Acceptance of the Jadeite Offer

Pan African Resources PLC

(Incorporated and registered in England and Wales under Companies Act 1985
with registered number 3937466 on 25 February 2000)

Share code on AIM: PAF

Share code on JSE: PAN

ISIN: GB0004300496

(“Pan African” or the “Company”)

ACCEPTANCE OF THE JADEITE OFFER

Pan African shareholders (“Shareholders”) are referred to the announcement published by the Company on 26 May 2016 (“Jadeite Announcement”), wherein Shareholders were advised that the Company had presented an offer (“Offer”) to Jadeite Limited (“Jadeite”) to acquire its 33.6% interest in Shanduka Gold Proprietary Limited subject to certain terms and conditions (“Jadeite Transaction”), and had concluded a bookbuild in terms of which it had secured undertakings from certain Shareholders and new institutional investors to acquire a maximum of 111 711 791 new Pan African ordinary shares (“Placement Shares”) pursuant to a vendor consideration placing (“Vendor Placing”).

Further to the Jadeite Announcement, Shareholders are advised that Jadeite has accepted the Offer and both the SBSA Transaction and Jadeite Transaction (the “Transactions”) have become unconditional. The Company expects the Transactions to be concluded simultaneously on or about 7 June 2016.

Application has been made to the London Stock Exchange for admission of the Placement Shares to trading on AIM. The Company has received approval from the JSE Limited for the listing and trading of the Placement Shares on its Main Board (“Main Board”). It is expected that admission and listing of the Placement Shares on AIM and the Main Board will become effective on or about 3 June 2016.

Completion of the Vendor Placing remains conditional on, inter alia, admission of the Placement Shares to trading on AIM.

Rosebank, Johannesburg

1 June 2016

For further information on Pan African, please visit the Company’s website at http://www.panafricanresources.com/     

Sole Corporate Advisor in respect of the Transactions, South African Bookrunner
and JSE Sponsor to Pan African
One Capital

South African Legal Advisors to Pan African
Webber Wentzel

UK Bookrunners

Numis Securities Limited

Peel Hunt LLP

UK Legal Advisors to Pan African
Fladgate LLP

Legal Advisors to UK Bookrunners
Memery Crystal

Contact Details

Corporate Office
The Firs Office Building
1st Floor, Office 101
Cnr. Cradock and Biermann Avenues
Rosebank, Johannesburg
South Africa
Office:   + 27 (0) 11 243 2900
Facsimile: + 27 (0) 11 880 1240

Registered Office
Suite 31
Second Floor
107 Cheapside
London
EC2V 6DN
United Kingdom

Office:   + 44 (0) 207 796 8644
Facsimile: + 44 (0) 207 796 8645

Cobus Loots	Deon Louw
Pan African Resources PLC	Pan African Resources PLC
Chief Executive Officer	Financial Director
Office: + 27 (0)11 243 2900	Office: + 27 (0)11 243 2900
Phil Dexter	John Prior / James Black / George Fry
St James's Corporate Services Limited	Numis Securities Limited
Company Secretary	Nominated Adviser and Joint Broker
Office: + 44 (0)207 796 8644	Office: + 44 (0)207 260 1000
Sholto Simpson	Matthew Armitt / Ross Allister
One Capital	Peel Hunt LLP
JSE Sponsor and Transaction Advisor	Joint Broker
Office: + 27 (0)11 550 5009	Office: + 44 (0)207 418 8900
Gareth Driver / Huneiza Goolam	Julian Gwillim
Webber Wentzel	Aprio Strategic Communications
South African Legal Advisor	Public & Investor Relations SA
Office: + 27 (0)11 530 5000	Office: + 27 (0)11 880 0037
Daniel Thöle
Bell Pottinger
Public & Investor Relations UK
Office: + 44 (0)203 772 2500

Numis and Peel Hunt, who are authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting for the Company and for no-one else in relation to the Vendor Placing, and will not be responsible to any person other than the Company for providing the protections afforded to their clients nor for providing advice in connection with the matters contained in this announcement. No representation or warranty, express or implied, is or will be made, and to the fullest extent permitted by law no responsibility or liability is or will be accepted by any of Numis or Peel Hunt, or by any of their affiliates or agents, as to or in relation to, the accuracy or completeness of this announcement, or any other written or oral information made available to or publicly available to, any interested party or its advisers, and any liability therefor, or in connection therewith, is expressly disclaimed.

DISCLAIMER – INTENDED ADDRESSEES

NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, HONG KONG, CANADA, JAPAN, OR SWITZERLAND OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR TO U.S. PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED).

This announcement is for information purposes only and does not constitute an invitation or offer to subscribe for, underwrite or otherwise acquire or dispose of any securities in any jurisdiction. This announcement is only intended to be accessed and reviewed by persons to whom it can lawfully be addressed and is not intended to be transmitted or distributed, directly or indirectly, into the United States, Australia, New Zealand, Hong Kong, Japan, Canada or Switzerland or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The transmission and distribution of this announcement may be restricted by law in various jurisdictions, and persons who access this announcement should inform themselves about, and observe, any such restrictions.

The securities described in this announcement have not been, and will not be, registered under the U.S. Securities Act 1933, as amended (the “Securities Act”), or under any relevant securities laws of any state of the United States of America and, subject to certain exceptions, the securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons or to persons within the United States of America, as such terms are defined in Regulation S under the Securities Act. There will be no public offering of the securities in the United States.