Statement re Earn-in Agreement

Regulatory Announcement                                                        
                                                                               
                                                                               
Company                           Pan African Resources plc                    
                                                                               
TIDM                              PAF                                          
                                                                               
Headline                          Earn-in Agreement                            
                                                                               
Released                          20 February 2008                             

                           Pan African Resources PLC                           

                       (`Pan African' or the `Company')                        

(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 Enters into an Earn-in Agreement for the Kyereboso Exploration   
                               Property in Ghana                               

Pan African Resources plc (AIM: PAF, Altx: PAN), the African based mining and
exploration company, announces that it has signed an earn-in agreement with
SEMS Exploration Services Limited ("SEMS") to acquire, in three stages a 90%
interest in the licence rights of the Kyereboso Exploration Property
("Kyereboso") in southern Ghana.

Highlights of the transaction are:

  * Acquisition of a substantial exploration property in the vicinity of the
    largest gold producer in Ghana
   
  * Close proximity to Akrokerri Exploration project acquired June 2007
   
  * Advanced exploration play with major drill defined exploration targets
   
The exploration licence covers an area of 16km². Pan African also has access to
a geological database collected over twelve years, comprising 1070m of mapped
underground adits, soil and stream sampling grids, ground geophysics, three
dimensional structural modelling and 2200m of RC and core drilling. Some of the
highest grade intersections from historical holes drilled on the property
include; 15,2m @ 2.3g/t, 11m @ 3g/t, 13.4m @ 2.3g/t, 31m @ 2.1g/t, 24m @ 5g/t,
3m @ 8.9g/t and 11m @ 3g/t. These intersections represent continuous
mineralisation over runs of 100 to 250m down the several boreholes over a
strike-length of 1.5km.

Pan African will pay SEMS US$200,000 within ten days for an exclusive option to
conduct exploration activity on the property for a period of 12 months (first
exploration phase) and bear the annual costs of approximately US$15,000 to keep
the exploration licence in good standing. After completion of the first phase
of exploration, Pan African shall be entitled, but not obliged, to proceed to
the second exploration phase.

Upon completion of the first exploration phase, by which time the Company
expects to have a robust geological model to assess the prospects of the
project, Pan African will be granted another sole and exclusive right to
explore the property for another 12 months. In consideration for this right,
the Company shall pay SEMS the sum of US$150,000 and issue SEMS 3,000,000
ordinary shares of 1p each, the attributed value of which is to be calculated
based on the volume weighted average trading price on the AIM Market in the 30
day period preceding the date of issue.

Upon completion of the second exploration phase, and provided that the Company
has not spent less than US$1,000,000 the Company shall have earned an interest
of 50%. Should Pan African have failed to incur a cost of US$1,000,000 during
the first two exploration phases and wishes to proceed to phase three, then the
Company shall have the right, but not the obligation, to pay SEMS the balance
in cash or shares or a combination of both.

Pan African can acquire a further 20% interest (total interest 70%) from SEMS
up until the completion of a bankable feasibility study ("BFS") for a
consideration of US$400,000. Upon commencement of mine construction the Company
can acquire a further 20% interest (total interest 90%) by paying SEMS 1,5% of
the Net Present Value of the project as determined by the BFS, as well as
granting SEMS a royalty of US$5 per ounce of gold produced for the first
500,000 ounces, after which the royalty amount will be reviewed pending
economic conditions. The remaining 10% interest in the project will be
transferred upon the commencement of mining to the Ghanaian government as a
free carry, as per Ghanaian mining legislation.

Jan Nelson, CEO of Pan African, said: "The agreement signed to earn-in allows
us flexibility to participate in a highly prospective area contiguous to the
largest gold producer in Ghana, the Obuasi Gold Mine and our Akrokerri
property, allowing for cost effective management of the project."

                                     ENDS                                      

NOTES TO THE EDITOR

Martin Bevelander, Group Consulting Geologist for Pan African Resources, is

SACNASP (South African Council for Natural Scientific Professions) accredited
and was responsible for reviewing the historical geological data.

For further information on Pan African PLC, please visit the website at

www.panafricanresources.com

Enquiries

Pan African Resources

Jan Nelson / CEO

[phone]

Keith Spencer, Chairman

[phone]

[phone]

Ambrian Partners Limited

Richard Brown

[phone]

Richard Greenfield

[phone]

Macquarie First South

Corporate Finance (Pty) Ltd

Amanda Markman

[phone]

Doné Hattingh

[phone]

St James's Corporate

Services Limited

Phil Dexter

[phone]

FD Beachhead

Jennifer Cohen/Louise Brugman

[phone] / [phone]