New Investment in Avmin

Anglovaal Mining Ld
13 October 2000


Anglovaal Mining Limited
(Incorporated in the Republic of South Africa)
(Registration number 1933/004580/06)
('the Company')

Shareholders of the Company are referred to the announcement below.

Arctic Resources Limited
(Registration Number 376709)
(Incorporated in the British Virgin Islands)
('Arctic')

SIGNIFICANT NEW INVESTMENT IN ANGLOVAAL MINING LIMITED AND
THE CREATION OF A CONTROL STRUCTURE

1. Introduction

Investec Bank Limited is authorised to announce the salient details of
arrangements to maintain sustainable and effective control for the Menell
family, the current controlling shareholders of Anglovaal Mining Limited
('Avmin'). The directors of Avmin have been informed of these arrangements and
accordingly shareholders are advised of the salient details.

2. Background

Avmin as it is presently constituted is the product of the restructuring of
the Anglovaal Limited group and is today a focused mining and minerals company
operating in the areas of ferrous, base and precious metals.

The group is currently controlled by the Menell family through high voting
unlisted compulsorily convertible preference shares ('the preference shares').
On 30 June 2001, the preference shares will convert to ordinary shares at
which time their high voting rights will terminate.

3. Management control structure

The Menell family ('the controlling shareholders') together with a group of
offshore investors and Investec Bank Limited, have entered into agreements
whereby their collective interests in Avmin are to be pooled in Arctic under
the control of the Menell family. It is Arctic's intention to acquire
additional ordinary shares in Avmin so as to establish a measure of
sustainable long-term control.

Following these arrangements, Arctic has secured equity interests in excess of
40 per cent and voting interests in excess of 60 per cent in Avmin. This
ensures that a measure of control by the controlling shareholders will be
maintained after the conversion of the preference shares.

It is intended that Arctic will take advantage of market opportunities to
supplement this equity holding.

4. Rationale

Following the disposal of various non core investments, Avmin's profile has
changed significantly from a mining holding company invested in a diversified
range of mining sectors to a focused operational company with exposure to
sizeable mining and mineral-related projects and operations in its core areas
of ferrous, base and precious metals. 

Rick Menell and Brian Menell, and their new partners, are of the firm opinion
that substantial additional value can be unlocked through the exercise of
sustainable control to ensure the ongoing implementation of Avmin's current
strategy and projects. 

The substantial investment by Arctic, drawn from both local and offshore
sources, is a strong endorsement by the controlling shareholders and their new
partners of Avmin's prospects as a successful mining operator and developer of
quality mineral projects in Southern Africa.

5. The Securities Regulation Code on Takeovers and Mergers ('the Code') 

The Securities Regulation Panel has ruled that the above arrangements do not
constitute an affected transaction and, therefore, do not trigger a mandatory
offer in terms of the Code. 

12 October 2000
Johannesburg