ARM to Acquire Norilsk Nickel Africa Limited’s 50% Participation Interest

African Rainbow Minerals Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1933/004580/06)
JSE Share code: ARI
ISIN: ZAE000054045
("ARM" or "the Company")

AGREEMENTS CONCLUDED FOR ARM TO ACQUIRE NORILSK NICKEL AFRICA
LIMITED'S 50% PARTICIPATION INTEREST IN ITS PARTNERSHIP WITH ARM
THAT OPERATES THE NKOMATI MINE

Introduction

ARM and Norilsk Nickel Africa Proprietary Limited ("NNAf")
have signed a Sale Agreement ("PSA") which provides for the
acquisition by ARM of NNAf's 50% participation interest in its
partnership with ARM that operates the Nkomati mine for a cash
consideration of R1 million ("the Transaction").

ARM will take over the environmental liabilities of Nkomati
mine, together with NNAf's proportionate share of the
obligations and liabilities relating to the Nkomati mine's
assets, with a R325m contribution from NNAf, as may be adjusted
under the terms of the PSA.

The PSA provides for terms customary in agreements of this nature
and includes (amongst other things): (i) limitations on
liability and certain negotiated warranties, indemnities and
undertakings; (ii) provisions governing the operation of the
Nkomati mine during the interim period; and (iii) customary
termination rights.

The Transaction is subject to certain conditions precedent,
including, but not limited to:
  - approval from the South African Competition Authorities in
    terms of the Competition Act, 89 of 1998; and

  - consent in terms of Section 11 of the Mineral and Petroleum
    Resources Development Act, 28 of 2002 ("MPRDA").

The Transaction is expected to close during 2024. The existing
partnership agreement between ARM and NNAf in relation to the
Nkomati mine will terminate immediately following successful
closing of the Transaction on the closing date.

Background on Nkomati Mine

On or about 31 March 2021 mining ceased at Nkomati mine and the
operation was placed on care and maintenance. On 16 June 2021
ARM and NNAf concluded a Memorandum of Understanding (MOU) which
set out the terms and conditions of a PSA.
The status quo for Nkomati mine continues to be challenging due
to uncertain commodities and nickel sector outlook and ongoing
care & maintenance costs.

Rationale for the Transaction
There were several positive considerations that informed ARM's
decision to acquire NNAf's 50% participation interest in its
partnership with ARM that operates the Nkomati mine. These
include but are not limited to:

  -    Nkomati mine is a known and predictable nickel sulphide
       orebody, with established infrastructure, relatively lower
       carbon emission footprint, low capital intensity and short
       lead times to resuming steady state production of class one
       compatible nickel sulphide concentrate, the preferred feed
       to nickel sulphate production sought after by battery
       manufacturers.
  -    It has attractive bi-metal product credits including
       copper, cobalt, platinum, palladium, and chrome.
  -    ARM is committed to the short-, medium-, and long-term
       success of the South African mining industry.

Categorisation of the Transaction

The Transaction does not constitute a categorised transaction
in terms of the Listings Requirements of the JSE Limited and
accordingly this information is disclosed on a voluntary basis.


ENDS

For all queries, please contact:
Thabang Thlaku
Executive: Investor relations and new business development.
Office: +27 11 779 1300 | Email: thabang.thlaku@arm.co.za

Sandton
24 November 2023

JSE Equity Sponsor: Investec Bank Limited

Date: 24-11-2023 12:00:00
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