Fulfilment of conditions precedent Uitkomst Col...

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”)

FULFILMENT OF ALL CONDITIONS PRECEDENT TO THE SALE OF UITKOMST COLLIERY

Further to the announcement published on 5 April 2017, Pan African is pleased to announce that all conditions precedent to the disposal of 100% of the shares and loan accounts in Pan African Resources Coal Holdings Proprietary Limited (“PAR Coal”) (“the Transaction”) have now been fulfilled. This follows Uitkomst Colliery Proprietary Limited (“Uitkomst”) having entered into a supply of coal agreement on terms acceptable to Coal of Africa Limited (“CoAL”).

As a result, the effective date of the Transaction will be 30 June 2017 (“Effective Date”), when CoAL will take ownership, control and management of PAR CoAL and Uitkomst and Pan African will receive its consideration which will be settled as follows:

• R125 million in cash on the Effective Date.
• R125 million through the issue of 261,287,625 new ordinary shares in CoAL on the Effective Date.
• R25 million in deferred consideration (the “Deferred Consideration”). The Deferred Consideration may be paid by CoAL at any time prior to the second anniversary of the Effective Date. The Deferred Consideration will bear interest at the South African prime overdraft rate from the Effective Date. If the Deferred Consideration and any interest accrued thereon is not paid to Pan African by the second anniversary of the Effective Date, Pan African may elect to have the amount due to it settled through the issue of new CoAL ordinary shares at a price per share equal to the 30-day volume weighted average price of a CoAL ordinary share as traded on the exchange operated by the JSE prevailing on the last trading day immediately prior to the date that such election is made.

By order of the Board
Johannesburg
26 June 2017                       

Contact information
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   Pan African Resources PLC Chief Executive Officer  Office: + 27 (0) 11 243 2900	Deon Louw Pan African Resources PLC Financial Director Office: + 27 (0) 11 243 2900
Phil Dexter St James's Corporate Services Limited Company Secretary Office: + 44 (0) 207 796 8644	John Prior / Paul Gillam Numis Securities Limited Nominated Adviser, Joint Broker Office: [phone]
Sholto Simpson One Capital JSE Sponsor Office: + 27 (0) 11 550 5009	Matthew Armitt / Ross Allister Peel Hunt LLP Joint Broker Office: [phone]
Jeffrey Couch/Neil Haycock/Thomas Rider BMO Capital Markets Limited Joint Broker Office: [phone]	Bobby Morse/Chris Judd Buchanan Communications Public & Investor Relations UK Office: + 44 (0) 207 466 5000
Julian Gwillim Aprio Strategic Communications Public & Investor Relations SA Office: [phone]	Marius Saaiman M Squared Resources Transaction advisor Office: [phone]