological structure on the underground operations is underestimated, resulting in:

o Geological loss is understated;

o Smaller mining units become sub-economic;

o Reduced productivity;

o Increased dilution; and

o More complicated ventilation districts.

Mineral Resource estimation risk

The Mineral Resource estimate for the Mphahlele Project has gone through several iterations of review during the past two to three years.

In general, SRK is satisfied with the veracity and acceptability of the estimation process and the classification criteria.

Accordingly, the risk that the Mineral Resource estimates are materially wrong is seen to be ‘Low’.

Mineral Reserve estimation risk

Only Measured and Indicated Mineral Resources are exploited by the mine plan. No Inferred Resources are included in the production schedule.

The mine layouts based on the geotechnical design criteria in Table 11.2 are subject to certain precautions:

· Sill pillar sizes should be reviewed for the deeper sections of the mine to ensure stability can be maintained;

· Abutment effects, resulting from unmined ground and bracket pillars, are not accounted for in the current design and could result in some optimization. This will however require confirmation during future studies; and

· A numerical analysis should be included in subsequent studies to validate the design criteria.

Non-adherence to the geotechnical restrictions on pillar extraction poses a risk which is considered to be Tolerable.

Capital risk

The capital requirements for the project have been developed from priced BOQs and first principles, with quotations for all equipment and reviewed, benchmarked rates for rate-based costs. The capital estimate was based on an effective date of 30 June 2020, and these costs were re-priced and/or escalated to 31 December 2021 to correspond with the effective date of this Report.

The Capex for the Mphahlele Project has been assessed to be at a pre-feasibility level of confidence, viz ±25%. Overall project contingency is shown to be 9.75%.

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The concentrator was estimated at a less rigorous level of detail, being developed from an escalated 80 ktpm model. The costs have been developed by an experienced reputable concentrator constructor and a contingency of 15% has been applied. The risk that these costs are materially wrong is seen to be low.

Social risks

Several ‘Very High’ inherent risks occurring within the social environment were identified for components of the Mphahlele Project. These risks are based on the current mine designs and SPM’s envisaged standard operating procedures and fall into three broad categories:

· Disruption of the project due to power struggle within project communities

There are several traditional authorities in the project areas, many of which have not been officially recognized since the beginning of the project. This may potentially be a source of conflict, particularly if leaders of some villages are seen to be more favoured than others.

The fact that many low-skilled jobs will be filled by people coming from adjacent communities means that the escalation of tensions between rival communities would disrupt production schedules and targets.

SPM needs to ensure that interaction meetings are organized regularly with all relevant traditional authorities, unions and other stakeholders. Continued communication, expectation management and effective sectoral management, were identified by SPM as suitable control mechanisms.

· High level of community expectations

There are several mining companies operating in or near to the project area, but the perception exists amongst community members that not enough is being done to improve people’s livelihood as per the recommendations in the Mining Charter III and published/approved SLPs. This may lead to protests in the communities.

To prevent this, SPM should seek to conduct a detailed stakeholder analysis as part of updating its Stakeholder Engagement Strategy, and continuously engage with sectoral stakeholders with the view to managing community expectations. Continued proactive lobbying with the DMRE supported by the conducting of feasibility studies for LED projects should be undertaken.

· Loss of social licence to operate

The loss of social licence to operate is likely to occur if adjacent communities’ levels of expectation remain high with regards employment opportunities and socio-economic development, and if they do not realize these benefits from the mine.

As before, SPM should seek to continuously engage with adjacent communities and their leaders, to examine ways of building capacity within the communities and opportunities for local procurement of goods and services.

Human resources risks

Two inherently ‘High’ risks in the human resources area were shown to relate to:

· Escalating wage demands above inflation not linked to productivity

Labour unions in South Africa have asserted themselves during the past few years, regularly demanding wage increases and calling for strikes and pickets when wage negotiations end in deadlock.

Of greater concern are wage increases that exceed productivity improvements.

Water management risks

There were several inherently ‘High’ risks for the Mphahlele Project which relate to water supply and management.

· Impact on local boreholes

Previous environmental reports show that adjacent communities make use of boreholes to obtain water for drinking, cooking and washing. Seepage from the TSF is likely to reduce the quality of the potable water, the consequences of which may include increased public pressure from Non-Governmental Organizations (NGOs) and civil society organizations.

· Water supply security for Mphahlele:

The Mphahlele Project is located in a water-stressed area, and security of supply of water to the mine from the Lebalelo Water Scheme is a risk.

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Environmental risks

· Increased environmental constraints

Mining inherently damages the environment, the severity of which is dependent on the type of material mined and the mining method used. Possible impacts may include:

o Pollution of ground and surface water;

o Loss of biodiversity;

o Increased dust; and

o Siting of mine infrastructure in sensitive areas within context of a proposed Heritage Corridor Park.

These risks may be mitigated by implementing a combination of controls, including:

o Continued implementation of the Biodiversity Action Plan (BAP) that contains measures to mitigate damage to the biophysical environment. The BAP is currently being updated;

o Continued dust monitoring of buckets around PPM are currently in place. Ensure that the monitoring data continues to be recorded and analysed by the mine, and the dust monitoring reports are submitted to the DMRE annually;

o Carefully consider the siting of mine infrastructure to mitigate and minimize the likelihood of negative responses and opposition from conservation interest groups. The specific commitments as per the EMPs and amendments on slopes and angles to coincide with planning of the Heritage Corridor, involvement of landscape architects in development of plans and compliance to biodiversity commitments also need to be attended to. As required in terms of the approved original EMPr, PPM should ensure that all current updated designs are included in an EMP amendment and approved;

o Ensure that all environmental, water, waste and air quality authorizations, licences and permits for the respective assets/ properties are in place prior to commencing construction activities; and

o Increased compliance with the EMP commitments.

· Increased environmental complaints

There is a risk that environmental complaints could increase from surrounding stakeholders in the area, and other environmental pressure groups.

Mining risk

· Mining method

The original design included two reef drives per block to accommodate drilling up holes only. For the 2020 FS, only a single reef drive is provided which requires drilling up and down holes. Accurate drilling is of major importance to minimize dilution.

Drill hole lengths were limited to approximately 15 m to minimize hole deviation.

· Airborne pollutants: Diesel emissions

On 12 June 2012, the WHO classified diesel exhaust emissions as a Class 1 carcinogen (cancer forming).

Mitigation measures include changing from Tier 2 engines to the latest low emission Tier 4 engines, install improved exhaust catalyst converter systems and increasing ventilation at the points of use.

Commodity price risk

The commodity price for PGMs is largely linked to the state of the economy in the developed countries (North America, European Union and Far East – Japan and China), with particular reference to the manufacture of autocatalytic converters for new cars. Many market commentators remain bullish regarding the commodity super cycle, yet the economies of the developed countries continue to disappoint in terms of improved growth.

There is a risk that the metal price projections of Table 15.2 may not materialize, which would impact negatively on SPM’s ability to fund the implementation of the Mphahlele Project.

Foreign exchange and CPI risk

The CPI rate in South Africa is affected by the relationship between exchange rates and the differential in inflation between the respective currencies of its major trading partners. As the prices for PGMs and base metals derived

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from the Mphahlele Project are given in USD, it is South Africa’s relationship with the USA that has the greatest impact on revenue flows. This is complicated by the balance of payments and deficit on the current account with respect to trade between South Africa and its main trading partners.

Economic performance risk

The economic evaluation is performed using assumed smelting and refining terms per the Trafigura Offtake which is applicable to PGM production by PPM. Although the payabilities, penalties and toll-treatment costs in the Trafigura Offtake are typical of those of PGM industry in South Africa, no formal offtake agreement for the treating of Mphahlele’s PGM concentrate has been concluded.

The terms of the Trafigura Offtake apply only to the end of 2027. These terms have been applied to the LoM PGM concentrate production by Mphahlele which may not be realisable.

While alternative smelting/refining arrangements may be possible to negotiate, these are not in place and the revenue stream (and resultant cash flow) cannot be guaranteed.

The revenue stream (and resultant cash flow) is based on forecast metal prices and ZAR:USD exchange rates which may not materialise.

Metallurgical processing risk

Potential risks associated with metallurgical processing relate to:

· The forecasted recoveries are overstated and do not take cognisance of the variability in the mineralogy of the ore; and

· Rados does not meet design specifications.

Power supply reliability and power cost risk

Eskom, the South African power supply authority, introduced periods of load shedding from 2019 to 2021, mainly due to Eskom generation plant breakdowns due to poor maintenance and some nearing the end of their design life. The generation fleet remains unstable and load shedding is expected to continue for up to two years. High power consumers such as the mines are generally required to have load curtailment agreements with Eskom, whereby Eskom will ask the mines to reduce their loads during periods of load shedding. The lack of continuous power supply reliability has resulted in production losses at most of the mines, due to load curtailment.

Eskom’s power costs have increased by more than 350% since 2010, considered to be one of the main contributing factors to mines’ increased operating costs. The National Energy Regulator of South Africa (NERSA) approved an Eskom electricity increase of 15.63% with effect from 14 April 2021. This came on the back of a 9.8% increase in 2020 which included the first ZAR23bn recoupment of an additional ZAR69bn that Eskom was allowed to claw back.

Currently, the position of the Eskom substation is remote from the Mphahlele operations with the concomitant risk of cable theft and/or sabotage. It was recommended that the Company engage with Eskom to request that the substation be moved south of the chromitite traces.

Cost of production risk

The budgeted costs for the Mphahlele underground project are based on engineering studies. While these have been developed largely from first principles using recognized productivity indices, factors and some quotes, and have been escalated to December 2021 terms, they have not been confirmed in practice.

There is therefore a risk that the underground mining costs for these projects may be higher than forecast.

Artisanal chromite mining and proximity of operations

Artisanal chromite mining has taken place adjacent to the project area. The risks associated with the artisanal operations include:

· Potential project changes required, for example the concentrator and the TSF were moved away from their original position per the 2008 FS to be located away from any potential artisanal mining along the chromitite reefs north of the UG2);

· The cumulative environmental and social impacts (noise, air, blast damage, community safety [vehicle-pedestrian interaction], flyrock [striking a person, rather than a built structure]) caused by two mining operations co-existing adjacent to each other will require focussed mitigation to manage potential for increased community complaints and/or future claims; and

· The operational controls for the adjacent mining operations need to be carefully aligned, for example, blasting times and re-entry (due to dust etc.).

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20.3.5 Potential economic impact of COVID-19

The COVID-19 pandemic has led to significant volatility and uncertainty in the global economy. The potential impact of the evolving COVID-19 situation on consumers, supply chains, commercial agreements, geopolitical outcomes and future decisions that the Company may have to make means that the financial forecasts may differ materially from those set out in this report.

The potential economic impact of the COVID-19 pandemic may manifest in many ways, for example: a slowdown in the global economy; unknown effect on the ZAR exchange rate against the major currencies; unknown effect on the metal prices; unknown effect on Capital costs; unknown effect on the demand of PGMs; and/or unknown effect on working costs.

There may also be practical outcomes required of social distancing, for example designs of buildings, offices and change houses to provide more space (and requiring increased capital cost); the transportation time of shift workers in and out of the mine; and numbers of personnel required to cater for extra shift rotation and/or isolation of infected employees

20.3.6 Risk assessment results

The results of the risk assessment as considered applicable to the Mphahlele Project are summarized in Table 20.5.

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Table 20.5: Assets Risk Assessment summary (before and after mitigation, as appropriate)

Hazard / Risk	Likelihood	Consequence Rating	Overall Inherent Risk	Residual Risk
Social
Disruption of the project due to power struggle within project communities	Almost certain	Severe	Very High	High
Social expectations not met (Loss of social licence to operate)	Almost certain	Severe	Very High	High
Human Resources
Escalating wage demands above inflation not linked to productivity	Likely	Major	High	Tolerable
Lack of suitable accommodation in the area	Likely	Severe	High	Tolerable
Lack of skills in nearby communities	Possible	Major	Tolerable	-
Water Management
Impact on local drill holes	Likely	Major	High	Low
Environmental
Increased environmental constraints (especially water and biophysical)	Likely	Major	High	Tolerable
Increased environmental complaints	Likely	Major	High	Low
Mining
Untried mining method relative to platinum industry in South Africa	Possible	Major	Tolerable	-
Increased dilution from inaccurate drilling	Likely	Moderate	Tolerable
Geology
Amount of weathering associated with faulting and fracture greater than expected	Possible	Moderate	Tolerable	-
Safety and Health
Conveyor belt fires	Possible	Catastrophic	Very High	Tolerable
Diesel emissions (underground)	Likely	Major	High	Tolerable
Rock Engineering
Mine does not achieve MCF	Likely	Moderate	Tolerable	-
Metallurgical
Insufficient water for process	Rare	Major	Low	-
Forecast recovery overstated	Possible	Major	Tolerable	-
Rados does not meet design specifications	Possible	Major	Tolerable	-
Power supply interruption
Currently, the Eskom substation is remote from the Mphahlele operations with the concomitant risk of cable theft and/or sabotage.	Likely	Major	High	Tolerable
Economic Performance
Toll-treatment agreement is not secured	Possible	Catastrophic	High	Tolerable-
Assumed refining and smelting terms are not achieved	Possible	Major	Tolerable
Assumed smelting and refining terms for LoM are not achieved	Possible	Major	Tolerable
Forecast commodity prices too optimistic	Possible	Major	Tolerable	-
Logistics
Selected ore transport method is not optimum	Possible	Moderate	Tolerable	-
Capital Cost
Capital estimates for the Mphahlele Concentrator project have been factored, may be too low	Possible	Moderate	Tolerable	-
Tailings
Design not to GISTM standards	Likely	Moderate	High	Low
Limitations on disposal through the WUL	Possible	Moderate	Tolerable	Low
Cross-cutting risks viz. artisanal mining and proximity of operations
Increased liability to cater for the adjacent, artisanal mining; and/or potential project changes required as a result of the influence of the artisanal operations.	Likely	Moderate	Tolerable	Low

Note

Risks that produced a ‘High’ and ‘Very High’ inherent risk rating were considered further to identify and assign controls for the purpose of risk mitigation. Risks that produced ‘very low’, ‘low’ and ‘tolerable’ ratings did not undergo further rigorous evaluation given that their inherent rating was acceptable to the risk appetite of the Company. In so doing, those risks retained their inherent rating in Table 20.5. 

20.3.7 Opportunities

The 2020 FS for Mphahlele identified three significant opportunities with respect to the chromite mineral rights on the property.

Mphahlele chromite recovery pool-and-share opportunity

The chromite rights over the Mphahlele Project area are not held by SPM but were granted to the MCDT. Any chromite that is mined incidentally by the Project from the UG2 ores or that ends up in the tailings therefore belongs to the MCDT.

SPM has identified that it is beneficial to the recovery of PGMs to install a CRP at the inter-stage position in the MF2 concentrator. The CRP would produce a chrome concentrate with a target grade of 40% - 42% Cr₂O₃, which, based on SPM’s existing offtake agreements, could realize a current price of around USD56/t at the mine gate. This is too valuable to allow the chromite to end up on the TSF.

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SPM envisages that a PSA with the MCDT could be implemented which would be of mutual benefit. The proposed arrangement would be set up via the formation of a special purpose vehicle or joint venture, where the MCDT provides the chrome rights and SPM provides the financial, commercial and operational support and capabilities.

Mphahlele Open Pit Chrome Mining Technical Support

A small open pit mine was established on the LG and/or MG chromitite seams that subcrop immediately north of the UG2 to be exploited by the Mphahlele Project. From a review of historical imagery, mining activities commenced in mid-2017. The mine appears to be relatively informal in nature and mining activities have since ceased.

SPM anticipates that the open pit mining activities along the chromitite seams may continue in the future. SPM has identified this as a potential opportunity in terms of the Mining Charter III, whereby the Mphahlele Project could provide technical and commercial support to the MCDT in terms of mine design, mining operations and product sales.

Mphahlele Mining Charter III requirements offsets

The proposed PSA is seen to provide several benefits which address many of the Mining Charter III requirements, as follows:

· Procurement, Supplier & Enterprise Development:

o Create a viable business for the community;

o Encourage the establishment of local companies to supply the CRP with goods and services;

· Human Resource Development - training of and skills transfer to community members;

· Mine Community Development and Housing and Living Conditions - funds flow into the community is expected to improve housing and living conditions in the community.

Preliminary assessments by SPM suggest that the benefit from the PSA over the duration of the current LoM plan could exceed the monetary requirements of the Mining Charter III. It may then be possible for SPM to negotiate with the DMRE that part of the Mining Charter III monetary commitments is replaced by the PSA.

Self-generation of Renewable Energy

South Africa’s Electricity Regulation Act was amended on 13 August 2021 (ESI Africa, 2021), allowing the self-generation of 100 MW of power from embedded renewable energy technologies without the need for a generation licence. This is an opportunity to manage the risk of cost increases as a result of increases in power costs, as well as potential carbon taxes, which may also increase.

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21 INTERPRETATION AND CONCLUSIONS

[§229.601(b)(96)(iii)(B)(22)] [SR7.1(ii)]

SRK has conducted a review and assessment of all material technical issues likely to influence the future performance of the Mphahlele Project and the resulting TEPs, which included the following:

· Inspection visits to the Mphahlele Project were conducted by SRK, as follows:

o Inspection of the project area, drilling programme and core storage shed by a Principal Resource Geologist employed by SRK on 4 August 2007;

o Inspection of the core yard and selected core intersections by Principal Resource Geologists employed by SRK on 13 March 2008;

o Inspection of project area and selected drill core in the core storage yard by a Senior Resource Geologist employed by SRK and an Associate Consultant employed by SRK on 22 October 2013.

No further exploration work has been done on the property since the drilling concluded in 2008.

· Enquiry of key mine management and head office personnel during February 2021 to January 2022 in respect of the Mphahlele Project, the LoM plans, the TEPs and other related matters;

· For the Mineral Resource and Mineral Reserve statements for the Mphahlele Project:

o SRK revised the geological model and resource estimate for Mphahlele in 2020 as part of the 2020 FS, based on SPM’s reassessment of all reef picks for the Merensky and UG2, and has reported and signed-off the Mineral Resource Statement at 31 December 2021;

o SRK considers that all the modifying factors, mining/development rates and productivity indices incorporated in the mine design and production schedule in the LoM plan are appropriate and valid, and has reported and signed-off the Mineral Reserve Statement at 31 December 2021;

· Examination and review of the TEPs in the LoM plans for the Mphahlele Project, and all conclusions and recommendations drawn therefrom; and

· Reviewed the commodity price assumptions incorporated into the Mineral Resource and Mineral Reserve Statements, the TEPs and TEM for the Mphahlele Project, which are based on an independent market report compiled by CRU (2021) and CRU (2022).

SRK confirms that it has performed all validation and verification procedures deemed necessary to present signed off Mineral Resource and Mineral Reserve statements for the Mphahlele Project.

SRK has reviewed the information provided by SPM and is satisfied that the extents of the properties described in the various rights are consistent with the maps and diagrams received from SPM.

SPM has confirmed to SRK that all legal information in this TRS is accurate and SPM’s title to the mineral rights held over Mphahlele Project is valid.

SPM has confirmed in writing that to its knowledge, the information provided by it to SRK was complete and not incorrect, misleading or irrelevant in any material aspect. SRK has no reason to believe that any material facts have been withheld.

21.1 Exploration, Data and Mineral Resources

SRK considers that the geological logging and sampling are of sufficient quality for use in Mineral Resource estimates.

SRK has assessed the quality of the assay data and considers that the comparison between the primary laboratory (SGS Johannesburg) results and those from the 954 pulp repeats from Genalysis in Australia gives sufficient confidence in the quality of the analytical results from SGS for use in Mineral Resource estimates.

The drill hole intersections generally show consistency in the intersection position of the two orebodies. The geological wireframe models generated by SRK honour the drilling information supplied by SPM. The validations undertaken on the Mineral Resources indicate an acceptable agreement between the composite data and the estimates. The classification applied to the Mineral Resources considers the data quality and consistency, and the well-established continuity of the BC mineralization. Geological discounts applied are considered appropriate given the density of information and are higher for the lower confidence classification categories. The drill hole spacing is the primary determinant of the classification confidence.

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21.2 Hydrogeology

The main groundwater issues are as follows:

· A delay in the construction of the groundwater supply scheme may delay the project or reduce the tonnage to the available groundwater yield;

· Reduction in groundwater levels/availability; and

· Contamination of the groundwater.

Although several community water supply boreholes will be affected by the dewatering of the mine, they are not exclusively dependent on groundwater. they are supplied with potable water from the Lepelle Water Scheme. However, this supply is alleged to be erratic and therefore the communities rely on their groundwater, albeit of poor quality.

Management measures for groundwater are still dependent on ongoing monitoring and subsequent planning, with standard mitigation proposed at this stage, including some reliance on the control of ingress of water and oxygen as a post closure strategy. The effectiveness of this solution has not been established.

21.3 Mineral Processing

A set of 16 samples were submitted to Mintek for metallurgical test work, and adequately represent the ore body. Findings of the Rados test work indicate the pre-concentration of the UG2 ore is possible with a small loss in PGM+Au to the discards. These results for the Rados tests agree with the observations made for the PPM on the POC plant at PPM. The test work programme was comprehensive and adequate in defining the process design criteria, and in describing the milling and flotation response of the ore. Utilising an MF2 circuit configuration produced recoveries of 85.5%, 52% and 58.6% were reported for the 4E PGM+Au, Cu and Ni respectively, at a 4E PGM+Au grade in concentrate of 180g/t. Chromite grades in concentrate will be within required levels of less than 2% for typical UG2 ores, and the concentrate will meet smelter specifications.

21.4 Mining

SRK concurs with the production scheduling logic and believes the mining method is suitable for the orebody characteristics. The applied design criteria are reasonable.

21.4.1 Geotechnical parameters relevant to mine design

The geotechnical investigation completed for Mphahlele in 2009 was based on logging of core from vertical drill holes and laboratory strength testing, to determine the expected geotechnical conditions and provide mine design criteria. An assessment of the available information indicated that the data was of suitable quality to be included in the PFS. 

In general, ground conditions in the project area are of a fair quality and at this stage no major geological structures, which could adversely affect stability, have been identified. The design aspects were aligned to industry practice and based on sound engineering principles. There are areas where poor ground conditions occur and these should be inspected to confirm that the current support is appropriate.

It is recommended to verify key assumptions used in the design as the mine is established or when data, not available at the time of the study, becomes available.

21.4.2 Ventilation

The ventilation infrastructure caters for 1 460m³/s, sufficient for the design, which has been planned to an average depth of 700 m below surface. With intake raise boreholes from surface direct to the working levels, the design confirms that no cooling will be required down to this depth. Note that experience in other mechanized platinum operations has shown that in order to keep the DPM emissions to below the recommended limit of 0.16 m³/kg, Tier 4 or 5 engines with 10 ppm fuel will be required.

21.5 Processing and Recovery Methods

Based on the test work results, the proposed MF2 circuit is the correct choice for the plant and is the preferred choice for UG2 processing in the industry. Results indicate that a crusher-ball mill is to be applied as the primary stage of comminution due to the risk of a build-up of critical size siliceous material in an autogenous mill. Longer residence times have been catered for in all the flotation stages to address the high proportion of slow floating mineral that has been identified in the test work. No novel technology/unproven technology has been introduced

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in the circuit design. The overall power consumption for the concentrator will be in the order of 8.5 MW, and the water consumption will be more than 0.8 m³ per tonne of ore milled. There is a lack of water in the region and alternative sources of water will be required. Surety of electricity supply and availability of water are major risks in the South African scenario.

21.6 Infrastructure

21.6.1 Surface and underground infrastructure

In SRK’s opinion, the general surface and underground infrastructure design and layout is appropriate for the mine requirements and as a basis for further detailed design prior to implementation.

21.6.2 Electrical infrastructure

The load study carried out in the 2020 FS indicates that the total connected load of 38.4 MVA, with a total running load of around 32.3 MVA, will be required at full production. Therefore, the initial NMD application of 46.5 MVA, which was done in September 2008, is more than enough to supply the power requirements for the site.

The redundant bulk power supply from Lebowakgomo and Dwaalkop Substations will ensure continuous power supply to the mine, should one of these supplies fail. However, the mine needs to engage with Eskom to determine whether the Eskom main incoming substation on site can be moved south of the UG2 sub-crop, to reduce the impact from potential open pit mining by others.

The medium and low voltage reticulation across the site has been well designed and is capable of supplying the power requirements for the whole site.

21.6.3 Bulk water supply

Water for the Mphahlele Project will be sourced from two sources: the Lebalelo Water Scheme and a wellfield. The Lebalelo Water Scheme allocation is limited, and as such, there might be insufficient raw water for the project and this can be supplemented by the wellfield. The raw water offtake will be stored in a bulk raw water storage reservoir with a capacity of 10 Mℓ. Ground water (wellfields water) will be pumped to a bulk storage reservoir with a capacity of 3 Mℓ.

The feasibility-level designs for the SWMP for Mphahlele were completed as part of the Mphahlele FS. These were designed to comply with the requirements of GNR704. If these designs are implemented, the Mphahlele Project will comply with GNR704.

21.6.4 Storm water management

Environmental contamination through effluent release into the groundwater will be minimized by bunding all dirty water collected in runoff drains in and around the infrastructure area and/or collecting and containing it in PCDs. Clean water areas are provided with diversion bunds to prevent stormwater from reaching the portals with diversion channels to separate clean and dirty water and to divert clean water into the surrounding environment. A trapezoidal channel is provided for stormwater diversion, that will decant into the environment through concrete dissipator structures. The areas will be terraced and landscaped to allow for run-off towards the channel. A paddock system offset 25 m from the edge of each of the portals is designed to capture and contain any contaminated water discharged or collected in and around the portal to allow for evaporation.

The stormwater management facilities were sized to be capable of handling the 1:50-year flood events, over and above their mean operating levels.

21.6.5 Tailings

Site 2 was selected as the preferred option for development as being closest to the proposed mining and processing operations; the TSF has been classified as a High Hazard based on its proximity to the Chunies River.

TSF was designed to accept 103.5 ktpm of tailings over a LoM of 20 years, giving a total volume of tailings to be stored of 24.8 Mt at an in situ dry density of 1.75 t/m³. SPM advised that it had written confirmation that the TSF could handle the additional tonnage given in this TRS without exceeding the rate of rise in the later years of the TSF life. Seepage from the tailings is not expected to generate AMD; however, all surface runoff will be contained and the migration of seepage beyond the footprint of the facility will be limited. It is estimated that 50% of the slurry water deposited on the TSF will be returned to the plant.

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21.7 Environmental

· The proposed changes to the approved Mphahlele EIA and EMPr will need to reflect the changed project description, which will require environmental authorization prior to construction commencing;

· A Water Use Licence for the Mphahlele Project will need to be applied for the required water uses; and

· The relevant specialist studies will need to be updated accordingly.

21.8 Social

The Mphahlele Project will in future need to secure and retain the necessary social licence to operate, through maintaining good stakeholder relations and honouring its SLP and other commitments to stakeholders. SPM as the developer of the proposed mine will have to address the same challenges and risks associated with the level of community expectations, legacy of past mining experiences on trust relationships and a complex local governance arrangement as for its existing operations.

21.9 Capital costs

The capital was developed for a study having an effective date of 30 June 2020 which was subsequently escalated to 31 December 2021 by the Company using CPI indices from StatsSA, with the exception of the TSF capital, which was re-costed. Several conditions have caused the confidence in the capital to be reduced to pre-feasibility level, inter alia:

· Infrastructure has been moved and no geotechnical work has been done to determine foundation conditions;

· The capital estimate for the plant was based on a repriced BOQ for an 80 ktpm plant which had been adapted from the 250 ktpm plant in the 2009 study and then factored for the 125 ktpm plant capacity. These capital estimates include contingencies that are >10%;

· The ventilation system was assumed to be able to support a production rate of 125 ktpm. This was not confirmed by feasibility level designs; and

· Pillar extraction on retreat is proposed, but this has not undergone feasibility level design.

The Capital cost estimate is seen to have a confidence level of ±25% with an overall contingency of 9.75% (<15%). This satisfies the SK1300 definition of a pre-feasibility study.

21.10 Project implementation

The project implementation is based on a study that is considered by SRK to be at pre-feasibility level. It is based on the 2020 study, but there have been several changes in the designs since the study was done that require the project schedule be revisited once the study is improved to feasibility standard.

The preliminary project schedule indicates that steady state production can be achieved within five years of excavating the boxcut for Portal A.

21.10.1 Alternative Implementation Strategy

SPM has commenced with a study to investigate the feasibility of an alternative implementation strategy for the Mphahlele Project, in case the available funds prove insufficient to implement the whole project as envisaged in this TRS report.

The starter project study will examine the viability of constructing a small mine producing 20 ktpm RoM of UG2 ore from a single decline, upgrading this through a RADOS plant and trucking the upgraded ore to PPM’s concentrator for processing. SPM envisages that the starter project would operate for several years and then ramp up into the full project at the appropriate time, as optimally as possible.

21.11 Principal issues identified from risk assessment

The principal issues that require management intervention to mitigate their negative impacts are:

· Social issues

o Potential disruption of the projects due to power struggles within community leadership, as well as high expectations for employment opportunities and other socio-economic benefits.

· Human resources issues

o Escalating wage demands not linked to inflation and lack of suitable accommodation in the area.

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· Environmental issues

o Environmental constraints may exist, linked to the approval of environmental authorizations, and the relationship with stakeholders will need to be nurtured throughout the project life to effectively manage any complaints from surrounding stakeholders regarding water and/or the biophysical environment; and

o Delay in obtaining environmental approvals and EMPr commitments that cannot be achieved, if not amended prior to Environment Authorization lapsing.

21.12 Opportunities

Three significant opportunities with respect to the chromite mineral rights on the property are relevant to Mphahlele and include:

· Chromite recovery pool-and-share opportunity;

· Mining Charter III requirements offsets; and

· Open pit chromium mining technical support.

In addition, there is an opportunity to generate 100 MW of embedded renewable energy, which may assist with managing the risk of power cost increases and a reduction in potential carbon taxes.

21.13 Economic Analysis

The economic analysis of the Mphahlele Project has been done at an effective level of a pre-feasibility study as defined by SK1300, which is more advanced than an initial assessment.

The financial results and twin sensitivities reflect 100% of the Mphahlele Project and not the 75% attributable to SPM.

The economic analysis of the Mphahlele Project is based on a detailed LoM plan which exploits Probable Mineral Reserves that are derived from Measured and Indicated Mineral Resources. Measured Mineral Resources are converted to Probable Mineral Reserves due to mining confidence. No Inferred Mineral Resources have been included in the LoM plan nor the cash flow analysis.

Use of the CRU price deck (Table 15.2) yields a real-terms post-tax NPV_9.0% of ZAR6.30bn (100% of the project), an operating margin of 45% and an IRR of 20%. Peak funding of ZAR5.92bn is projected with a payback of eight years. The average LoM steady-state underground operating costs are ZAR1 736/t milled and ZAR14 267/oz 4E.

The twin-sensitivity tables show that the Mphahlele Project is most sensitive to changes in Revenue and least sensitive to changes in Capex.

The TRS contains statements of a forward-looking nature. The achievability of the projections, LoM plans, budgets and forecast TEPs as included in the TRS is neither warranted nor guaranteed by SRK. The projections cannot be assured as they are based on economic assumptions, many of which are beyond the control of the Company or SRK.

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22 RECOMMENDATIONS

[§229.601(b)(96)(iii)(B)(23)] [SR7.1(ii)]

22.1 Geological interpretation, modeling and exploration

The interpretation of the MR is based on the selection of a mining cut at the top of the Merensky Pyroxenite and shows a reasonable consistency of the metal grades. However, it was not possible for SRK to determine robust experimental semi-variograms that display an interpretable structure. In previous estimates, the MR has been domained based on interpretation of the impact of the serpentinized harzburgite intrusions and the potential impact this has on the mineralization. SRK recommends that this be investigated in future estimates. Additional drilling on the MR horizon, as planned by SPM, should be undertaken in support of a geostatistical assessment to improve the modeling of the grade continuity and semi-variogram modeling on this horizon.

The planned exploration on Mphahlele comprises mostly diamond drilling (NQ size). Drilling-related costs include core logging, sampling, assay, QA/QC and down-hole geophysics. Because the reef dips at an angle of approximately 50 degrees, the holes will be drilled at an incline of 60 to 70 degrees.

The purpose of the drilling programme is to obtain additional information for resource estimation and geological structures (faulting and alteration). The geological structures are generally aligned in a NW-SE direction. This drilling information will provide information on the impact of the geological structures on the reef and is required to re-evaluate the mineral resource boundaries. It will also provide geotechnical information about the hanging-wall conditions and the magnitude (displacement) of faulting. Drilling will extend 30 to 40 m into the footwall to obtain geotechnical information for footwall mine development.

The information obtained from the drill holes is required for resource estimation, rock engineering, mine design and groundwater testing.

Around 50 diamond drill holes are planned within the Indicated Resource area, down to 700 m. The holes vary from 70 to 700 m depth at a resource drill spacing of 400 m. The drilling comprises holes down the line of the decline/declines (geotechnical) and infill drilling to get higher confidence in the resource and structure. The total cost estimate for this drilling is around ZAR66m and is planned for the first three years.

In the Inferred Resource area, around 100 holes are planned to upgrade the resource from Inferred to Indicated, at a drill spacing of 400 m. The holes vary from 750 to 1900 m depth and includes provision for shaft holes. The drilling is planned in two stages, with a total cost estimate of around ZAR248m.

SRK considers that this will be sufficient for the stated objectives to support the project execution phase and the development phase with upgrading of the Inferred Mineral Resources into Indicated Mineral Resources.

Exploration Programme and Budget

SPM’s exploration budget for Mphahlele is summarized in Table 22.1.

Table 22.1: Summary exploration budget for 2022 to 2031 (all amounts in ZARm)

Property	Amount (ZARm)	2022	2023	2024	2025	2026
Portals A and B Decline Project	66.5		27.8	38.7
Property	Amount (ZARm)	2025	2026	2027	2028	2029	2031
Mphahlele Deeps	247.8	39.2	39.2	39.2	58.6	44.5	27.1
		2034	2035	2036	2037	2038	2039
		3.8	23.3	26.0	25.5	22.8	19.0

The above exploration programmes include the following:

· NQ/BQ diamond drilling (to approximately 40 m past the UG2);

· Four deflections per drill hole (three intersections for assay, other for geotechnical and mineralogical studies);

· Assays;

· Geotechnical logging and test-work;

· Downhole geophysics on 25% of the drill holes; and

· Mineralogical and metallurgical test-work.

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SRK has reviewed SPM’s exploration budget and considers it reasonable for the planned activities set out in the exploration programme.

22.2 Hydrogeology and Hydrology

SRK recommends annual groundwater numerical model updates with more recent data to enable more reliable predictions of the impacts of dewatering on community water supply boreholes.

As the supply of water to Mphahlele is a risk, an early application to the Lebalelo Scheme for a water allocation is essential.

22.3 Geotechnical data and design

Geotechnical risks that have been identified can be suitably managed through the defined mine design criteria outlined in Section 12.1. Additional geotechnical work that should be planned prior to or during the implementation phase is outlined below:

Stope hangingwall conditions

Blasting fractures as well as natural occurring discontinuities result in the unravelling of the hangingwall following blasting, which increases the assumed stope height. In the pillar design a constant overbreak of 20 cm was assumed for the design, mostly because of the expected influence of the harzburgite. There is however the possibility of the overbreak being more than anticipated, whether as a result of geological conditions or poor blasting. As such, it is recommended to verify the hangingwall overbreak in the stopes to determine whether the assumed 20 cm overbreak is representative of reality or not. This can be done in one of the following methods:

· Visual inspection and estimation of overbreak in stopes; or

· Laser cavity / drone scanning of a stope following excavation to quantify the actual overbreak.

Performance of in-stope pillar

The pillar design is based on empirical design which is acceptable within the industry, however the pillar design should be verified to ensure rock mass response indicates acceptable pillar behaviour. This is easily included into the routine visit cycle conducted by both production and geotechnical staff on the mine.

Where required numerical modeling can be considered to further validate the design. Where optimization of the pillar design is required the recommended approach is a combination of in-situ stress measurements as well as numerical analysis.

Monitoring of critical excavations

The proposed design is based on a sample of the entire reserves, meaning conditions could be intersected which the design does not cater for. All critical excavations must therefore be monitored to ensure the following criteria is fulfilled:

· Conditions remain normal with no influence from abnormal geological features;

· The critical excavation is optimally positioned away from known problematic geological features;

· The rock mass response indicates an effective support design, with no abnormal movement or deterioration.

· The above can be achieved through a simple routine inspection schedule of these excavations, combined where deemed necessary with monitoring instruments.

Verification of rock mass data

In order to ensure the support design is aligned with the ground conditions throughout the reserve, it is recommended for the mine to maintain a rock mass database. The rock mass data can easily be recorded during routine inspections of mine workings and will allow for a more accurate representation of the change in conditions over the reserve. This data can subsequently be used for outlining of geotechnical districts and identification of areas where the current design may be deficient and require revision.

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Validation of support performance

The minimum requirements for the support designs are based on manufacturer specifications. To ensure the design is valid during implementation, it is recommended that pull-tests be conducted in the operational environment to verify that the specified minimum requirements are met.

22.4 Ventilation

In order to mitigate the risk of diesel emission-related occupational diseases, SPM should provide the latest low emission Tier 4 engines, improved exhaust catalyst converter systems and ensure sufficient ventilation at the points of use.

22.5 Mineral Processing, Metallurgical Testing and Recovery Methods

Although 16 samples were tested in the course of the test programme, it would be recommended that more samples are submitted for base line test work in order to generate a metallurgical model. This would involve pre-concentration, milling and flotation test work.

The lack of water in the vicinity of the mine, and the bureaucratic hurdles in the development of an alternative water supply requires the early involvement of authorities in ensuring security of supply. Alternative methods of tailing deposition could be considered to reduce the amount of water on the tailing storage facility, a large portion of which is subsequently lost to evaporation.

Due to the high cost of electricity, it is recommended that alternate comminution devices are identified to reduce the power consumption. In addition, self-generation of power may alleviate the dependency on Eskom and reduce the burden of having to reduce power consumption in accordance with current power curtailment agreements with Eskom.

22.6 Infrastructure

22.6.1 Surface and underground infrastructure

It is recommended that SPM carries out surface geotechnical investigations to determine the foundation requirements for installations of critical equipment and structures and to confirm the locations and layouts of these items.

22.6.2 Electrical infrastructure

Although SPM has now indicated that it is not pushing Eskom regarding the budget quotation process until the board has approved the implementation of the Mphahlele Project, SRK recommends that SPM engages with Eskom to see if this exercise was carried out, as further delays might lead to additional charges being requested by Eskom due to updated quotation fees at the time Eskom is requested to go ahead with the budget quotation exercise.

The mine needs to engage with Eskom to determine whether the Eskom main incoming substation on site can be moved south of the UG2 sub-crop, to reduce the impact from potential open pit mining by others. The medium and low voltage reticulation across the site has been well designed and is capable of supplying the power requirements for the whole site.

22.6.3 Tailings

Geotechnical investigation of the selected TSF site, including test pitting and drilling, will be required to confirm the nature of the underlying strata as part of the detailed design of the facility.

Based on data made available, SRK does not believe that the facility has been designed to ensure full compliance with the GISTM requirements. Further studies, such as brittle failure analyses and depositional strategies pertaining to the construction of the facility, will need to be undertaken prior to, or as part of, the BFS phase of the TSF design to ensure that all GISTM requirements relevant to the design of such facilities are met.

22.7 Environmental and Permitting

SPM will need to update the environmental authorization to reflect the proposed changes to the EIA and EMPr, apply for a WUL and update the relevant specialist studies.

22.7.1 Once-off environmental management and monitoring set-up costs

Certain of the environmental management and monitoring programmes for the Project will incur initial costs associated with the setting up of monitoring stations and the purchase of equipment. The expected costs

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associated with the required environmental authorizations and licences mentioned in Section 16.3 are included in the Project Capex (Table 22.2).

Table 22.2: Estimated initial environmental set-up costs

Activity	Activity Description	Costs (ZARm) (excluding VAT)
Environmental authorization, licenses, permits	Integrated NEMA-NEM:WA Environmental Authorization (includes waste management license), Water use license, Atmospheric emission license	4.31
Survey of affected farmers	Compile inventory, discussions with key stakeholders	0.48
Crack survey	Pre-blast crack survey within 500 m of the underground mine boundary (estimated at ±100 houses)	0.73
Vibration monitoring	Purchase and installation of 4 seismographs	0.42
Air quality monitoring	Purchase of PM10 monitor and dust buckets (assume 10 buckets), set up of monitoring equipment.	0.45
Once off noise sampling (construction)	Once off noise sampling at the start of construction to verify the findings of the EIA specialist study and recommend additional measures if required.	0.15
Total (excl VAT, in December 2021 terms)		6.55

22.7.2Ongoing environmental management, monitoring and reporting

Table 22.3 sets out the estimated operational costs associated with the management, monitoring and reporting commitments of the proposed mine. This assumes that the environmental management functions, apart from the in-house Environmental Management Resource, will be outsourced to appropriate third-party environmental practitioners.

The costs associated with water monitoring are carried elsewhere.

Table 22.3: Estimated annual environmental management costs – operational phase

Activity	Activity Description	Costs (ZARm) (excluding VAT)
Biomonitoring	Biomonitoring of aquatic ecology integrity in the vicinity of mining operations by an appropriately qualified specialist, when possible and an annual report	0.25
Air quality monitoring	Monthly sampling and data collection, analysis of samples, monthly reporting and annual reporting on the NAAEIS	0.18
Vibration monitoring	Daily sampling and data collection, monthly reporting by an appropriate specialist	0.08
Noise monitoring	Annual noise monitoring by an appropriately qualified environmental noise specialist and report	0.16
In-house Environmental Management Resource	Liaison with authorities, the communities and other key stakeholders, general environmental management and coordination of the implementation of the EIA and EMPr and environmental authorization conditions	0.72
Compliance audit	External audit and reporting	0.18
Revision of closure provision	Annual review, recalculation and submission of report	0.38
Total (excl VAT, in December 2021 terms)		1.95

22.8 LoM closure liability calculations

The LoM closure liability for the Mphahlele Project is estimated in December 2021 terms to be ZAR354m. This comprises ZAR275m for the surface infrastructure at Portals A and B and the concentrator plan, and ZAR79m for the residue facilities.

Although these closure liability costs are preliminary and are not supported by a risk assessment or detailed closure planning, SRK is of the opinion that the costs are in the correct order of magnitude for the proposed operation. There is the opportunity to reduce the costs at the end of life of the project through developing and implementing a concurrent rehabilitation plan.

22.9 Post-closure environmental management, monitoring and reporting

Table 22.4 sets out the estimated post closure costs associated with the management, monitoring and reporting commitments in the EIA/EMP report. The assumption behind the costs is that the environmental management functions, apart from the in-house Environmental Management Resource, will be outsourced to appropriate third-party environmental practitioners.

The estimated costs for monitoring have been calculated for a seven-year period (i.e., one year for decommissioning and rehabilitation, three years for active maintenance and aftercare and three years for passive maintenance and aftercare).

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Table 22.4: Estimated annual environmental management costs – post closure

Activity	Activity Description	Costs (ZARm) (excluding VAT)
Groundwater	Post closure groundwater quality monitoring (per year for seven years)		0.57
Surface water	Post closure surface water monitoring (per year for seven years)		0.52
Biodiversity	Post closure biodiversity monitoring (per year for seven years)		0.76
In-house Environmental Management Resource	Liaison with authorities, the communities and other key stakeholders, general environmental management and coordination of the implementation of the EIA and EMPr and environmental authorization conditions	Decommissioning and Rehabilitation: Year 1 to 3 Post-closure: Year 4 to 6 Post-closure:	0.76 0.57 0.38
Compliance audit	External audit and reporting		0.17
Revision of closure provision	Annual review, recalculation and submission of report	Decommissioning and Rehabilitation: Year 1 to 3 Post-closure: Year 4 to 6 Post-closure:	0.37 0.27 0.21
Total (excl VAT, in December 2021 terms)		Decommissioning and Rehabilitation: Year 1 to 3 Post-closure: Year 4 to 6 Post-closure:	3.16 2.87 2.62

22.10 Social

SPM needs to adopt an integrated and holistic approach to managing the social challenges and risks associated with community expectations, legacy issues and the complex local governance dynamics.

22.11 Economic

While the production of PGM concentrate is only scheduled to occur in 2026, SPM should evaluate options for the treatment of the Mphahlele PGM concentrate.

These could include the treatment of the PGM concentrate at the Kell hydrometallurgical Plant to be constructed at PPM, the construction of a stand-alone Kell Plant at Mphahlele or securing an offtake agreement with a smelting/refining company in South Africa.

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23 RELIANCE ON INFORMATION PROVIDED BY REGISTRANT

[§229.601(b)(96)(iii)(B)(25)] [§229.1302(f)(2)]

SRK has relied on information provided by SPM (the registrant) and its advisors in preparing this TRS regarding the following aspects of the modifying factors which are outside of SRK’s expertise:

· Economic trends, economic data/ assumptions and forecast commodity prices and exchange rates (Sections 15);

· Marketing information (Section 15);

· Annual inflation indices and labour and power costs increases over the past ten years (Section 17);

· Legal matters, tenure and permitting/authorization status (Section 2.3); and

· Agreements with local communities (Section 16).

SRK believes it is reasonable to rely upon the registrant for the above information, for the following reasons:

· Commodity prices and exchange rates – SRK does not have in-house expertise in forecasting commodity prices and exchange rates and would defer to industry experts, such as CRU, for such information which came via the Company;

· Annual inflation indices as incorporated into the Company’s techno-economic models are the consumer price indices (CPI) which the Company had extracted from Statistics South Africa at http://www.statssa.gov.za;

· Legal matters – SRK does not have in-house expertise to confirm that all mineral rights and environmental authorisations/permits have been legally granted and correctly registered. SRK would defer to a written legal opinion on the validity of such rights and authorisations, which came via the Company.

SPM has confirmed in writing that to its knowledge, the information provided by it to SRK was complete and not incorrect, misleading or irrelevant in any material aspect. SRK has no reason to believe that any material facts have been withheld.

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24 REFERENCES

[§229.601(b)(96)(iii)(B)(24)

24.1 Documents provided by the Company

Bell, J.G. (2006) Interpretation of Aeromagnetics over the Mphahlele project area, South Africa.

CRU Group (CRU) (2021). PGMs & Chrome Market Study – Sedibelo, prepared for Sedibelo as part of their NYSE IPO support process by CRU International Limited, 5 July 2021.

CRU International Limited (CRU) (2022). Email Update confirmation CRU Price Forecast, received from Sedibelo, 21 January 2022.

DRA (2009). Section 9 Metallurgy Processing Dec09 - Revised Final, chapter 9 of Mphahlele Feasibility Study, compiled by DRA Mineral Projects (Pty) Ltd for Boynton Investments (Pty) Ltd, December 2009.

SFA Oxford Limited (SFA) (2021). Provision of PGM market intelligence and long-term metal price forecasts, prepared for Sedibelo Platinum by SFA Oxford Limited, March 2021.

Sedibelo Platinum Mines Ltd (SPM) (2022a). Techno-economic model (TEM) compiled in Microsoft Excel Mphahlele Model Rev 24 TRS - Smelting Scenario - 20220330 - 18.43.xlsb, 21 February 2022. 

SPM (2022b). MS Excel file WACC Analysis_Febr2022._FINAL.xlsx, received by email from Ms Elmarie Maritz, CFO for Sedibelo Platinum Mines, 7 February 2022.

SRK Consulting (South Africa) (Pty) Limited (SRK) (2017). A Competent Person’s Report of the PGM Assets of Sedibelo Platinum Mines Ltd in the Republic of South Africa, compiled by SRK Consulting (South Africa) (Pty) Ltd for Sedibelo Platinum Mines Ltd, issued February 2017.

SRK Consulting (South Africa) (Pty) Limited (SRK) (2020) 1. Updated Feasibility Study for Mphahlele PGM Project, compiled for Sedibelo Platinum Mines Ltd by SRK Consulting (South Africa) (Pty) Ltd (as Lead Consultant), with input from Middindi Consulting (Pty) Ltd (Rock Engineering), Sound Mining Solutions (Mining), DRA Projects (Pty) Ltd (Metallurgy), Epoch Resources (Pty) Ltd (tailings and waste rock disposal), Exxigo Consulting (Pty) Ltd (hydrogeology), Murray & Roberts Cementation (Pty) Ltd (Surface/Underground Infrastructure), BBE Consulting (Pty) Ltd (Ventilation) and SLR Consulting (Pty) Ltd (Environment, Closure) in 28 chapters, issued in December 2020.

SRK Consulting (South Africa) (Pty) Ltd (SRK) (2021). Competent Persons Report on SPM’s PGM Assets in South Africa (CRU Price Deck), compiled by SRK Consulting (South Africa) (Pty) Ltd for Sedibelo Platinum Mines Ltd, June 2021.

Van der Merwe, J. (2021). Summary of the Mineral Resources and Future Exploration for Sedibelo Platinum Mines (SPM) in the Western & Eastern Bushveld, prepared for Sedibelo Platinum Mines, March 2021.

Van der Merwe, J. (2022). Exploration_Capex Projects_FY2022-23_V6a_Oct2021_Sum.xlsx, as submitted in October 2021, received via email in February 2022.

24.2 Public Domain Documents

Barton, N. (2002). Some new Q-value Correlations to Assist in Site Characterization and tunnel design. International Journal of Rock Mechanics and Mining Sciences 39, 185-216.

Grimstad, E., and Barton, N. (1993). Updating of the Q-system for NMT. Proceedings of the International Symposium on Sprayed Concrete—Modern Use of Wet Mix Sprayed Concrete for Underground Support. Fagernes, Oslo, Norwegian Concrete Association.

Hudyma, M. (1988). Development of empirical rib pillar failure criterion for open stope mining. MSc thesis, Department of Mining and Mineral Processing, University of British Columbia, Vancouver, British Columbia, Canada.

1 Chapter 6: Rock Engineering of SRK (2020) was used extensively in the compilation of the current Mphahlele TRS. Subsequently, references cited therein are also included herein for transparency and completeness, for example: Potvin (1988).

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InfoMine.com (2021). Five-year historical USD/oz price graphs for 6E PGMs, downloaded on 13 September 2021, www.infomine.com

Kitco.com (2021). Five-year historical prices for Cu and Ni, downloaded on 13 September 2021, www.kitco.com

Lesego Platinum (2017) Lesego Platinum Investor Presentation, downloaded on 13 September 2021, https://www.lesego.com/pdf/Lesego-Investor-Presentation-November2017.pdf.

Potvin, Y. (1988). Empirical Stope Design in Canada. Ph.D Thesis. Department of Mining and Minerals Processing, University of British Columbia.

ESI Africa (2021). Legal firm comments on South Africa’s embedded generation changes, 18 August 2021. Accessed https://www.esi-africa.com/industry-sectors/transmission-and-distribution/legal-firm-comments-on-south-africas-embedded-generation-changes/; date of access 14 September 2021.

Stimpson, B. (1989). A Simplified Conceptual Model for Estimating Roof Bolting Requirements. International Journal of Mining and Geological Engineering, 7, 147-162.

Sibanye-Stillwater (2020) Mineral Resources and Mineral Reserves Report 2020, downloaded on 13 September 2021, https://reports.sibanyestillwater.com/2020/download/SSW-RR20.pdf.

SAMESG (2017). The South African Guideline for the reporting of Environmental, Social and Governance Parameters within the Solid Minerals and Oil and Gas Industries, prepared by the South African Environmental, Social and Governance (SAMESG) Committee under the auspices of the SAIMM and GSSA, June 2017. Available https://www.samcode.co.za/

SAMREC (2016). The South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves (The SAMREC Code): prepared by The South African Mineral Resource Committee under the joint auspices of the Southern African Institute for Mining and Metallurgy and the Geological Society of South Africa, released May 2016. Available https://www.samcode.co.za/

Sedibelo Platinum Mines Ltd (SPM) (2019). Mineral Resources and Reserves as at Dec 2019, https://www.sedibeloplatinum.com/documents/SPM_Mineral_Resources_Reserves_December_2019_Website.pdf, downloaded 31 December 2021.

SFA Oxford Ltd (SFA) (2021). Platinum-Group Metals Market Outlook, downloaded 21 May 2021, https://www.sfa-oxford.com/reports.

UBS Switzerland AG (UBS) (2021). Consensus Economics’ price and ZAR:USD exchange rate forecasts given in real terms for four years from 2021 to 2024, downloaded 31 December 2020, https://financialservicesinc.ubs.com/wealth/Ourresearchadvantage/ForeignExchangeOurresearchadvantage.html.

XE.com Inc. (previously known as Xenon Laboratories Incorporated) (2021). Historical ZAR:USD exchange rates, downloaded on 17 January 2022, www.xe.com.

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25 DATE AND SIGNATURE PAGE

[SR9.1 (i) (ii)]

This TRS documents the Mineral Resource and Mineral Reserve statements for SPM’s Mphahlele Project located in the Republic of South Africa as prepared by SRK in accordance with the requirements of SK1300 and the SAMREC Code.

The opinions expressed in this TRS are correct at the Effective Date of 31 December 2021.

SRK Consulting (South Africa) (Pty) Ltd

Authorized Signatory

[SR9.1(iii)]

(Report Date:                  14 April 2022) 

(Effective Date:               31 December 2021)

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GLOSSARY OF TERMS, ABBREVIATIONS, UNITS

TERMS

Term	Description
alluvial	derived from alluvium
alluvial fan	an accumulation of sediments shaped like a section of a shallow cone with its apex at a point source of sediments, such as a narrow canyon emerging from an escarpment
alluvium	loose clay, silt, sand, or gravel that has been deposited by running water
anorthosite	an intrusive igneous rock composed mainly of calcium-rich plagioclase feldspar
anticline	rock strata folded to give a convex upward structure
apophysis(es)	a tapering offshoot(s) from a larger igneous intrusive mass
artisanal	a term describing an informal miner using unsophisticated recovery methods
assay	the chemical analysis of ore samples to determine their metal content.
basalt	an extrusive igneous rock formed from the rapid cooling of low-viscosity lava rich in magnesium and iron (mafic lava) exposed at or very near the surface; more than 90% of all volcanic rock on Earth is basalt
Bushveld Complex	The BC is a magmatic layered mafic intrusion. As one of the largest known differentiated igneous bodies, it hosts world class deposits of PGMs, nickel, copper, chrome and vanadium.
chalcopyrite	an important copper mineral commonly called ‘fool’s gold’ – Cu2S.Fe2S2
chalcopyrite	a copper iron sulfide mineral with the chemical formula CuFeS2
chromitite	an oxide mineral composed primarily of iron(II) oxide and chromium(III) oxide compounds with the chemical formula of FeCr2O4
dip	the angle of inclination from the horizontal of a geological feature.
dunite	an igneous, plutonic rock, of ultramafic composition, with coarse-grained or phaneritic texture. The mineral assemblage is greater than 90% olivine, with minor amounts of other minerals such as pyroxene, chromite, magnetite, and pyrope
fault	a break in the continuity of a body of rock, usually accompanied by movement on one side of the break or the other so that what were once parts of one continuous rock stratum or vein are now separated
felsic	an adjective describing igneous rocks that are relatively rich in elements that form feldspar and quartz
footwall	the underlying side of a fault, orebody, or mine working
granite	a coarse-grained intrusive igneous rock composed mostly of quartz, alkali feldspar, and plagioclase
granitoid	a generic term for a diverse category of coarse-grained igneous rocks that consist predominantly of quartz, plagioclase, and alkali feldspar
hangingwall	the overlying side of an orebody, fault, or mine working,
harzburgite	an ultramafic, igneous rock consisting mostly of olivine and low-calcium pyroxene
Holocene	the current geological epoch, which began after the last glacial period (approximately 11 650 years before present)
Indicated Mineral Resource	that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing which is sufficient to assume geological and grade or quality continuity between points of observation.
Inferred Mineral Resource	that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve.
Iron-rich ultramafic pegmatoid	resulting from metasomatism by iron-rich fluids. The replacement pegmatoid is usually coarse-grained to pegmatoidal but is of variable texture
Karoo Supergroup	a sequence of mostly nonmarine units, deposited between the Late Carboniferous and Early Jurassic periods
Kriging	an interpolation method that minimizes the estimation error in the determination of a mineral resource.
layered intrusion	a large sill-like body of igneous rock which exhibits vertical layering or differences in composition and texture
lopolith	a large igneous intrusion which is lenticular in shape with a depressed central region. Lopoliths are generally concordant with the intruded strata with dike or funnel-shaped feeder bodies below the body. The
mafic	a silicate mineral or igneous rock rich in magnesium and iron
magma	the molten or semi-molten natural material from which all igneous rocks are formed
Measured Mineral Resource	that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit.. Geological evidence is derived from detailed and reliable exploration, sampling and testing which is sufficient to confirm geological and grade or quality continuity between points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proved Mineral Reserve or a Probable Mineral Reserve.
metasedimentary	originally a sedimentary rock which has undergone a degree of metamorphism but the physical characteristics of the original material is not destroyed

Mineral Reserve the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at Pre-Feasibility or Feasibility

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Term	Description
	level as appropriate that include applications of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which Mineral Reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different, such as for saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported.
Mineral Resource	a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such a form, grade or quality, and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling.
norite	a mafic intrusive igneous rock composed largely of the calcium-rich plagioclase labradorite, orthopyroxene, and olivine
oikocrysts	in poikilitic fabric, the enclosing crystal
olivine	the name of a group of rock-forming minerals that are typically found in mafic and ultramafic igneous rocks such as basalt, gabbro, dunite, diabase, and peridotite
outcrop	a visible exposure of bedrock or ancient superficial deposits on the surface of the Earth
overburden	material, usually barren rock overlying a useful mineral deposit.
pegmatite	a coarsely crystalline igneous rock with crystals several centimetres in length
pegmatoid	a rock resembling or similar in structure to pegmatite, but usually lacking a graphic appearance
pentlandite	an iron–nickel sulfide with the chemical formula (Fe,Ni)9S8
plagioclase feldspar	a group of feldspar minerals that form a solid solution series ranging from pure albite, Na(AlSi3O8), to pure anorthite, Ca(Al2Si2O8).
poikilitic	a texture of igneous rocks in which numerous smaller grains of various minerals in random orientation are completely enclosed within a large, optically continuous crystal of different composition
pothole	circular to oval-shaped depressions within the Merensky Reef and UG2 Reef. Within the depression, the reef unit may crosscut the footwall stratigraphy at a high angle and ultimately lie at a lower stratigraphic elevation than the typical reef. Within the pothole, anomalous hangingwall, footwall and reef stratigraphy may be developed. In some instances, the reef within a pothole may have higher than average grades; in others it may be uneconomic. In extreme cases, reef is not recognisable within the pothole.
Probable Mineral Reserve	the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proved Mineral Reserve.
Proterozoic	of or relating to the later of the two divisions of Precambrian time, from approximately 2.5 billion to 570 million years ago, marked by the build-up of oxygen and the appearance of the first multicellular eukaryotic life forms
Proved Mineral Reserve	the economically mineable part of a Measured Mineral Resource. A Proved Mineral Reserve implies a high degree of confidence in the Modifying Factors.
pyrite	an iron sulfide mineral with the chemical formula FeS2 (iron (II) disulfide); pyrite is the most abundant sulfide mineral
pyroxenite	an ultramafic igneous rock consisting essentially of minerals of the pyroxene group
pyrrhotite	an iron sulfide mineral with the formula Fe(1-x)S (x = 0 to 0.2)
reef	a thin, continuous layer of ore-bearing rock
RoM	Run-of-Mine – usually ore produced from the mine for delivery to the process plant.
SAMREC Code	The South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves (The SAMREC Code), 2016 Edition, compiled by the Working Group of the SSC Committee under the joint auspices of the Southern African Institute of Mining and Metallurgy (SAIMM) and the Geological Society of South Africa (GSSA).
Serpentine	a name used for a large group of minerals that fit the generalized formula (Mg,Fe,Ni, Mn,Zn)2-3(Si,Al,Fe)2O5(OH)4
serpentinize	to convert into serpentine
stratigraphic column	a grouping of sequences of strata onto systems
Stipping ratio	ratio of waste rock to ore in an open pit mining operation
sulfide	an inorganic anion of sulfur with the chemical formula S2− or a compound containing one or more S2− ions
tailings	refuse or dross remaining after the mineral has been removed from the ore - metallurgical plant waste product
ultramafic	igneous and meta-igneous rocks with a very low silica content (<45%), generally >18% MgO, high FeO, low potassium, and are composed of usually >90% mafic minerals (dark colored minerals with high magnesium and iron content)
variogram	a measure of the average variance between sample locations as a function of sample separation
volcanics	rocks formed from lava erupted from a volcano
Waterberg Group	a clastic sedimentary succession of coarse siliclastic rocks preserved across the northern part of the Kaapvaal Craton

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ABBREVIATIONS

Acronym	Definition
2D	two dimensional
4E	shorthand for Pt + Pd + Rh + Au
6E	shorthand for 4E + Ir + Ru
AAS	Atomic Absorption Spectrometry
AG	autogenous grinding
AMD	Acid Mine Drainage
AMIS	African Mineral Standards
BAP	Biodiversity Action Plan
BEE	black economic empowerment
B-BBEE	Broad-Based Black Economic Empowerment
BBKT	Bakgatla Ba-Kgafela Tribe
BC	Bushveld Complex
BEE	Black Economic Empowerment
BOQ	Bills of Quantities
Boynton	Boynton Investments (Pty) Ltd
BWI	Bond Ball Mill Work Indices
Capex	Capital expenditure
Charter I	Mining Charter, 1 May 2004
Charter II	Amended Mining Charter, 2010
Charter III	Amended Mining Charter, June 2017, now withdrawn
CoG	cut-off grade
CoP	Codes of Practice
COO	Chief Operating Officer
CPI	consumer price indices
CRM	certified reference material
CRP	chromite recovery plant
CRU	CRU International Ltd
DAP	Delivered at premises
DEFF	Department of Environment, Forestry and Fisheries
DHSWS	Department of Human Settlements, Water and Sanitation
DMRE	Department of Mineral Resources and Energy
DMS	Dense Media Separation
DPM	diesel particulate matter
E	Young’s modulus
EBIT	earnings before interest and taxes
ECA	Environmental Conservation Act (Act 73 of 1989)
ED	Enterprose Development
EIA	Environmental Impact Assessment
EMI	Environmental Management Inspectors
EMP	Environmental Management Programme
EMPr	Environmental Management Programme Report
EPCM	Engineering, Procurement and Construction Management
FAR	fresh air raise
FS	Feasibility Study
FW	Footwall
G&A	general and administration
GHG	Green House Gas
GISTM	Global Industry Standard on Tailings Management
GNR	Government Notice Regulation
GPS	global positioning system
HARD	Half Absolute Relative Difference
HDSA	Historically Disadvantaged South Africans
HR	Human resources
HRD	Human Resources Development
ICE	internal combustion engine
ICP-MS	Inductivly Coupled Plasma - Mass Spectroscopy
ICP-OES	Inductivly Coupled Plasma - Optical Emission Spectroscopy
ID2	Inverse Distance Squared
IDC	Industrial Development Corporation of South Africa
Impala	Impala Platinum Ltd
IRS	Impala Refining Services
IRR	Internal rate of return

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Acronym	Definition
IRUP	Iron-Rich Ultramafic Pegmatoids
JCI	Johannesburg Consolidated Investments
JIBAR	Johannesburg Interbank Average Rate
JSE	JSE Limited
Lakefield	Lakefield laboratory
LED	local economic development
LG	Lower Group
LGS	Lebowa Granite Suite
LHD	load-haul-dump
LHOS	long hole open stoping
LoM	Life-of-mine
LT	long term
LWUA	Lebalelo Water Users Association
M&I	Measured and Indicated (Measured and Indicated Mineral Resources)
MCDT	Mphahlele Community Development Trust
MF2	mill-float-mill-float
MG	Middle Group
MHSA	Mine Health and Safety Act (Act No 29 of 1996)
Moepi	Moepi Capital (Pty) Ltd
Mphahlele	Mphahlele PGM Project
MPRDA	Mineral and Petroleum Resources Development Act No 28 of 2002
MR	Merensky Reef
MRA	Mining Right Application
MRMR	Laubscher’s Mining Rock Mass System
MTS	Managing Transformation Systems
MWP	Mine Works Programme
N’	Stability Number
NCCRP	National Climate Change Response Policy
NDC	National Determined Contribution
NDP	National Development Plan
NEM:AQA	National Environmental Management: Air Quality Act (Act 39 of 2004)
NEM:BA	National Environmental Management: Biodiversity Act (10 of 2004)
NEM:PAA	National Environmental Management: Protected Areas Act (57 of 2003)
NEM:WA	National Environmental Management: Waste Act (Act 59 of 2008)
NEMA	National Environmental Management Act (Act 107 of 1998)
NERSA	National Energy Regulator of South Africa
NFA	National Forests Act (Act 84 of 1998)
NGER	National Greenhouse Gas Emission Reporting Regulations
NHRA	National Heritage Resources Act (Act 25 of 1999)
NOMR	New order mining right
NOPR	New order prospecting right
NPAT	net profit after tax
NPV	Net Present Value
NWA	National Water Act (Act 36 of 1998)
OEL	occupational exposure limits
OK	Ordinary Kriging
Opex	Operating expenditure
ORJWF	Olifants River Joint Water Forum
ORWRDP	Oliphant’s River Water Resources Development Project
Pallinghurst	Pallinghurst Ivy Lane S.a.r.l.
PCD	Pollution Control Dam
PFS	Prefeasibility Study
PGM	platinum group metal
Platmin	Platmin Limited
PoC	proof of concept
PPM	Pilanesberg Platinum Mine
PSA	pool-and-share arrangement
Q	Barton’s Q Rock Mass Rating System
QA/QC	Quality Assurance / Quality Control
QP	Qualified Person
QS	Quantity Surveyor
RAR	return air raises
RAW	return airway

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Acronym	Definition
RBH	raise bore holes
RG	Rooiberg Group
RLS	Rustenburg Layered Suite
RoM	Run of Mine
RPEE	Reasonable Prospects of Economic Extraction
RPM	Rustenburg Platinum Mines Ltd
RQD	Rock Quality Designation
RWD	return water dam
RWI	Bond Rod Mill Work Indices
SARM	South African Reference Material
SARS	South African Revenue Services
SD	Supplier Development
SEC	Securities and Exchange Commission
SEP	Stakeholder Engagement Plan
SFA	Steve Forrest & Associates
SGS	SGS Lakefield Research Africa (Pty) Ltd
SHEQ	safety, health, environment and quality
SIB	Stay in business
SK1300	Subpart 1300 of Regulation S-K
SLP	Social and Labour Plan
SPM	Sedibelo Platinum Mines Ltd
SRK	SRK Consulting (South Africa) (Pty) Ltd
SWMP	Stormwater Management Plan
Tameng	Tameng Mining & Exploration Holdings (Pty) Ltd
TCR	Total Core Recovery
TEM	Technical-economic model
TEP	Technical-economic parameter
TMM	trackless mobile machinery
TRS	Technical Report Summary
TSF	tailings storage facility
TSP	tailings scavenging circuit
U/G	underground
UBS	UBS AG Investment Bank
UCS	Uniaxial Compressive Strength
UG	Upper Group
UG2	UG2 Reef
UV	utility vehicle
v	Poisson’s ratio
WACC	weighted average cost of capital
WHO	World Health Organization
WUL	Water Use Licence
WULA	Water Use Licence Application

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CHEMICAL ELEMENTS and MINERALS

Symbol	Element
Au	gold
Cl	chlorine
Co	cobalt
Cr	chromium
Cr2O3	chromite
Cu	copper
Cu2S	chalcocite
Cu5FeS4	bornite
Cu9S5	digenite
CuS	covellite
Fe2+Ni23+S4	violarite
(Fe,Ni)S2	bravoite
Ir	iridium
Ni	nickel
NiS	nickel sulfide
Os	osmium
Pd	palladium
PdS2	laurite
(Pd,Pt)(Te,Bi)2	meremskyite
(Pd,Pt)BiTe	michnerite
Pt	platinum
PtAs2	sperrylite
(Pt,Pd)(Te,Bi)2	moncheite
(Pt,Pd,Ni S)	braggite
PtS	cooperite
Rh	rhodium
Ru	ruthenium
S	sulfur
V	vanadium

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UNITS

Acronym	Definition
°	degrees
%	percentage
A	ampere
cm	a centimetre
g/t	grams per metric tonne – metal concentration
ha	a hectare
kg	one thousand grams
km	a kilometre
ktpa	a thousand tonnes per annum
ktpm	a thousand tonnes per month
kV	one thousand volts
kVA	one thousand volt-amperes
kWh	kilowatt hour
m	a metre
m3	cubic metre
mamsl	metres above mean sea level
mbs	metres below surface
mm	millimetre
Ma	a million years before present
mg/ℓ	milligrams per litre
MPa	a million pascals
mS/m	milliSiemens per metre
Mt	a million metric tonnes
Mtpa	a million tonnes per annum
MVA	a million volt-amperes
MW	a million watts
oz	ounce
t	a metric tonne (1 000 kg)
t/m3	density measured as metric tonnes per cubic metre
tpa	tonnes per annum
USD	United States Dollar
USD/oz	US Dollars per ounce
V	volt
ZAR	South African Rand
ZARbn	billion SA Rands
ZARm	million SA Rands
ZAR/oz	SA Rand per ounce
ZAR/t	SA Rand per tonne

SRK Report date: 14 April 2022
Effective Date: 31 December 2021

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COMPLIANCE WITH TABLE 1 OF SAMREC CODE (2016)

SAMREC TABLE 1						Section in the TRS where this is located
			Exploration Results	Mineral Resources	Mineral Reserves	Mphahlele Project
Section 1: Project Outline
1.1	Property Description	(i)	Brief description of the scope of project (i.e. whether in preliminary sampling, advanced exploration, scoping, pre-feasibility, or feasibility phase, LoM plan for an ongoing mining operation or closure).			ES1 ES3 1.1 1.2
		(ii)	Describe (noting any conditions that may affect possible prospecting/mining activities) topography, elevation, drainage, fauna and flora, the means and ease of access to the property, the proximity of the property to a population centre, and the nature of transport, the climate, known associated climatic risks and the length of the operating season and to the extent relevant to the mineral project, the sufficiency of surface rights for mining operations including the availability and sources of power, water, mining personnel, potential tailings storage areas, potential waste disposal areas, heap leach pad areas, and potential processing plant sites.			2.3 3.1 3.2 3.3 14.1 14.7 16.4
		(iii)	Specify the details of the personal inspection on the property by each CP or, if applicable, the reason why a personal inspection has not been completed.			1.4
1.2	Location	(i)	Description of location and map (country, province, and closest town/city, coordinate systems and ranges, etc.).			ES3 2.1
		(ii)	Country Profile: describe information pertaining to the project host country that is pertinent to the project, including relevant applicable legislation, environmental and social context etc. Assess, at a high level, relevant technical, environmental, social, economic, political and other key risks.			2.3
		(iii)	Provide a general topocadastral map.	Provide a Topo-cadastral map in sufficient detail to support the assessment of eventual economics. State the known associated climatic risks.	Provide a detailed topo-cadastral map. Confirm that applicable aerial surveys have been checked with ground controls and surveys, particularly in areas of rugged terrain, dense vegetation or high altitude.	Figure 2.2
1.3	Adjacent Properties	(i)	Discuss details of relevant adjacent properties If adjacent or nearby properties have an important bearing on the report, then their location and common mineralized structures should be included on the maps. Reference all information used from other sources.			19 24
1.4	History	(i)	State historical background to the project and adjacent areas concerned, including known results of previous exploration and mining activities (type, amount, quantity and development work), previous ownership and changes thereto.			4
		(ii)	Present details of previous successes or failures with reasons why the project may now be considered potentially economic.			4
		(iii)		Discuss known or existing historical Mineral Resource estimates and performance statistics on actual production for past and current operations.		ES6 4
		(iv)			Discuss known or existing historical Mineral Reserve estimates and performance statistics on actual production for past and current operations.	4
1.5	Legal Aspects and Permitting	Confirm the legal tenure to the satisfaction of the CP, including a description of the following:
		(i)	Discuss the nature of the issuer’s rights (e.g. prospecting and/or mining) and the right to use the surface of the properties to which these rights relate. Disclose the date of expiry and other relevant details.			2.2 2.3.2 2.3.4 2.3.5 Table 2.2
		(ii)	Present the principal terms and conditions of all existing agreements, and details of those still to be obtained, (such as, but not limited to, concessions, partnerships, joint ventures, access rights, leases, historical and cultural sites, wilderness or national park and environmental settings, royalties, consents, permission, permits or authorisations).			2.2 2.3.2
		(iii)	Present the security of the tenure held at the time of reporting or that is reasonably expected to be granted in the future along with any known impediments to obtaining the right to operate in the area. State details of applications that have been made.			2.2 2.3.2 16.8
		(iv)	Provide a statement of any legal proceedings for example; land claims, that may have an influence on the rights to prospect or mine for minerals, or an appropriate negative statement.			2.2 2.3 2.3.6 2.3.7
		(v)	Provide a statement relating to governmental/statutory requirements and permits as may be required, have been applied for, approved or can be reasonably be expected to be obtained.			2.2 2.3.2 16.8
1.6	Royalties	(i)	Describe the royalties that are payable in respect of each property.			2.2 2.2.5 2.6
1.7	Liabilities	(i)	Describe any liabilities, including rehabilitation guarantees that are pertinent to the project. Provide a description of the rehabilitation liability, including, but not limited to, legislative requirements, assumptions and limitations.			16.7
Section 2: Geological Setting, Deposit, Mineralisation

2.1	Geological Setting, Deposit, Mineralisation	(i)	Describe the regional geology.	ES4 5.1
		(ii)	Describe the project geology including deposit type, geological setting and style of mineralisation.	ES4 5.1 5.2

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	Exploration Results	Mineral Resources	Mineral Reserves	Mphahlele Project

		(iii)	Discuss the geological model or concepts being applied in the investigation and on the basis of which the exploration program is planned. Describe the inferences made from this model.	ES4 5.1 5.2 6.1 6.2
		(iv)	Discuss data density, distribution and reliability and whether the quality and quantity of information are sufficient to support statements, made or inferred, concerning the Exploration Target or Mineralisation.	ES4 5.1 5.2 6.1 6.2
		(v)	Discuss the significant minerals present in the deposit, their frequency, size and other characteristics. Includes minor and gangue minerals where these will have an effect on the processing steps. Indicate the variability of each important mineral within the deposit.	ES4 5.1 5.2
		(vi)	Describe the significant mineralised zones encountered on the property, including a summary of the surrounding rock types, relevant geological controls, and the length, width, depth, and continuity of the mineralisation, together with a description of the type, character, and distribution of the mineralisation.	ES4 5.1 5.2
		(vii)	Confirm that reliable geological models and / or maps and cross sections that support interpretations exist.	ES4 5.1 5.2 6.1
Section 3: Exploration and Drilling, Sampling Techniques and Data
3.1	Exploration	(i)	Describe the data acquisition or exploration techniques and the nature, level of detail, and confidence in the geological data used (i.e. geological observations, remote sensing results, stratigraphy, lithology, structure, alteration, mineralisation, hydrology, geophysical, geochemical, petrography, mineralogy, geochronology, bulk density, potential deleterious or contaminating substances, geotechnical and rock characteristics, moisture content, bulk samples etc.). Confirm that data sets include all relevant metadata, such as unique sample number, sample mass, collection date, spatial location etc.	ES5 6.1 6.3 6.4 12.1
		(ii)	Identify and comment on the primary data elements (observation and measurements) used for the project and describe the management and verification of these data or the database. This should describe the following relevant processes: acquisition (capture or transfer), validation, integration, control, storage, retrieval and backup processes. It is assumed that data are stored digitally but hand-printed tables with well organized data and information may also constitute a database.	6.1 8.1 8.2 8.3
		(iii)	Acknowledge and appraise data from other parties and reference all data and information used from other sources.	6.1 6.2 24
		(iv)	Clearly distinguish between data / information from the property under discussion and that derived from surrounding properties.	6.1 6.2
		(v)	Describe the survey methods, techniques and expected accuracies of data. Specify the grid system used.	6.1 6.2
		(vi)	Discuss whether the data spacing and distribution is sufficient to establish the degree of geological and grade continuity appropriate for the estimation procedure(s) and classifications applied.	6.1 6.2
		(vii)	Present representative models and / or maps and cross sections or other two or three dimensional illustrations of results, showing location of samples, accurate drill-hole collar positions, down-hole surveys, exploration pits, underground workings, relevant geological data, etc.	6.1 6.2
		(viii)	Report the relationships between mineralisation widths and intercept lengths are particularly important, the geometry of the mineralisation with respect to the drill hole angle. If it is not known and only the down-hole lengths are reported, confirm it with a clear statement to this effect (e.g. ‘down-hole length, true width not known’).	6.1 6.2
3.2	Drilling Techniques	(i)	Present the type of drilling undertaken (e.g. core, reverse circulation, open-hole hammer, rotary air blast, auger, Banka, sonic, etc.) and details (e.g. core diameter, triple or standard tube, depth of diamond tails, face-sampling bit or other type, whether core is oriented and if so, by what method, etc.).	ES5 6.1 6.2
		(ii)	Describe whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estimation, technical studies, mining studies and metallurgical studies.	ES5 6.1 6.2
		(iii)	Describe whether logging is qualitative or quantitative in nature; indicate if core photography. (or costean, channel, etc.) was undertaken.	ES5 6.1 6.2
		(iv)	Present the total length and percentage of the relevant intersections logged.	ES5 6.1 6.2
		(v)	Results of any downhole surveys of the drill hole to be discussed.	ES5 6.1 6.2

3.3	Sample method, collection, capture and storage	(i)	Describe the nature and quality of sampling (e.g. cut channels, random chips, or specific specialised industry standard measurement tools appropriate to the minerals under investigation, such as down hole gamma sondes, or handheld XRF instruments, etc.). These examples should not be taken as limiting the broad meaning of sampling.	6.2 6.4
		(ii)	Describe the sampling processes, including sub-sampling stages to maximize representivity of samples. This should include whether sample sizes are appropriate to the grain size of the material being sampled. Indicate whether sample compositing has been applied.	6.2 6.4
		(iii)	Appropriately describe each data set (e.g. geology, grade, density, quality, diamond breakage, geo-metallurgical characteristics etc.), sample type, sample-size selection and collection methods.	6.2 6.4

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	Exploration Results	Mineral Resources	Mineral Reserves	Mphahlele Project

		(iv)	Report the geometry of the mineralisation with respect to the drill-hole angle. State whether the orientation of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type. State if the intersection angle is not known and only the downhole lengths are reported.	6.2
		(v)	Describe retention policy and storage of physical samples (e.g. core, sample reject, etc.).	6.2
		(vi)	Describe the method of recording and assessing core and chip sample recoveries and results assessed, measures taken to maximise sample recovery and ensure representative nature of the samples and whether a relationship exists between sample recovery and grade and whether sample bias may have occurred due to preferential loss/gain of fine/coarse material.	6.2
		(vii)	If a drill-core sample is taken, state whether it was split or sawn and whether quarter, half or full core was submitted for analysis. If a non-core sample, state whether the sample was riffled, tube sampled, rotary split etc. and whether it was sampled wet or dry.	6.2
3.4	Sample Preparation and Analysis	(i)	Identify the laboratory(s) and state the accreditation status and Registration Number of the laboratory or provide a statement that the laboratories are not accredited.	7 7.1 7.2
		(ii)	Identify the analytical method. Discuss the nature, quality and appropriateness of the assaying and laboratory processes and procedures used and whether the technique is considered partial or total.	7 7.1 7.2
		(iii)	Describe the process and method used for sample preparation, sub-sampling and size reduction, and likelihood of inadequate or non representative samples (i.e. improper size reduction, contamination, screen sizes, granulometry, mass balance, etc.).	7 7.1 7.2
3.5	Sampling Governance	(i)	Discuss the governance of the sampling campaign and process, to ensure quality and representivity of samples and data, such as sample recovery, high grading, selective losses or contamination, core/hole diameter, internal and external QA/QC, and any other factors that may have resulted in or identified sample bias.	7 7.1 7.2 7.3
		(ii)	Describe the measures taken to ensure sample security and the Chain of Custody.	7 7.1 7.2 7.4
		(iii)	Describe the validation procedures used to ensure the integrity of the data, e.g. transcription, input or other errors, between its initial collection and its future use for modelling (e.g. geology, grade, density, etc.).	7.1 7.2 7.3
		(iv)	Describe the audit process and frequency (including dates of these audits) and disclose any material risks identified.	7.1 7.2 7.4
3.6	Quality Control/Quality Assurance	(i)	Demonstrate that adequate field sampling process verification techniques (QA/QC) have been applied, e.g. the level of duplicates, blanks, reference material standards, process audits, analysis, etc. If indirect methods of measurement were used (e.g. geophysical methods), these should be described, with attention given to the confidence of interpretation.	7 7.1 7.3 7.3.1 7.3.2 8.1 8.2 8.3
3.7	Bulk Density	(i)	Describe the method of bulk density determination with reference to the frequency of measurements, the size, nature and representativeness of the samples.	10.1.1
		(ii)	If target tonnage ranges are reported state the preliminary estimates or basis of assumptions made for bulk density.	10.1.1
		(iii)	Discuss the representivity of bulk density samples of the material for which a grade range is reported.	10.1.1
		(iv)	Discuss the adequacy of the methods of bulk density determination for bulk material with special reference to accounting for void spaces (vugs, porosity etc.), moisture and differences between rock and alteration zones within the deposit.	10.1.1
3.8	Bulk-Sampling and/or trial-mining	(i)	Indicate the location of individual samples (including map).	Not applicable
		(ii)	Describe the size of samples, spacing/density of samples recovered and whether sample sizes and distribution are appropriate to the grain size of the material being sampled.	Not applicable
		(iii)	Describe the method of mining and treatment.	Not applicable
		(iv)	Indicate the degree to which the samples are representative of the various types and styles of mineralisation and the mineral deposit as a whole.	Not applicable
Section 4: Estimation and Reporting of Exploration Results and Mineral Resources

4.1	Geological model and interpretation	(i)	Describe the geological model, construction technique and assumptions that forms the basis for the Exploration Results or Mineral Resource estimate. Discuss the sufficiency of data density to assure continuity of mineralisation and geology and provide an adequate basis for the estimation and classification procedures applied.	7 10.1
		(ii)	Describe the nature, detail and reliability of geological information with which lithological, structural, mineralogical, alteration or other geological, geotechnical and geo-metallurgical characteristics were recorded.	7 10.1 12.1

(iii) Describe any obvious geological, mining, metallurgical, environmental, social, infrastructural, legal and economic factors that could have a significant effect on the prospects of any possible exploration target or deposit. 7 10.1

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	Exploration Results	Mineral Resources	Mineral Reserves	Mphahlele Project

		(iv)		Discuss all known geological data that could materially influence the estimated quantity and quality of the Mineral Resource.	7 10.1 10.5
		(v)		Discuss whether consideration was given to alternative interpretations or models and their possible effect (or potential risk) if any, on the Mineral Resource estimate.	7 10.1
		(vi)		Discuss geological discounts (e.g. magnitude, per reef, domain, etc.), applied in the model, whether applied to mineralized and / or un-mineralized material (e.g. potholes, faults, dykes, etc.).	ES6 7 10.2 10.5
4.2	Estimation and modelling techniques	(i)	Describe in detail the estimation techniques and assumptions used to determine the grade and tonnage ranges.		10.1 Table 10.1
		(ii)		Discuss the nature and appropriateness of the estimation technique(s) applied and key assumptions, including treatment of extreme grade values (cutting or capping), compositing (including by length and/or density), domaining, sample spacing, estimation unit size (block size), selective mining units, interpolation parameters and maximum distance of extrapolation from data points.	ES6 ES7 10.2 10.4
		(iii)		Describe assumptions and justification of correlations made between variables.	10.1 10.4
		(iv)		Provide details of any relevant specialized computer program (software) used, with the version number, together with the estimation parameters used.	10.2 10.4
		(v)		State the processes of checking and validation, the comparison of model information to sample data and use of reconciliation data, and whether the Mineral Resource estimate takes account of such information.	10.5.1
		(vi)		Describe the assumptions made regarding the estimation of any co-products, by-products or deleterious elements.	10.2
4.3	Reasonable prospects for eventual economic extraction	(i)		Disclose and discuss the geological parameters. These would include (but not be limited to) volume / tonnage, grade and value / quality estimates, cut-off grades, strip ratios, upper- and lower- screen sizes.	10.1 10.4
		(ii)		Disclose and discuss the engineering parameters. These would include mining method, dilution, processing, geotechnical, geohydraulic and metallurgical) parameters.	ES7 6.3 6.4 10.4 12.3 12.3.1 12.3.3
		(iii)		Disclose and discuss the infrastructural including, but not limited to, power, water, site-access.	10.4
		(iv)		Disclose and discuss the legal, governmental, permitting, statutory parameters.	ES9 2.2 2.3 2.4 2.6 10.4 16.4 16.5 16.7 16.8
		(v)		Disclose and discuss the environmental and social (or community) parameters.	10.4 16.1 16.3 16.5 16.5.1 16.5.2 16.5.2 16.5.4 16.5.5 16.6 16.8
		(vi)		Disclose and discuss the marketing parameters.	10.4 15
		(vii)		Disclose and discuss the economic assumptions and parameters. These factors will include, but not limited to, commodity prices and potential capital and operating costs.	ES8 10.4 17.1 17.2
		(viii)		Discuss any material risks.	10.4 11.6 17.3
		(ix)		Discuss the parameters used to support the concept of "eventual".	10.4
4.4	Classification Criteria	(i)		Describe criteria and methods used as the basis for the classification of the Mineral Resources into varying confidence categories.	10.3
4.5	Reporting	(i)	Discuss the reported low and high-grades and widths together with their spatial location to avoid misleading the reporting of Exploration Results, Mineral Resources or Mineral Reserves.		ES6

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	Exploration Results	Mineral Resources	Mineral Reserves	Mphahlele Project

		(ii)	Discuss whether the reported grades are regional averages or if they are selected individual samples taken from the property under discussion.			ES6 10.2 10.4
		(iii)	State assumptions regarding mining methods, infrastructure, metallurgy, environmental and social parameters. State and discuss where no mining related assumptions have been made.			9 12.3.3 14 16.3 16.4 16.5 16.5.5
		(iv)	State the specific quantities and grades / qualities which are being reported in ranges and/or widths, and explain the basis of the reporting.			ES6 10.2 10.4
		(v)		Present the detail for example open pit, underground, residue stockpile, remnants, tailings, and existing pillars or other sources in the Mineral Resource statement.		ES6 10.2 10.4
		(vi)		Present a reconciliation with any previous Mineral Resource estimates. Where appropriate, report and comment on any historic trends (e.g. global bias).		10.5.1
		(vii)		Present the defined reference point for the tonnages and grades reported as Mineral Resources. State the reference point if the point is where the run of mine material is delivered to the processing plant. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported.		ES6 11.2
		(viii)	If the CP is relying on a report, opinion, or statement of another expert who is not a CP, disclose the date, title, and author of the report, opinion, or statement, the qualifications of the other expert and why it is reasonable for the CP to rely on the other expert, any significant risks and any steps the CP took to verify the information provided.			7.4 8.1 8.2 8.3 10.1 10.3 10.5 11.6 17.1 17.2 17.3 18.1 23 24
		(ix)	State the basis of equivalent metal formulae, if applied.			10.6
Section 5: Technical Studies
5.1	Introduction	(i)	Technical Studies are not applicable to Exploration Results.	State the level of study – whether scoping, prefeasibility, feasibility or ongoing LoM.	State the level of study – whether prefeasibility, feasibility or ongoing LoM. The Code requires that a study to at least a Pre-Feasibility level has been undertaken to convert Mineral Resource to Mineral Reserve. Such studies will have been carried out and will include a mine plan or production schedule that is technically achievable and economically viable, and that all Modifying Factors have been considered.	Pre-feasibility Study ES1 1.1
		(ii)			Provide a summary table of the Modifying Factors used to convert the Mineral Resource to Mineral Reserve for Pre-feasibility, Feasibility or on-going LoM studies.	11.1

5.2 Mining Design (i) Technical Studies are not applicable to Exploration Results. State assumptions regarding mining methods and parameters when estimating Mineral Resources or explain where no mining assumptions have been made. ES7 11.1 12.3 12.3.1 12.3.3

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SAMREC TABLE 1						Section in the TRS where this is located
			Exploration Results	Mineral Resources	Mineral Reserves	Mphahlele Project
		(ii)			State and justify all modifying factors and assumptions made regarding mining methods, minimum mining dimensions (or pit shell) and internal and, if applicable, external) mining dilution and mining losses used for the techno-economic study and signed-off, such as mining method, mine design criteria, infrastructure, capacities, production schedule, mining efficiencies, grade control, geotechnical and hydrological considerations, closure plans, and personnel requirements.	11.1 12.1 16.7
		(iii)			State what mineral resource models have been used in the study.	11.1
		(iv)			Explain the basis of (the adopted) cut-off grade(s) or quality parameters applied. Include metal equivalents if relevant.	ES7 11.1 11.3 11.5
		(v)			Description and justification of mining method(s) to be used.	11.1 12.3 12.3.1 12.3.3
		(vi)			For open-pit mines, include a discussion of pit slopes, slope stability, and strip ratio.	11.1
		(vii)			For underground mines, discussion of mining method, geotechnical considerations, mine design characteristics, and ventilation/cooling requirements.	11.1 12.1 12.3 12.3.1 12.3.3 12.3.5
		(viii)			Discussion of mining rate, equipment selected, grade control methods, geotechnical and hydrogeological considerations, health and safety of the workforce, staffing requirements, dilution, and recovery.	11.1 12.1 12.3.5 12.4 12.4.2
		(ix)			State the optimisation methods used in planning, list of constraints (practicality, plant, access, exposed Mineral Reserves, stripped Mineral Reserves, bottlenecks, draw control).	11.1 12.3 12.3.1 12.3.3
5.3	Metallurgical and Testwork	(i)	Technical Studies are not applicable to Exploration Results.		Discuss the source of the sample and the techniques to obtain the sample, laboratory and metallurgical testing techniques.	9 9.1 9.3
		(ii)			Explain the basis for assumptions or predictions regarding metallurgical amenability and any preliminary mineralogical test work already carried out.	9 9.1 13.4
		(iii)		Discuss the possible processing methods and any processing factors that could have a material effect on the likelihood of eventual economic extraction. Discuss the appropriateness of the processing methods to the style of mineralisation.	Describe and justify the processing method(s) to be used, equipment, plant capacity, efficiencies, and personnel requirements.	9 9.3 13.2
		(iv)			Discuss the nature, amount and representativeness of metallurgical test work undertaken and the recovery factors used. A detailed flow sheet / diagram and a mass balance should exist ,especially for multi-product operations from which the saleable materials are priced for different chemical and physical characteristics.	9 9.1 9.2 9.4 13.1
		(v)			State what assumptions or allowances have been made for deleterious elements and the existence of any bulk-sample or pilot-scale test work and the degree to which such samples are representative of the ore body as a whole.	9 9.1 9.4 9.5
		(vi)			State whether the metallurgical process is well-tested technology or novel in nature.	9 9.1 9.5

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			Exploration Results	Mineral Resources	Mineral Reserves	Mphahlele Project
5.4	Infrastructure	(i)	Technical Studies are not applicable to Exploration Results.	Comment regarding the current state of infrastructure or the ease with which the infrastructure can be provided or accessed.		3.2 3.4 14
		(ii)			Report in sufficient detail to demonstrate that the necessary facilities have been allowed for (which may include, but not be limited to, processing plant, tailings dam, leaching facilities, waste dumps, road, rail or port facilities, water and power supply, offices, housing, security, resource sterilisation testing etc.). Provide detailed maps showing locations of facilities.	3.2 3.4 13.3 14 14.7 16.4
		(iii)			Statement showing that all necessary logistics have been considered.	14
5.5	Environmental and Social	(i)	Technical Studies are not applicable to Exploration Results.	Confirm that the company holding the tenement has addressed the host country environmental legal compliance requirements and any mandatory and/or voluntary standards or guidelines to which it subscribes.		2.2 2.4 16 16.3 16.5.2
		(ii)		Identify the necessary permits that will be required and their status and where not yet obtained, confirm that there is a reasonable basis to believe that all permits required for the project will be obtained.		2.2 16 16.5 16.8
		(iii)		Identify and discuss any sensitive areas that may affect the project as well as any other environmental factors including I&AP and/or studies that could have a material effect on the likelihood of eventual economic extraction. Discuss possible means of mitigation.		2.2 16 16.5
		(iv)		Identify any legislated social management programmes that may be required and discuss the content and status of these.		2.2 16.5.5
		(v)		Outline and quantify the material socio-economic and cultural impacts that need to be mitigated, and their mitigation measures and where appropriate the associated costs.		2.2 16.5.5
5.6	Market Studies and Economic criteria	(i)	Technical Studies are not applicable to Exploration Results.		Describe the valuable and potentially valuable product(s) including suitability of products, co-products and by products to market.	ES11 15
		(ii)			Describe product to be sold, customer specifications, testing, and acceptance requirements. Discuss whether there exists a ready market for the product and whether contracts for the sale of the product are in place or expected to be readily obtained. Present price and volume forecasts and the basis for the forecast.	ES11 15 15.5 0
		(iii)			State and describe all economic criteria that have been used for the study such as capital and operating costs, exchange rates, revenue / price curves, royalties, cut-off grades, reserve pay limits.	ES8 ES11 15 17.1 17.2 18
		(iv)			Summary description, source and confidence of method used to estimate the commodity price/value profiles used for cut-off grade calculation, economic analysis and project valuation, including applicable taxes, inflation indices, discount rate and exchange rates.	ES11 15 17.1 18
		(v)			Present the details of the point of reference for the tonnages and grades reported as Mineral Reserves (e.g. material delivered to the processing facility or saleable product(s)). It is important that, in any situation where the reference point is different, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported.	ES6 ES11 11.2 15
		(vi)			Justify assumptions made concerning production cost including transportation, treatment, penalties, exchange rates, marketing and other costs. Provide details of allowances that are made for the content of deleterious elements and the cost of penalties.	ES11 15 17.2
		(vii)			Provide details of allowances made for royalties payable, both to Government and private.	ES11 2.6 15

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SAMREC TABLE 1						Section in the TRS where this is located
			Exploration Results	Mineral Resources	Mineral Reserves	Mphahlele Project
		(viii)			State type, extent and condition of plant and equipment that is significant to the existing operation(s).	ES11 15
		(ix)			Provide details of all environmental, social and labour costs considered.	ES11 15 18
5.7	Risk Analysis	(i)	Technical Studies are not applicable to Exploration Results.	Report an assessment of technical, environmental, social, economic, political and other key risks to the project. Describe actions that will be taken to mitigate and/or manage the identified risks.		ES10 17.3 20.3
5.8	Economic Analysis	(i)	Technical Studies are not applicable to Exploration Results.	At the relevant level (Scoping Study, Pre-feasibility, Feasibility or on-going LoM), provide an economic analysis for the project that includes:		ES11 18
		(ii)		Cash Flow forecast on an annual basis using Mineral Reserves or an annual production schedule for the life of the project.		ES11 18
		(iii)		A discussion of net present value (NPV), internal rate of return (IRR) and payback period of capital.		ES11 18
		(iv)		Sensitivity or other analysis using variants in commodity price, grade, capital and operating costs, or other significant parameters, as appropriate and discuss the impact of the results.		ES11 18 18.3
Section 6: Estimation and Reporting of Mineral Reserves
6.1	Estimation and modelling techniques	(i)		Describe the Mineral Resource estimate used as a basis for the conversion to a Mineral Reserve.		ES6 10.5
		(ii)		Report the Mineral Reserve Statement with sufficient detail indicating if the mining is open pit or underground plus the source and type of mineralisation, domain or ore body, surface dumps, stockpiles and all other sources.		ES6 11.2
		(iii)			Provide a reconciliation reporting historic reliability of the performance parameters, assumptions and modifying factors including a comparison with the previous Reserve quantity and qualities, if available. Where appropriate, report and comment on any historic trends (e.g. global bias).	11
6.2	Classification Criteria	(i)			Describe and justify criteria and methods used as the basis for the classification of the Mineral Reserves into varying confidence categories, based on the Mineral Resource category, and including consideration of the confidence in all the modifying factors.	11 11.2 11.4
6.3	Reporting	(i)			Discuss the proportion of Probable Mineral Reserves, which have been derived from Measured Mineral Resources (if any), including the reason(s) therefore.	11 11.2
		(ii)			Present details of for example open pit, underground, residue stockpile, remnants, tailings, and existing pillars or other sources in respect of the Mineral Reserve statement.	11 11.2
		(iii)			Present the details of the defined reference point for the Mineral Reserves. State where the reference point is the point where the run of mine material is delivered to the processing plant. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported. State clearly whether the tonnages and grades reported for Mineral Reserves are in respect of material delivered to the plant or after recovery.	11 11.2
		(iv)			Present a reconciliation with the previous Mineral Reserve estimates. Where appropriate, report and comment on any historic trends (e.g. global bias).	11.2.1
		(v)			Only Measured and Indicated Mineral Resources can be considered for inclusion in the Mineral Reserve.	10.5 11.2
		(vi)			State whether the Mineral Resources are inclusive or exclusive of Mineral Reserves.	ES6 10.5 11.2
Section 7: Audits and Reviews

SRK Report date: 14 April 2022
Effective Date: 31 December 2021

SRK Consulting – 576060 SPM Mphahlele Project TRS Page 188

SAMREC TABLE 1						Section in the TRS where this is located
			Exploration Results	Mineral Resources	Mineral Reserves	Mphahlele Project
7.1	Audits and Reviews	(i)	State type of review/audit (e.g. independent, external), area (e.g. laboratory, drilling, data, environmental compliance etc.), date and name of the reviewer(s) together with their recognized professional qualifications.			ES1 1.5
		(ii)	Disclose the conclusions of relevant audits or reviews. Note where significant deficiencies and remedial actions are required.			ES12 21
Section 8: Other Relevant Information
8.1		(i)	Discuss all other relevant and material information not discussed elsewhere.			20
Section 9: Qualification of CP(s) and other key technical staff. Date and Signature Page
9.1		(i)	State the full name, registration number and name of the professional body or RPO, for all the CP(s). State the relevant experience of the CP(s) and other key technical staff who prepared and are responsible for the Public Report.			Not included in the report as permitted by Rule §229.1302(b)(1)(ii) of SK1300
		(ii)	State the CP’s relationship to the issuer of the report.			1.5.1
		(iii)	Provide the Certificate of the CP (Appendix 2), including the date of sign-off and the effective date, in the Public Report.			Not included in the report as permitted by Rule §229.1302(b)(1)(ii) of SK1300 Cover Page, Footers Section 25

SRK Report date: 14 April 2022
Effective Date: 31 December 2021