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Sibanye-Stillwater exercises its option on the Mt Lyell copper mine

Published: 2023-11-01 10:30:30 ET
<<<  go to JSE:SSW company page
Sibanye Stillwater Limited
Incorporated in the Republic of South Africa
Registration number 2014/243852/06
Share codes: SSW (JSE) and SBSW (NYSE)
ISIN – ZAE000259701
Issuer code: SSW
(“Sibanye-Stillwater”)
Website: www.sibanyestillwater.com



Sibanye-Stillwater exercises its option on the Mt Lyell copper mine and gives notice
to shareholders in terms of Section 45(5) of the Companies Act

Johannesburg, 1 November 2023: Sibanye-Stillwater (JSE: SSW and NYSE: SBSW) advises that it
has exercised the option to acquire the Mt Lyell copper mine in Tasmania (Australia), prior
to its expiry on 5 November 2023.

Sibanye-Stillwater obtained the option to acquire 100% of Copper Mines of Tasmania Pty Ltd
for a consideration of US$10 million from Vedanta Limited (the Mt Lyell Transaction),
through the acquisition of New Century Resources Limited (NCR) outlined in the announcement
dated 27 October 2021. Mt Lyell is a previously operated underground copper mine (with gold
by-products), which commenced production in 1894 and operated until it was put on care and
maintenance in 2014.

A feasibility study, which considers the re-establishment of the operation, is underway.
Sibanye-Stillwater will review its options upon completion of the feasibility study.

Neal Froneman, CEO of Sibanye-Stillwater commented: ”We identified copper as an essential
metal necessary to enable the clean energy transition. Mt Lyell potentially provides a low
cost exposure to copper, adding primary production of copper to our current lithium and
nickel exposure. We look forward to working with all the local stakeholders including the
Tasmanian Government as we consider the potential advancement of this opportunity.”

Notice in terms of Section 45(5) of the Companies Act

Sibanye-Stillwater has agreed to provide loan funding to, and a guarantee for and on behalf
of, NCR to facilitate the completion of the Mt Lyell Transaction. Sibanye-Stillwater has
also internally restructured the acquisition financing related to NCR (the “NCR Finance
Restructuring”). The NCR Finance Restructuring has resulted in the transfer of loan
financing obligations between the Group companies.

As required in terms of the provisions of Section 45(5) of the Companies Act 71 of 2008
(the “Companies Act”), Sibanye-Stillwater advises that pursuant to the special resolution
passed at the general meeting of the Company held on 26 May 2023 (the “General Meeting”),
the board of directors of the Company (the “Board”) has adopted (i) in connection with the
Mt Lyell Transaction, a resolution to provide funding to, and guarantees for and on behalf
of, NCR; and (ii) in connection with the NCR Finance Restructuring, a resolution to assume
certain intercompany indebtedness, each of which constitutes the giving of direct and/or
indirect financial assistance to related and inter-related companies and corporations of
the Company (the “Financial Assistance”). Shareholders are notified for purposes of section
45(5)(a) of the Companies Act that the Financial Assistance exceeds one-tenth of 1% of the
Company’s net worth.




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Having considered all reasonable financial circumstances of the Company in terms of and
pursuant to the provisions of Section 44 and 45 as read with Section 4 of the Companies
Act, the Board satisfied itself that:
   • immediately after providing the Financial Assistance referred to above, the Company
      would satisfy the solvency and liquidity test contemplated in Section 4 of the
      Companies Act;
   • all relevant conditions and restrictions relating to the granting of such Financial
      Assistance by the Company contained in the Company's memorandum of incorporation are
      satisfied; and
   • the terms and conditions on which such Financial Assistance is to be given are fair
      and reasonable to the Company


About Sibanye-Stillwater

Sibanye-Stillwater is a multinational mining and metals processing group with a diverse portfolio
of operations, projects and investments across five continents. The Group is also one of the
foremost global recyclers of PGM autocatalysts and has interests in leading mine tailings
retreatment operations.

Sibanye-Stillwater has established itself as one of the world’s largest primary producers of
platinum, palladium, and rhodium and is a top tier gold producer. It also produces and refines
iridium and ruthenium, nickel, chrome, copper and cobalt. The Group has recently begun to build
and diversify its asset portfolio into battery metals mining and processing and is increasing
its presence in the circular economy by growing and diversifying its recycling and tailings
reprocessing operations globally. For more information refer to www.sibanyestillwater.com.


Investor relations contact:
Email: ir@sibanyestillwater.com
James Wellsted
Executive Vice President: Investor Relations and Corporate Affairs
Tel: +27 (0) 83 453 4014
Website: www.sibanyestillwater.com
LinkedIn: https://www.linkedin.com/company/sibanye-stillwater
Facebook: https://www.facebook.com/SibanyeStillwater
YouTube: https://www.youtube.com/@sibanyestillwater/videos
X: https://twitter.com/SIBSTILL

Sponsor: J.P. Morgan Equities South Africa Proprietary Limited

FORWARD LOOKING STATEMENTS
This announcement contains forward-looking statements within the meaning of the “safe harbour”
provisions of the United States Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical fact included in this announcement may be forward-looking
statements. Forward-looking statements may be identified by the use of words such as “will”, “would”,
“expect”, “forecast”, “potential”, “may”, “could”, “believe”, “aim”, “anticipate”, “target”,
“estimate” and words of similar meaning.




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These forward-looking statements, including, among others, those relating to Sibanye-Stillwater
Limited’s (“Sibanye-Stillwater”) future business prospects, financial positions, production and
operational guidance, climate and ESG-related statements, targets and metrics, business strategies,
plans and objectives of management for future operations and ability to complete or successfully
integrate ongoing and future acquisitions, are necessarily estimates reflecting the best judgement
of Sibanye-Stillwater’s senior management. Readers are cautioned not to place undue reliance on such
statements. Forward-looking statements involve a number of known and unknown risks, uncertainties
and other factors, many of which are difficult to predict and generally beyond the control of
Sibanye-Stillwater that could cause its actual results and outcomes to be materially different from
historical results or from any future results expressed or implied by such forward-looking
statements. As a consequence, these forward-looking statements should be considered in light of
various important factors, including those set forth in Sibanye-Stillwater’s 2022 Integrated Report
and annual report on Form 20-F filed with the United States Securities and Exchange Commission on
24 April 2023 (SEC File no. 333-234096). These forward-looking statements speak only as of the date
of this announcement. Sibanye-Stillwater expressly disclaims any obligation or undertaking to update
or revise any forward- looking statement (except to the extent legally required).




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