Director/PDMR Shareholding/Issue of Equity

Pan African Resources PLC

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

AIM Code: PAF

JSE Code: PAN

ISIN: GB0004300496

("Pan African" or "the Company")

DEALING IN SECURITIES

The Company was notified on 24 May 2013 of the following dealing in respect of
the Company's ordinary shares of 1 pence each ("Shares"):

Name of individual: KC Spencer

Company of which he is a director: Pan African Resources PLC

Nature of transaction: Exercise of options granted in 2008 in terms of the
Company's share option plan

Date of transaction: 24 May 2013

Number of shares: 1,500,000

Price per ordinary share: ZAR0.83 ("Strike Price")

Value of transaction: ZAR1,245,000

Class of shares: Shares

Interest of director: Indirect beneficial

Clearance obtained: Yes

On-market or off-market: Off-market

Further to this exercise of options by Mr Spencer, the Company has issued
1,500,000 Shares at the Strike Price for a total consideration of ZAR1,245,000
to Mr Spencer's family trust - Strode Trust. Following this issue of Shares,
the total issued share capital of the Company comprises 1,822,834,263 Shares.

Mr Spencer's total indirect beneficial interest in Pan African after the
exercise of options is 1,500,000 Shares, representing 0.08% of the issued share
capital of the Company.

Application will be made to the AIM market of the London Stock Exchange ("AIM")
and to the exchange operated by JSE Limited ("JSE") for 1,500,000 Shares to be
admitted to trading on AIM and for listing on the JSE, with admission to
trading and listing on both markets expected to occur on 31 May 2013.

Johannesburg

24 May 2013

JSE Sponsor                                                                    
                                                                               
One Capital                                                                    

PAN AFRICAN ENQUIRIES                UK                                        
                                                                               
South Africa                                                                   
                                                                               
Pan African Resources                Canaccord Genuity Limited - Nomad and     
                                     Joint Broker                              
Mr Cobus Loots                                                                 
                                     Andrew Chubb / Peter Stewart / Joe Weaving
Non-executive director and Joint                                               
Interim Chief Executive Officer      [phone]                      
                                                                               
[phone]                                                            
                                                                               
Mr Ron Holding                                                                 
                                                                               
Chief Operating Officer and Joint                                              
Interim Chief Executive Officer                                                
                                                                               
[phone]                                                            
                                                                               
One Capital                          finnCap Limited - Joint Broker            
                                                                               
Sholto Simpson / Megan Young         Elizabeth Johnson / Joanna Weaving        
                                                                               
[phone]                  [phone]                      
                                                                               
Vestor Investor Relations            St James's Corporate Services Limited     
                                                                               
Louise Brugman                       Phil Dexter                               
                                                                               
[phone]                  [phone]                      
                                                                               
[phone]                                                                
                                                                               
                                     Gable Communications                      
                                                                               
                                     Justine James                             
                                                                               
                                     [phone] / [phone]

For further information on Pan African, please visit the website at
www.panafricanresources.com