Acquisition and Readmission

Pan African Resources PLC
04 July 2007


                                 

4 July 2007


                           Pan African Resources plc

                        ('Pan African' or the 'Company')


 PROPOSED ACQUISITION OF BARBERTON MINES (PTY) LIMITED ('BARBERTON MINES') AND
                              RE-ADMISSION TO AIM


The Directors of Pan African are pleased to provide more details of the
Company's proposed acquisition of 74 per cent. of Barberton Mines which will
establish Pan African as a gold production company. Shareholders are also
informed that an admission document (the 'Admission Document') has been
published today, together with a notice convening an Extraordinary General
Meeting of the Company to be held at 10.30 am on 27 July 2007 (or as soon
thereafter as the Annual General Meeting of the Company convened for the same
date and place shall have been concluded or adjourned).


The Existing Ordinary Shares of the Company were suspended from trading pending
the publication of the Admission Document and have recommenced trading today. A
copy of the Admission Document is available from the Company's web site,
www.panafricanresources.com and is expected to be posted to Shareholders
shortly.


Capitalised terms used in this announcement but not otherwise defined have the
meanings given to them in the Admission Document.


Summary


   • Proposed acquisition of a 74 per cent. interest in Barberton Mines
     resulting in the issue of 593,740,476 Ordinary Shares
   • Proposed issue of 60,000,000 Ordinary Shares to Pangea
   • Adoption of the new share option plan
   • Admission of Enlarged Share Capital to trading on AIM
   • Secondary listing of the Enlarged Share Capital on Altx


Jan Nelson, Chief Executive Officer of Pan African said, 'The proposed
transaction will result in Pan African being transformed from a junior gold
explorer to a mid-tier gold producer and explorer that can fund its own
exploration activities. It allows the Company to form a strategic partnership
with Metorex which brings with it access to seasoned entrepreneurial, management
and technical skills. This will not only greatly assist the Company in the
development of its projects but also enhance its ability to source new projects.
In addition, the Company also gains Shanduka Resources as a shareholder and
strategic partner providing the Company with another avenue to source
exploration opportunities. The Company will also gain an extremely capable
mining team with a proven track record for delivering results at Barberton
Mines. Pangea Exploration remains as a shareholder and strategic partner in
pursuing our future exploration ambitions. The transaction unlocks significant
shareholder value and provides a platform for the Company to realise that value.
The Board would like to thank our current shareholders for their patience during
the suspension period and encourage them to vote in favour of the proposed
transaction.'


For more information please contact:

Pan African Resources:  Ambrian Partners           Sansara Financial
                        Limited:                   Services:

Jan Nelson, CEO         Richard Brown/Richard      Amanda Markman
                        Greenfield
[phone]     [phone]       + 27 (0) 82 499 2911

Colin Bird, Chairman    FD Beachhead               Parkgreen Communications
[phone]    (Public Relations -        (Public Relations -
                        South Africa):             United Kingdom):
                                                
                        Jennifer Cohen/Louise      Clare Irvine/Justine
                        Brugman                    Howarth

                        [phone]        + 44 (0) 207 851 7480
                        [phone]


or visit www.panafricanresources.com



The following details are summarised from Part I of the Admission Document and
should be read in the context of the whole of that document when received by
Shareholders:



1.       INTRODUCTION:


Pan African has signed a conditional acquisition agreement under which it has
agreed to acquire, from Metorex, 4,440,000 Barberton Shares (being 74 per cent.
of the issued ordinary share capital of Barberton Mines) and all of the
Barberton Preference Shares held by Metorex for a total consideration of £35.6
million, which is to be satisfied by the issue by the Company of the Metorex
Shares, to Metorex credited as fully paid at 6p per share. The remaining
1,560,000 ordinary shares in Barberton Mines (being 26 per cent. of the issued
share capital of Barberton Mines) are held by Shanduka, a BEE group, in order to
comply with the MPRDA and the BBEC for the South African Mining Industry.
Shanduka has an option to sell its 26 per cent. holding in Barberton Mines to
Pan African in consideration for additional Ordinary Shares, equating to
approximately 19 per cent. of the Enlarged Share Capital of the Company.

The Barberton Acquisition constitutes a reverse takeover for the purposes of the
AIM Rules and therefore Pan African requires the prior approval of its
Shareholders at the EGM before it can conclude the Barberton Acquisition.


In addition, the Company has applied for, and has been granted, a Listing on
Altx as required by the South African Reserve Bank's approval of the Barberton
Acquisition. Such Listing will become effective on completion of the Barberton
Acquisition.


It is intended that the Pan African board is strengthened by the appointment,
upon Admission, of the Proposed Directors, both of whom are currently directors
of Metorex. Further details of the Proposed Directors are set out below.


The purpose of the Admission Document is to explain the background to and
reasons for the Proposals and why the Directors believe that the Proposals are
in the best interests of the Company and Shareholders as a whole and to
recommend that Shareholders vote in favour of the Resolutions.


Shareholders are therefore invited to vote on the Resolutions at the EGM. If the
Resolutions are passed in their entirety, and without amendment, by the
Shareholders, the Proposals will be implemented.


2.       BACKGROUND TO AND REASONS FOR THE BARBERTON ACQUISITION


Pan African is committed to continue to deliver on the Company's vision of
'acquiring a portfolio of mineral deposits in Africa with world-class potential
in favourable areas of Africa and develop them to enhance shareholder value'.


Further to this commitment, the Company announced on 28 June 2007 the
acquisition of exploration rights in Ghana which the Directors believe will:


   • provide the Company with an advanced exploration project that could,
     within five years, contribute to the planned growth in the annual gold
     production profile;


   • provide the Company with the necessary exploration base to consolidate
     additional properties in this area; and


   • potentially provide the opportunity to acquire a lease over mining
     rights in the immediate vicinity.


However, the Directors recognise that to achieve scale and visibility in the
gold sector, the Company has to acquire the necessary skills and funds not only
to fast track the development of current projects but also to be strategically
placed to take advantage of new acquisition opportunities. The mining industry
is currently experiencing a critical shortage of managerial, project development
and operational skills across the globe. It is as a result of these factors that
the Directors made a strategic decision to acquire a production base in Africa
that could provide critical mass for the Company in terms of cash flow,
skill-set and assets, which would ensure continued growth to enhance Shareholder
value.


Completion of the Barberton Acquisition will:


   • provide Pan African with the necessary skills base (not only at
     Barberton Mines; but also from Metorex) to enable the Company to fast track
     the development of current projects by applying the full range of proven
     technical capability from metallurgical, engineering through to mining
     skills;


   • allow Pan African to unlock previously unrealised value at Barberton
     Mines through the application of its geological expertise;


   • establish Pan African as a gold producer and therefore provide Pan
     African with cash flow to fund its ongoing exploration activities;


   • position Pan African such that additional acquisition opportunities can
     be realised;


   • provide necessary momentum for the Company's regional exploration
     ambitions in Ghana; and


   • add additional premium exploration potential close to the mines being
     acquired.


In addition, the Company through the Proposed Directors will gain the
involvement of seasoned entrepreneurs who will assist the Company in its
deal-flow.


3.       PRINCIPAL TERMS AND EFFECTS OF THE BARBERTON ACQUISITION


3.1 Principal terms


Completion of the Barberton Acquisition is subject to certain conditions
precedent. These include, inter alia, a valuation from an auditor (Deloitte &
Touche) on the assets to be acquired for a non-cash consideration (to comply
with section 103 of the Act) which has been obtained, South African Reserve Bank
approval which has been obtained, the secondary listing on Altx of the Ordinary
Shares, Shareholder approval for the purposes of the AIM Rules, waiver of the
pre-emption rights of the remaining shareholder in Barberton Mines (that is
Shanduka) and Pan African's re-admission to AIM.


As a further condition precedent of the Barberton Agreement and in accordance
with the terms of the Pangea Agreement, Pan African will issue an additional
60,000,000 Ordinary Shares to Pangea credited as fully paid up at 6p per share
in consideration for the acquisition of the 20 per cent. free carried interest
it holds in the Manica Project (taking the Company's stake to 100 per cent. in
the Manica Project and which is itself conditional upon a valuation, which has
been obtained, from an auditor (Grant Thornton) on the assets to be acquired for
a non-cash consideration) and the remaining payments due to Pangea in respect of
the gold projects in the CAR will be cancelled.


Shanduka has agreed to waive its tag along and pre-emptive rights in Barberton
Mines in consideration for an option to convert its 26 per cent. shareholding in
Barberton Mines into 208,611,519 new Ordinary Shares which would represent
approximately 19 per cent. of the Enlarged Share Capital. Shanduka may exercise
this option at any stage up to 30 June 2008 following the approval of the DME to
the conversion of Barberton Mines old order rights into new order rights (or, if
such approval is not granted before 30 June 2008, until 31 August 2008) failing
which the option lapses. Shanduka may not sell any Ordinary Shares acquired by
it prior to 1 July 2008. In addition Pan African has granted Shanduka a further
option to acquire 64,304,622 new Ordinary Shares which would represent 6 per
cent. of the Enlarged Share Capital. The option is exercisable at anytime during
the 12-month period beginning on the date which is six months after the date of
Admission. The option price is the volume weighted average trading price of
Ordinary Shares in the three month period preceding the date of exercise of the
option less 15 per cent. Should Pan African undertake a placement of Ordinary
Shares for the purpose of fundraising (save for any fundraising undertaken by
Pan African in the period six months from Admission) during the period of the
option, Shanduka may participate in such placement for all or 50 per cent. of
the placing shares at the trading price of the Ordinary Shares on all markets
less 15 per cent. Shanduka has agreed not to sell any of the shares so acquired
for a period of 12 months following the Admission date.


Metorex intends to hold the Metorex Shares as an investment and has undertaken
not to dispose of any of its Pan African shareholding for a period of 12 months
from the date of issue other than by way of a distribution in specie. Pan
African has the right to place such shares if required. Metorex will appoint two
directors to the board of Pan African even though the Acquisition Agreement
entitles Metorex to appoint one director to the board of Pan African for each 10
per cent. of the issued share capital of Pan African that Metorex holds. Pan
African will have the right to appoint three directors onto the board of
Barberton Mines, which will have a total of five directors.


Immediately following Admission, Pan African's issued share capital will have
risen from 418,003,235 shares to 1,071,743,711 shares in issue. The Existing
Ordinary Shares include the issue of the Explorata Shares and the Goldiam Shares
and 1,677,273 Ordinary Shares issued on the partial exercise of an option by a
former director of Pan African (amounting to a total of 10,250,000 Ordinary
Shares) as announced on 11 May 2007. The Goldiam Shares and the Explorata Shares
have been issued in respect of mineral rights in the CAR and Mozambique upon
certain conditions being fulfilled (as announced by the Company on 13 March 2006
and 9 January 2006, respectively).


Should the Resolutions proposed in the notice of EGM be approved, all other
conditions precedent having been satisfied, the Barberton Acquisition would be
completed in all respects by the Admission of Pan African to AIM.


3.2 Ownership of shares in Barberton Mines


The share capital of Barberton Mines consists of ordinary shares and the
Barberton Preference Shares. Those ordinary shares and the Barberton Preference
Shares held by Metorex are to be acquired by Pan African, but such shares held
by Shanduka will be retained by Shanduka, for so long as Shanduka does not
exercise its option under the Shanduka Agreement.


As part of the Shanduka Agreement, Shanduka has agreed to sell all of its
Barberton Preference Shares, to the extent any remain unredeemed, if and when
Shanduka exercises its option to sell its Barberton Mines shares under the
Shanduka Agreement.


The Barberton Preference Shares are redeemable at the instance of the board of
Barberton Mines and carry a variable coupon rate determined by the board of
Barberton Mines. Under South African Law, the maximum amount that a company may
utilise to redeem shares or pay dividends is the amount of the profits available
for distribution. As at the Last Practicable Date, Metorex held 7,812 Barberton
Preference Shares and Shanduka held 269. The board of Barberton Mines has
undertaken not to redeem any of the Barberton Preference Shares or declare any
dividends in respect thereof from the Last Practicable Date until the date of
Admission. As part of the acquisition of Barberton Mines, Pan African will
acquire all the Barberton Preference Shares held by Metorex which are unredeemed
at the date of Admission.


4.       PURPOSE OF THE LISTING ON THE JSE


Pan African wishes to obtain a secondary listing of its Ordinary Shares on AltX
in order to:


   • satisfy the requirements of Exchange Control with respect to Metorex's
     disposal of Barberton Mines to Pan African in exchange for Ordinary Shares;


   • fulfill the conditions precedent of the Barberton Acquisition;


   • provide a further funding mechanism through which Pan African can
     realise opportunities in the gold sector in both South Africa and Southern
     Africa;


   • enhance South African investors' awareness of Pan African thereby
     potentially enlarging Pan African's investor base and increasing trade in
     its shares; and


   • facilitate direct investment by South African residents in Pan African.


The main activities of the Enlarged Group, following completion of the
Proposals, will comprise gold production, mineral exploration and development,
and the Directors and Proposed Directors consider that the Enlarged Group on
entering into the Relationship Agreement will be an independent business that
controls the majority of its assets.


5.       NATURE OF BUSINESS, STRUCTURE AND STRATEGY OF THE ENLARGED GROUP


5.1. Nature of business and Enlarged Group structure

Pan African is a mining exploration and development company with a focus on the
gold sector on the African continent. Pan African has developed a prospective
portfolio of exploration assets that provide a balance between a project with
near-term production potential (Manica gold project in Mozambique), two projects
that provide a large ground holding in a previously unexplored region with the
potential to develop into a major new gold camp (Bogoin and Dekoa gold projects
in the CAR) and a 90 per cent. interest in the Akrokerri property in Ghana.


The Barberton Acquisition immediately provides the Company with a production
base and cash flow to aid the financing of its ongoing exploration activities.
It also provides an additional advanced exploration project.


Barberton Mines comprises three operating mines, Fairview, New Consort and Sheba
, situated in the Magisterial District of Barberton, Mpumalanga Province, South
Africa, some 370km east of Johannesburg and 47km south west of Nelspruit. Gold
production in this area commenced more than 100 years ago. Barberton Mines
produced approximately 100,000 ounces of gold for the financial year ended 30
June 2006 at a recovered grade of 9.8g/t.


The Company has reviewed the extensive exploration dataset at Barberton Mines
which has not previously been collectively modelled and accessed and believes
that the potential for additional gold discoveries at or near surface exist. As
such the Company intends to initiate a US$2 million stand-alone surface
exploration programme at Barberton Mines over the next two years to test the
geological prospectivity of the lease area and follow-up on previously
unexplored exploration results.


Barberton Mines has an experienced management team that will become part of the
Enlarged Group. This team not only forms an independent business unit of the
Enlarged Group, but also provides additional skill sets within the Enlarged
Group for other projects. The management team at Barberton Mines is responsible
for approximately 1,475 employees and reports directly to the Board of Barberton
Mines. The Board of Barberton Mines consists of five directors of which Pan
African has a right to appoint three directors.


Pan African intends to continue complying with a management agreement currently
in existence between Barberton Mines and Metorex. This management agreement
provides for additional financial and technical services that allow the board of
Barberton Mines to fulfil certain of its management functions. Although Pan
African will be intimately involved in the management of the mines, such
additional financial and technical assistance will not only allow for a detailed
focus and review, but will also have a significant cost saving for the Enlarged
Group.


All technical and financial skill sets for exploration projects throughout
Africa is out-sourced. The projects are managed by the executive management of
the Enlarged Group with assistance from the Technical Committee. The exploration
projects account for approximately 15 technical and financial people employed on
a contract basis.


5.2. Strategy


The Barberton Acquisition will allow the Company to continue pursuing its
current exploration and growth strategy intended to grow the Enlarged Group to
an annual production base of 500,000 ounces of gold per annum and a total gold
resource base of 10Moz, both within a five-year period. This strategy will be
pursued by:


   • growing current production levels at Barberton Mines in South Africa to
     150,000 ounces per annum over a five year period (which could include the
     acquisition of additional gold mining and exploration opportunities in the
     vicinity of Barberton Mines which could enable the Company to consolidate
     the gold fields situated within the Barberton Greenstone belt as a result
     of: (a) Barberton Mines strategic geographical position: (b) extensive
     technical and management experience base: (c) an already producing BIOX and
     CIL plant and (d) access to financing within the Enlarged Group);


   • initiating a US$ 2,000,000 exploration programme at Barberton Mines over
     a two-year period;


   • advancing the Manica Project in Mozambique to a BFS and commence mine
     development to achieve annual production of 86,000 ounces per annum;


   • defining the exploration resource potential of Bogoin and Dekoa in the
     CAR together with its joint venture partner, CARgold;


   • completing transfer of the company holding a 90 per cent. interest in
     the Akrokerri Property and initiate the exploration programme; and


   • identifying and acquiring other advanced exploration opportunities and
     production targets.


The Directors and Proposed Directors of Pan African further intend to establish
the Company as a mid-tier gold stock on AIM and Altx by valuation, through
continuing to grow the exploration activity and advancing projects to add to the
production base at Barberton Mines.


6.       FINANCIAL INFORMATION


The following is an extract of the financial and non-financial information of
Barberton Mines for the three years ended 30 June 2006 translated at an exchange
rate of £1:R14 (as appropriate.)

                           12 months ended  12 months ended     12 months ended
                              30 June 2006     30 June 2005        30 June 2004
                                                       
                                      £000             £000                £000
                                                     
    Revenue                         23,172           21,990              23,282

    Income before                    2,330              616               2,179
    exceptional items

    Total assets                    25,085           26,357              27,750

    Employees                        1,475            1,478               1,451



7.       CURRENT TRADING AND FUTURE PROSPECTS


The Directors and Proposed Directors of Pan African are of the opinion that:


   • the Enlarged Group will have a balanced portfolio of assets in terms of
     geological potential and country risk;


   • the delineation of major gold-in-soil anomaly at the Bogoin Project in
     the CAR could lead to exciting future developments over and above any 
     future gold finds at the Dekoa Project;


   • that current scoping studies on the Manica Project indicate that, with
     further optimisation work currently underway, the development of an open 
     pit gold mine with an annual production rate of 86,000oz per annum for a 
     period of 8.5 years is possible;


   • Barberton Mines can sustain current production levels of around
     100,000oz per annum based on a resource depletion schedule of 15 years and
     has the potential for further growth;


   • initiation of a US$2,000,000 exploration programme over a two year
     period could lead to additional major gold discoveries at Barberton Mines;
     and


   • regional exploration reconnaissance work in Ghana could add to the
     exploration portfolio in the foreseeable future.


The Directors and Proposed Directors of Pan African are also satisfied with the
exploration results at the Manica Project in Mozambique and are satisfied that a
pre-feasibility study will be completed by the end of the second quarter of
2007. The results of the pre-feasibility study, if favourable, would allow the
Enlarged Board to initiate a BFS on the project.


8.       DIRECTORS AND PROPOSED DIRECTORS OF THE ENLARGED GROUP


8.1. Directors and Proposed Directors of Pan African


The Enlarged Group will have a senior management team that, including the
Directors and Proposed Directors, brings many years of experience in
discovering, acquiring, funding, developing, and operating gold projects in
Africa. The following table sets out, for each of the Directors, the person's
name, age, citizenship, positions within the Company and principal occupation
and function:

Name, age and     Business address   Principal       Date appointed to
nationality                          occupation and  board
                                     function

Colin Bird (63)   4th Floor, 2       Non-Executive   8 September 2004
                  Cromwell Place,    Chairman
British           South Kensington,
                  London, United
                  Kingdom

Jan Petrus Nelson Viewpoint House,   Chief Executive 1 September 2005
(36)              Cnr Main Street &  Officer
                  Orchard Avenue,
South African     Bordeaux, Randburg
                  , South Africa

Nathan Anthony    Manfield House,    Financial       10 March 2000
Steinberg (53)    2nd Floor, 1       Director
                  Southampton Street
British           , London, United
                  Kingdom

Robert George    Pangea House, Cnr  Non-Executive   9 September 2004
Still (51)       Main Street &
                 Orchard Avenue,
South African    Bordeaux, Randburg
                 , South Africa

Hendrik Johan    3 Hoflaan,         Non-Executive   9 January 2006
Blignault (64)   Uniepark,
                 Stellenbosch,
South African    South Africa



In addition, the following two Proposed Directors will be appointed to the Pan
African board in accordance with the terms of the Barberton Agreement subject to
the approval of the Barberton Acquisition by Shareholders and Admission:

Name, age and     Business address   Principal         Date to be appointed
nationality                          occupation and    to board
                                     function

Anthony Simon     2nd Floor          Non-Executive     31 July 2007
Malone (63)
                  Cradock Heights
South African
                  21 Cradock Avenue

                  Rosebank, 2146

                  Johannesburg,
                  South Africa

Charles Denby     2nd Floor          Non-Executive     31 July 2007
Stockton Needham
(53)              Cradock Heights

South African     21 Cradock Avenue

                  Rosebank, 2146

                  Johannesburg,
                  South Africa



Following the Barberton Acquisition, Metorex will be entitled to appoint one
director to the board of Pan African for every 10 per cent. of the issued share
capital of Pan African that Metorex holds. There is no limit, other than as
specified by the Act for a public company, to the number of directors which
Metorex or the Shareholders can appoint.


It is the intention of the Board to appoint a full-time financial director,
within a period not exceeding three months after the EGM, assuming approval of
the Barberton Acquisition by Shareholders. The current financial director of the
Company (who fulfils his duties on a part time basis) will assume a
non-executive role with a focus on UK compliance issues from the date of this
new appointment. The Board, within the mandate from its Shareholders and
Articles (as amended from time to time), has the authority to make additional
changes to the Board structure and will, as appropriate, consider appointments
to fulfil independence requirements and ensure the effective management of the
business of the Enlarged Group.


8.2. Experience and qualifications of the Directors and Proposed Directors


8.2.1.   Colin Bird, Non-Executive Chairman
         C.Eng, FIMM


Colin Bird has more than 30 years experience in resource operations management,
corporate management and finance. His experience covers a number of sectors
including; gold, copper and coal. In October 1995, he joined Lion Mining Finance
Limited in London as Technical Manager and is now the Managing Director. He is a
director of the listed Canadian mining company, Freegold Ventures Inc., as well
as the Chief Executive of Jubilee Platinum PLC an AIM-quoted company.


8.2.2.   Jan Nelson, Chief Executive Officer
         B.Sc (Hons)


After obtaining his honours degree in Geology, Jan Nelson embarked on a career
in gold exploration and mining in South Africa, Zimbabwe and Tanzania. He has
over 14 years' of experience and, within this period, held positions in mine
management and operations with Harmony Gold Mining Company Limited, Hunter
Dickenson and Gold Fields Limited. He also has experience in dealing with
institutional analysts, institutional investors as well as shareholders.


8.2.3.   Nathan Steinberg, Finance Director
         FCA, CF, FCCA, TEP


A chartered accountant, Nathan Steinberg is a partner in the London practice
Munslows, through which his services are provided to Pan African. He is an
experienced tax adviser and has considerable corporate experience of public
companies. He is also a member of council of the Institute of Chartered
Accountants in England and Wales.


8.2.4.   Rob Still, Non-Executive
         B.Com (Hons), CTA, CA(SA


Rob Still has over 22 years' of experience in mining, specialising in mining
finance. He started his career as a chartered accountant, becoming a partner of
Ernst & Whinney before leaving in 1986 to co-found Rhombus Exploration Limited.
Since then he has been involved in the mining industry worldwide and has held
executive and non-executive directorships in companies listed in South Africa,
Australia, Canada and the UK. He has participated in the evaluation and
development of several new mining projects including Rhovan, Ticor Titanium,
Pangea Gold Fields Limited, Southern Mining Corporation Limited (Corridor
Sands), Great Basin Gold Limited (Burnstone) and Zimbabwe Platinum Mines
Limited. Mr Still is currently chief executive of Pangea Diamondfields PLC, an
AIM-quoted company.


8.2.5.   Hennie Blignault, Non-Executive
         Ph.D


Hennie Blignault is an experienced geologist who has, since 1989, been working
as an independent consultant for a number of clients. He has been active in the
mining industry since 1967, and has held a number of senior positions within
major mining companies including Group Geologist at Gold Fields Limited. In
1977, he received his Ph.D. from the University of Cape Town. He is experienced
in a wide spectrum of deposit types and geological terrains and has extensive
knowledge of the African geological and metallogenic framework.


8.2.6.   Simon Malone, Proposed Non-Executive
         B.Sc., MBL, SAIMM, Pr.Eng.


Simon Malone is a mining engineer with a business degree who has been involved
in the mining and exploration sector throughout his career. His expertise lies
in the identification, evaluation and development of mining assets and interface
between corporate and operational management. He was initially employed by JCI
Limited, thereafter Chapman Wood and Griswald in Canada before returning to
South Africa where he formed Metorex in 1975.


8.2.7.   Charles Needham, Proposed Non-Executive


Charles Needham is the chief executive officer of Metorex and has been the
financial director of Metorex for the past 20 years, prior to which he spent six
years with an auditing firm. He has been involved in the mining sector his
entire career and has specific expertise in financing, financial reporting,
management reporting, hedging and company matters.


9.       CORPORATE GOVERNANCE


The Enlarged Board is committed to maintaining high standards of corporate
governance. The Company has developed appropriate measures to ensure that it
complies, as far as possible, with the Combined Code so far as is practicable
for a company of its size and stage of development.


The Board considers that the current non-executive Directors and Proposed
Directors bring a wealth of experience to the Company and a range of skills
appropriate to facilitate the next stage of the Company's growth. The Board
recognises none of the Directors or Proposed Directors would be regarded as
independent non-executive directors under the Listings Requirements and the
Combined Code and therefore the Company is not compliant with the Combined Code
in this respect.

The Enlarged Board has also considered the guidance published by the Institute
of Chartered Accountants in England and Wales (commonly known as the Turnbull
Report) concerning the internal control requirements of the Combined Code. The
Enlarged Board will regularly review and manage key business risks in addition
to managing financial risks facing the Company in the operation of its business.


The Enlarged Board has established a Remuneration Committee comprising three of
the non-executive directors. The Remuneration Committee reviews the performance
of the executive Directors and determines the remuneration of the executive
Directors and the basis of their service agreements with due regard to the
interests of Shareholders. The Remuneration Committee also determines the
payment of any bonuses to executive Directors and the grant of options to
employees, including executive Directors, under the Company's share option
scheme. The Remuneration Committee shall comprise Colin Bird, Charles Needham
and Rob Still. Colin Bird acts as Chairman.


The Enlarged Board has established an Audit Committee. The Audit Committee is
responsible for ensuring that the financial performance, position and prospects
of the Company are properly monitored, controlled and reported on and for
meeting the auditors and reviewing their reports relating to accounts and
internal controls. The Audit Committee will, following Admission comprise
Charles Needham and Rob Still. Charles Needham will act as Chairman.


The Board has established a Technical Committee, which following Admission will
comprise Simon Malone, Colin Bird, Keith Spencer, Hennie Blignault, Anton
Esterhuizen and Jan Nelson. Simon Malone will act as Chairman of the Committee.
The Technical Committee is responsible for continuous evaluation of the Enlarged
Group's existing and potential projects and operations. In addition, the
Technical Committee is to ensure exploration programmes and capital expenditure
at operations are adhered to within allocated budgets. Simon Malone will act as
Chairman.


10. RELATIONSHIP WITH METOREX


Immediately following Admission, Metorex will own 55 per cent. of the Ordinary
Shares and will be regarded as a controlling shareholder of the Company.


Metorex and the Company entered into the Relationship Agreement on 4 July 2007
to regulate the ongoing relationship between themselves. The Directors and
Proposed Directors believe that the terms of the Relationship Agreement as
described below will enable the Enlarged Group to carry on its business
independently of Metorex and ensure that all transactions and relationships
between the Company and/or it subsidiaries (on the one hand) and Metorex (on the
other) are, and will be, at arm's length and on a normal commercial basis.


Under the Relationship Agreement, for so long as Metorex holds 10 per cent. or
more of the issued share capital of the Company:


   •Metorex and its related parties agree to vote at all times in the manner
    required so as to ensure that:


   •the Enlarged Group is capable at all times of carrying on its business
    and making in the best interests of the Enlarged Group;


   •all transactions, agreements or arrangements entered into between any
    member of the Enlarged Group and Metorex or any of its related parties will
    be made on an arm's length basis and on normal commercial terms; and


   •no variations are made to the Articles which would be contrary to the
    maintenance of the Company's independence.


   •Metorex and its related parties agree not to exercise its voting rights
    as a Shareholder, other than in relation to the management agreement, in
    relation to any transaction involving an actual or potential conflict of
    interest between any member of the Enlarged Group and Metorex or any related
    party of Metorex or in which Metorex or any related party of Metorex has a
    material interest, other than solely as a Shareholder.


   •The parties agree that any Director who is also a Metorex shareholder or
    who is appointed by Metorex should be free of any conflict of interest and
    acknowledge that the Director owes a fiduciary duty to the Company and shall
    be obliged to act in what he perceives to be the best interests of the
    Company. Where there is perceived to be a conflict of interest, such
    Directors shall not be permitted to vote and in any event, decisions on such
    matters shall require the approval of a majority of the Directors who are
    not and have not previously been a director, officer, employee or
    shareholder (in the preceding two years) (directly or indirectly) of
    Metorex. Under the management agreement, Metorex will continue to be
    retained as an independent contractor to provide management services to
    Barberton Mines within certain limitations of authority.


11. TAKEOVER CODE


The Panel considers that, although the Company is incorporated in the UK,
because the Company's central place of management and control is not in the UK,
the Channel Islands or the Isle of Man, the Company is not currently subject to
the provisions of the Takeover Code.


For so long as the Panel considers that the Company is not subject to the
provisions of the Takeover Code, a takeover offer for the Company will not be
regulated by the UK takeover authorities.


12. DIVIDEND POLICY


The Company has not declared or paid any dividends since its incorporation and
has no present intention to pay any dividends in the near future. Any decision
to pay dividends will be made by the Enlarged Board on the basis of the
Company's earnings, financial requirements and other conditions existing at the
time, subject to approval by the Shareholders in general meeting.



13.   TAXATION


In terms of tax legislation in the UK, certain tax benefits accrue to the
holders of AIM-quoted securities. Some of these tax benefits arise due to the
classification of AIM securities as 'unquoted' and 'business assets' for the
purposes of calculation of tax. Following the listing of Pan African on Altx,
the share capital of the Company will continue to be regarded as unquoted by HM
Revenue & Customs in the UK. The tax benefit in the UK will accordingly
continue. Shareholders should consult their professional advisors for further
details as to the implications for them.


14.   SHARE OPTIONS


Subject to the approval of Shareholders at the EGM, the Company proposes to
adopt a new share option plan to incentivise directors, employees and
consultants as appropriate.


In order to continue to incentivise the Directors, certain options previously
granted have been extended for a period of three years, subject to Admission as
follows:

    Director         Number of    Option      Previous     New expiry date
                      Options     price     expiry date

    Colin Bird       4,000,000      4p      08/ 09/ 2007     08/ 09/ 2010
    Rob Still        4,000,000      4p      08/ 09/ 2007     08/ 09/ 2010
    Nathan           4,000,000      4p      08/ 09/ 2007     08/ 09/ 2010
    Steinberg
    Nathan           1,200,000      4p      18/ 05/ 2007     18/ 05/ 2010
    Steinberg


The option granted to Pangea to subscribe for up to 7,500,000 Ordinary Shares at
4p per share at any time before 8 September 2007 has also been extended, subject
to Admission so as to expire on 8 September 2010 as a condition of the Pangea
Acquisition.


15.   EGM


A notice convening the EGM will be sent to Shareholders along with the Admission
Document. The EGM will be held at the offices of Fasken Martineau Stringer Saul
LLP, 17 Hanover Square, London, W1S 1HU, at 10h30 on 27 July 2007 (or as soon
thereafter as the Annual General Meeting of the Company convened for the same
date and place shall have been concluded or adjourned) at which the following
resolutions will be proposed:


• an ordinary resolution to approve the Barberton Acquisition for the purposes
  of the AIM Rules;


• an ordinary resolution to increase the authorised share capital of the Company
  to £20,000,000;


• an ordinary resolution to give authority to the directors of the Company under
  section 80 of the Act to allot relevant securities up to an aggregate amount 
  of £15,819,967.65 such authority expiring at the conclusion of the Company's 
  next annual general meeting (or if earlier, 15 months from the date of the
  resolution);


• an ordinary resolution to approve the Pan African Share Option Scheme; and


• a special resolution to dis-apply the statutory pre-emption rights contained
  in section 89(1) of the Act for the purpose of certain future issues 
  including: the issue of 57,822,727 Ordinary Shares upon the exercise of 
  options already granted to Directors, certain employees and others; the issue
  of up to 107,174,371 Ordinary Shares (representing approximately 10 per cent. 
  of the Enlarged Share Capital) in connection with the exercise of options in 
  terms of the Pan African Share Option Scheme to be granted to members of the 
  Enlarged Board and certain employees; the issue of up to 64,304,622 Ordinary  
  Shares (representing approximately 6 per cent. of the Enlarged Share Capital)
  in connection with the option granted to Shanduka to subscribe for Ordinary  
  Shares; the issue of up to 208,611,579 Ordinary Shares (representing 
  approximately 19 per cent. of the Enlarged Share Capital) in connection with 
  the option granted to Shanduka to require the Company to acquire its 26 per 
  cent. interest in Barberton Mines and for the allotment of equity securities
  for cash in other circumstances up to an aggregate nominal amount of 
  £1,071,743.71 (representing approximately 10 per cent. of the Enlarged Share 
  Capital).


16.   ACTION TO BE TAKEN


Whether or not you propose to attend the EGM in person you are requested to
complete the Form of Proxy in accordance with the instructions printed thereon.
To be valid, completed Forms of Proxy must be returned by post or by hand to
Capita Registrars, Proxy Processing Centre, Telford Road, Bicester OX26 4LD or
by hand to Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent
BR3 4TU, as soon as possible, but in any event so as to arrive no later than
10h30 on 25 July 2007, whether or not you propose to be present at the EGM.


If you complete and return the Form of Proxy you may still attend and vote at
the EGM in person should you decide to do so.



17.   RECOMMENDATION


The Board considers the Proposals to be in the best interests of the Company and
its Shareholders as a whole. Accordingly, the Directors unanimously recommend
Shareholders to vote in favour of the Resolutions to be proposed at the EGM as
they themselves intend to do in respect of their beneficial interests in
Ordinary Shares held directly or indirectly by them amounting, in aggregate,
35,550,000 Ordinary Shares representing approximately 8.5 per cent. of the
Company's current issued ordinary share capital.


NOTES


The Directors and Proposed Directors accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
Directors and Proposed Directors (who have taken all reasonable care to ensure
that such is the case), the information contained in this announcement for which
they are responsible is in accordance with the facts and does not omit anything
likely to affect the import of such information.


This announcement does not constitute an offer or an invitation to purchase any
securities.


Ambrian Partners Limited, which is regulated and authorised in the United
Kingdom by the Financial Services Authority, is acting exclusively for Pan
African and no one else in relation to the matters described above and will not
be responsible to anyone other than Pan African or providing the protections
afforded to clients of Ambrian Partners Limited nor for providing advice in
relation to any matter referred to in this announcement.


Sansara Financial Services (Pty) Limited and Sansara Independent Sponsor
Services (Pty) Limited ('Sansara'), as corporate adviser and sponsor to Pan
African, have advised Pan African on the proposed acquisition of Barberton Mines
and the proposed secondary dual listing on ALTX. Sansara is acting exclusively
for Pan African and no one else in relation to the matters described above and
will not be responsible to anyone other than Pan African nor for providing
advice in relation to any matter referred to in this announcement.

ENDS




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