African Rainbow Minerals concludes definitive agreements for the disposal of its 50% effective interest in the Dwarsrivier Chrome Mine to Assore Limited

1. 1. INTRODUCTION

Shareholders are referred to the announcement of 27 February 2015 released on the Johannesburg Stock Exchange by ARM, in which shareholders were advised that ARM and Assore had reached an in-principle agreement on ARM’s disposal of its effective 50% interest in the Dwarsrivier Chrome Mine (�Dwarsrivier�) to Assore (the �Transaction�).

The parties to the Transaction have now concluded definitive agreements in respect of the Transaction which will result in Assore owning 100% of Dwarsrivier.

Dwarsrivier is presently owned and operated by Assmang Proprietary Limited (�Assmang�), the equal joint venture between ARM and Assore. Dwarsrivier mines chrome ore near Lydenburg in the Mpumalanga province. The ore produced is sold both on the export market and locally. In order to effect the Transaction, Assmang will sell Dwarsrivier to K2011105280 Proprietary Limited, a special purpose company (�Dwarsrivier SPV�), in which Assore will, pursuant to the implementation of the Transaction, own the entire issued share capital.

1. 1. SALIENT FEATURES OF THE TRANSACTION

      a. Disposal consideration

ARM will receive a ZAR450,000,000 (four hundred and fifty million South African Rand) cash consideration in respect of its effective 50% interest in Dwarsrivier (�Consideration�).

To secure this payment obligation, Assore has deposited the Consideration into an interest-bearing account in favour of ARM.
Assore has also agreed to refund any amounts advanced to Dwarsrivier by Assmang between 1 July 2014 (being the effective date) and the implementation date of the Transaction up to a maximum amount of ZAR800 million. In addition any cash profits earned by Dwarsrivier between these two dates will be transferred to Dwarsrivier SPV as part of the Transaction.

1. 1. b. Management of the Business

The Competition Tribunal of South Africa approved the implementation of the Transaction in accordance with the Competition Act on 22 April 2015. Assmang will continue to manage Dwarsrivier until the Transaction is completed. To this end, Assmang has mandated a committee comprised of experienced employees of ARM and Assore.

1. 2. CONDITIONS PRECEDENT

The implementation of the Transaction is subject to the fulfilment of the following conditions:

1. 1. 1. Dwarsrivier SPV must be registered as a vendor in terms of the Value Added Tax Act;
      2. Ministerial consent shall have been obtained for the transfer of the Dwarsrivier mining right from Assmang to Dwarsrivier SPV in terms of section 11 of the Minerals and Petroleum Resources Development Act ( the �Section 11 approval�); and
      3. the approval of the board of directors of Assmang, Assore, ARM and Dwarsrivier SPV for specific transaction steps that will allow the parties to implement the Transaction after receipt of the Section 11 approval.

   2. CATEGORISATION

The Transaction is not a categorised transaction for ARM in terms of the JSE Limited Listings Requirements.

For all related queries please contact:

Jan Steenkamp
Chief Executive of Strategic Services and Exploration
Office: +27 11 779 1000
Email: jan.steenkamp@arm.co.za

Sandton
25 June 2015

Sponsor: Deutsche Securities (SA) (Proprietary) Limited