31 May - 35 min read

Early maturity of the Zambezi BEE Transaction and implementation of an Extended BEE Transaction

Early maturity of the Zambezi BEE Transaction and implementation of an Extended BEE Transaction

NORTHAM PLATINUM LIMITED                                NORTHAM PLATINUM HOLDINGS LIMITED
Incorporated in the Republic of South Africa            Incorporated in the Republic of South Africa
(Registration number 1977/003282/06)                    (Registration number 2020/905346/06)
Share code: NHM ISIN: ZAE000030912                      Share code: NPH ISIN: ZAE000298253
Debt issuer code: NHMI                                  (“Northam Holdings”)
Bond code: NHM007       Bond ISIN: ZAG000158593
Bond code: NHM009       Bond ISIN: ZAG000158866
Bond code: NHM011       Bond ISIN: ZAG000159237
Bond code: NHM012       Bond ISIN: ZAG000160136
Bond code: NHM014       Bond ISIN: ZAG000163650
Bond code: NHM015       Bond ISIN: ZAG000164922
Bond code: NHM016       Bond ISIN: ZAG000167750
Bond code: NHM018       Bond ISIN: ZAG000168097
Bond code: NHM019       Bond ISIN: ZAG000168105
Bond code: NHM020       Bond ISIN: ZAG000172594
(“Northam” or the “Company”)


EARLY MATURITY OF THE ZAMBEZI BEE TRANSACTION AND IMPLEMENTATION OF AN EXTENDED BEE
TRANSACTION: POSTING OF THE CIRCULAR AND PROSPECTUS, NOTICE OF GENERAL MEETING, INDEPENDENT
EXPERT REPORTS, OPINIONS AND RECOMMENDATIONS, REVISED PRO FORMA FINANCIAL INFORMATION,
SALIENT DATES AND TIMES AND ABRIDGED PROSPECTUS


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION OR
REQUIRE NORTHAM OR NORTHAM HOLDINGS TO TAKE ANY FURTHER ACTION.

Unless otherwise stated or the context so requires, capitalised words and terms contained in this announcement shall bear
the same meanings ascribed thereto in the combined announcement published by Northam and Northam Holdings on SENS
on Tuesday, 23 March 2021 (“Announcement”).

1.    INTRODUCTION

      1.1.   Shareholders are referred to the Announcement regarding the Composite Transaction, comprising, inter alia:

             1.1.1.    the proposed acceleration of maturity and wind-up of the Zambezi BEE Transaction, including, inter
                       alia:

                       1.1.1.1.     the acquisition by Northam of all ZPLPs in issue not already held by Northam, to be
                                    implemented by way of the Zambezi Scheme and the subsequent delisting of the ZPLPs
                                    from the main board of the JSE; and

                       1.1.1.2.     the acquisition by Northam of certain Northam Shares held by Zambezi and the Northam
                                    Employees’ Trust pursuant to the Northam Share Acquisitions Scheme,

                       (collectively, the “Transaction”); and

             1.1.2.    the proposed extended 15-year BEE transaction, including, inter alia:

                       1.1.1.3.     Northam Holdings’ proposed acquisition of all of the Northam Shares in issue (excluding
                                    treasury shares), in exchange for the Northam Scheme Consideration, to be implemented
                                    by way of the Northam Scheme, and the resultant delisting of all Northam Shares on the
                                    main board of the JSE and listing of all Northam Holdings Shares on the main board of
                                    the JSE; and
                      1.1.1.4.      a transaction to restore ownership by HDPs in Northam to up to 26.5% (net of treasury
                                    shares), with an emphasis on participation by Northam group employees and host and
                                    affected communities,

                      (collectively, the “Extended BEE Transaction”).

2.   POSTING OF THE CIRCULAR AND PROSPECTUS

     2.1.   Shareholders are advised that the Circular and Prospectus will be posted to Shareholders today, 31 May 2021.

     2.2.   The      Circular    and     Prospectus      are    also   available    on    Northam’s       website    at
            https://www.northam.co.za/downloads/send/152-2021/1362-northam-circular-to-shareholders-2021            and
            https://www.northam.co.za/downloads/send/152-2021/1361-northam-holdings-prospectus-2021, respectively.
            Alternatively, copies of the Circular and Prospectus may be obtained from the registered office of Northam
            Holdings at Building 4, 1st Floor, Maxwell Office Park, Magwa Crescent West, Waterfall City, Jukskei View,
            2090, South Africa, during business hours, from today until 10 business days after the Northam Scheme
            Record Date (as defined in paragraph 6 below).

     2.3.   To obtain a thorough understanding of the Composite Transaction, Shareholders are advised to refer
            to the full terms and conditions pertaining thereto, as set out in the Circular and Prospectus.

3.   NOTICE OF GENERAL MEETING

     3.1.   The General Meeting will be held at 10:00 on Wednesday, 30 June 2021 (subject to any postponement or
            adjournment thereof) in order to consider and, if deemed appropriate, approve, with or without modification,
            the resolutions required to approve, inter alia, the Composite Transaction, as set out in the notice convening
            the General Meeting incorporated into the Circular (“Notice of General Meeting”).

     3.2.   In light of the regulations, directives and/or preventative measures required to be adhered to relating to the
            COVID-19 pandemic as published or issued by the relevant South African authorities from time to time, the
            guidance from the South African Government regarding the need for social distancing as a result of the
            COVID-19 pandemic and the uncertainty of the infection rate at the time of the General Meeting, Northam has
            determined that the General Meeting will be held entirely by electronic communication, as permitted by the
            JSE and in accordance with section 63(2)(a) of the Companies Act and the memorandum of incorporation of
            Northam.

     3.3.   Northam has retained the services of The Meeting Specialist Proprietary Limited (“TMS”) to remotely host the
            General Meeting on an interactive electronic platform to facilitate remote attendance, participation and voting
            by Shareholders. TMS will also act as scrutineer for purposes of the General Meeting.

     3.4.   TMS will assist Shareholders with the requirements for attendance, participation, and voting at the General
            Meeting by electronic communication. Shareholders who wish to attend, participate in and vote at the General
            Meeting are required to contact TMS at proxy@tmsmeetings.co.za or on +27 11 520 7950/1/2 as soon as
            possible, and for administrative reasons, by no later than 10:00 on Monday, 28 June 2021.

     3.5.   Although voting will be permitted by way of electronic communication, Northam Shareholders are encouraged
            to make use of proxies for purposes of voting at the General Meeting.

     3.6.   The costs of participation in the General Meeting by electronic communication will be for the expense of
            Shareholders or their proxies and they will be billed separately by their service providers. Northam, the JSE
            and TMS will not be held liable for any loss, injury, damage, penalty or claim arising from the use of the
            electronic communication services or any defect in respect thereof or from total or partial failure of the electronic
            communication services for any reason whatsoever, including loss of network connectivity or other network
            failure due to, inter alia, insufficient airtime, internet connectivity, internet bandwidth and/or power outages
            which prevent a Shareholder or its proxy from attending, participating in and/or voting at the General Meeting.

4.   INDEPENDENT EXPERT REPORTS, OPINIONS AND RECOMMENDATIONS

     4.1.   Independent Expert Reports

            4.1.1.   The Independent Expert has provided opinions in respect of, inter alia, the Zambezi Scheme, the
                     Northam Share Acquisitions Scheme, the Northam Scheme and the Extended BEE Transaction
                     (the “Independent Expert Reports”).
            4.1.2.   In terms of the Independent Expert Reports, the Independent Expert is of the opinion that, inter alia:
                     4.1.2.1.      the Zambezi Scheme is fair in so far as Shareholders are concerned;
                     4.1.2.2.      the Northam Share Acquisitions Scheme and the consideration payable by Northam in
                                   terms thereof are fair and reasonable;
                     4.1.2.3.      the Northam Scheme and the Northam Scheme Consideration are fair and reasonable;
                                   and
                     4.1.2.4.      the Extended BEE Transaction is fair in so far as Shareholders are concerned.
            4.1.3.   Copies of the Independent Expert Reports are included in annexures 2, 3 and 4 of the Circular.

     4.2.   Northam Board’s opinion and recommendation

            4.2.1.   The Northam Board, after due consideration of the Independent Expert Reports in respect of, inter alia,
                     the Zambezi Scheme and the Extended BEE Transaction, is of the opinion that the Zambezi Scheme
                     and the Extended BEE Transaction are fair in so far as Shareholders are concerned and recommends
                     that Shareholders vote in favour of the resolutions set out in the Notice of General Meeting ("Proposed
                     Resolutions").
            4.2.2.   All of the directors of Northam (“Northam Directors”), who hold a beneficial interest, directly or
                     indirectly, in Northam Shares, have indicated that they will vote in favour of the Proposed Resolutions.

     4.3.   Independent Board’s opinion and recommendation

            4.3.1.   The Independent Board, after due consideration of the Independent Expert Reports in respect of the
                     Northam Share Acquisitions Scheme and the Northam Scheme, is of the opinion that:
                     4.3.1.1.      the Northam Share Acquisitions Scheme and the consideration payable by Northam
                                   thereunder are fair and reasonable; and
                     4.3.1.2.      the Northam Scheme and the Northam Scheme Consideration are fair and reasonable.
            4.3.2.   The Independent Board unanimously recommends that Shareholders vote in favour of the Proposed
                     Resolutions pertaining to the Northam Share Acquisitions Scheme and the Northam Scheme.
            4.3.3.   The Independent Board’s recommendation contained in paragraph 4.3.2 above is not and should not
                     be construed as investment advice. Each Shareholder should consider the full contents of the Circular
                     and Prospectus in the context of its own circumstances, risk profile and liquidity requirements to inform
                     a decision and, where appropriate, should seek independent advice in relation to such decision.

5.   REVISED PRO FORMA FINANCIAL INFORMATION

     5.1.   Shareholders are referred to the Announcement which included the pro forma financial information of (i) the
            Transaction (prior to implementation of the Extended BEE Transaction) on Northam reflected on a per Northam
            Share basis; and (ii) the Composite Transaction on a Northam Scheme Participant. The pro forma financial
            information has been adjusted for revised assumptions as set out in annexures 5 and 6 to the Circular and is set
            out in the tables below.

     5.2.   The pro forma financial information included below has been extracted from paragraph 36 of the Circular and has
            not itself been reviewed or reported on by the independent reporting accountant or independent auditor.

     5.3.   The full pro forma financial information of Northam and Northam Holdings is presented in annexures 5 and 6
            of the Circular, respectively. This should be read in conjunction with the independent reporting accountant’s
            assurance reports thereon, as set out in annexures 7, 8 and 9 of the Circular.

     5.4.   The pro forma financial information has been prepared in order to provide information on how:

            5.4.1.      the Transaction (prior to implementation of the Extended BEE Transaction) may affect the financial
                        performance and position of Northam, by illustrating the effect thereof on the basic and diluted EPS,
                        basic and diluted HEPS, the NAVPS and the TNAVPS of a Northam Share; and
            5.4.2.      the Composite Transaction may affect the financial performance and position of Northam and
                        Northam Holdings, by illustrating the effect thereof on the EPS, HEPS, NAVPS and TNAVPS of a
                        Northam Share that a Northam Scheme Participant will be exchanging for the EPS, HEPS, NAVPS
                        and TNAVPS per Northam Holdings Share.

     5.5.   The pro forma financial information of the Composite Transaction on a Northam Scheme Participant reflects a
            comparison of:

            5.5.1.      the historical financial information extracted, without adjustment, and/or derived from Northam’s
                        Interim Results (an extract of which is included in annexure 15 of the Circular), adjusted for post
                        balance sheet adjustments and the Transaction (prior to implementation of the Extended BEE
                        Transaction) (further details of which are contained in annexure 5 of the Circular) (“Northam’s Pro
                        Forma Financial Information”); and
            5.5.2.      the historical financial information extracted, without adjustment, from Northam Holdings’ audited
                        financial statements as at the date of incorporation (which information is included in annexure 16 of
                        the Circular), adjusted for the Composite Transaction (further details of which are contained in
                         annexure 6 of the Circular) (“Northam Holdings’ Pro Forma Financial Information”),

            by multiplying the Northam Holdings’ Pro Forma Financial Information by the exchange ratio of one Northam
            Holdings Share for every Northam Share (after implementation of the Transaction but prior to implementation
            of the Extended BEE Transaction), to provide the pro forma financial information of the Composite Transaction
            on a Northam Scheme Participant.

     5.6.   The pro forma financial information assumes, inter alia, that all Zambezi Scheme Conditions (as defined in the
            Circular) and Transaction Conditions (as defined in the Circular) are fulfilled or waived, and that the Repurchase
            has been implemented. In addition, the pro forma financial information is based on a particular tax treatment
            which has been submitted to the South African Revenue Service for confirmation in terms of the request for the
            Tax Ruling (as defined in the Circular). The pro forma financial information has been prepared to illustrate the
            effect of the Transaction (prior to implementation of the Extended BEE Transaction) on a Shareholder or on
            Northam, and the Composite Transaction on a Northam Scheme Participant, had the Composite Transaction
            been implemented on 1 July 2020 for purposes of EPS and HEPS and on 31 December 2020 for purposes of
            NAVPS and TNAVPS.

     5.7.   As the Composite Transaction is subject to Shareholder approval and, as a result of possible movements in
            the share price of a Northam Share before the General Meeting, the following scenarios have been presented:

            •        Base Case Scenario: The 30 day VWAP and the closing share price of a Northam Share of R259.07 is
                     calculated as at the last practicable date, being 30 April 2021 (“Last Practicable Date”).
            •        Scenario 1: The 30 day VWAP and the closing share price of a Northam Share of R310.88 is calculated
                     as 20% higher than the 30 day VWAP and the closing share price on the Last Practicable Date.
            •        Scenario 2: The 30 day VWAP and the closing share price of a Northam Share of R207.26 is calculated
                     as 20% lower than the 30 day VWAP and the closing share price on the Last Practicable Date.

     5.8.   The pro forma financial information set out below is the responsibility of Northam Directors and the directors of
            Northam Holdings (“Northam Holdings Directors”).

     5.9.   The pro forma financial information is provided for illustrative purposes only, and because of its nature, may
            not fairly represent the financial performance and position of Northam, Northam Holdings, a Shareholder or a
            Northam Scheme Participant after the implementation of the Transaction and/or the Composite Transaction.
            In this regard, the adjustments reflected in the pro forma financial information are only illustrative and are
            determined with reference to, inter alia, the 30 day VWAP as at the Last Practicable Date. For the avoidance
            of doubt:

            5.9.1.     the actual adjustments will be determined with reference to, inter alia, the 30 day VWAP immediately
                        prior to the implementation of the various components of the Composite Transaction; and
            5.9.2.     the pro forma financial information assumes that the Transaction (including, inter alia, the redemption
                       of the ZPLPs) and/or the Composite Transaction is implemented on a single date and does not
                       consider, inter alia, the cash flows that have accrued / will accrue to Northam and Northam Holdings
                       post 31 December 2020 and the actual dates on which the various components of the Composite
                       Transaction are implemented (i.e. the redemption of the ZPLPs and the related tax event that may
                       arise at any time up to 17 May 2025 and the tax payment which will take place on or before the
                       Northam group’s first provisional or final (as the case may be) tax payment date after implementation
                       of the Net Value Distribution). Accordingly, the pro forma financial information should not be used in
                       assessing the solvency and liquidity of the Northam group (refer to paragraph 10.4 of the Circular in
                       relation to the solvency and liquidity statement by the Northam Board and paragraph 1.2 of section 3
                       of the Prospectus in relation to the working capital statement by the board of directors of Northam
                       Holdings (“Northam Holdings Board”).

     5.10.  The pro forma financial information has been prepared in accordance with IFRS, the Guide on Pro forma
            Financial Information issued by the South African Institute of Chartered Accountants, the JSE Listings
            Requirements, the Regulations and accounting policies that comply with IFRS and which are consistent with
            those applied in the preparation of the interim financial statements of Northam (as at 31 December 2020) and
            Northam Holdings (as at incorporation), as the context requires.


Base Case                       Northam          Northam     Northam after implementation       Northam Holdings after
Scenario                    31 December      31 December      of the Transaction (but prior     implementation of the
                                   2020              2020       to implementation of the        Composite Transaction
                                                 Adjusted     Extended BEE Transaction)
                                 Reported        Pro forma         Pro forma    Percentage       Pro forma    Percentage
                                                                                    change                        change
Notes                                   1                2                 3             4               5             6

Basic and diluted EPS               599.9            548.5             379.9        (30.7%)       (2 661.7)     (800.6%)
(cents)                             531.0            485.4             379.9        (21.7%)       (2 661.7)     (800.6%)
Basic and diluted                   599.9            548.4             379.9        (30.7%)       (2 661.7)     (800.6%)
HEPS (cents)                        531.0            485.4             379.9        (21.7%)       (2 661.7)     (800.6%)
NAVPS (cents)                     3 353.7          3 296.8           1 761.8        (46.6%)         1 426.8      (19.0%)
TNAVPS (cents)                    3 353.7          3 296.8           1 761.8        (46.6%)         1 426.8      (19.0%)

Weighted average
number of shares in               349 876         349 876            371 819          6.3%        371 819                -
issue (‘000)
Diluted weighted
average number of                 395 305         395 305            371 819         (5.9%)       371 819                -
shares in issue (‘000)
Number of shares in
                                  509 781         509 781            419 064        (17.8%)       396 092          (5.5%)
issue (‘000)
Treasury shares in
issue('000)                       159 905         159 905             47 245        (70.5%)        24 273         (48.6%)

Shares in issue
adjusted for treasury        349 876         349 876          371 819           6.3%      371 819                -
shares (‘000)



Scenario 1                   Northam        Northam    Northam after implementation     Northam Holdings after
                         31 December    31 December     of the Transaction (but prior   implementation of the
                                2020            2020      to implementation of the      Composite Transaction
                                            Adjusted    Extended BEE Transaction)
                            Reported       Pro forma         Pro forma    Percentage     Pro forma   Percentage
                                                                              change                     change
Notes                              1              2                  3             4            5             6

Basic and diluted EPS           599.9          548.5             381.1       (30.5%)     (3 313.9)     (969.6%)
(cents)                         531.0          485.4             381.1       (21.5%)     (3 313.9)     (969.6%)
Basic and diluted               599.9          548.4             381.0       (30.5%)     (3 313.9)     (969.8%)
HEPS (cents)                    531.0          485.4             381.0       (21.5%)     (3 313.9)     (969.8%)
NAVPS (cents)                 3 353.7        3 296.8           1 699.3       (48.5%)       1 361.9      (19.9%)
TNAVPS (cents)                3 353.7        3 296.8           1 699.3       (48.5%)       1 361.9      (19.9%)

Weighted average
number of shares in          349 876         349 876          370 709           6.0%      370 709                -
issue (‘000)
Diluted weighted
average number of            395 305         395 305          370 709          (6.2%)     370 709                -
shares in issue (‘000)
Number of shares in
issue ('000)                 509 781         509 781          417 416        (18.1%)      394 366         (5.5%)
Treasury shares in
issue ('000)                 159 905         159 905           46 707        (70.8%)       23 657        (49.4%)
Shares in issue
adjusted for treasury        349 876         349 876          370 709           6.0%      370 709                -
shares (‘000)



Scenario 2                   Northam        Northam    Northam after implementation     Northam Holdings after
                         31 December    31 December     of the Transaction (but prior   implementation of the
                                2020            2020      to implementation of the      Composite Transaction
                                            Adjusted    Extended BEE Transaction)
                            Reported       Pro forma         Pro forma    Percentage     Pro forma   Percentage
                                                                              change                     change
Notes                              1              2                  3             4            5             6

Basic and diluted EPS           599.9          548.5             378.6       (31.0%)     (2 281.7)     (702.7%)
(cents)                         531.0          485.4             378.6       (22.0%)     (2 281.7)     (702.7%)
Basic and diluted               599.9          548.4             378.6       (31.0%)     (2 281.7)     (702.7%)
HEPS (cents)                    531.0          485.4             378.6       (22.0%)     (2 281.7)     (702.7%)
NAVPS (cents)                 3 353.7        3 296.8           1 833.1       (44.4%)       1 500.7      (18.1%)
TNAVPS (cents)                3 353.7        3 296.8           1 833.1       (44.4%)       1 500.7      (18.1%)
Weighted average
number of shares in           349 876        349 876           373 104         6.6%        373 104           -
issue (‘000)
Diluted weighted
average number of             395 305        395 305           373 104        (5.6%)       373 104           -
shares in issue (‘000)
Number of shares in
issue ('000)                  509 781        509 781           420 961        (17.4%)      398 080       (5.4)%
Treasury shares in
issue ('000)                  159 905        159 905           47 857         (70.1%)       24 976       (47.8)%
Shares in issue
adjusted for treasury         349 876        349 876           373 104          6.6%       373 104                  -
shares (‘000)


     Notes:
     1.     The financial information included in the “Northam 31 December 2020” column has been extracted, without adjustment, and/or
            derived from Northam’s Interim Results as published on SENS on 19 March 2021.
     2.     The financial information included in the “Northam 31 December 2020 Adjusted” column reflects the financial information
            extracted, without adjustment, from Northam’s Pro Forma Financial Information, as contained in annexure 5 to the Circular.
            Please refer to the notes in annexure 5 to the Circular for details pertaining to the adjustments.
     3.     The financial information included in the “Northam after implementation of the Transaction (but prior to implementation of the
            Extended BEE Transaction)” column reflects the financial information extracted, without adjustment, from Northam’s Interim
            Results adjusted for the Transaction (but prior to implementation of the Extended BEE Transaction), further details of which are
            set out in annexure 5 to the Circular. Please refer to the notes in annexure 5 to the Circular for details pertaining to the
            adjustments.
     4.     The “Percentage change” column compares the financial information included in the “Northam after implementation of the
            Transaction (but prior to implementation of the Extended BEE Transaction)” column with the financial information in the “Northam
            31 December 2020 Adjusted” column.
     5.     The financial information included in the “Northam Holdings after implementation of the Composite Transaction” column reflects
            the financial information extracted, without adjustment, from Northam Holdings’ Pro Forma Financial Information, further details
            of which are set out in annexure 6 to the Circular. Please refer to the notes in annexure 6 to the Circular for details pertaining to
            the adjustments.
     6.     The “Percentage change” column compares the financial information included in the “Northam Holdings after implementation of
            the Composite Transaction” column with the financial information in the “Northam after implementation of the Transaction (but
            prior to implementation of the Extended BEE Transaction)” column.

6.    SALIENT DATES AND TIMES (refer to notes 1, 2 and 3)

Event
                                                                                                                          2021
Record date to determine which Shareholders are entitled to receive the Circular and                               Friday, 21 May
Prospectus, on
Publication of the Circular and Prospectus to Shareholders, on                                                     Monday, 31 May
Last day to trade in Northam Shares in order to be recorded in the Company’s                                       Monday, 14 June
securities register (“Register”) and thereby be eligible to attend, participate in and
vote at the General Meeting (“General Meeting LDT”) (refer to notes 4 and 5), on
Date on which a Shareholder must be recorded in the Register to be eligible to attend,                             Friday, 18 June
participate in and vote at the General Meeting (“General Meeting Record Date”), on
Forms of proxy to be received by TMS by 10:00 (refer to notes 6, 7 and 8), on                                       Monday, 28 June
Last date and time for Shareholders to give notice to Northam objecting to the                                   Wednesday, 30 June
Northam Scheme Resolution and/or Northam Share Acquisitions Resolution in terms
of section 164 of the Companies Act by 10:00, on
General Meeting to be held at 10:00, on                                                                          Wednesday, 30 June
Results of the General Meeting published on SENS, on                                                             Wednesday, 30 June
If the Northam Scheme and Northam Share Acquisitions Scheme are approved:
Last date on which Shareholders who voted against the Northam Scheme Resolution                                  Wednesday, 7 July
and/or Northam Share Acquisitions Resolution can require Northam to seek court
approval for the Northam Scheme and/or Northam Share Acquisitions Resolution in
terms of section 115(3)(a) of the Companies Act (if applicable), on
Last date on which Shareholders who voted against the Northam Scheme Resolution                                  Wednesday, 14 July
and/or Northam Share Acquisitions Resolution can make an application to court in
terms of section 115(3)(b) of the Companies Act (if applicable), on
Last date for Northam to send notice of adoption of the Northam Scheme Resolution                                Wednesday, 14 July
and/or Northam Share Acquisitions Resolution in terms of section 164(4) of the
Companies Act to Shareholders who provided written notice of objection of, and
subsequently did not vote in favour of, the Northam Scheme Resolution and/or Northam
Share Acquisitions Resolution, on
Expected last date for dissenting shareholders to exercise their appraisal rights, as                            Wednesday, 28 July
contemplated in section 164 of the Companies Act, (refer to note 9), on or about
If the Zambezi Scheme becomes unconditional (refer to note 10):
Zambezi Scheme Conditions expected to be fulfilled or waived, on or about                                        Wednesday, 28 July
Expected Zambezi Scheme implementation date, on or about                                                            Monday, 16 August
Expected date for the termination of the listing of the ZPLPs on the main board of the                             Tuesday, 17 August
JSE, on or about
If the Northam Share Acquisitions Scheme and the Northam Scheme become
unconditional: 10
Transaction Conditions expected to be fulfilled or waived, on or about                                              Monday, 16 August
Zambezi expected to settle the outstanding accumulated ZPLP dividends on all of the                                 Friday, 27 August
ZPLPs, together with a premium amounting to approximately 11.11% of the Face
Value, on or about
Repurchase implementation date and cancellation of the Repurchase Shares                                            Friday, 27 August
expected, on or about
Extended BEE Transaction Conditions (as defined in the Circular) expected to be                                     Friday, 27 August
fulfilled or waived, on or about
Northam is expected to assume control of Zambezi and the expected implementation                                    Monday, 30 August
of the Net Value Distribution, on or about
Expected implementation of the repurchase by Northam of the Northam Shares held                                    Tuesday, 31 August
by the Northam Employees’ Trust and cancellation of such Northam Shares, on or
about
Expected last day to trade in Northam Shares in order to be recorded in the Register                               Tuesday, 7 September
in order to be eligible to participate in the Northam Scheme (“Northam Scheme
LDT”) (refer to notes 3 and 4), on or about
Expected suspension of listing of Northam Shares at the commencement of trade on                                 Wednesday, 8 September
the JSE, on or about
Expected date of admission of listing on the JSE of the maximum number of Northam                                Wednesday, 8 September
Holdings Shares expected to be issued pursuant to the implementation of the
Northam Scheme, on or about
Expected date on which Shareholders must be recorded in the Register in order to                                    Friday, 10 September
be entitled to participate in the Northam Scheme (“Northam Scheme Record Date”),
on or about
Expected Northam Scheme implementation date, on or about                                                            Monday, 13 September
Northam Scheme Participants who are dematerialised Shareholders without “own                                        Monday, 13 September
name” registration expected to have their accounts held at their broker or central
securities depository participant (“CSDP”) credited with the Northam Scheme
Consideration, on or about
Northam Scheme Participants who are certificated Shareholders or dematerialised                                     Monday, 13 September
Shareholders with “own name” registration and who timeously deliver the “Application
and Surrender Form” incorporated into the Prospectus and documents of title (if
applicable) to the transfer secretaries, being Computershare Investor Services
Proprietary Limited (“Transfer Secretaries”), expected to have their accounts held
at their broker or CSDP credited with the Northam Scheme Consideration, on or about
Northam Scheme Participants who are dematerialised Shareholders with “own name”                                     Monday, 13 September
registration or certificated Shareholders and who fail to, directly or via their broker or
CSDP, correctly and timeously complete and deliver the “Application and Surrender
Form” and surrender the documents of title (if applicable) to the Transfer Secretaries,
are expected to have their Northam Scheme Consideration credited to the account of
Computershare Nominees Proprietary Limited, on or about
Expected date of adjustment (if applicable) of the actual number of Northam Holdings                               Tuesday, 14 September
Shares to be listed on the JSE pursuant to the implementation of the Northam
Scheme and commencement of trading in Northam Holdings Shares on the JSE, on
or about
Expected date of the termination of listing of Northam Shares on the JSE at the                                    Tuesday, 14 September
commencement of trade on the JSE, on or about

Notes:
1. The dates and times set out in the Circular and Prospectus are subject to change, with the approval of the JSE and the Takeover Regulation
    Panel, if required. Any such change will be published on SENS and in the South African press.
2. The dates and times are expected dates and times and have been determined based on certain assumptions regarding the date by which
    conditions precedent will be fulfilled or waived including the date by when certain regulatory approvals will be obtained.
3. All times are South African Standard Time, unless otherwise stated.
4. Shareholders should note that, since trades in Northam Shares are settled by way of the electronic settlement system used by Strate Proprietary
    Limited, settlement will take place 3 business days after the date of a trade. Therefore, persons who acquire Northam Shares after the General
    Meeting LDT, namely Monday, 14 June 2021, will not be entitled to attend, participate in or vote at the General Meeting, but may, nevertheless,
    if the Northam Scheme becomes operative, participate in the Northam Scheme, provided that they acquire Northam Shares on or prior to the
    Northam Scheme LDT and hold such Northam Shares on the Northam Scheme Record Date.
5. No dematerialisation or rematerialisation of Northam Shares by Shareholders may take place on or after:
    -     the business day following the General Meeting LDT until the General Meeting Record Date; and
    -     the business day following the Northam Scheme LDT (if applicable).
6. Dematerialised Shareholders, other than those with “own name” registration, must provide their CSDP with their instructions for voting at the
    General Meeting by the cut-off date and time stipulated by their CSDP in terms of their respective custody agreements.
7. Any form of proxy not delivered to TMS, so as to be received by 10:00 on Monday, 28 June 2021, may be delivered to the chairperson of the
    General Meeting before such Shareholder’s voting rights are exercised at the General Meeting.
8. If the General Meeting is adjourned or postponed, the forms of proxy submitted for the initial General Meeting will remain valid in respect of any
    adjournment or postponement of the General Meeting.
9. This date has been determined on the assumption that Northam sends the notice of adoption of the Northam Scheme Resolution and/or Northam
    Share Acquisitions Resolution in terms of section 164(4) of the Companies Act to Shareholders who provided written notice of objection of and
    subsequently did not vote in favour of the Northam Scheme Resolution and/or Northam Share Acquisitions Resolution on Wednesday, 30 June 2021.
10. The dates pertaining to the Zambezi Scheme, the Northam Share Acquisitions Scheme and the Northam Scheme have been determined on the
    assumption that no appraisal rights will be exercised and that no rights in terms of section 115(3) of the Companies Act will be exercised in
    relation to, inter alia, the Zambezi Scheme, the Northam Share Acquisitions Scheme and the Northam Scheme. The actual dates will be
    confirmed in the finalisation announcement if the Northam Scheme becomes unconditional.
7.   ADDITIONAL INFORMATION RELATING TO NORTHAM, NORTHAM HOLDINGS, THE NORTHAM SCHEME AND
     THE NORTHAM HOLDINGS LISTING

     7.1.   Overview of Northam

            7.1.1.   Northam is an independent, fully empowered, integrated platinum group metals (“PGM”) producer.
                     Northam’s existing core producing business assets are the Zondereinde mine and the Booysendal
                     mine, and its primary products are the three main PGMs – platinum, palladium, rhodium – and gold
                     (“4E”). Northam’s medium-term target is to produce 1 million 4E ounces per annum.

            7.1.2.   Additional information pertaining to the Northam group, including its financial performance,
                     operational performance, health and safety performance, mineral resources and mineral reserves
                     can be found on its website at https://www.northam.co.za/.

     7.2.   Overview of Northam Holdings

            7.2.1.   Northam Platinum Holdings Limited (registration number 2020/905346/06), is a newly incorporated
                     public company and is, as at the date of this announcement, wholly-owned by Northam and has not
                     conducted any business since the date of its incorporation, being 2 December 2020.

            7.2.2.   Northam Holdings was established for purposes of the Extended BEE Transaction and ancillary
                     matters including, inter alia, (i) making the offer to Shareholders to be implemented by way of the
                     Northam Scheme; (ii) acquiring the Northam Shares held by Northam Scheme Participants in
                     exchange for the Northam Scheme Consideration, pursuant to the Northam Scheme; (iii) holding the
                     Northam Shares acquired pursuant to the Northam Scheme and thereby becoming the holding
                     company of Northam; and (iv) listing all issued Northam Holdings Shares on the main board of the
                     JSE.

            7.2.3.   As at the date of this announcement: (i) the authorised share capital of Northam Holdings comprises
                     2 000 000 000 Northam Holdings Shares, being ordinary shares of no par value; (ii) the issued share
                     capital of Northam Holdings comprises 1 Northam Holdings Share; and (iii) there are no Northam
                     Holdings Shares held in treasury. Upon implementation of the Northam Scheme: (i) the authorised
                     share capital will remain unchanged; (ii) the issued share capital of Northam Holdings will comprise
                     a maximum of 509 781 212 Northam Holdings Shares; and (iii) there will be 1 Northam Holdings
                     Share held in treasury.

            7.2.4.   Additional information pertaining to Northam Holdings is included in the Prospectus.

     7.3.   Northam Scheme and Northam Scheme Consideration

            7.3.1.   If the Northam Scheme is implemented, Northam Scheme Participants will receive Northam Holdings
                     Shares in exchange for their Northam Shares, on a one-for-one basis (i.e. one Northam Holdings
                     Share in exchange for one Northam Share), with no entitlement to cash, subject to the provisions of
                     paragraph 52 of the Circular and paragraph 3.2 of section 2 of the Prospectus in respect of Foreign
                     Shareholders (as defined in paragraph 8.1 below).

            7.3.2.   Settlement of the Northam Scheme Consideration to Northam Scheme Participants who (i) hold
                     certificated Northam Shares or dematerialised Northam Shares with “own name” registration, is
                     subject to section B of the “Action required by Shareholders in respect of the Northam Scheme and
                     the Extended BEE Transaction”, titled “Application for Northam Holdings Shares and surrender of
                     Documents of Title” commencing on page 11 of the Circular; or (ii) are Foreign Shareholders, is
                     subject to paragraph 52 of the Circular and paragraph 3.2 of section 2 of the Prospectus.

            7.3.3.   The Northam Scheme Consideration will be settled in dematerialised form only.

            7.3.4.   Additional information pertaining to the Northam Scheme and Northam Scheme Consideration is
                     included in the Circular and Prospectus.
7.4.   Northam Holdings Listing

       7.4.1.   To ensure the continuation of the Northam group's listing on the main board of the JSE following
                implementation of the Northam Scheme, all Northam Shares will be delisted from the main board of
                the JSE and all Northam Holdings Shares will be listed on the main board of the JSE.

       7.4.2.   The Prospectus has been issued for purposes of the offer to Shareholders of the Northam Holdings
                Shares and the listing of Northam Holdings Shares pursuant to the Northam Scheme, and therefore
                relates to the admission and listing of a maximum of 509 781 212 Northam Holdings Shares (such
                number being equal to the number of Northam Shares currently in issue), as a primary listing in the
                “Platinum & Precious Metals” sector of the main board of the JSE, with the abbreviated name
                “Northam”, share code “NPH” and ISIN: ZAE000298253, subject to the Northam Scheme being
                implemented.

       7.4.3.   Subject to the Northam Scheme being implemented, the JSE has granted approval for the Northam
                Holdings Shares to be listed on the main board of the JSE at the commencement of trade on the
                Business Day following the Northam Scheme LDT (“Northam Holdings Listing Date”).

7.5.   Current and proposed Northam Holdings Directors

       7.5.1.   The Northam Holdings Board currently consists of Mr DH Brown, Mr PA Dunne and Ms AH Coetzee.

       7.5.2.   With effect from the Northam Holdings Listing Date: (i) the Northam Holdings Board is expected to
                comprise the same members as those of the current Northam Board, save for Mr KB Mosehla; and
                (ii) the management team of Northam Holdings is expected to comprise the same members as those
                of the current management team of Northam. Accordingly, on the Northam Holdings Listing Date, the
                Northam Holdings Board is expected to comprise 11 members, 8 of whom will be independent non-
                executive directors (including the chairman), 1 of whom will be a non-executive director and 2 of
                whom will be executive directors.

       7.5.3.   Details of the Northam Holdings Board, as at the date of this announcement, are as follows:

                 Paul Anthony Dunne
                 Nationality:                        British
                 Qualifications:                     BSc (Hons), MBA
                 Occupation:                         Executive director
                 Position in the Company:            Chief executive officer
                 Business address:                   Building 4, 1st Floor, Maxwell Office Park, Magwa Crescent
                                                     West, Waterfall City, Jukskei View, 2090, South Africa
                 Aletta Helena Coetzee
                 Nationality:                        South African
                 Qualifications:                     CA (SA)
                 Occupation:                         Executive director
                 Position in the Company:            Chief financial officer
                 Business address:                   Building 4, 1st Floor, Maxwell Office Park, Magwa Crescent
                                                     West, Waterfall City, Jukskei View, 2090, South Africa
                 David Hugh Brown
                 Nationality:                        South African
                 Qualifications:                     B.Com, CTA, CA (SA)
                 Occupation:                         Independent non-executive director
                 Position in the Company:            Chairman
                 Business address*:                  Building 4, 1st Floor, Maxwell Office Park, Magwa Crescent
                                                     West, Waterfall City, Jukskei View, 2090, South Africa

                *The registered address of Northam has been provided as the director’s business address. This is for administration purposes
                only.

7.5.4.   Details of the expected additional members of the Northam Holdings Board, as at the Northam
         Holdings Listing Date, are as follows:

          Tebogo Emily Kgosi
          Nationality:               South African
          Qualifications:            B.Com (Hons)
          Occupation:                Non-executive director
          Position in the Company:   Non-executive director
          Business address*:         Building 4, 1st Floor, Maxwell Office Park, Magwa Crescent
                                     West, Waterfall City, Jukskei View, 2090, South Africa
          Hester Helena Hickey
          Nationality:               South African
          Qualifications:            CA (SA)
          Occupation:                Independent non-executive director
          Position in the Company:   Independent non-executive director
          Business address*:         Building 4, 1st Floor, Maxwell Office Park, Magwa Crescent
                                     West, Waterfall City, Jukskei View, 2090, South Africa
          Dr Noluyolo Yoza Jekwa
          Nationality:               South African
          Qualifications:            MBA (Finance), MBBCh (Bachelor of Medicine and Bachelor
                                     of Surgery), MIoDSA
          Occupation:                Independent non-executive director
          Position in the Company:   Independent non-executive director
          Business address*:         Building 4, 1st Floor, Maxwell Office Park, Magwa Crescent
                                     West, Waterfall City, Jukskei View, 2090, South Africa
          Mcebisi Hubert Jonas
          Nationality:               South African
          Qualifications:            BA (History and Sociology)
          Occupation:                Independent non-executive director
          Position in the Company:   Independent non-executive director
          Business address*:         Building 4, 1st Floor, Maxwell Office Park, Magwa Crescent
                                     West, Waterfall City, Jukskei View, 2090, South Africa
          Temba Irvine Mvusi
          Nationality:               South African
          Qualifications:            BA, ELP, MAP, PDP
          Occupation:                Independent non-executive director
          Position in the Company:   Independent non-executive director
          Business address*:         Building 4, 1st Floor, Maxwell Office Park, Magwa Crescent
                                     West, Waterfall City, Jukskei View, 2090, South Africa
          Jean Johannes Nel
          Nationality:               South African
          Qualifications:            CA (SA), CFA (AIMR), AMP (INSEAD)
          Occupation:                Independent non-executive director
          Position in the Company:   Independent non-executive director
          Business address*:         Building 4, 1st Floor, Maxwell Office Park, Magwa Crescent
                                     West, Waterfall City, Jukskei View, 2090, South Africa
          John Gabriel Smithies
          Nationality:               British
          Qualifications:            BSc (Mining Engineering), BSc (Chemistry)
          Occupation:                Independent non-executive director
          Position in the Company:   Independent non-executive director
          Business address*:         Building 4, 1st Floor, Maxwell Office Park, Magwa Crescent
                                     West, Waterfall City, Jukskei View, 2090, South Africa
          Glyn Tudor Lewis
          Nationality:               British
          Qualifications:            BSc (Mining Engineering), MBA
          Occupation:                Independent non-executive director
          Position in the Company:   Independent non-executive director
          Business address*:         Building 4, 1st Floor, Maxwell Office Park, Magwa Crescent
                                     West, Waterfall City, Jukskei View, 2090, South Africa

          *The registered address of Northam has been provided as the director’s business address. This is for administration purposes
           only.


8.    FOREIGN SHAREHOLDERS

      8.1.    Shareholders who have a registered address outside of South Africa, or who are resident, domiciled or located
              in, or who are citizens of, a country other than South Africa (“Foreign Shareholders”), are urged to read the
              important information relating to the Northam Scheme and the Northam Holdings Shares contained in
              paragraph 52 of the Circular and paragraph 3.2 of section 2 of the Prospectus.

      8.2.    Participation in and implications of the Northam Scheme may be affected by the laws of the relevant jurisdiction
              applicable to a Foreign Shareholder. It is the responsibility of a Foreign Shareholder (including nominees,
              agents and trustees for such Foreign Shareholder) to ensure that the Northam Scheme Consideration
              is not issued to such Foreign Shareholder without the observance of the laws and regulatory
              requirements of the relevant jurisdiction, including the process of obtaining any governmental, exchange
              control or other consents, the making of any filings which may be required, the compliance with other necessary
              formalities and the payment of any transfer or other taxes or other requisite payments due in such jurisdiction
              and, if required, satisfy Northam Holdings that all relevant formalities have been complied with or that there is
              an applicable exemption under the securities laws of the relevant jurisdiction.

      8.3.    A Foreign Shareholder who is resident, domiciled or located in a Restricted Jurisdiction (as defined in the
              Circular) must inform its broker or CSDP or the Transfer Secretaries of such fact as soon as reasonably
              possible and in any event by no later than the Northam Scheme LDT.

      8.4.    Foreign Shareholders who are in doubt about their position should consult their professional advisors in the
              relevant jurisdiction.

9.    THE INDEPENDENT BOARD AND NORTHAM BOARD RESPONSIBILITY STATEMENT

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

10.   NORTHAM HOLDINGS BOARD RESPONSIBILITY STATEMENT

      The Northam Holdings Board (to the extent that the information relates to Northam Holdings) accepts responsibility for
      the information contained in this announcement and certifies that, to the best of their knowledge and belief, the
      information contained in this announcement relating to Northam Holdings is true and this announcement does not omit
      anything that is likely to affect the import of such information.




Johannesburg
31 May 2021

Corporate advisor to Northam and Northam Holdings
One Capital Advisory Proprietary Limited

Equity Sponsor, Debt Sponsor and Transaction Sponsor to Northam and Equity Sponsor and Transaction Sponsor
to Northam Holdings
One Capital Sponsor Services Proprietary Limited

Independent Sponsor to Northam and Northam Holdings
Deloitte & Touche Sponsor Services Proprietary Limited

Attorneys to Northam and Northam Holdings
Webber Wentzel

Counsel to Northam and Northam Holdings as to English and US law
Allen & Overy LLP

Independent Expert to Northam
BDO Corporate Finance Proprietary Limited

Independent auditor and independent reporting accountant to Northam and Northam Holdings
Ernst & Young Inc.

Disclaimer

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

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

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

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

Notice to Swiss investors in Northam
The offer of Northam Holdings Shares in Switzerland is exempt from the requirement to prepare and publish a prospectus
under the Swiss Financial Services Act of 15 June 2018, as amended (the “FinSA”), because (i) less than 500 persons are
holding Northam Shares in Switzerland and, consequently, the Northam Scheme is addressed to less than 500 retail clients
(and thus exempted from the requirement to prepare a prospectus pursuant to article 36(1)(b) of the FinSA); and (ii) the
Northam Holdings Shares will not be admitted to trading on any trading venue (exchange or multilateral trading facility) in
Switzerland. Neither this announcement nor any other offering or marketing material relating to the Northam Holdings Shares
constitutes a prospectus pursuant to the FinSA, nor has it been approved by a Swiss review body within the meaning of
article 52 of the FinSA, and no such prospectus will be prepared in connection with the Northam Scheme.

Notice to US investors in Northam
The Northam Offer relates to the shares of a South African company and is being made by means of a scheme of
arrangement provided for under South African company law. A transaction effected by means of a scheme of arrangement
is not subject to the tender offer or proxy solicitation rules under the US Securities Exchange Act of 1934. Accordingly, the
Northam Offer is subject to the disclosure requirements and practices applicable in South Africa to schemes of arrangement
which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information
included in this announcement has been prepared in accordance with accounting standards applicable in South Africa and
thus may not be comparable to financial information of US companies or companies whose financial statements are prepared
in accordance with generally accepted accounting principles in the US.

It may be difficult for US holders of Offer Shares to enforce their rights and any claim arising out of the US federal laws, since
Northam and Northam Holdings are located in a non-US jurisdiction, and some or all of their officers and directors may be
residents of a non-US jurisdiction. US holders of Offer Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court’s judgement. The Offer Shares will not be and have not been registered
under the US Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved
of the acquisition, or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal
offence in the US.

US Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the US and,
that such consequences, if any, are not described herein. US Shareholders are urged to consult with legal, tax and financial
advisers in connection with making a decision regarding this transaction.

Notice to United Arab Emirates investors in Northam
If you are in any doubt about the contents of this announcement, you should consult an authorised financial adviser. By
receiving this announcement, the person or entity to whom it has been issued understands, acknowledges and agrees that
this announcement has not been approved by or filed with the UAE Central Bank, the UAE Securities and Commodities
Authority (the “SCA”) or any other authorities in the UAE, nor has Northam or Northam Holdings received authorisation or
licensing from the UAE Central Bank, SCA or any other authorities in the UAE to market or sell securities or other investments
within the UAE. No marketing of any financial products or services has been or will be made from within the UAE other than
in compliance with the laws of the UAE and no subscription to any securities or other investments may or will be
consummated within the UAE. It should not be assumed that Northam or Northam Holdings is a licensed broker, dealer or
investment adviser under the laws applicable in the UAE, or that any of them advise individuals resident in the UAE as to the
appropriateness of investing in or purchasing or selling securities or other financial products. The Offer Shares are not
intended for circulation or distribution in or into the UAE, other than to persons who are “Qualified Investors” within the
meaning of the SCA’s Board of Directors Decision No. 37/R.M of 2019 Concerning the Definition of Qualified Investor to
whom the materials may lawfully be communicated. This does not constitute a public offer of securities in the UAE in
accordance with the SCA Chairman of the Board Resolution No. 11/R.M of 2016 on the Regulations for Issuing and Offering
Shares of Public Joint Stock, or otherwise. Nothing contained in this announcement is intended to constitute investment,
legal, tax, accounting or other professional advice. This announcement is for information purposes only and nothing herein
is intended to endorse or recommend a particular course of action. Any person considering acquiring securities should
consult with an appropriate professional for specific advice rendered based on their respective situation.

Notice to Japanese investors in Northam
The Offer Shares have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Law
No. 25 of 1948, as amended, the “FIEA”). The Offer Shares will not be offered or sold, directly or indirectly, in Japan or to,
or for the account or benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange
and Foreign Trade Act of Japan (Law No. 228 of 1949, as amended)) (including any corporation or other entity organised
under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit
of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance
with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

Forward-looking statements

The statements contained in this announcement that are not historical facts are “forward-looking” statements. These forward-
looking statements are subject to a number of substantial risks and uncertainties, many of which are beyond the Company’s
and Northam Holdings’ control and actual results and developments may differ materially from those expressed or implied
by these statements for a variety of factors. These forward-looking statements are statements based on the Company’s and
Northam Holdings’ current intentions, beliefs and expectations about among other things, the Company’s results of
operations, financial condition, prospects, growth, strategies and the industry in which the Company operates. By their nature,
forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that
may or may not occur in the future. Many of these risks and uncertainties relate to factors that are beyond the Company’s
and Northam Holdings’ ability to control or estimate precisely, such as changes in taxation, future market conditions, currency
fluctuations, the actions of governmental regulators and other risk factors. Such risks and uncertainties could cause actual
results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The
forward-looking statements contained in this announcement speak only as of the date of this announcement and the
Company and Northam Holdings undertake no duty to update any of them publicly in light of new information or future events,
except to the extent required by applicable law or the JSE Listings Requirements.

No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement
should be interpreted to mean that earnings per Northam Share for the current or future financial years would necessarily
match or exceed the historical published earnings per Northam Share. Prices and values of, and income from, shares may
go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is
no guide to future performance. Persons needing advice should consult an independent financial adviser.

Date: 31-05-2021 08:05:00
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