Tharisa plc
(Incorporated in the Republic of Cyprus with limited liability)
(Registration number HE223412)
JSE share code: THA
LSE share code: THS
A2X share code: THA
ISIN: CY0103562118
LEI: 213800WW4YWMVVZIJM90
('Tharisa' or the 'Company')


KARO PLATINUM PROJECT - US$50 MILLION BOND ISSUE

Tharisa, the platinum group metals (‘PGMs’) and chrome co-producer dual-listed on the Johannesburg
and London stock exchanges, is pleased to announce the opening of a fixed income note offer (‘the Bond’
or ‘Notes’) by Karo Mining Holdings plc (‘the Issuer’), a subsidiary of Tharisa, to raise US$50 million to be
listed by way of introduction on the Victoria Falls Stock Exchange (‘VFEX’). The proceeds from the Bond
will be applied to part fund the Karo Platinum Project(‘Project’).
The capital raise forms part of a broader capital strategy by Tharisa to develop the Karo Platinum Project
in Zimbabwe on time and on budget.
Tharisa is a 70% shareholder in the Issuer, a company incorporated in the Republic of Cyprus, which in
turn indirectly owns 85% of the Karo Platinum Project, with the Government of Zimbabwe holding the
remaining 15% of the Project, on a free carry basis.
The Project is scheduled to commence production with first ore milled in July 2024. Ground-breaking is
expected to take place in December 2022. A local earthworks contractor has been appointed and is
expected to start onsite activities in December 2022, marking the beginning of the Karo construction
phase.
The proceeds from the issue of the Bond, net of costs, will be used to part fund the development of the
Karo Platinum Project, which has a total capital cost for phase one of US$391 million and is set to be the
second world-class asset in Tharisa’s portfolio.
The Bond is US dollar denominated and will be issued in minimum denominations of US$2 500 by way of
a private placement. The Bond is not rated and will be guaranteed by Tharisa. The minimum amount to
be raised from the Bond is US$25 million. Should applications for less than this amount be received the
Bond issue will not proceed. The Issuer reserves the right to increase the total aggregate issue amount,
subject to approval by its Board and the guarantor, by delivering notice thereof to Note Holders. The VFEX
has approved the listing of the Bond on the VFEX, a subsidiary of the Zimbabwe Stock Exchange and
established in a Special Economic Zone. Participation in the Bond will be by way of private placement and
is not restricted to Zimbabwean financial institutions or residents.
Arxo Finance plc, a wholly owned subsidiary of Tharisa, which was established to provide funding to
Tharisa group companies, has committed to subscribe for US$10 million of the Notes.
Phoevos Pouroulis, CEO of Tharisa, commented:
“This is a historic moment for Tharisa and our tier-one Karo Platinum Project on the Great Dyke in
Zimbabwe. From our discussions to date with potential investors, both in Zimbabwe and abroad, we have
received extremely positive feedback for this robust investment opportunity, boasting highly attractive
returns. We expect strong participation from Zimbabwean investors in particular. This interest stems from
Tharisa’s strong track record in developing projects on time and on budget, as well as the outstanding
fundamentals of the Karo Platinum Project.
Zimbabwe has indicated it is open for business and through our interactions with all levels of Government,
it is clear there is strong commitment to support Tharisa as we develop the Karo Platinum Project into a
fully producing PGM mine. We look forward to welcoming investors on this exciting journey into a new
operating jurisdiction.
Our investment commitment by guaranteeing the Bond and investing US$10 million in the Notes
demonstrates Tharisa’s support for not only the project but the economics of the Bond, benefitting from
the protections afforded to investors by the Special Economic Zone.”


Bernard Pryor, MD of Karo Mining Holdings, commented:
“Developing a tier-one project in this unique geological setting comes once in a lifetime. Funding for any
mining project remains key and I am delighted that we have not only received support from Tharisa in the
form of early equity, but that Tharisa has committed to anchor this proposed bond raise. I look forward to
engaging with stakeholders in Zimbabwe and beyond to ensure this Bond raise is completed successfully.”


Salient Terms of the Bond

 Issuer                                   Karo Mining Holdings
 Guarantor                                Tharisa
 Targeted capital raise                   US$50 000 000
 Minimum capital raise                    US$25 000 000
 Interest rate                            9.5% paid semi-annually
 Tenor                                    Three years
 Repayment                                Bullet repayment on maturity
 Security                                 Unsecured; capital and interest guarantee by Tharisa
 Listing                                  A listing on the VFEX has been approved
 Offer opening date                       28 October 2022
 Offer closing date                       30 November 2022
 Listing date                             14 December 2022
Above dates are subject to change.

The Issuer is being advised by IH Securities (Private) Limited, the Debt Sponsor for the Listing and a
member of the VFEX.
Copies of the prospectus can be obtained from Tharisa, the Issuer or on the websites referenced below.
Paphos, Cyprus

28 October 2022


JSE Sponsor
Investec Bank Limited
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Investor Relations Contacts:
Ilja Graulich (Head of Investor Relations and Communications)
+27 11 996 3500
+27 83 604 0820
igraulich@tharisa.com

Financial PR Contacts:
Bobby Morse / Oonagh Reidy
+44 207 466 5000
tharisa@buchanan.uk.com

Broker Contacts:
Peel Hunt LLP (UK Joint Broker)
Ross Allister / Georgia Langoulant
+44 207 7418 8900

BMO Capital Markets Limited (UK Joint Broker)
Thomas Rider / Nick Macann
+44 207 236 1010

Berenberg (UK Joint Broker)
Matthew Armitt / Jennifer Lee / Detlir Elezi
+44 203 207 7800

Nedbank Limited (acting through its Corporate and Investment Banking division) (RSA Broker)
Carlyle Whittaker
+27 11 294 0061



About Tharisa
Tharisa is an integrated resource group critical to the energy transition and decarbonisation of economies.
It incorporates mining, processing, exploration, and the beneficiation, marketing, sales, and logistics of
PGMs and chrome concentrates, using innovation and technology as enablers. Its principal operating asset
is the Tharisa Mine located in the south-western limb of the Bushveld Complex, South Africa. The
mechanised mine has a 20-year open-pit life and the ability to extend operations underground by at least
an additional 40 years. Tharisa also owns Karo Mining Holdings and Salene Chrome, development stage,
low-cost, open-pit PGM and chrome assets respectively, located on the Great Dyke in Zimbabwe. The
Company is committed to reducing its carbon emissions by 30% by 2030 and the development of a
roadmap is continuing to be net carbon neutral by 2050. Tharisa plc is listed on the Johannesburg Stock
Exchange (JSE: THA) and the Main Board of the London Stock Exchange (LSE: THS).

About VFEX
The Victoria Falls Stock Exchange (VFEX) is a subsidiary of the Zimbabwe Stock Exchange (ZSE) established
to kick start the Offshore Financial Services Centre (OFSC) earmarked for the special economic zone in
Victoria Falls. The VFEX is a US$ based exchange. Key incentives applicable to the VFEX include capital
raised by a company listed on VFEX may be held in an approved local or offshore account with an
internationally recognised banking institution; allowance to use offshore settlement for trades; tax
incentives for shareholders of shares listed on VFEX – 5% dividend withholding tax (foreign investors only)
and exemption from capital gains withholding tax.

Details of the Karo Platinum Project can be found at www.tharisa.com and www.karomining.com