NORTHAM PLATINUM HOLDINGS LIMITED                                NORTHAM PLATINUM LIMITED
       Incorporated in the Republic of South Africa               Incorporated in the Republic of South Africa
          Registration number 2020/905346/06                          Registration number 1977/003282/06
                    Share code: NPH                                         Debt issuer code: NHMI
                  ISIN: ZAE000298253                           Bond code: NHM015       Bond ISIN: ZAG000164922
                (“Northam Holdings” or,                        Bond code: NHM016       Bond ISIN: ZAG000167750
        together with its subsidiaries, “Northam”)             Bond code: NHM019       Bond ISIN: ZAG000168105
                                                               Bond code: NHM020       Bond ISIN: ZAG000172594
                                                               Bond code: NHM021       Bond ISIN: ZAG000181496
                                                               Bond code: NHM022       Bond ISIN: ZAG000190133
                                                               Bond code: NHM023       Bond ISIN: ZAG000190968
                                                               Bond code: NHM024       Bond ISIN: ZAG000195926
                                                               Bond code: NHM025       Bond ISIN: ZAG000195934
                                                               Bond code: NHM026       Bond ISIN: ZAG000195942
                                                                             (“Northam Platinum”)

ACCEPTANCE OF THE MANDATORY OFFER FROM IMPALA PLATINUM HOLDINGS LIMITED (“IMPLATS”) IN
 RESPECT OF NORTHAM HOLDINGS’ TOTAL 34.5% INTEREST IN ROYAL BAFOKENG PLATINUM LIMITED
                                     (“RBPLAT”)

INTRODUCTION

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

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

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

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

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

RATIONALE FOR THE DISPOSAL

Adverse changes in PGM prices

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

The Basket Price remained strong throughout 2022, with a net increase of c. 10% from the Announcement Date to the
date of Northam Holdings announcing its firm intention to make a voluntary, conditional offer to RBPlat Shareholders to
acquire the remaining RBPlat Shares not already held by Northam Holdings (“Northam Offer”) on 9 November 2022
(“Northam FIA”).
Subsequent to the Northam FIA, the Basket Price declined materially, from R36 404 per 4E oz as at the
Northam FIA date to R23 652 per 4E oz as at 18 July 2023, representing a decrease of 35.0%. The net decrease in the
Basket Price from the Announcement Date to 18 July 2023 is 28.6%.

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

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

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

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

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

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

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

•   consider the declaration of a maiden dividend;
•   introduce a formal dividend policy;
•   implement share buy-backs; and/or
•   reduce Northam’s third-party debt.

DETAILS OF THE DISPOSAL

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

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

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

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

INFORMATION PERTAINING TO RBPLAT AND IMPLATS

RBPlat

RBPlat is an independently operated, mid-tier PGM producer listed on the exchange operated by the
JSE Limited (“JSE”) and originates from a joint venture between Anglo American Platinum Limited and the
Royal Bafokeng Holdings Proprietary Limited group, known as the Bafokeng Rasimone Platinum Mine Joint Venture.
RBPlat mines PGMs in the Merensky and UG2 reefs on the Boschkoppie, Styldrift and Frischgewaagd farms in the
Rustenburg area of the Bushveld Complex in South Africa.

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

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

Implats

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

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

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



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

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

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

Johannesburg
20 July 2023
Corporate Advisor and Sponsor to                    Corporate Advisor and Debt Sponsor to
       Northam Holdings                                       Northam Platinum
          One Capital                                            One Capital




                Attorneys to Northam Holdings and Northam Platinum

                                   Webber Wentzel