Joint media statement by Wesizwe Platinum Limited and Bakubung Ba Ratheo traditional leadership

Embargoed until 16 September 2016 (12h00)

SUBJECT: Signing of the Gabonewe Housing Estate (Pty) Ltd Acquisition Framework Agreement between Bakubung Ba Ratheo (BBR) and Wesizwe Platinum Limited.

1. The Wesizwe Platinum Limited (Wesizwe) partnership with the Bakubung Ba Ratheo (BBR), as a Host Community, represents a broader, more inclusive, and continuous process between Wesizwe and BBR that encompasses a range of activities and approaches, and spans the entire life of the project.

2. This is a partnership sustained through an endeavour to build meaningful relations driven by the best interests of the BBR Community and those of Wesizwe.

3. As Wesizwe is developing its mining project within the BBR Community Area, in its efforts to ensure compliance, and above all, a meaningful social license to operate, Wesizwe signed a Surface Lease Agreement with the BBR through Bakubung Minerals (Pty) Ltd, a wholly owned subsidiary of Wesizwe, trading as Bakubung Platinum Mine (BPM).

4. The BBR Community under the leadership of Kgosi Mphuphuthe Solomon Monnakgotla recently submitted a Letter of Interest (LOI) to Wesizwe for the acquisition of Gabonewe Housing Estate (Pty) Ltd (Gabonewe), a private company incorporated according to the laws of the Republic of South Africa and established for the BPM housing development project, called Gabonewe Housing Estate, which entails the construction of 801 mix-use residential housing units; including all related bulk infrastructure services.

5. Today, Wesizwe and the BBR Community leadership signed a framework agreement intended to achieve the following:

• (a) To define the Due Diligence process
• (b) To set out the framework for the prospective transaction principles
• (c) To record that the economic and other benefits of the acquisition will be for the benefit of and flow to the Community
• (d) To set timelines for the due diligence process
• (e) Define the terms and conditions of the Master Lease Agreement between BBR and Wesizwe for the off-take of 70% of the units

6. The Due diligence process will immediately follow the signing of the Framework Agreement (FA) and will be completed within twenty (20) days of the signing of the FA. Within five (5) days of completion of the Due diligence, the BBR Community leadership must:

• (a) Make an offer to wholly purchase Gabonewe, or
• (b) Make an offer to acquire majority shareholding in Gabonewe, or
• (c) Inform Wesizwe that no offer will be made

7. Final acquisition transaction documents must be negotiated and finalized within thirty (30) days of the offer and shall define the principles, provisions, terms and conditions of the transaction guided by the following principles:

• (a) Review and Approval from the Wesizwe Board of Directors
• (b) Review and Approval by the BBR Community Leadership and a Community Resolution approving the transaction.
• (c) Regulatory approvals from all government departments with an interest in the transaction, which shall include The department of Rural Development and Land Reform, The Department of Mineral Resources, National Department of Human Settlements, through the Social Housing Regulatory Authority (SHRA), the North West Department of Local Government and Human Settlements and the Moses Kotane Local Municipality.

wesizwe.com