Director/PDMR Shareholding

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

           ISIN for Nil Paid Rights: GB00B85FJG40 (JSE Code: PANN)

                   ISIN for Fully Paid Rights: GB00B8RCBP62

                         ("Pan African" or "Company")

DEALINGS IN SECURITIES BY DIRECTORS OF PAN AFRICAN ("DIRECTORS")
AND THEIR ASSOCIATES

In compliance with the JSE Limited ("JSE") Listings Requirements,
the following dealings by Directors and associates of Directors with respect
to new ordinary shares ("New Shares") to be issued by the Company pursuant to
a rights offer ("Rights Offer"). Details of the Rights Offer were provided in
the announcements dated 7 November, 23 November and 3 December and the
prospectus (as required by the U.K. Prospectus Rules) and pre-listing
statement (as envisaged in the JSE Listings Requirements) of the Company
prepared in respect of the Rights Offer, which was published on 3 December
2012 ("Document"). In terms of the salient dates and times set out in the
Document, Pan African shareholders' accounts have been updated with rights
pursuant to the Rights Offer. Accordingly, Directors which hold shares in Pan
African received rights and have resolved what action they shall take with
respect to such rights, details of which are provided below:

Name of director:                        J A J Loots
Designation:                             Non-executive Director
Date of transaction:                     Election to be executed on the closing date of the
                                         Rights Offer being 11 January 2013
Nature of transaction:                   Subscription for New Shares
Class of security:                       Ordinary shares
Number of securities:                    16 575
Subscription price per security:         R1.90
Total value of transaction:              R31 492.50
Confirmation of on market or off market: On market
Nature of director`s interest:           Direct beneficial
 
Name of director:                        J P Nelson
Designation:                             Chief Executive Officer
Date of transaction:                     Election to be executed on the closing date of the
                                         Rights Offer being 11 January 2013
Nature of transaction:                   Subscription for New Shares
Class of security:                       Ordinary Shares
Number of securities subscribed for:     13 157
Subscription price per security:         R1.90
Total value of transaction:              R24 998.30
Confirmation of on market or off market: On market
Nature of director`s interest:           Direct beneficial

Mr R G Still has extended an offer to the Company in terms of which
he may be required to subscribe for New Shares in the amount of R29 717 500
(equivalent to 15 640 789 New Shares). Fulfilment of this commitment may be
implemented through the application for excess New Shares which may result in
him acquiring further New Shares than disclosed below; however, such amount
may only be determined subsequent to the closing date of the Rights Offer. In
the event that Mr R G Still, or his associates, acquire New Shares in addition
to those disclosed below, a further announcement will be published.

Name of director:                        R G Still
Designation:                             Non-executive Director
Date of transaction:                     Election to be executed on the closing date of the
                                         Rights Offer being 11 January 2013
Nature of transaction:                   Subscription for New Shares
Class of security:                       Ordinary shares
Number of securities:                    510 000
Subscription price per security:         R1.90
Total value of transaction:              R969 000.00
Confirmation of on market or off market: On market
Nature of director`s interest:           Direct beneficial
 
Name of director:                        R G Still
Designation:                             Non-executive Director
Name of Associate:                       The Alexandra Family Trust
Relationship with director:              Trust in which R Still holds a beneficial interest
Date of transaction:                     Election to be executed on the closing date of the
                                         Rights Offer being 11 January 2013
Nature of transaction:                   Subscription for New Shares
Class of security:                       Ordinary shares
Number of securities:                    3 169 880
Subscription price per security:         R1.90
Total value of transaction:              R6 022 772.00
Confirmation of on market or off market: On market
Nature of director`s interest:           Indirect beneficial
 
Name of director:                        R G Still
Designation:                             Non-executive Director
Name of Associate:                       The Alexandra Family Trust
Relationship with director:              Trust in which R Still holds a beneficial interest
Date of transaction:                     Election to be executed on the closing date of the
                                         Rights Offer being 11 January 2013
Nature of transaction:                   Application for excess New Shares
Class of security:                       Ordinary shares
Number of securities:                    1 125 859
Subscription price per security:         R1.90
Total value of transaction:              R2 139 132.10
Confirmation of on market or off market: On market
Nature of director`s interest:           Indirect beneficial
 
Name of director:                        R G Still
Designation:                             Non-executive Director
Name of Associate:                       Pangea Exploration (Pty) Ltd
Relationship with director:              Company in which R Still holds a beneficial interest
Date of transaction:                     Election to be executed on the closing date of the
                                         Rights Offer being 11 January 2013
Nature of transaction:                   Subscription for New Shares
Class of security:                       Ordinary shares
Number of securities:                    457 418
Subscription price per security:         R1.90
Total value of transaction:              R869 094.20
Confirmation of on market or off market: On market
Nature of director`s interest:           Indirect beneficial

In compliance with paragraph 3.66 of the JSE Listings Requirements,
prior clearance to deal in the above securities was obtained in accordance
with the Company's trading policy.

28 December 2012

Sponsor

One Capital