THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION Action required If you have disposed of all of your

ordinary shares in Mvela Resources, this document should be handed to the purchaser of such shares or the broker, CSDP, banker, participant or other agent through whom the sale was effected. A general meeting of Mvela Resources shareholders, notice of which general meeting is contained in and forms an integral part of this document, will be held at 11:00 on Friday, 6 June 2008, at Hackle Brooke, corner Jan Smuts Avenue and Conrad Drive, Craighall, Randburg, to consider and to vote on the matters dealt with in this document. Dematerialised shareholders, other than those with own name registration, must provide their participant or broker with their instructions for attendance or voting at the general meeting in the manner stipulated in the custody agreement governing the relationship between such shareholders and their participant or broker. Such instructions must be provided to the participant or broker by the cut-off time and date advised by the participant or broker for instructions of such nature. Should such shareholders wish to attend the general meeting in person, they must request a Letter of Representation from their participant or broker for such purpose. Dematerialised shareholders with own name registration and certificated shareholders who are unable to attend the general meeting and who wish to be represented thereat, must complete and return the form of proxy (blue) attached to this document in accordance with the instructions contained therein to Computershare Investor Services (Proprietary) Limited to be received by no later than 11:00 on Thursday, 5 June 2008. If you are in any doubt as to what action to take, please consult your broker, participant, banker, attorney, or other professional advisor immediately.

Mvelaphanda Resources Limited

(Incorporated in the Republic of South Africa) (Registration number 1980/001395/06) Share code: MVL ISIN: ZAE000050266

(Mvela Resources)

Circular to Mvela Resources shareholders

regarding:

the proposed acquisition by Mvela Resources of Anglo Platinum Limiteds (Anglo Platinum) interest in the Booysendal exploration, mining and beneficiation project (Booysendal Platinum Project) and Anglo Platinums 22.2% interest in Northam Platinum Limited (Northam) for a total cash consideration of R4 billion; the proposed subsequent sale by Mvela Resources to Northam of its 100% interest in the Booysendal Platinum Project in consideration for the issue by Northam to Mvela Resources of 121 million new Northam ordinary shares; and the proposed issue by Mvela Resources of 3 579 000 new ordinary shares to a subsidiary of Afripalm Resources (Proprietary) Limited, a company founded and headed by Mr Lazarus Zim;
and incorporating:

a notice convening a general meeting of Mvela Resources shareholders; and a form of proxy (blue) for purposes of the general meeting of Mvela Resources shareholders (for use only by certificated shareholders and own-name registered dematerialised
shareholders).

FORWARD-LOOKING STATEMENTS
This document includes forward-looking statements. Mvela Resources has based these forward-looking statements on its current expectations and projections about future results. When used in this circular, words and expressions such as anticipates, will likely result, are expected to, will continue, believe/s, anticipated, estimates, intends, plans, seeks, projects, projection, will, may, might, expects, potential, could, should, outlook, or similar expressions or statements, are used to identify forward-looking statements. Examples of forward-looking statements include statements regarding future financial position or cash flows, corporate strategy, anticipated levels of growth in the gold, platinum or diamond markets, estimates of capital expenditures, acquisition strategy, estimates of future levels of mineral reserves and mineral resources, future exploration and expansion prospects or future capital expenditure levels and the expected South African Rand to US Dollar rates of exchange, production forecasts and parameters, commodity prices, availability of electricity and other economic factors, such as, inter alia, interest rates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Mvela Resources cautions that forward-looking statements are not guarantees of future performance and that actual results, financial and operating conditions and liquidity and the developments within the industry in which Mvela Resources, Northam, Trans Hex, Gold Fields and GFI-SA operate may differ materially from those made in or suggested by the forward-looking statements contained in this document. All these forward-looking statements are based on estimates and assumptions, as regards Mvela Resources, made by management of Mvela Resources or, as regards Northam, Trans Hex, Gold Fields or GFI-SA, as communicated in publicly available documents by management of the respective companies, all of which estimates and assumptions, although Mvela Resources believes them to be reasonable, are inherently uncertain. Mvela Resources may not realise any such estimates, assumptions or statements, nor may Northam, Trans Hex, Gold Fields or GFI-SA, and actual results may differ materially from those contemplated by such forward-looking statements. Factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in those statements include other matters not yet known to Mvela Resources or not currently considered material by Mvela Resources. Prospective investors should keep in mind that any forward-looking statement made in this document or elsewhere is applicable only at the date on which such forward-looking statement is made. New factors that could cause the business not to develop as expected may emerge from time to time and it is not possible to predict all of them. Further, the operations or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statement are not known. Mvela Resources has no duty to, and does not intend to, update or revise the forwardlooking statements contained in this document after the date of this document, except as may be required by law.

Financial advisor to Mvela Resources

Legal advisor to Mvela Resources

JPMorgan Chase Bank

(Registration number 2001/016069/10)

Transfer secretaries to Mvela Resources

Independent reporting accountants to Mvela Resources

Computershare Investor Services (Pty) Ltd (Registration number 2004/003647/07)

Financial advisor and Funder to Mvela Resources

Transaction sponsor to Mvela Resources

J.P Morgan Equities Limited .

(Registration number 1995/011815/06)

Legal advisor to Afripalm Resources

Debt advisor to Mvela Resources

edward nathan sonnenbergs

Independent expert
Independent reporting accountants and auditors

to Micawber

Independent technical advisor and Competent Person

Legal advisor to Northam

Mineral Corporation Consultancy (Proprietary) Limited

Date of issue: 9 May 2008

Copies of this document are available in English only and may be obtained from the registered office of Mvela Resources and the offices of the transaction sponsor and transfer secretaries at the respective addresses set out in the Corporate information section of this document.

CORPORATE INFORMATION

Company secretary and registered office Bernard R van Rooyen (BA, LLB Witwatersrand) Mvelaphanda Resources Limited (Registration number 1980/001395/06) Ground Floor 1A Albury Park Magalieszicht Avenue Dunkeld West, 2196 (PO Box 412420, Craighall, 2024) Transaction sponsor to Mvela Resources J.P. Morgan Equities Limited (Registration number 1995/011815/06) 1 Fricker Road Illovo, 2196 (Private Bag X9936, Sandton, 2146) Financial advisor to Mvela Resources JP Morgan Chase Bank, N.A. (Johannesburg Branch) (Registration number 2001/016069/10) 1 Fricker Road Illovo, 2196 (Private Bag X9936, Sandton, 2146) Legal advisor to Mvela Resources Bowman Gilfillan Inc. (Registration number 1998/021409/21) 165 West Street Sandton, 2196 (PO Box 785812, Sandton, 2146) Independent technical advisor and Competent Person The Mineral Corporation Consultancy (Proprietary) Limited (Registration number 1995/000999/07) Block B Homestead Office Park 65 Homestead Avenue Bryanston, 2021 (PO Box 1346, Cramerview, 2060) Financial advisor and funder to Mvela Resources Nedbank Capital, a division of Nedbank Limited (Registration number 1951/000009/06) 135 Rivonia Road Sandown, Sandton, 2196 (PO Box 78442, Sandton, 2146) Independent reporting accountants and auditors to Micawber Deloitte & Touche Registered Auditors Deloitte Place The Woodlands Woodlands Drive Woodmead, Sandton, 2146 (Private Bag X6, Gallo Manor, 2052)

Investor relations executive James Wellsted Mvelaphanda Resources Limited (Registration number 1980/001395/06) Ground Floor 1A Albury Park Magalieszicht Avenue Dunkeld West, 2196 (PO Box 412420, Craighall, 2024) Independent reporting accountants to Mvela Resources PricewaterhouseCoopers Inc. (Registration number 1998/012055/21) 2 Eglin Road Sunninghill, 2157 (Private Bag X36, Sunninghill, 2157) Independent expert Ernst & Young Advisory Services Limited (Registration number 2006/018260/06) Wanderers Office Park 52 Corlett Drive Illovo, 2196 (Private Bag X14, Northlands, 2116) Transfer secretaries to Mvela Resources Computershare Investor Services (Proprietary) Limited (Registration number 2004/003647/07) 70 Marshall Street, 2001 (PO Box 61051, Marshalltown, 2107) Legal advisor to Afripalm Resources Edward Nathan Sonnenbergs Inc. (Registration number 2006/018200/21) 150 West Street Sandton, 2196 (PO Box 783347, Sandton, 2146) Debt advisor to Mvela Resources Quandrum (Proprietary) Limited (Registration number 2007/030415/07) 21 The Ridge Road Linksfield Ridge, 2198 (PO Box 1718, Rivonia, 2128) Legal advisor to Northam Brink Cohen le Roux Inc. (Registration number 1993/004501/21) BCLR House 19 West Street Houghton, 2198

TABLE OF CONTENTS

The definitions and interpretations set out on pages 5 to 11 of this document have been used in the table of contents.

Page
Corporate information Important dates and times Definitions and interpretations Circular to Mvela Resources shareholders 1. Introduction and purpose of this document 2. Rationale for the Transaction 3. The Booysendal Platinum Project 4. The Transaction 5. Simplified Transaction structure 6. Additional salient terms of the Transaction Agreements 7. SRP Dispensation in respect of Northam 8. Relationship with Afripalm Resources 9. Afripalm Share Issue 10. Conditions precedent 11. Information on Mvela Resources 12. Pro forma financial information 13. Information regarding directors, directors interests and remuneration 14. Major shareholders and share capital 15. Vendors 16. Material contracts 17. Material borrowings 18. Litigation statement 19. Material changes 20. Statement as to working capital 21. Historical financial information 22. Estimated costs 23. Experts consents 24. Directors responsibility statement 25. Opinions and recommendations 26. General meeting 27. Documents available for inspection 12 13 13 14 16 16 19 20 20 20 21 23 25 31 33 33 34 34 34 34 34 35 35 35 36 36 36 1 4 5

Page
Annexure 1 Annexure 2 Annexure 3 Annexure 4 Annexure 5 Annexure 6 Annexure 7 Annexure 8 Annexure 9 Annexure 10 Annexure 11 Annexure 12 Annexure 13 Annexure 14 Annexure 15 Annexure 16 INDEPENDENT OPINION ON THE AFRIPALM SHARE ISSUE UNAUDITED PRO FORMA FINANCIAL INFORMATION OF MVELA RESOURCES INDEPENDENT REPORTING ACCOUNTANTS REPORT ON THE PRO FORMA FINANCIAL INFORMATION OF MVELA RESOURCES OTHER DIRECTORSHIPS HELD BY THE DIRECTORS MATERIAL BORROWINGS, LOANS RECEIVABLE AND CONTINGENT LIABILITIES EXTRACTS OF THE HISTORICAL FINANCIAL INFORMATION OF NORTHAM HISTORICAL FINANCIAL INFORMATION ON MICAWBER INDEPENDENT REPORTING ACCOUNTANTS REPORT ON THE HISTORICAL FINANCIAL INFORMATION RELATING TO MICAWBER HISTORICAL FINANCIAL INFORMATION ON KHUMAMA INDEPENDENT REPORTING ACCOUNTANTS REPORT ON THE HISTORICAL FINANCIAL INFORMATION RELATING TO KHUMAMA EXECUTIVE SUMMARY OF THE COMPETENT PERSONS REPORT ON THE BOOYSENDAL PLATINUM PROJECT EXECUTIVE SUMMARY OF THE COMPETENT PERSONS REPORT ON THE NORTHAM MINE CORPORATE GOVERNANCE EXTRACTS FROM THE ARTICLES OF ASSOCIATION OF MVELA RESOURCES TRADING HISTORY OF MVELA RESOURCES SHARES ON THE JSE SALIENT TERMS OF THE TRANSACTION FUNDING 38 41 47 49 55 57 70 77 79 80 82 100 113 119 124 126 127 Attached

Notice of general meeting Form of proxy (blue)

IMPORTANT DATES AND TIMES

2008 Circular posted to shareholders on Last day to lodge forms of proxy for the general meeting, by 11:00 on General meeting held at 11:00 on Results of general meeting expected to be released on SENS on Results of general meeting expected to be published in the South African press on Friday, 9 May Thursday, 5 June Friday, 6 June Friday, 6 June Monday, 9 June

Notes: 1. 2. 3. The definitions commencing on page 5 of this document have been used in the important dates and times. Any changes to the above dates and times will be released on SENS and published in the South African press. All times given in this document are local times in South Africa.

DEFINITIONS AND INTERPRETATIONS

In this document, unless otherwise indicated by the context, reference to the singular shall include the plural and vice versa, equity interests are quoted to one decimal place, and monetary amounts in Rmillion or Rbillion have been rounded, and are therefore approximates, words denoting one gender shall include the others, words denoting natural persons shall include juristic persons and associations of persons and vice versa, and the words in the first column below shall have the corresponding meaning stated opposite them, respectively, in the second column below, as follows: the Act Afripalm 1 the Companies Act, 1973 (Act 61 of 1973), as amended; Newshelf 848 (Proprietary) Limited, a private company incorporated in accordance with the laws of South Africa, registration number 2006/031562/07, a subsidiary of Afripalm Resources; Newshelf 849 (Proprietary) Limited, a private company incorporated in accordance with the laws of South Africa, registration number 2006/031512/07; Newshelf 947 (Proprietary) Limited, a private company incorporated in accordance with the laws of South Africa, registration number 2008/003108/07, a subsidiary of Afripalm Resources; the agreements between all or some of Mvela Resources, Afripalm Resources, Lazarus Zim, the Phalali Investment Trust, Afripalm 1, Afripalm 2 and Mvela Holdings, dated 19 January 2007 and 23 February 2007, as amended from time to time; the circular to Mvela Resources shareholders dated 1 February 2007; Afripalm Resources (Proprietary) Limited, a private company incorporated in accordance with the laws of South Africa, registration number 2006/011933/07; the proposed issue of new ordinary shares by Mvela Resources to Afripalm 3, as more fully described in paragraph 9; Anglo Platinum Limited, a public company incorporated in accordance with the laws of South Africa, registration number 1946/022452/06, whose shares are listed on the Main Board of the JSE; A ordinary shares with a par value of 2 cents each in the capital of Mvela Resources, which rank pari passu with the ordinary shares with respect to voting rights but do not participate in any dividends declared, or capital or other shareholder distributions made, by Mvela Resources; broad-based black economic empowerment; historically disadvantaged persons who are women; the board of directors of Mvela Resources; certain rights and entitlements required by Northam to enable it to effectively explore and mine the Booysendal Farms and the Booysendal Extension Farms; the agreement between RPML, Anglo Platinum, Northam and Micawber dated 3 March 2008 recording the terms and conditions on which Anglo Platinum and RPML will make the Booysendal Ancillary Assets available to Northam and Micawber;

Afripalm 2

Afripalm 3

Afripalm Agreements

Afripalm Circular Afripalm Resources

Afripalm Share Issue Anglo Platinum

A ordinary shares

black economic empowerment or BEE black women the board Booysendal Ancillary Assets

Booysendal Ancillary Assets Agreement

Booysendal Extension Farms Booysendal Extension Right

part of the Der Brochen Farms consisting of portions of the farms Der Brochen 7JT, Hebron 5JT and Hermansdal 3JT; a new order mining right over the Booysendal Extension Farms which RPML has agreed to sell to Micawber pursuant to a successful application to convert the old order mining right over the Der Brochen Farms into a new order mining right; the surface rights over a portion of the farm Der Brochen 7JT; the farms referred to in the definition of Booysendal Rights below; the platinum mining project as more fully described in Annexure 11 to this document, comprising the exploration for, and mining of, platinum and other PGEs on the Booysendal Farms and the Booysendal Extension Farms utilising the Booysendal Rights, the Booysendal Extension Right, the Booysendal Surface Rights, the Booysendal Extension Surface Rights and the Booysendal Ancillary Assets, as well as the smelting and refining of production therefrom; the old order mining right in respect of the farms Buttonshope 51JT, Kliprivier 73JT, Draaikraal 48JT, Uysedoorns 47JT, Booysendal 43JT and Pietersburg 44JT and portions of the farms Der Brochen 7JT and Hebron 5JT and the new order prospecting rights in respect of the farms Sheeprun 50JT and Johannesberg 45JT, all of which rights are currently held by Micawber; the surface rights over the farms Buttonshope 51JT and Booysendal 43JT and a portion of the farm Der Brochen 7JT; any day of the week, excluding Saturday, Sunday and all official South African public holidays; holders of certificated shares; ordinary shares held by Mvela Resources shareholders which have not been dematerialised for purposes of STRATE and thus are evidenced by documents of title; the Companies and Intellectual Property Registration Office of South Africa; holders of dematerialised shares; ordinary shares not evidenced by documents of title and that have been incorporated into the STRATE system and are recorded on Mvela Resources sub-register in electronic form in terms of the Securities Services Act; the farms Hebron 5JT, St George 2JT, Richmond 370KT, Der Brochen 7JT, Helena 6JT and Hermansdal 3JT (including the Booysendal Extension Farms); the Department of Minerals and Energy of the Government of South Africa; a written notice from the Minister of Minerals and Energy or the Ministers duly authorised delegate addressed to Anglo Platinum, or any subsidiary of Anglo Platinum nominated by Anglo Platinum, and the applicant for the notice stating that the Minister:

Booysendal Extension Surface Rights Booysendal Farms Booysendal Platinum Project

Booysendal Rights

Booysendal Surface Rights business day certificated shareholders certificated shares

CIPRO dematerialised shareholders dematerialised shares

Der Brochen Farms

DME DME Approval Notice

(a) consents to: (i) the change in shareholding, voting rights or beneficial interests; (ii) the disposal of assets or undertakings; (iii) the encumbrance; or (iv) changes to trust deeds; in respect of which such consent is requested; and (b) confirms that the change, disposal or encumbrance referred to above approved by such notice shall not prejudice the black economic empowerment status (insofar as it relates to black economic empowerment ownership) of Anglo Platinum or its subsidiaries in terms of the MPRDA or the Mining Charter; this document documents of title this bound circular, dated 9 May 2008, including its annexures, notice of general meeting and form of proxy (blue); share certificates, certified transfer deeds and/or balance receipts in respect of ordinary shares, or any other physical documents of title acceptable to Mvela Resources; the general meeting of Mvela Resources shareholders to be held at 11:00 on Friday, 6 June 2008 at Hackle Brooke, corner Jan Smuts Avenue and Conrad Drive, Craighall, Randburg, for the purpose of dealing with the matters forming the subject matter of this document; Gold Fields Limited, a public company incorporated in accordance with the laws of South Africa, registration number 1968/004880/06, whose shares are listed on the JSE, the New York Stock Exchange Inc, Euronext in Paris and Brussels, the Dubai International Financial Exchange and the Swiss Exchange; GFI Mining South Africa (Proprietary) Limited, a private company incorporated in accordance with the laws of South Africa, registration number 2002/031431/07, which is wholly-owned by Gold Fields and holds, directly or indirectly, Gold Fields South African assets, namely the Driefontein, Kloof, Beatrix and South Deep mines; the loan in the amount of R4 139 million made by Mvela Gold to GFI-SA in 2004, the purpose of which was to discharge, in part, the amount payable by GFI-SA for the South African gold mining assets and business operations acquired by it from wholly-owned subsidiaries of Gold Fields; GFL Mining Services Limited, a public company incorporated in accordance with the laws of South Africa, registration number 1997/019961/06; grams per tonne; either of the following: (a) a historically disadvantaged person, as defined in the MPRDA (and including any extended definition which may be contained in any amendment to the MPRDA), provided that a trust that is an HDP by virtue of the provisions of (b) below will, for purposes of paragraph (c) of the definition of historically disadvantaged person in the MPRDA, be deemed to be a person contemplated in paragraph (a) of the definition of historically disadvantaged person in the MPRDA; or

general meeting

Gold Fields

GFI-SA

GFI-SA Loan

GFLMS g/t HDP

(b) a trust: (i) in which the majority of the trustees and beneficiaries are historically disadvantaged persons, as defined in the MPRDA (and including any extended definition which may be contained in any amendment to the MPRDA); and

(ii) in which, upon distribution of the assets and/or the income to the beneficiaries of the trust, more than 50% of the value of the assets and more than 50% of the trust income will be distributed to persons who are historically disadvantaged persons, as defined in the MPRDA (and including any extended definition which may be contained in any amendment to the MPRDA), either directly or indirectly through intermediate trusts; IFRS JSE International Financial Reporting Standards; the exchange operated by the JSE Limited, a public company incorporated in accordance with the laws of South Africa, registration number 2005/022939/06, licensed as a securities exchange under the Securities Services Act; Khumama Platinum (Proprietary) Limited, a private company incorporated in accordance with the laws of South Africa, registration number 2002/017272/07, presently a wholly-owned subsidiary of Mvela Resources; the sale of shares agreement dated 3 March 2008, as amended by an addendum dated 5 May 2008, between Northam, Mvela Resources, Khumama and Mvela Equity, recording the sale by Mvela Equity of the entire issued share capital of Khumama to Northam in consideration for the issue by Northam to Mvela Equity of the Northam Consideration Shares; the last practicable date prior to the finalisation of this document, being Friday, 11 April 2008; the listings requirements of the JSE, as amended; the loan and warranties agreement between Northam, Khumama, Mvela Resources, Micawber and RPML dated 3 March 2008, as amended by an addendum dated 22 April 2008, in terms of which: Khumama will advance a loan to Micawber; and RPML furnishes certain warranties to Northam and Khumama in relation, inter alia, to Micawber; Micawber Micawber 278 (Proprietary) Limited, a private company duly incorporated in accordance with the laws of South Africa, registration number 2002/016771/07, which presently owns the Booysendal Rights. The share capital of Micawber is presently owned as to 50% by Plimline and as to 50% by RPML; the Broad-Based Socio-Economic Empowerment Charter for the South African Mining Industry; the Mineral and Petroleum Resources Development Act, 2002 (Act 28 of 2002); Mvelaphanda Debt (Proprietary) Limited, a private company incorporated in accordance with the laws of South Africa, registration number 2000/010095/07, a wholly-owned subsidiary of Mvela Platinum;

Khumama

Khumama Sale Agreement

last practicable date Listings Requirements Loan and Warranties Agreement

Mining Charter MPRDA Mvela Debt

Mvela Equity

Mvelaphanda Equity (Proprietary) Limited, a private company incorporated in accordance with the laws of South Africa, registration number 2000/015686/07, presently a wholly-owned subsidiary of Mvela Platinum; Mvelaphanda Exploration (Proprietary) Limited, a private company incorporated in accordance with the laws of South Africa, registration number 2002/002139/07, the issued share capital of which is owned as to 50% by Mvela Resources and 50% by Trans Hex; Mvelaphanda Gold (Proprietary) Limited, a private company incorporated in accordance with the laws of South Africa, registration number 2003/013950/07, a wholly-owned subsidiary of Mvela Resources; Mvelaphanda Holdings (Proprietary) Limited, a private company incorporated in accordance with the laws of South Africa, registration number 1997/021524/07; Mvelaphanda Platinum (Proprietary) Limited, a private company incorporated in accordance with the laws of South Africa, registration number 1999/011391/07, a wholly-owned subsidiary of Mvela Resources; Mvelaphanda Resources Limited, a public company incorporated in accordance with the laws of South Africa, registration number 1980/001395/06, whose shares are listed on the Main Board of the JSE; Mvela Resources and its subsidiaries; registered holders of ordinary shares; Norbush Properties (Proprietary) Limited, a private company incorporated in accordance with the laws of South Africa, registration number 1971/007137/07, a wholly-owned subsidiary of Anglo Platinum; Northam Platinum Limited, a public company incorporated in accordance with the laws of South Africa, registration number 1977/003282/06, whose shares are listed on the Main Board of the JSE; 121 000 000 (one hundred and twenty one million) new Northam Shares; ordinary shares with a par value of 1 cent each in the capital of Northam;

Mvela Exploration

Mvela Gold

Mvela Holdings

Mvela Platinum

Mvela Resources

Mvela Resources group Mvela Resources shareholders or shareholders Norbush

Northam

Northam Consideration Shares Northam Shares

Northam Share Sale Agreement the agreement between Mvela Resources, Mvela Equity, RPML, Norbush and Mvela Platinum dated 3 March 2008 recording the sale of 53 102 925 Northam Shares (comprising 22.2% of the issued share capital of Northam) by RPML and Norbush to Mvela Equity and/or Mvela Platinum, for cash; ordinary shares participant PGE PGE(4) Phalali Investment Trust ordinary shares with a par value of 2 cents each in the capital of Mvela Resources; a participant as defined in the Securities Services Act; platinum, palladium, rhodium, ruthenium, iridium, osmium and associated gold and silver; platinum, palladium, rhodium and associated gold; The Phalali Investment Trust, a South African registered trust whose sole beneficiaries are Mr Lazarus Zim, his spouse and his direct and indirect descendants from time to time;

Plimline

Plimline Investments (Proprietary) Limited, a private company incorporated in accordance with the laws of South Africa, registration number 1986/003762/07, a nominee company which currently warehouses 50% of the Micawber shares on the basis that they are to be transferred to historically disadvantaged persons on the written directions of RPML; the agreement between RPML, Plimline, Khumama and Mvela Resources dated 3 March 2008, recording the transfer by Plimline to Khumama of 50% of the issued share capital of Micawber for a nominal consideration; the relationship agreement dated 3 March 2008 as amended by addenda dated 7 March 2008 and 13 March 2008 between all the parties to the Transaction Agreements including inter alia Micawber, Afripalm Resources, Mvela Holdings, Northam, Anglo Platinum, RPML, Norbush, Mvela Resources, Mvela Debt, Mvela Equity, Mvela Platinum and Khumama; Rustenburg Platinum Mines Limited, a public company incorporated in accordance with the laws of South Africa, registration number 1931/003380/06, a wholly-owned subsidiary of Anglo Platinum; The South African code for the reporting of exploration results, mineral resources and mineral reserves prepared by The South African Mineral Resource Committee (SAMREC) Working Group under the joint auspices of the South African Institute of Mining and Metallurgy and the Geological Society of South Africa; The South African code for the reporting of mineral asset valuation prepared by The South African Mineral Asset Valuation Committee (SAMVAL) Working Group under the joint auspices of the South African Institute of Mining and Metallurgy and the Geological Society of South Africa; the Securities Services Act, 2004 (Act 36 of 2004), as amended; the Securities Exchange News Service of the JSE; the agreement between Micawber, Northam and RPML dated 3 March 2008, recording the repurchase, for cash, by Micawber of those of its shares held by RPML and the repayment of amounts owing by Micawber to RPML; the Republic of South Africa; the Securities Regulation Panel established in terms of section 440B of the Act; the Securities Regulation Code on Take-overs and Mergers; Strate Limited, a public company incorporated in accordance with the laws of South Africa, registration number 1998/022242/06, which is a registered central securities depository responsible for the electronic trading, custody and settlement system used for dealings on the JSE; a reduction in the percentage shareholding or voting rights (excluding for the sake of clarity voting rights at meetings of boards of directors or trustees) inter alia of: (a) Afripalm 1 or Mvela Holdings in Mvela Resources or (b) the shareholders of Afripalm 1 or Mvela Holdings in Afripalm 1 or Mvela Holdings (as the case may be);

Plimline Share Transfer Agreement

Relationship Agreement

RPML

Samrec Code

Samval Code

Securities Services Act SENS Share Repurchase Agreement

South Africa SRP SRP Code STRATE

Structural Change

10

Transaction

collectively, the: acquisition by Mvela Resources of all Anglo Platinums interests in the Booysendal Platinum Project and Northam for an aggregate cash consideration of R4 billion; and subsequent disposal by Mvela Resources of 100% of the Booysendal Platinum Project to Northam in consideration for the Northam Consideration Shares;

Transaction Agreements

collectively, the agreements comprising the Transaction including, inter alia,the: Relationship Agreement; Northam Share Sale Agreement; Plimline Share Transfer Agreement; Loan and Warranties Agreement; Share Repurchase Agreement; Booysendal Ancillary Assets Agreement; and Khumama Sale Agreement;

transfer secretaries

Computershare Investor Services (Proprietary) Limited, a private company incorporated in accordance with the laws of South Africa, registration number 2004/003647/07; Trans Hex Group Limited, a public company incorporated in accordance with the laws of South Africa, registration number 1963/07579/06, whose shares are listed on the Main Board of the JSE; and the United States Dollar; at a date, the volume weighted average traded price of the share concerned on the JSE for the 30 trading days preceding that date as quoted by the JSE.

Trans Hex

US$ VWAP

11

Mvelaphanda Resources Limited

(Incorporated in the Republic of South Africa) (Registration number 1980/001395/06) Share code: MVL ISIN: ZAE000050266

Directors P L Zim** (Chairman) B R van Rooyen* (Deputy Chairman and Company Secretary) P C Pienaar* (Chief Executive Officer) N S Ntsaluba* (Financial Director) M E Beckett (British)*** P M Buthelezi** C K Chabedi*** S W Mofokeng* R Moonsamy** K B Mosehla* Z Mtshotshisa**** T M G Sexwale** M J Willcox** M S M M Xayiya** * Executive ** Non-executive *** Independent non-executive **** Alternative non-executive (alternate to T M G Sexwale)

CIRCULAR TO MVELA RESOURCES SHAREHOLDERS

1. INTRODUCTION AND PURPOSE OF THIS DOCUMENT In a detailed announcement dated 4 September 2007 and a subsequent announcement dated 31 January 2008, Mvela Resources shareholders were advised, inter alia, that Mvela Resources, Northam and Anglo Platinum had agreed a transaction framework which, if converted into formal agreements and implemented, would result in Mvela Resources: acquiring Anglo Platinums interest in the Booysendal Platinum Project and Anglo Platinums 22.2% interest in Northam for a total cash consideration of R4 billion; and subsequently selling 100% of the Booysendal Platinum Project to Northam in consideration for which Northam would issue 121 000 000 new Northam Shares to Mvela Resources. The aforesaid formal agreements, being the Transaction Agreements, were signed on 3 March 2008. If the Transaction is implemented, Mvela Resources shareholding in Northam will be increased from 21.6% to 62.8% and Northam will, in turn, own 100% of the Booysendal Platinum Project. Mvela Resources will fund the R4 billion cash purchase consideration from internal cash resources of R1.5 billion and preference share funding of R2.5 billion. Following from his involvement with the empowerment initiatives of the Anglo American group and by virtue of his status, reputation and ability to form and arrange a BEE group to provide the required BEE credentials, Mr Lazarus Zim, or his nominee, was endowed by Anglo American plc with the placement

12

of Anglo Platinums interest in the Booysendal Farms portion of the Booysendal Platinum Project. Afripalm 3 has (subject to certain conditions precedent) acquired this endowment from Mr Zim and will now dispose of it to Mvela Resources. Subject to the fulfilment of the conditions precedent to the Transaction, Mvela Resources will issue 3 579 000 ordinary shares to Afripalm 3. Upon implementation of the Transaction, Mvela Resources will be regarded as a pyramid company in terms of Section 14 of the Listings Requirements. The JSE has granted Mvela Resources a period of 12 months to correct this status, failing which it will terminate its listing. The board has reviewed the available options to address the situation and is satisfied that the strategy to meet the JSE directive is in place. Accordingly, Mvela Resources has committed to the JSE that it will rectify the situation within the allotted time period. The purpose of this circular is to provide shareholders with all the relevant information relating to the Transaction and the Afripalm Share Issue and to convene a general meeting of shareholders in order for them to consider and, if deemed fit, approve the ordinary and special resolutions to effect the Transaction and the Afripalm Share Issue as set out in the notice of general meeting attached to and forming part of this document. 2. RATIONALE FOR THE TRANSACTION Upon implementation of the Transaction, Mvela Resources will have acquired a controlling shareholding in Northam, an independent, fully-integrated PGE producer. Mvela Resources will thus achieve a milestone in its intended strategic evolution into a black controlled and sustainable operating mining group. Through its 62.8% shareholding in Northam, Mvela Resources will become the holding company of a significant cash generating operation in the existing Northam mine and a world-class development project in the Booysendal Platinum Project. By its acquisition of the Booysendal Platinum Project, Northam will become the 4th largest PGE company in South Africa based on attributable resource ounces. Mvela Resources shareholders will benefit from Northams enhanced investment case. The addition of the Booysendal Platinum Project presents a large, long-life growth opportunity for Northam, as well as the ability to optimise its metal treatment facilities and significantly reduce its unit cost of production. Furthermore, by becoming a subsidiary of a company (Mvela Resources) that is controlled by historically disadvantaged persons, Northams ability to pursue further acquisitive growth opportunities in the South African platinum sector will be greatly enhanced. 3. THE BOOYSENDAL PLATINUM PROJECT 3.1 Description The Booysendal Platinum Project is located towards the southern extent of the Eastern Limb of the Bushveld Complex and embraces 150 square kilometres on eleven contiguous farms. The Booysendal Rights are held under one old order mining right in respect of eight farms and two new order prospecting rights in respect of two farms. The Booysendal Extension Right, once granted, will consist of a new order mining right in respect of three farms. The Booysendal Platinum Project is underlain by the Merensky and UG2 Reefs and has been explored by Anglo Platinum. The Mineral Corporation, which has been appointed as the Competent Person to Northam, has scrutinised and accepted the exploration data generated by Anglo Platinum up to 31 December 2007 and has made estimates of the Mineral Resources as follows: (a) Booysendal Rights area Merensky Reef a mineral resource totalling 266.4 million tonnes at a grade of 4.28 PGE(4) g/t with a contained 36.6 Moz PGE(4) has been identified; and UG2 Reef a mineral resource totalling 418.1 million tonnes at a grade of 4.24 PGE(4) g/t with a contained 57.0 Moz PGE(4) has been identified. (b) Booysendal Extension Right area Merensky Reef a mineral resource totalling 27.0 million tonnes at a grade of 5.00 PGE(4) g/t with a contained 4.3 Moz PGE(4) has been identified; and UG2 Reef a mineral resource totalling 32.0 million tonnes at a grade of 5.31 PGE(4) g/t with a contained 5.5 Moz PGE(4) has been identified.

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The far southern extent of the Eastern Limb of the Bushveld Complex, where the southern end of the Booysendal Platinum Project is located, is known to be structurally and geologically more complex than the northern extent. This is related to the relatively shallow presence of Transvaal Supergroup rocks that have affected the structure and mineralisation of the Merensky and UG2 reefs. An independent due diligence study on the Booysendal Platinum Project commissioned by Northam, which assumed higher geological loss due to these factors in the southern area, ascribed some 103 Moz PGE(4) of mineral resource to the entire Booysendal Platinum Project. 3.2 Rights in the Booysendal Platinum Project The Booysendal Platinum Project comprises:

3.2.1 the Booysendal Rights, being Micawbers old order mining right and new order prospecting rights over the Booysendal Farms; 3.2.2 the Booysendal Extension Right
RPML currently holds an old order mining right in respect of the Der Brochen Farms. RPML has applied to the DME to convert this old order mining right to a new order mining right. If successful with this conversion application, it will apply to sell the portion of the resultant new order mining right which relates to the Booysendal Extension Farms to Micawber. RPML has undertaken, as part of the Transaction, that if the application is successful, RPML will transfer the new order mining right insofar as it relates to the Booysendal Extension Farms to Micawber. If either of the applications referred to in this paragraph 3.2.2 is unsuccessful, RPML will not be able to sell a new order right in respect of the Booysendal Extension Farms to Micawber (which will then be a subsidiary of Northam). If RPML does not sell such new order right within two years of the closing date of the Transaction, the purchase price of R537 million which was paid for the Booysendal Extension Right, plus interest which has accrued thereon, shall be repaid by RPML to Northam; and

3.2.3 the Booysendal Surface Rights and the Booysendal Extension Surface Rights.
4. THE TRANSACTION 4.1 The acquisition of the Booysendal Platinum Project

4.1.1 The Booysendal Rights are currently held by Micawber, 50% of the issued share capital of which is owned by RPML. The remaining 50% of the issued shares in Micawber are warehoused in Plimline, a company wholly owned by Deneys Reitz Attorneys, with the irrevocable instruction that Plimline may only transfer those shares to historically disadvantaged persons upon the written directions of RPML. 4.1.2 Anglo Platinum and Khumama entered into an understanding in June 2003 to negotiate the formation of a 50:50 joint venture to exploit the Booysendal Rights. The entire issued share capital of Khumama was then acquired by Mvela Resources in February 2004. 4.1.3 As part of the Transaction, Plimline has now been instructed by RPML to transfer Plimlines 50% shareholding in Micawber to Khumama for a nominal consideration.
4.2 The acquisition of shares in Northam Mvela Resources holds indirectly 21.6% and Anglo Platinum holds indirectly 22.2% of the Northam Shares as at the last practicable date. In terms of the Northam Share Sale Agreement, Anglo Platinum has agreed to sell all of its Northam Shares to Mvela Resources for a total consideration of R1.6 billion.

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4.3

Transaction Steps In terms of the Transaction Agreements, the Transaction will comprise the following steps:

4.3.1 in terms of the Plimline Share Transfer Agreement, Plimline will transfer its 50% shareholding in Micawber to Khumama for a nominal consideration; 4.3.2 Mvela Equity will raise funding of R2.5 billion from Nedbank Capital by way of issue of redeemable preference shares. As security for the funding Mvela Equity will pledge and cede that number of Northams Shares valued at the VWAP three business days before the closing date equivalent to 3.5 times the funding raised. The pledge and cession is subject to shareholder approval as set out in special resolution number 4. Details regarding the terms of this funding are contained in Annexure 16 to this document; 4.3.3 Mvela Equity will subscribe for new equity shares to be issued by Khumama and, utilising the funds received by it from Mvela Equity, Khumama will advance a loan of R2.4 billion to Micawber; 4.3.4 Micawber will then repurchase, for cash, those of its shares which are owned by RPML. After such repurchase, Khumama will own the entire issued share capital of Micawber; 4.3.5 Mvela Equity will sell the entire issued share capital of Khumama (and, accordingly, a 100% interest in the Booysendal Platinum Project) to Northam in consideration for 121 000 000 newly issued Northam Shares, representing an effective value of R8.6 billion based on an assumed issue price of the new Northam Shares of R71.00 per share, this being the closing price of a Northam Share on the JSE as at the last practicable date. The disposal will be effected in terms of Section 228 of the Act and shareholder approval is being sought as set out in special resolution number 3; 4.3.6 Mvela Equity and/or Mvela Platinum will acquire Anglo Platinums 22.2% indirect shareholding in Northam from RPML and Norbush for a purchase price of R1.6 billion; and 4.3.7 on the basis set out in paragraph 3.2.2, RPML will sell the new order mining right over the Booysendal Extension Farms to Micawber (which will then be a wholly owned subsidiary of Northam) for R537 million. This amount will be funded by Micawber from the loan referred to in paragraph 4.3.3.
Upon implementation of the Transaction, Mvela Resources will indirectly own 62.8% of Northams entire issued share capital. Northam will, in turn, indirectly own 100% of the Booysendal Platinum Project. 4.4 Date of implementation Subject to fulfilment (or where appropriate waiver) of the conditions precedent referred to in paragraph 10 below, the Transaction is expected to be implemented during the second half of June 2008.

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5. SIMPLIFIED TRANSACTION STRUCTURE The current ownership structures of Northam and the Booysendal Platinum Project are as follows:
Anglo Platinum* Mvela Resources*

Rights over Der Brochen Farms

100%

100% 100%

Plimline

RPML
100% 50% 50%

Khumama

Norbush

50%

Micawber

50%

Booysendal Rights
5.8% 16.4%

21.6%

Northam*

* Listed on the JSE. Following implementation of the Transaction, the ownership structures of Northam and the Booysendal Platinum Project will be as follows:
Anglo Platinum*
100%

Mvela Resources*
62.8%

RPML

Northam*
100%

100%

100%

Norbush

Rights over Der Brochen Farms(1)

Khumama
100%

Micawber
100%

Booysendal Rights

* Listed on the JSE.

Note:
(1)

RPMLs rights in the Der Brochen Farms excluding Micawbers right to acquire the Booysendal Extension Right.

6. ADDITIONAL SALIENT TERMS OF THE TRANSACTION AGREEMENTS 6.1 BEE Principles

6.1.1 In terms of the Relationship Agreement, various BEE-related warranties and undertakings (BEE Undertakings) are furnished by, inter alia, Mvela Resources, Afripalm Resources and Mvela Holdings to Anglo Platinum. These include, inter alia, the following:

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6.1.1.1 each of Afripalm Resources and Mvela Holdings warrants that it is as at the signature date of the Relationship Agreement, and will on implementation of the Transaction be, an HDP; 6.1.1.2 Afripalm Resources, Mvela Holdings and Mvela Resources undertake that there will be no change in Afripalm Resources or Mvela Holdings respective group shareholding structure, and that there will be no Structural Change except under, inter alia, the following circumstances: (a) an issue or sale of shares or voting rights to an HDP which has agreed to bind itself to the provisions of the Relationship Agreement; (b) a sale of shares or voting rights to a wholly-owned subsidiary, provided that if it ceases to be a wholly-owned subsidiary then the relevant sale shares or voting rights shall be transferred back to the original holding company or to another wholly-owned subsidiary of such holding company; (c) an issue or sale of shares, or an interest in shares, to employees (including nonexecutive directors) of the company concerned or its subsidiaries pursuant to an employee share scheme introduced and implemented in the ordinary course of business and, in the case of a company which is an HDP prior to the issue or sale, does not result in such company ceasing to be an HDP; (d) a Structural Change approved of by the DME in a DME Approval Notice; (e) a reduction in Mvela Resources shareholding in Northam without a loss of shareholding control over Northam; (f) a Structural Change that does not result in Afripalm Resources or Mvela Holdings ceasing to be an HDP; or (h) the share options granted to the Gauta Igolide Development Trust, which has the right to acquire 7 million ordinary shares at any time during a period of .5 six months after 17 March 2009 at a strike price of R35.00 a share; 6.1.1.3 none of Northam, Khumama and Micawber may dispose of the whole or substantially the whole of its undertakings or all or the greater part of its assets, save, inter alia: (a) to HDPs; (b) in circumstances where it will not create a reasonable likelihood of Anglo Platinum losing its conversion rights and/or its credits or a reasonable likelihood of Anglo Platinum not retaining such conversion rights and/or credits once obtained; (c) to a joint venture of which Northam is a member and in which Northam has a majority economic interest; or (d) if approved of by the DME in a DME Approval Notice; 6.1.1.4 Mvela Resources may not encumber its Northam Shares, save: (a) with Anglo Platinums consent; (b) with the approval of the DME in terms of a DME Approval Notice; or (c) for an encumbrance of Northam Shares held by Mvela Resources in excess of 50% plus one of all the issued Northam Shares.

6.1.2 The restrictions referred to in paragraph 6.1.1 will terminate if and when legislation is promulgated which has the effect that Anglo Platinums conversion rights and credits are legally secured, notwithstanding any breach of the BEE Undertakings. 6.1.3 If any of, inter alia, Mvela Resources, Mvela Holdings or Afripalm Resources breaches any of the BEE Undertakings and fails to remedy the breach timeously, Mvela Resources will be deemed to offer those of its Northam Shares comprising 50% plus one share of all the issued Northam Shares to RPML at either a 50% or 25% discount to their then market value, the discount depending on the likely impact of the breach on Anglo Platinums conversion rights and credits. The price will be at a 50% discount to market value if the breach creates a reasonable likelihood of Anglo Platinum losing its conversion rights and/or its credits or a reasonable likelihood of Anglo Platinum not retaining such conversion rights and/or credits once obtained. The price will be at a 25% discount to market value if no such reasonable

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likelihood exists. If Mvela Resources is only able to transfer less than 50% plus one share of all the issued Northam Shares, it must pay the shortfall (being the difference between the market value of those Northam Shares that Mvela Resources is required to but is unable to transfer less the price Anglo Platinum would have paid for them if they had been transferred) to Anglo Platinum in cash.

6.1.4 If the deemed offer referred to in paragraph 6.1.3 is accepted, the Northam Shares acquired by RPML will be warehoused with an entity until they are disposed of to an HDP identified by Anglo Platinum or otherwise utilised to restore Anglo Platinums credits from the Transaction. These Northam shares will only be placed with a suitable HDP following consultation with Northam.
6.2 Booysendal Ancillary Assets In terms of the Booysendal Ancillary Assets Agreement, Anglo Platinum and/or RPML will make available to Northam certain rights and entitlements required by Northam to enable it to mine the Booysendal Farms and the Booysendal Extension Farms and conduct beneficiation operations thereon. These include rights of access to the Booysendal Farms and the Booysendal Extension Farms over property owned by RPML, use of property owned by RPML for tailings dams, and access to electricity and water supplies:

6.2.1 Water: It is a condition precedent to the Transaction that Northam becomes a member of the Lebalelo Water Users Association and receives an allocation of seven megalitres of water per day. Anglo Platinum will assign to Northam a pro rata portion (based on the ratio that seven megalitres per day bears to Anglo Platinums entire allocation of twenty-seven megalitres per day) of Anglo Platinums members loan account or initial contribution (as recorded in the books of the Lebalelo Water Users Association) and all the other assignable rights, interests and benefits to which members of the Lebalelo Water Users Association are entitled by virtue of their membership. This allocation should be sufficient until the commissioning and initial production stages, after which water supplies will be augmented by supplies from the De Hoop dam (due to be completed in or about 2013). The Lebalelo pipeline, which currently terminates at Mototolo, will be extended to the Booysendal Farms; 6.2.2 Tailings dam sites: Studies to identify suitable sites for tailings dams have been commissioned over certain of the Der Brochen Farms and Booysendal Farms. To the extent that available tailings dam site(s) are identified on the property of either Northam or RPML, such site(s) will be offered to the other of them at a market-related consideration; 6.2.3 Access to Booysendal: Anglo Platinum will grant traversing rights over certain of the Der Brochen Farms to access the Booysendal Farms and the Booysendal Extension Farms; and 6.2.4 Surface rights: Additional agreements have been entered into in terms of which Micawber will acquire the Booysendal Surface Rights and the Booysendal Extension Surface Rights.
In addition to the assets referred to above, it is a condition precedent to the Transaction that an agreement be entered into between Micawber and the Mototolo Joint Venture (which consists of RPML, Xstrata South Africa (Proprietary) Limited and Kagiso Platinum Venture (Proprietary) Limited) for the provision of electrical power capacity of 16 MVa to Micawber until the first quarter of 2011. 6.3 RPML Warranties

6.3.1 RPML has furnished certain warranties to Northam and Khumama in the Loan and Warranties Agreement in respect of, inter alia, Micawber, its share capital, its assets and its liabilities. 6.3.2 These warranties expire twenty four months after the month in which the Transaction is implemented, with the exception of warranties in respect of Micawbers Transaction taxes, which will expire in certain cases five years after the Transaction is implemented and in others thirty six months after the month in which the taxpayer concerned receives the first final full assessment in respect of income tax to be conducted after the Transaction is implemented.

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6.4

Unwinding of Transaction

6.4.1 In terms of the Loan and Warranties Agreement, the Transaction will be unwound if, inter alia:
6.4.1.1 the application to convert those of the Booysendal Rights which are old order mining rights into new order mining rights is refused and an act or omission on the part of Anglo Platinum was the sole reason or one of the reasons for that refusal; or 6.4.1.2 RPML materially breaches certain fundamental warranties in relation to those of the Booysendal Rights which are old order mining rights, unless Northam otherwise secures new order mining rights; or 6.4.1.3 Mvela Resources materially breaches certain fundamental warranties in relation to Khumama.

6.4.2 In the event of an unwinding of the Transaction, it is anticipated that Mvela Resources will repurchase Khumama (and the Booysendal Platinum Project) from Northam against the repurchase by Northam of the Northam Consideration Shares and Mvela Resources will return the Booysendal Platinum Project and the Northern Shares purchased under the Northam Share Sale Agreement to RPML, Norbush and Plimline against repayment of the amount of R4 billion originally advanced by Mvela Resources. The Transaction Agreements do however enable the parties to structure the unwinding in whatever manner may be the most efficient.
6.5 Miscellaneous provisions If either of the applications referred to in paragraph 3.2.2 is unsuccessful, RPML will not be able to sell a new order mining right in respect of the Booysendal Extension Farms to Micawber (which will then be a wholly-owned subsidiary of Northam). If RPML does not sell a new order mining right in respect of the Booysendal Extension Farms to Micawber within two years of the closing date of the Transaction, the purchase price of R537 million payable for the Booysendal Extension Right plus interest which has accrued thereon shall be repaid by RPML to Northam. 6.6 Limitation of liability The maximum aggregate amount which can be claimed by Mvela Resources, Khumama and Northam from RPML pursuant to breaches of the Transaction Agreements or under indemnities furnished by RPML in the Transaction Agreements (save insofar as they relate to Transaction taxes) is R2 billion. 7. SRP DISPENSATION IN RESPECT OF NORTHAM On implementation of the Transaction, Mvela Resources shareholding in Northam will increase from 21.6% to 62.8% of all Northams Shares. The Transaction therefore constitutes an affected transaction in terms of the SRP Code, which ordinarily would require Mvela Resources and/or its subsidiaries to make an offer (Mandatory Offer) to acquire the Northam Shares owned by all the other Northam shareholders. The Mandatory Offer would be at R44.00 per share based on the closing price of Northam Shares on 30 January 2008, being the date on which Mvela Resources and Northam approved the revised terms of the Transaction, as set out in the SENS announcement dated 31 January 2008. The price paid to Anglo Platinum for its 22.2% interest in Northam was R29.59 per share. The SRP has advised that it is willing to consider an application to grant a dispensation (Dispensation) to Mvela Resources and its subsidiaries in terms of the SRP Code from the obligation to make the Mandatory Offer if Northam shareholders in general meeting (other than Mvela Resources and Anglo Platinum) waive their right to require Mvela Resources or its subsidiaries to make the Mandatory Offer, but subject to the SRP considering any representations made by Northam shareholders, as contemplated below. Northam shareholders will be notified of the details of the Transaction, as well as the Dispensation, in a circular to Northam shareholders (the Northam Circular). Northam shareholders will be given the opportunity to make submissions to the executive director of the SRP on whether the Dispensation should be granted. Northam shareholders who wish to object to the granting of the Dispensation will have until 16 May 2008, being seven days from the date on which the Northam Circular is posted, to make submissions to the SRP.

19

If any submissions are made to the SRP within the permitted timeframe, the SRP will consider the merits thereof and, if necessary, provide Mvela Resources with an opportunity to make representations to the SRP. Thereafter, subject to the waiver by Northam shareholders in general meeting being granted, the SRP will rule on the requirement to make the Mandatory Offer. 8. RELATIONSHIP WITH AFRIPALM RESOURCES Afripalm Resources is a BEE company founded and headed by Mr Lazarus Zim. Mr Zim was publicly identified as a future participant in the on-going empowerment process of Anglo Platinum by Mr Tony Trahar, then CEO of Anglo American plc, in February 2006. It was announced in December 2006 that Afripalm 1 had agreed to subscribe for ordinary shares and A ordinary shares conferring on it control over 30.4% of the voting shares in the capital of Mvela Resources. This subscription was successfully implemented in 2007 Mvela Resources also granted an . option to Afripalm 2 to subscribe, in cash, for ordinary shares in Mvela Resources. Afripalm Resources and Mr Zim undertook in the Afripalm Agreements to offer to Mvela Resources any mining investment opportunities which may be offered to Afripalm Resources or any of its group companies or of which they otherwise become aware until 1 May 2014 (Afripalm Undertakings). 9. AFRIPALM SHARE ISSUE Following from his involvement with the empowerment initiatives of Anglo American plc and its group companies, and by virtue of his status, reputation and ability to form and arrange a broad based BEE group to provide the required BEE credentials, Mr Zim, or his nominee, was identified and endowed by Anglo American plc with the placement of Anglo Platinums 50% interest in the Booysendal Farms portion of the Booysendal Platinum Project. Mr Zim has (subject to certain conditions precedent) disposed of this endowment to Afripalm 3. Afripalm 3 will now dispose of this endowment to Mvela Resources in consideration for 3 579 000 ordinary shares, which will rank pari passu with Mvela Resources ordinary shares in issue. The Afripalm Share Issue is not being effected in terms of the Afripalm Undertakings. It has however been agreed that the number of shares to be issued to Afripalm 3 be determined with reference to similar criteria as are contained in the Afripalm Agreements. Each of Afripalm 1 and Afripalm 3 is a related party as defined in the Listings Requirements. The , disposal of the endowment to Mvela Resources for the issue of 3 579 000 ordinary shares will be regarded as a related party transaction and is therefore subject, inter alia, to the obtaining of a fairness opinion from an independent expert. Ernst & Young Advisory Services Limited has been engaged to prepare this opinion and the full text thereof is attached as Annexure 1. As the independent expert has found the Afripalm Share Issue to be fair to Mvela Resources shareholders, shareholder approval is not required in terms of the Listings Requirements. However, in terms of the Act, the issue of shares is subject to an ordinary resolution which requires a majority of the votes cast in favour of such a resolution by Mvela Resources shareholders who are present or represented by proxy at the general meeting. Afripalm 1 will not vote on this resolution. Implementation of the Afripalm Share Issue is conditional upon the fulfilment of all suspensive conditions to the Transaction. 10. CONDITIONS PRECEDENT Implementation of the Transaction is conditional, inter alia, upon the fulfilment of the following conditions precedent: 10.1 the SRP granting the Dispensation referred to in paragraph 7 above; 10.2 the Transaction being unconditionally approved, alternatively approved subject to conditions which are acceptable to Anglo Platinum, Northam and Mvela Resources, by all relevant regulatory authorities; 10.3 ordinary and special resolutions required to implement the Transaction and the Afripalm Share Issue being passed in general meeting by Mvela Resources shareholders and Northam shareholders (as the case may be) and, to the extent required, being registered by CIPRO;

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10.4 consents to the implementation of the Transaction by Absa Bank Limited (the funders of Mvela Holdings shareholding in Mvela Resources) and by certain of the funders of the transaction in which Mvela Gold has agreed to subscribe for 50 million shares in Gold Fields; 10.5 all conditions precedent to the agreements relating to the provision of preference share funding by Nedbank Capital to Mvela Equity being fulfilled; and 10.6 all agreements contemplated in the Relationship Agreement, (including, but not limited to, the power agreement between Micawber and the Mototolo Joint Venture (referred to in paragraph 6.2), being signed. 11. INFORMATION ON MVELA RESOURCES Mvela Resources is a mining and minerals investment company that is controlled by HDPs. Since inception in 2001, Mvela Resources has acquired significant investments in the South African gold, platinum and diamond sectors, as well as exploration and development joint ventures in sub-Saharan Africa, with a focus on South Africa. Mvela Resources major assets comprise investments in JSE-listed companies, Gold Fields, Northam and Trans Hex. These JSE-listed companies are required to report in detail to their shareholders and the following overview has been extracted, inter alia, from these companies published annual reports and other publicly available sources of information: Gold interests Mvela Resources, through its wholly-owned subsidiary Mvela Gold, has agreed to subscribe for 50 million shares in Gold Fields. Gold Fields is listed on the JSE, the New York Stock Exchange Inc, Euronext in Paris and Brussels, the Dubai International Financial Exchange and on the Swiss Exchange. In March 2004, Mvela Gold advanced a R4 139 million loan with a five-year maturity to GFI-SA. During this period, Mvela Gold receives fixed semi-annual interest payments on the loan, amounting to R437 million per annum, while Gold Fields, as sole shareholder, enjoys 100% of the after interest and capital expenditure cash flow from GFI-SA. The loan matures on 17 March 2009. In March 2009, Mvela Gold will utilise the capital repaid on the above loan to subscribe for 50 million Gold Fields shares currently comprising, on a fully diluted basis, 6.9% of Gold Fields. GFI-SA houses Gold Fields South African assets. These comprise the Kloof and South Deep mines in Gauteng, Driefontein in the North West Province and Beatrix in the Free State. These mines are all located on the world-renowned Witwatersrand Basin and are wholly-owned by GFI-SA. Mining operations take place at depths of between 3 000 and 3 500 metres below surface. In the 2007 financial year, GFI-SA employed 52 454 people (including contractors) and produced 4.285 oz. Platinum interests

The Booysendal Platinum Project

Details of the Booysendal Platinum Project are set out in paragraph 3.

Northam
Mvela Resources presently has a 21.6% shareholding in Northam, a JSE-listed company. Northam is currently the fifth largest PGE producer in South Africa and its single mine is located on the western limb of the Bushveld Complex in South Africas Limpopo province. The Northam mine comprises a twin-shaft system and operates at an average depth of 1 700 metres, exploiting both the Merensky and UG2 reefs. In financial year 2007, Northam produced 324 296 oz of PGE(4) at cash operating costs of US$584/oz. Northam has substantial established infrastructure including two concentrator plants, a smelter and a base metals removal plant. At the end of June 2007, Northam reported reserves of 10.918 Moz PGEs with 16.973 Moz of resources, providing an anticipated life of mine of some 16 years. Northam declared an interim dividend of 245 cents per share in its 2007 financial year and a final dividend of 280 cents per share, resulting in an 88% year-on-year increase in the total dividend to 525 cents per share. Thus, attributable dividends to Mvela Resources increased substantially from R145 million for its 2006 financial year to R272 million for its 2007 financial year. An interim dividend of 145 cents per share was declared in February 2008. The interim dividend attributable to Mvela Resources amounted to R75 million.

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Northams share price increased 49.4% over the course of the 2007 financial year from R37.48 on 30 June 2006 to R56.00 on 30 June 2007. This appreciation reflects a combination of good operational management and increased PGE prices. In addition to the higher dividends that Mvela Resources received from Northam, the sharp increase in Northams market value over the year reflects positively in Mvela Resources market value. As at the last practicable date, Northams share price closed at R70.90 (representing a market capitalisation of R16.9 billion). Upon implementation of the Transaction, Northam will own 100% of the Booysendal Platinum Project which will not have a concentrate offtake agreement in favour of any third party. Northam will therefore be free to treat the Booysendal concentrate in its own smelting facilities with Heraeus refining the metals at its refineries in Germany and the Eastern Cape.

Pandora Joint Venture

Mvela Resources currently warehouses a 7.5% interest in the Pandora joint venture, as agent on behalf of Northam. Upon successful completion of the Transaction, the Pandora joint venture will be re-assigned to Northam.

Dwaalkop joint venture

Mvela Resources holds a 47.5% economic interest in the exploitation of PGEs on the Dwaalkop joint venture property adjoining Lonmins Voorspoed operation. The remaining 52.5% is held by Lonmin plc (50.0%) and Imbewu Mineral Resources (Proprietary) Limited (2.5%). The Dwaalkop property is located in the Limpopo Province of South Africa, near the town of Mokopane (Potgietersrus). Prospecting rights in respect of the project were granted in July 2004 and an infill-drilling programme has defined a 9 Moz PGE(4) resource to a depth of 1 000 metres. The viability of a surface operation and an underground mine has been investigated. The joint venture has concluded that the underground option is the best course to follow. A bankable feasibility study is due for completion in 2008. Diamond interests

Trans Hex
Mvela Resources owns a 20.7% direct interest in Trans Hex. Trans Hex is an integrated diamond company that explores for, mines and markets high-quality alluvial land and marine diamonds. Trans Hexs operations comprise: land operations in South Africas Northern Cape Province on the Lower Orange River, some 50 kilometres upstream of Alexander Bay (Baken, Bloeddrif, Reuning and Gariep). Mature operations on the Middle Orange River, between Prieska and Douglas (Saxendrift, Niewejaarskraal) have recently been sold; land operations in Angola (35% interest in Luarica, 32% interest in Fucauma); and marine operations in the shallow waters around De Punt and Port Nolloth off the west coast of South Africa, and two mid-water mining vessels (MV van Prinsep and MV Namakwa) operating off the west coast of South Africa and Namibia. In May 2006, Trans Hex concluded a prospecting joint venture agreement with the Angolan state diamond organisation, Endiama, resulting in Trans Hex securing a 33% interest in the Luana concession. The signing of the agreement sees the successful conclusion of the conversion of the current service agreement into a full-scale joint venture agreement. The Luana concession is located in the Angolan province of Lunde Norte, adjacent to the Luarica concession. Trans Hex is committed to ongoing alluvial and kimberlite exploration in South Africa and other African countries, particularly at the Luana River prospecting area in Angola and at the Kpo kimberlite project in Liberia (in partnership with Mano River Resources). A number of these and other prospects identified by Trans Hex have the potential for immediate and significant future growth.

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Mvela Exploration
Mvela Resources and Trans Hex each hold a 50% interest in Mvela Exploration, which was created to prospect for and mine diamonds in certain demarcated areas in South Africa. In addition, Mvela Exploration has entered into further joint ventures and partnerships with other mining and exploration companies to create additional opportunities for growth. Exploration projects that Mvela Exploration has engaged in include a joint venture with BHP Billiton plc (75% Mvela Exploration: 25% BHP Billiton plc), using the proprietary Falcon Airborne Gravity technology to explore for kimberlites in sediment-covered regions of South Africa (the Phakalane joint venture). BHP Billiton plcs Falcon technology has identified a number of anomalies which are currently the subject of follow up exploration. Exploration rights on a number of properties have been granted and other applications are pending.

Ndowana exploration joint venture

Mvela Resources has an exploration joint venture with De Beers Consolidated Mines Limited (De Beers). In terms of a shareholders agreement signed between the two companies in July 2002, Mvela Resources acquired a 33.3% stake in the Ndowana exploration joint venture with De Beers. In August 2004, the shareholders agreement was amended to provide for an equity participation of 51% for Mvela Resources and 49% for De Beers in respect of prospecting areas that are subject to Stateowned mineral rights. The Ndowana joint venture was set up to undertake primary kimberlite exploration in defined areas of the Limpopo and Mpumalanga Provinces. New order prospecting rights have been granted for two identified areas of interest and exploration work has commenced. Both these areas have been covered by high resolution airborne geophysical surveys. Several targets identified from these surveys are currently being followed up on the ground by various exploration methods. Integration of all data generated has produced specific sites that are highly likely to host kimberlite deposits. 12. PRO FORMA FINANCIAL INFORMATION The unaudited pro forma financial effects set out in Annexure 2 are summarised below and are included for the purposes of illustrating the effect of the Transaction and the Afripalm Share Issue on Mvela Resources basic earnings, headline earnings, net tangible asset value per ordinary share and net asset value per ordinary share. The directors of Mvela Resources are responsible for the preparation of the unaudited pro forma financial effects stated below. These are presented for illustrative purposes only and because of their nature may not give a fair reflection of Mvela Resources financial position, changes in equity, results of operations or cash flows after implementation of the Transaction and the Afripalm Share Issue. The independent reporting accountants report relating to the pro forma financial effects of the Transaction and the Afripalm Share Issue is set out in Annexure 3.

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Before the Transaction and the Afripalm Share Issue Basic earnings/(loss) per ordinary share (cents) Diluted earnings/(loss) per ordinary share (cents) Headline earnings/(loss) per ordinary share (cents) Diluted headline earnings/(loss) per ordinary share (cents) Net asset value per ordinary share (cents) Net tangible asset value per ordinary share (cents) Number of ordinary shares in issue (000) Weighted average number of ordinary shares in issue (000) Fully diluted weighted average number of ordinary shares in issue (000)
Notes: 1. 2.

After the Afripalm Share Issue (112) (112) (111) (111) 2 734 2 701 212 669 212 472 214 362

After the Transaction and the Afripalm Share Issue 1 897 1 881 1 898 1 882 5 746 5 429 212 669 212 472 214 362

Change 2 011 1 995 2 010 1 994 115.0% 106.0%

(114) (114) (112) (112) 2 672 2 636 209 090 208 893 210 783

Before the Transaction and the Afripalm Share Issue represents the reviewed results of Mvela Resources for the six months ended 31 December 2007. The financial effects have been based on the following key assumptions: 2.1 the Transaction and the Afripalm Share Issue were effective from 1 July 2007 for purposes of calculating earnings and headline earnings per ordinary share. Net asset value and net tangible asset value per ordinary share were calculated as if the Transaction and the Afripalm Share Issue were effective as at 31 December 2007; 2.2 the Transaction was funded by utilising R1.5 billion of Mvela Resources own funds and issuing redeemable preference shares (at an interest rate of 70% of the prime overdraft lending rate in South Africa) to the value of R2.5 billion; 2.3 Mvela Resources receives 121 000 000 new Northam Shares; 2.4 a closing price of R71.00 per Northam Share; and 2.5 3 579 000 new ordinary shares are issued to Afripalm 3 pursuant to the Afripalm Share Issue and the value of the Transaction is based on R65.05 per ordinary share, being the closing price on the last practicable date.

3.

The pro forma financial effects have been prepared using accounting policies that comply with IFRS and that are consistent with those applied in the audited results of Mvela Resources for the 12 months ended 30 June 2007, with the exception of the adoption of the following policies in response to changes in IFRS: IFRS 4 Insurance Contracts; IFRS 7 Financial Instruments Disclosure; IAS 1 Presentation of Financial Statements; and IFRIC 11 Scope of IFRS 2 Share-based Payments.

The adoption of these amendments, standards and interpretations will result in additional disclosures in the financial statements, but do not have any impact on the information disclosed in this document.

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13. INFORMATION REGARDING DIRECTORS, DIRECTORS INTERESTS AND REMUNERATION 13.1 Directors of Mvela Resources The directors of Mvela Resources are as follows: Name and nationalities (South African, unless otherwise stated) Business address Mr P L Zim Mr B R van Rooyen 135 West Street Sandton, 2196 1A Albury Park Magalieszicht Avenue Dunkeld West, 2196 Johannesburg 1A Albury Park Magalieszicht Avenue Dunkeld West, 2196 Johannesburg 1A Albury Park Magalieszicht Avenue Dunkeld West, 2196 Johannesburg Northcroft Dulwich Common London 187 Rivonia Road Morningside, 2057 School of Mining and Engineering Private Bag X3 Chamber of Mines Wits University, 2050 1A Albury Park Magalieszicht Avenue Dunkeld West, 2196 1 Sohland Road Constantia, 7800 1A Albury Park Magalieszicht Avenue Dunkeld West, 2196 Johannesburg Hunts Office Park 36 Wierda Road West Wierda Valley Sandton, 2196 23 Glenhove Road Melrose Estate, 2196 Johannesburg 23 Glenhove Road Melrose Estate, 2196 Johannesburg 23 Glenhove Road Melrose Estate, 2196 Johannesburg Date of appointment as director 30 April 2007 5 February 2002

Occupation/Function Non-executive chairman Executive deputy chairman and company secretary Chief executive officer

Mr P C Pienaar

16 February 2004

Ms N S Ntsaluba

Financial director

1 August 2005

Mr M E Beckett British Ms P M Buthelezi Mr C K Chabedi

Independent non-executive director Non-executive director Independent non-executive director

10 March 2004

30 April 2007 19 July 2007

Mr S W Mofokeng

Mr R Moonsamy Mr K B Mosehla

Executive director exploration and project development Non-executive director Executive director new business

1 March 2007

30 April 2007 1 June 2005

Mr Z Mtshotshisa

Alternate non-executive director (alternate to T M G Sexwale) Non-executive director

18 June 2007

Mr T M G Sexwale

5 February 2002

Mr M J Willcox

Non-executive director

5 February 2002

Mr M S M M Xayiya

Non-executive director

5 February 2002

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P L Zim (47) Chairman

BCom (Hons), MCom, DCom

Mr Zim is executive chairman of Afripalm Resources and director of various other entities in the Afripalm group of companies. He is also Chairman of Kumba Iron Ore, Northam and Trans Hex, and a director of, inter alia, Sanlam Limited, Sahara Group and Pinnacle Point Holdings. He was previously an executive director of the MTN Group and Chief Executive of Anglo American South Africa. He is the immediate past President of the South African Chamber of Mines, a former director of Anglo Gold Ashanti, Anglo Platinum, Mondi South Africa and Telkom and sits on a number of Government advisory boards. B R van Rooyen (74) Deputy chairman and company secretary

BA, LLB (Wits)

Mr van Rooyen is deputy chairman of Trans Hex, and a director of Northam and the Banro Corporation. P C Pienaar (43) Chief executive officer

B.Compt (Hons), CA(SA)

Mr Pienaar is a director of GFI-SA, and a director of Northam and Trans Hex. Before taking up his position with Mvela Resources, he was the executive responsible for new business at Harmony Gold Mining Company Limited. He also served as the operations executive for Harmonys Free State mines. Previous directorships include ERPM, Grootvlei Gold Mine and AVMIN. N S Ntsaluba (38) Financial director

BCompt (Hons), HDip Tax, CA(SA)

Ms Ntsaluba is a chartered accountant who has worked at a number of leading South African corporations. These include Standard Bank Group Limited, the Johnnic group of companies and the Industrial Development Corporation of South Africa Limited. M E Beckett (71) Independent non-executive director

BSc (Geology), FIMM

Mr Beckett is the chairman of London Clubs International plc and MyTravel plc and a director of Orica and Northam. Until 2004, he was chairman of Ashanti Goldfields plc and was managing director of Consolidated Goldfields plc prior to that. P M Buthelezi (44) Non-executive director

BA Econ (Univ. of the North, SA), MSc Econ (Sorbonne, France), MBA (Univ. of Sheffield, UK)
Mrs Buthelezi is currently CEO of the National Empowerment Fund (NEF) and chairperson of Group 5. She previously worked at the Department of Trade and Industry as Chief Director: Black Economic Empowerment. C K Chabedi (40) Independent non-executive director

BSc (Mining Engineering), IMDP, MDP, MSAIMM

Mr Chabedi is a mining engineer with significant operational experience in various management positions at Anglo Coal South Africa. He has completed a number of post-graduate development programmes and is currently a coal mining lecturer and consultant. S W Mofokeng (35) Executive director exploration and project development

MSc (UCT), Sc.Pr.Nat

Mr Mofokeng previously served as the executive technical manager of Mvela Resources. He is also a director of Ndowana Exploration, Mvela Exploration and GFI-SA. Before joining Mvela Resources he was De Beers Regional Exploration Manager (Southern Africa) and a director of De Beers Prospecting Botswana.

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R Moonsamy (43) Non-executive director Mr Moonsamy is currently managing director of Unipalm Investments, a broad-based group with a 15% shareholding in Afripalm Resources. He was a founding member of Kascara Financial Investment Brokers in 1987. Since 1994, he has played a leading role in various empowerment initiatives. He serves on a number of boards such as Growthpoint, FCB Advertising, Afripalm Resources, Sahara Group and Pinnacle Point Holdings. K B Mosehla (35) Executive director new business

B. Compt (Hons), CA(SA) Mr Mosehla is a director of various companies within the Mvela Resources group and is a director of South African Mining Development Association. He was head of corporate finance at Mvela Holdings until his appointment to his current position. Before joining Mvela Holdings, he was a senior member of the corporate finance division at African Merchant Bank Limited.
T M G Sexwale (55) Non-executive director Cert Bus Studies (Univ. Botswana, Lesotho and Swaziland) Mr Sexwale is chairman of Mvela Holdings and Mvelaphanda Group Limited and a director of 2010 FIFA World Cup Organising Committee South Africa and A1 Grand Prix (South Africa). He is a trustee of the Nelson Mandela Foundation and the Tutu Trust, founder of the Sexwale Foundation and is also the honorary consul-general of Finland. Formerly the premier of Gauteng Province (1994 to 1998), he joined the corporate sector in 1998, establishing diversified investment company Mvela Holdings in 1999. M J Willcox (38) Non-executive director

BA, LLB, Post-Grad Dip Tax Mr Willcox is chief executive officer of Mvela Holdings and an executive director of Mvelaphanda Group Limited.
M S M M Xayiya (46) Non-executive director BA (UNISA), M.Phil (Stellenbosch) Mr Xayiya is deputy chairman of Mvela Holdings and Mvelaphanda Group Limited. Before joining Mvela Holdings, he was managing director of Mawenzi Asset Managers and policy advisor in the Office of the Premier, Gauteng Province. Details of other directorships are set out in Annexure 4.

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13.2 Directors emoluments The emoluments of the directors of Mvela Resources for the financial year ended 30 June 2007 were as follows: Remuneration package R000 Long-term retention scheme bonus R000 Gain on exercise of options R000

Director

Benefits Fees R000 R000

Total R000

Executive C G Johnson (resigned: 18 January 2007) S W Mofokeng K B Mosehla N S Ntsaluba P C Pienaar B R van Rooyen Non-executive M E Beckett P M Buthelezi O A Mabandla (resigned: 30 April 2007) Estate Late E Molobi R Moonsamy Late N E Mtshotshisa Z Mtshotshisa M P Ncholo (resigned: 30 April 2007) T M G Sexwale M J Willcox M S M M Xayiya P L Zim
Paid by company Fringe benefits Total
* **

1 062 483 1 662 1 384 *1 401 1 706

4 560 2 573 5 442 6 200

** 1 372

6 994 483 4 235 6 826 7 601 1 706 169 28 90 3 960 55 131 28 12 102 80 141 333 169 28 90 3 960 55 131 28 12 102 80 141 333 3 960 29 014 3 960

7 698 7 698

18 775 18 775

1 372 1 372

1 169 1 169

3 960 32 974

Excludes remuneration of R1.246 million under a management contract with Mvela Holdings until January 2007. Bonus.

During the financial year ended 30 June 2007, other than the benefits mentioned above: Mvela Resources directors received no material benefits from Mvela Resources; no sums were paid to Mvela Resources directors by way of expense allowances; no contributions were paid by Mvela Resources directors under a pension scheme; there have been no fees paid to Mvela Resources directors.

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13.3 Service agreements The company has service contracts with all its executive directors. Set out below is a summary of the service contracts which are also available for inspection in the manner stipulated in 28 below: Name P C Pienaar Details of service agreement Appointed: 16 February 2004. Termination arrangements: (a) Three calendar months notice period required. (b) The appointment will continue for so long as Afripalm Resources and Mvela Holding are both shareholders of Mvela Resources and together control or exercise, whether directly or indirectly, the votes attaching to not less than 50% of the entire issued share capital of Mvela Resources unless terminated earlier by mutual agreement.

Other terms: In the event that his employment is terminated he shall be paid an agreed severance package equivalent to 12 months remuneration and be entitled to retain and exercise share options.
B R van Rooyen Appointed: 5 February 2002. Termination arrangements: Three calendar months notice period required. N S Ntsaluba Appointed: 1 August 2005. Termination arrangements: Two calendar months notice period required. Appointed: 1 June 2005. Termination arrangements: Twelve calendar months notice period required. Appointed: 1 March 2007. Termination arrangements: Twelve calendar months notice period required.

K B Mosehla

S W Mofokeng

There were no changes to the terms of employment of any Mvela Resources directors during the six months preceding the date of this document. The company operates an Employee Long-Term Retention Scheme. Participating employees are entitled to payments determined by the difference between the JSE closing price of an ordinary share on the date it is resolved to grant an entitlement under the scheme and the JSE closing price on the date preceding that on which the entitlement is taken up. 33.3% of the entitlements vest per annum, i.e., over three years from the grant date. A participant may also take up his vested and unvested entitlements on the occurrence of changes of control and similar major corporate activity. Further, a participant (or his executor) may take up the participants vested and unvested entitlements within 180 days of the termination of his employment by, inter alia, death or ill-health.

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13.4 Directors interests

13.4.1 Directors interests in Mvela Resources

As at the last practicable date, the directors of Mvela Resources held the following interests in the issued ordinary share capital of Mvela Resources: Director T M G Sexwale B R van Rooyen M J Willcox M S M M Xayiya P L Zim R Moonsamy Total Beneficial Direct Indirect 6 730 420 232 3 370 14 4 18 7 420 232 226 742 370 067 521 174 669 480 Non-beneficial Direct Indirect 28 453 042 Total 28 459 420 14 229 4 742 18 370 7 067 772 232 891 174 669 480

10 100

72 859 886

73 290 218

As far as is known to Mvela Resources, none of the above directors have traded in their ordinary shares during the period from 30 June 2007 until the last practicable date save that the indirect holdings of Messrs Zim and Moonsamy have changed marginally from the positions disclosed in the 30 June 2007 financial statements, inter alia, by virtue of certain internal trades within the greater Afripalm group constituting an indirect aggregate interest in Mvela Resources of 0.0067%. Pursuant to the Afripalm transaction that was concluded in 2007, Afripalm Resources undertook to allocate 30% of its shareholding to broad-based empowerment trusts. The indirect non-beneficial interests of Messrs Zim and Moonsamy will reduce to 14 484 095 and 5 298 420 respectively post the Transaction and the allocations to the empowerment trusts. An announcement in this regard will be made in due course. Save as disclosed above, Mvela Resources directors have no direct or indirect, beneficial or non-beneficial, interests in the ordinary shares. In addition, save as disclosed in paragraphs 8 and 9 above, none of the directors of Mvela Resources have any material beneficial interests, whether direct or indirect, in any transactions undertaken by Mvela Resources during the current or immediately preceding financial year, and which remain in any respect outstanding or unperformed.

13.4.2 Directors interests in Northam Platinum

As at the last practicable date, the directors held the following interests in the share capital of Northam: Director M E Beckett T M G Sexwale B R van Rooyen M J Willcox M S M M Xayiya P L Zim R Moonsamy Total Beneficial Direct Indirect 30 000 1 459 128 568 731 6 168 620 3 1 4 1 084 028 496 729 310 103 442 851 Non-beneficial Direct Indirect Total 30 6 170 128 3 085 1 028 4 496 1 729 000 079 568 041 103 442 851

30 000

130 758

16 507 326

16 668 084

The indirect holding of the above directors will change as a result of the Transaction. 13.5 Directors interests in and dealings in the share capital of Mvela Resources Save as disclosed in paragraph 13.4.1 above, there have been no dealings in securities by directors of Mvela Resources in the financial year ended 30 June 2007. Further, there have been no dealing in securities by directors of Mvela Resources in the period from 30 June 2007 up until the last practicable date.

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There was no award or exercise of options over ordinary shares during the year ended 30 June 2007, nor were any options awarded or exercised in the period from 30 June 2007 until the last practicable date. Accordingly, the opening balance at 1 July 2007 and closing balance at the last practicable date were as follows: Director T M G Sexwale M J Willcox M S M M Xayiya Total Date granted 6 May 2002 4 January 2006 6 May 2002 4 January 2006 6 May 2002 4 January 2006 Strike price per option (R) 16.50 23.00 16.50 23.00 16.50 23.00 Number of share options 430 000 800 000 430 000 600 000 60 000 600 000 2 920 000

13.6 No ordinary shares have been issued or allotted pursuant to a share purchase scheme during the period from 30 June 2007 to the last practicable date. 13.7 As at the last practicable date, no director of Mvela Resources received any commission, gain or profit sharing arrangement. 13.8 Save as disclosed in this document, no director of Mvela Resources will benefit, whether directly or indirectly, in any manner as a consequence of the Transaction. Furthermore, subject to Afripalm 3s rights under the Afripalm Share Issue, there are no arrangements that will result in any shareholder of Mvela Resources being treated more favourably than any other shareholder. 13.9 Other than Mr Zim, no director of Mvela Resources has or has had, within the last two years, any direct or indirect, beneficial or non-beneficial, interest in any asset (including any right to explore for minerals) which has been acquired or disposed of by, or leased to or by, Mvela Resources. 14. MAJOR SHAREHOLDERS AND SHARE CAPITAL 14.1 Share capital and premium R000

Authorised share capital as at last practicable date

300 000 000 ordinary shares of 2 cents each 50 000 000 A ordinary shares of 2 cents each Total authorised share capital 6 000 1 000 7 000

Issued share capital Before Afripalm Share Issue 211 382 101 ordinary shares of 2 cents each 35 000 000 A ordinary shares of 2 cents each Share premium (net of share issue costs)
Total issued share capital

4 228 700 4 264 851 4 269 779

Issued share capital After Afripalm Share Issue 214 961 101 ordinary shares of 2 cents each 35 000 000 A ordinary shares of 2 cents each Share premium (net of share issue costs)
Total issued share capital

4 299 700 4 497 593 4 502 592

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Notes: 1. 2. 3. Subject to no other shares being issued between the last practicable date and the date of implementation of the Transaction under the existing authorities. Based on a share price of R65.05 per ordinary share, being the closing price on the last practicable date. In March 2007, the executor of the estate of the late Mr Molobi exercised the estates share options in terms of the Mvela Resources share option scheme at the option price of R16.50 per share. This resulted in the issue of 120 000 new ordinary shares. During April and May 2007, Afripalm 1 subscribed for 40 000 000 ordinary shares at a price of R29.20 per share, representing a 15% discount to the 30-day VWAP on 5 December 2006 and for 35 000 000 A ordinary shares at their par value of 2 cents per share. These shares were issued to Afripalm 1 in terms of a resolution contained in the Afripalm circular which was passed by the shareholders at a general meeting on 23 February 2007. During May 2007 GFLMS exercised 1 375 584 of its exploration warrants for cash at the option price of R16.94 per share. In September 2007 GFLMS exercised 380 102 of its exploration warrants for cash at the option price of R26.31 per share. 6. During March 2008 GFLMS exercised 2 292 172 of its exploration warrants for cash (373 435 ordinary shares at the option price of R19.34, 521 812 ordinary shares at the option price of R25.03 and 1 396 925 ordinary shares at the option price of R39.19).

4.

5.

Unissued shares
The unissued ordinary shares are under the control of the directors until the forthcoming annual general meeting. 14.2 Major shareholders At the last practicable date, the following shareholders held more than 5% of Mvela Resources issued ordinary shares: For participation in distributions of capital and profit For voting participation Number of A ordinary and ordinary shares 75 000 000 47 421 736 18 494 931

Name Afripalm 1 Mvela Holdings Public Investment Corporation

Note:

Number of ordinary shares 40 000 000 47 421 736 18 494 931

Percentage 18.9 22.4 8.7

Percentage 30.4 19.2 7.5

In April and May 2007, Afripalm 1 subscribed for 40 000 000 ordinary shares representing 19.3% of the entire issued share capital of Mvela Resources at that stage. Together with 35 000 000 A ordinary shares, Afripalm 1 then had a voting participation equivalent to 75 000 000 ordinary shares, or 30.4%.

Following the Transaction and Afripalm Share Issue, the following shareholders will hold more than 5% of Mvela Resources issued ordinary shares: For participation in distributions of capital and profit For voting participation Number of A ordinary and ordinary shares 78 579 000 47 421 736 18 494 931

Name Afripalm 1 and Afripalm 3 Mvela Holdings Public Investment Corporation

Number of ordinary shares 43 579 000 47 421 736 18 494 931

Percentage 20.2 22.0 8.6

Percentage 31.4 18.9 7.4

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No single shareholder controls Mvela Resources and no single shareholder will gain a controlling interest in Mvela Resources as a result of the Transaction and the Afripalm Share Issue. There has not been any change in controlling shareholder or trading objects of Mvela Resources or its subsidiaries in the previous five years. 15. VENDOR Save as stated in this document, there have been no material assets purchased or acquired by Mvela Resources or by any of its subsidiaries during the three years preceding the publication of this document. 16. MATERIAL CONTRACTS 16.1 The Afripalm Agreements

16.1.1 Afripalm 1s shareholding in Mvela Resources

In terms of the Afripalm Agreements, Afripalm 1 subscribed for 40 000 000 ordinary shares and 35 000 000 A ordinary shares.

16.1.2 The undertaking by Afripalm Resources to refer mining opportunities to Mvela Resources
Mr Zim and Afripalm Resources, its subsidiaries and its shareholders (collectively, the Afripalm Group) have undertaken that any opportunity to participate in a mining investment which is offered to any member of the Afripalm Group, or of which any member of the Afripalm Group otherwise becomes aware up to 1 May 2014, will be offered to Mvela Resources to pursue and that, save as stated below, the Afripalm Group will not purchase or pursue such a mining investment opportunity. After referral of a mining investment opportunity by any member of the Afripalm Group, the board will meet to determine whether or not such opportunity should be investigated or pursued. Afripalm Resources representatives on the board will not be entitled to vote on any resolution relating to whether such an opportunity should be pursued or not. If the executive directors of Mvela Resources decide not to refer that opportunity to the board for consideration, if the board decides not to pursue such opportunity, or if the board fails to hold a meeting in respect of such opportunity within 180 days after the date on which such opportunity is referred to Mvela Resources, any member of the Afripalm Group will be entitled to purchase or participate in such a mining investment opportunity. Afripalm 1 has the right to subscribe for new ordinary shares if Mvela Resources acquires a mining investment opportunity referred to it by the Afripalm Group. The number of new ordinary shares which Afripalm 1 may subscribe for in this manner is limited to a maximum of 35 000 000. Simultaneously, Mvela Resources will have the right to repurchase from Afripalm 1 an equal number of A ordinary shares at their par values. The Afripalm Share Issue is not being effected in terms of the referral of mining opportunities provisions of the Afripalm Agreements.

16.1.3 Option granted to Afripalm 2 to subscribe for additional ordinary shares

In terms of an option agreement dated 19 January 2007, Mvela Resources has granted an option to Afripalm 2 to subscribe, in cash, for 10 000 000 new ordinary shares at a price per share of R34.35 escalated at the rate of 75% of ABSAs prime overdraft lending rate from 5 December 2006 until the date of exercise thereof. The option may be exercised between 1 May 2010 and 30 April 2014. Afripalm 2 paid an upfront fee of R10 000 000 to Mvela Resources in consideration for the grant of this option to it. The option shares will be predominantly used to further the participation of black women in Mvela Resources. Shares in the capital of Afripalm 2 will be allocated in due course to a black womens grouping. It is intended that these new shares will comprise 90% of the issued share capital of Afripalm 2 after their issue.

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16.2 Save for the transactions referred to in this document, neither Mvela Resources nor any of its subsidiaries has entered into any agreements within the previous two years which are or may be material, and which have been entered into other than in the ordinary course of business and which remain in force and unfulfilled. Further, Mvela Resources has not, at any time, entered into an agreement which contains an obligation or settlement that is material to it or any of its subsidiaries and which is still outstanding. 16.3 Other than as disclosed herein, neither Mvela Resources nor any of its subsidiaries is party to any material service, management or restraint of trade agreements or to any agreement in terms of which any royalty is payable or any agreement relating to payment of secretarial or technical fees and entered into during the two years preceding the date of issue of this document.

17. MATERIAL BORROWINGS Details of material loans outstanding for Mvela Resources as at 31 December 2007 are set out in Annexure 5 to this document. Save as disclosed in Annexure 5, there were no other material loans outstanding as at the last practicable date. 18. LITIGATION STATEMENT The directors of Mvela Resources are not aware of any legal or arbitration proceedings (including any such proceedings that are pending or threatened) which may have, or have during the 12 months preceding the date of this document had, a material effect on Micawbers financial position or Mvela Resources or any of its subsidiaries financial positions. 19. MATERIAL CHANGES The directors of Mvela Resources confirm that: there were no material changes in the financial or trading position of Mvela Resources or any of its subsidiaries during the period commencing on 31 December 2007 and ending on the last practicable date; and save for the acquisition of an interest in GFI-SA and shares in Khumama, as described in paragraph 11 above, there were no material changes in the nature of the Mvela Resources groups businesses during the five years preceding the last practicable date. 20. STATEMENT AS TO WORKING CAPITAL The directors of Mvela Resources, having considered the effect of the Transaction and the Afripalm Share Issue, in aggregate, and on an individual basis, are of opinion that: the Mvela Resources group will be able, in the ordinary course of business, to pay its debts for a period of 12 months following the date of issue of this document; the assets of the Mvela Resources group will exceed its liabilities for a period of 12 months following the date of issue of this document. For this purpose, such assets and liabilities have been recognised and measured in accordance with the accounting policies used in the Mvela Resources groups latest audited consolidated annual financial statements; the share capital and reserves of the Mvela Resources group will be adequate for ordinary business purposes for a period of 12 months following the date of issue of this document; and the working capital of the Mvela Resources group will be adequate for ordinary business purposes for a period of 12 months following the date of issue of this document. 21. HISTORICAL FINANCIAL INFORMATION The extracts of the historical financial information of Northam is set out in Annexure 6 and contains the audited income statement, balance sheet and cash flow statement for the years ended 30 June 2005, 30 June 2006, 30 June 2007 and reviewed interim results for the six months ended 31 December 2007, based on IFRS. The historical financial information of Micawber is set out in Annexure 7 and contains the audited income statement, balance sheet and cash flow statement for the years ended 31 December 2005, 31 December 2006 and 31 December 2007, based on IFRS.

34

The historical financial information of Khumama is set out in Annexure 9 and contains the audited balance sheet for the years ended 28 February 2005, 28 February 2006, 28 February 2007 and audited interim results for the ten months ended 31 December 2007, based on IFRS. 22. ESTIMATED COSTS The total estimated costs of implementing the Transaction and the Afripalm Share Issue are R74.1 million, inclusive of Value-Added Tax and include the following: Description of service Fund raising fee Financial advisory Debt scoping and fund raising Financial advisory Legal Advisor Guarantee fee Technical advisor CPR Expert opinions Tax advisor Announcements and presentations Reporting accountants to Mvela Resources Printing and distribution of circular Reporting accountants on Micawber Reporting accountants on Khumama JSE documentation, inspection and listing fees Contingencies Supplier of service Nedbank Capital JP Morgan Chase Bank Quandrum Nedbank Capital Bowman Gilfillan Inc. Nedbank Capital The Mineral Corporation Consultancy Ernest & Young Corporate Finance PricewaterhouseCoopers Various PricewaterhouseCoopers Various Deloitte & Touche PricewaterhouseCoopers JSE R000 25 15 11 9 3 2 1 1 000 960 400 120 420 337 754 254 855 741 1 094 570 86 43 65 472

74 171 Khumama will not incur any advisory fees related to the Transaction. There have been no preliminary expenses incurred by Khumama in relation to the Transaction in the preceding three years. To the best of the directors knowledge, Micawber has not incurred any advisory fees related to the Transaction. 23. EXPERTS CONSENTS The legal, financial and independent financial advisors, sponsor, transfer secretaries and reporting accountants have each consented to act in the capacity stated herein and to their names being stated in this document and have not withdrawn their consent prior to the publication of this document. The advisors are acting for Mvela Resources and no one else in connection with the Transaction and the Afripalm Share Issue and will not be responsible in relation to any other person for providing the protections afforded to their respective clients or for providing advice in relation to the Transaction and the Afripalm Share Issue. 24. DIRECTORS RESPONSIBILITY STATEMENT The directors of Mvela Resources, collectively and individually, accept full responsibility for the accuracy of the information given in this document insofar as it relates to the Mvela Resources group and certify that, to the best of their knowledge and belief, there are no other facts relating to the Mvela Resources group that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this document contains all information relating to the Mvela Resources group required by law and the Listings Requirements.

35

25. OPINIONS AND RECOMMENDATIONS 25.1 Independent experts opinion on the Afripalm Share Issue Ernst & Young Advisory Services Limited, in its capacity as independent expert, has considered the terms and conditions of the Afripalm Share Issue and is of the opinion that, at the date of issue of its opinion (which opinion has not been withdrawn at the date of this document), the Afripalm Share Issue is fair to Mvela Resources shareholders. A copy of the opinion is attached as Annexure 1. 25.2 Directors opinion and recommendations regarding the Transaction The board has considered the terms and conditions of the Afripalm Share Issue and, after taking into account the opinion of the independent expert, is of the opinion that the terms and conditions of the Afripalm Share Issue are fair to Mvela Resources shareholders. In addition, the board has considered the terms and conditions of the Transaction and is of opinion that the Transaction is value accretive to Mvela Resources shareholders. Accordingly, the board recommends that Mvela Resources shareholders vote in favour of all ordinary and special resolutions in connection with the Transaction and the Afripalm Share Issue to be considered at the general meeting to be held on Friday, 6 June 2008, the notice of which is attached to this document. Those directors of Mvela Resources, who own ordinary shares in their own right and are entitled to vote at the general meeting intend to vote in favour of all such resolutions at the general meeting. 25.3 Competent Persons Report

25.3.1 An executive summary of the Booysendal Competent Persons Report is attached as Annexure 11. 25.3.2 An executive summary of the Northam Competent Persons Report is attached as Annexure 12.
26. GENERAL MEETING A general meeting of Mvela Resources shareholders has been convened for the purposes of approving, inter alia, the Transaction and the Afripalm Share Issue. The general meeting will be held on Friday, 6 June 2008 at 11:00, South African time at Hackle Brooke, corner Jan Smuts Avenue and Conrad Drive, Craighall, Randburg. The requisite notice of general meeting and form of proxy (blue) is attached to and forms an integral part of this document. 27. DOCUMENTS AVAILABLE FOR INSPECTION The following documents will be available for inspection during normal business hours on business days at the registered office of Mvela Resources, Ground Floor, 1A Albury Park, Magalieszicht Avenue, Dunkeld West, 2196, up to and including the date of the general meeting: 27.1 27.2 27.3 27.4 27.5 27.6 27.7 a signed copy of this document; the memorandum and articles of association of Mvela Resources; all material contracts as set out in paragraph 16 above; detailed Competent Persons Report on Booysendal and Northam; service agreements with directors of Mvela Resources entered into over the last three years; the report of PricewaterhouseCoopers Inc on the pro forma financial effects of Mvela Resources; historical financial information of Northam, Micawber and Khumama referred to in paragraph 21 above, including their respective reporting accountants reports;

36

27.8 27.9 27.10 27.11 27.12

the Afripalm Circular; the Nedbank Capital funding agreements; the consent letters referred to in paragraph 23 above; the fairness opinion referred to in paragraph 25 above; and the Transaction Agreements.

By order of the board MVELAPHANDA RESOURCES LIMITED B R van Rooyen Deputy Chairman and Company Secretary 9 May 2008 Registered office Ground Floor 1A Albury Park Magalieszicht Avenue (PO Box 413420, Craighall, 2024, South Africa)

37

Annexure 1

INDEPENDENT OPINION ON THE AFRIPALM SHARE ISSUE

The Directors Mvelaphanda Resources Limited Ground Floor 1A Albury Park Magalieszicht Avenue Dunkeld West 2196 25 April 2008 Dear Sirs/Madams INDEPENDENT PROFESSIONAL EXPERT ADVICE IN RESPECT OF THE AFRIPALM SHARE ISSUE 1. INTRODUCTION The definitions outlined in the Definitions and interpretations section of the circular of which this letter forms a part, have been used throughout this letter. In a detailed announcement, dated 4 September 2007, and a subsequent announcement dated 31 January, 2008, Mvela Resources shareholders were advised, inter alia, that Mvela Resources, Northam and Anglo Platinum had agreed a transaction framework which, if converted into formal agreements and implemented, would result in Mvela Resources: acquiring Anglo Platinums interest in the Booysendal Farm portion of the Booysendal Platinum Project as well as the new order mining right over the Booysendal Extension Farms and Anglo Platinums 22.2% interest in Northam for a total cash consideration of R4 billion; subsequently selling 100% of the Booysendal Platinum Project to Northam in consideration for which Northam would issue 121 000 000 new Northam Shares to Mvela Resources. On implementation of the Transaction, Mvela Resources will increase its shareholding in Northam from 21.6% to 62.8% and Northam will, in turn, own 100% of the Booysendal Platinum Project. Mvela Resources will fund the R4 billion cash purchase consideration from internal cash resources of R1.5 billion and preference share funding of R2.5 billion. Following from his involvement with the empowerment initiatives of the Anglo American plc and its group companies, and by virtue of his status, reputation and ability to form and arrange a broad based BEE group to provide the required BEE credentials, Mr Lazarus Zim, or his nominee, was identified and endowed by Anglo American plc with the placement of Anglo Platinums interest in the Booysendal Farms portion of the Booysendal Platinum Project. Subject to certain suspensive conditions, Mr Zim has disposed of this endowment to Afripalm 3. Afripalm 3 will now dispose of this endowment to Mvela Resources in consideration for 3 579 000 ordinary shares, which will rank pari passu with Mvela Resources ordinary shares in issue. We understand that an independent fairness opinion is required with regard to the terms and conditions of the Afripalm Share Issue in terms of Section 10.7 of the Listings Requirements as Afripalm 3 is an associate of Afripalm 1 and is therefore a related party, as defined in the Listings Requirements. 2. DEFINITION OF FAIRNESS Fairness is primarily based on quantitative issues. The Afripalm Share Issue will be considered fair if the value received by Mvela Resources (Anglo Platinums interest in the Booysendal Farms portion of the Booysendal Platinum Project less the cash payment made by Mvela Resources for it) is considered to be equal to or greater than the value surrendered by Mvela Resources (the value of the Mvela Resources ordinary shares to be issued to Afripalm 3).

38

3. PROCEDURES PERFORMED (INCLUDING SOURCES OF INFORMATION) We have performed, amongst others, the following procedures: updated our knowledge and understanding of the underlying investments within Mvela Resources (including the Booysendal Farms portion of the Booysendal Platinum Project) as well as the mining industry in which they operate through, inter alia; holding discussions with management of Mvela Resources on the prospects of the underlying assets/investments within Mvela Resources; considering relevant recent independent analyst reports, brokers comments and other publicly available documents; and reviewing the Competent Persons Report on the Booysendal Platinum Project as prepared by The Mineral Corporation Consultancy; reviewed the Transaction Agreements and the Afripalm Agreements; reviewed Mvela Resources historic share prices, trading volumes and volatility; performed an independent valuation of Mvela Resources using the net asset value method (which we considered to be the most appropriate method as Mvela Resources is an investment holding company) and taking into account appropriate discounts for the investment company nature of Mvela Resources and the restrictions placed on certain of the investments held by it; performed an independent indicative valuation of the Booysendal Farms portion of the Booysendal Platinum Project using the comparable transaction methodology on a per weighted platinum group metal ounce basis with the assistance of and comparable transaction databases developed by Venmyn Rand (Pty) Limited, a mining consultancy firm; and determined the fairness of the Afripalm Share Issue to Mvela Resources shareholders. 4. LIMITING CONDITIONS We have relied upon the accuracy of the information used by us in deriving our opinion, albeit that where practicable, we have corroborated the reasonableness of such information through, amongst other things, reference to independent third party/ies, historic precedent or our own knowledge and understanding. While our work has involved an analysis of the annual financial statements and/or other information provided to us, our engagement does not constitute, nor does it include, an audit conducted in accordance with generally accepted auditing standards. Accordingly, we assume no responsibility and make no representations with respect to the accuracy of any information provided to us in respect of the Booysendal Farms portion of the Booysendal Platinum Project. The opinion expressed below is necessarily based upon the information available to us, the financial, regulatory, securities market and other conditions and circumstances existing and disclosed to us at the date hereof. We have assumed that all conditions precedent, including any material regulatory and other approvals required in connection with the Afripalm Share Issue have been or will be properly fulfilled/obtained. Subsequent developments may affect the opinion expressed below, however, we are under no obligation to update, revise or re-affirm such. 5. OPINION We have considered the terms and conditions of the Afripalm Share Issue and, based upon and subject to the conditions set out below, are of the opinion that such are fair to Mvela Resources shareholders. This opinion does not purport to cater for each shareholders circumstances but rather those of the general body of Mvela Resources shareholders taken as a whole. Each shareholders decision will be influenced by such shareholders particular circumstances and, accordingly, a shareholder should consult with an independent advisor if the shareholder is in any doubt as to the merits or otherwise of the Afripalm Share Issue. 6. USE OF THIS OPINION This opinion is provided solely for the use of the board in connection with and for its purpose of their consideration of the Afripalm Share Issue. This opinion shall not, in whole or in part, be disclosed, reproduced, disseminated, quoted, summarised or referred to at any time nor shall any public references to Ernst & Young or Ernst & Young Advisory Services Limited be made by Mvela Resources or any of its affiliates, without our prior written consent.

39

7. INDEPENDENCE AND CONSENT TO PUBLICATION We have been retained by Mvela Resources as an independent professional expert to the board in connection with the Afripalm Share Issue and we will receive a fixed fee for the services provided in connection herewith, which fee is payable upon delivery of this opinion. We confirm that, other than the aforementioned, we have no interest, direct or indirect, beneficial or non-beneficial, in Mvela Resources or in the success or failure of the Afripalm Share Issue which forms the subject matter hereof. We hereby consent to the inclusion of this letter, and the references thereto, in the circular to be issued by Mvela Resources on or about 12 May 2008 in the form and context in which they appear therein. Furthermore, we confirm that we have not withdrawn our aforementioned consent prior to the posting of the said circular to Mvela Resources shareholders. Sincerely, A KHIMJEE Director Ernst & Young Advisory Services Limited Wanderers Office Park 52 Corlett Drive Illovo 2196

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Annexure 2

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF MVELA RESOURCES

The unaudited pro forma financial effects set out below are included for the purpose of illustrating the effect of the Afripalm Share Issue and the Transactions on Mvela Resources basic earnings, headline earnings, Net Asset Value (NAV) and tangible Net Asset Value per ordinary share. The Directors of Mvela Resources are responsible for the unaudited pro forma financial effects stated below. These are presented for illustrative purposes only and, because of their nature, may not give a fair reflection of Mvela Resources financial position and results of operations after implementation of the Afripalm Share Issue and the Transaction. The independent reporting accountants report relating to the pro forma financial effects of the Afripalm Share Issue and the Transaction is set out in Annexure 3 of this document.

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PRO FORMA CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2007

42 As reported Note 1 Adjustments Note 2 Adjustments Note 3 Adjustments Note 4 After the Afripalm Share Issue After the Afripalm Share Issue and the Transaction 792 381 19 911 13 350 792 381 (740 509) 51 872 4 846 151 8 75 39 10 154 103 36 903 10 224 267 000 390 903 869 109 577 5 914 229 4 846 151 8 75 39 000 390 903 869 109 577 597 357 11 048 154 10 905 002 19 13 4 846 151 8 673 39 21 202 36 911 350 000 390 903 226 109 834 903 27 043 498 5 914 229 44 330 1 708 949 1 753 279 315 892 7 983 400 232 814 232 814 44 330 1 708 949 1 753 279 548 706 6 8 216 214 11 544 846 8 819 172 457 486 181 892 681 195 1 320 573 (36 115) (1 501 009) (1 537 124) (548 706) 6 28 580 232 457 486 190 107 889 135 1 536 728

The pro forma balance sheet has been prepared on the assumption that the Afripalm Share Issue and the Transaction were implemented on 31 December 2007.

R000

ASSETS Non-current assets Investment in associate companies Investments held by Northam Platinum Restoration Trust Fund Environmental Guarantee Investment GFI-SA loan Trans Hex forward purchased shares Non-strategic listed investments Goodwill Deferred taxation Property plant and equipment Township development

Total non-current assets

Current assets Inventories Accounts receivable and prepayments Cash and cash equivalents

Total current assets

Non-current assets classified as held for sale Khumama Available for sale investment

TOTAL ASSETS

R000

As reported Note 1 Adjustments Note 2 Adjustments Note 3 Adjustments Note 4

After the Afripalm Share Issue

After the Afripalm Share Issue and the Transaction

EQUITY AND LIABILITIES Share capital and reserves Minority interest 5 586 721 5 586 721 232 814 5 819 535 10 798 494 2 171 077 232 814 5 819 535 10 798 494 (4 399 113) 6 570 190

12 218 916 6 570 190 18 789 106

Total equity

Non-current liabilities 700 1 797 054 19 254 102 515 1 919 523 1 919 523 102 515 23 574 385 091 408 665 1 797 054 19 254 4 180 095 6 430 095 700 2 250 000 700 2 250 000 1 797 054 19 254 23 574 4 667 701 8 758 283

A ordinary shares Preference shares Long-term loans Provision for employee long-term incentive costs Long-term provisions Deferred taxation

Total non-current liabilities

Current liabilities Accounts payable and accruals Provision for employee long-term incentive costs Short-term portion of long-term loans Taxation payable 42 998 119 209 314 949 477 156 7 983 400 232 814 42 998 119 209 314 949 477 156 8 216 214

223 436

(32 000) 250 000 114 251 337 687 11 544 846 218 000 8 819 172

234 119 564 114

434 209 949 251 1 032 843 28 580 232

Total current liabilities

TOTAL EQUITY AND LIABILITIES

Number of ordinary shares: Number of ordinary shares in issue 209 089 929 2 672 2 636

3 579 000

212 668 929 2 736 2 701

212 668 929 5 746 5 429

Value per ordinary share (cents per share): Net asset Net tangible asset

43

PRO FORMA CONSOLIDATED INCOME STATEMENT FOR THE SIX MONTHS ENDED 31 DECEMBER 2007

44 As reported Note 1 Adjustments Note 2 Adjustments Note 3 Adjustments Note 4 After the Afripalm Share Issue After the Afripalm Share Issue and the Transaction 1 497 084 92 636 218 703 81 318 201 392 858 392 858 1 537 766 81 318 201 40 682 92 636 218 703 (94 993) 1 497 084 (2 357) 218 703 (55 981) (150 974) 66 019 201 1 779 650 (708 090) (5 735) (23 286) (165 643) (5 735) (23 286) (165 643) (119 525) (450 441) (194 664) 198 194 (194 664) 198 194 (708 090) 829 676 (569 966) (720 940) (708 (5 (23 (165 (119 (450 090) 735) 286) 643) 525) 441) (1 472 720) 306 930

The pro forma income statement has been prepared on the assumption that the Afripalm Share Issue and the Transaction were implemented on 1 July 2007.

R000

INCOME Sales Earnings from associate companies Interest earned on GFI-SA loan Interest earned on cash cash equivalents and investments Other income

Total income

OPERATING EXPENSES Cost of sales Exploration and project development costs Corporate and share based incentive costs Finance costs Preference dividend Amortisation of fair value adjustment

Total operating expenses

(LOSS)/PROFIT BEFORE OTHER EXPENSES

R000

As reported Note 1 Adjustments Note 2 Adjustments Note 3

After the Afripalm Share Issue

After the Afripalm Share Adjustments Issue and the Note 4 Transaction Change Cents/share

(483 952) (2 835)

(483 952) (2 835)

(483 952) (2 835)

OTHER EXPENSES Loss on revaluation of financial instruments Impairment write-down Income/(expenses) related to Northam/Booysendal Transactions: Transaction discount Transaction costs Other expenses 4 441 513 (3 543) (6 839) (486 787) (288 593) 50 762 (237 831) (237 831) 468 916 (288 593) 50 762 819 294 (350 378) (486 787) (10 382) 4 441 513 3 720 573 135 010 3 855 583 4 441 513 (3 543) (6 839) 3 944 344 4 251 274 (164 606) 4 086 668

Total other expenses

(LOSS)/PROFIT BEFORE TAXATION Taxation

(LOSS)/PROFIT FOR THE PERIOD

(LOSS)/PROFIT FOR THE PERIOD ATTRIBUTABLE TO: Equity holders of the Company Minority interest (237 831) (237 831) (237 831) (237 831)

468 916 468 916

3 800 132 55 451 3 855 583

4 031 217 55 451 4 086 668

(LOSS)/PROFIT FOR THE PERIOD

Number of ordinary shares: Issued Weighted average Diluted weighted average 209 089 929 208 893 109 210 783 118 (114) (112) (114) (112)

3 579 000 212 668 929 3 579 000 212 472 109 3 579 000 214 362 118 (112) (111) (112) (111)

212 668 929 212 472 109 214 362 118 1 1 1 1 897 898 881 882 2 2 1 1 011 010 995 994

Earnings per ordinary share (cents per share): Basic Headline Diluted basic Diluted headline

The financial effects have been determined based on the assumption that the Transaction and the Afripalm Share Issue were effective from 1 July 2007 for purposes of calculating earnings and headline earnings per ordinary share. Net asset share value and tangible net asset share value per ordinary share have been calculated as if the Transaction and the Afripalm Share Issue were effective as at 31 December 2007 .

45

NOTES:

46

1. Extracted from the published reviewed interim consolidated financial statements of Mvela Resources for the half-year ended 31 December 2007. 2. Includes the following adjustments:

Balance sheet: Account for the consideration payable to Afripalm 3 through the issue of 3.579 million ordinary shares. The assumed value of the consideration amounts to R233 million (based on the closing share price on the last practicable date of R65.05 per Mvela Resources share),which has been capitalised against the Booysendal Platinum project, with an increase in share capital and share premium amounting to R233 million.

Income statement: The issue of the 3.579 million ordinary shares has no impact on the income statement as the value of the shares issued is capitalised against the Booysendal Platinum Project. 3. Includes the Northam balance sheet and income statement as follows: (a) extracted the Northam balance sheet and income statement from the reviewed Northam financial statements for the six months ended 31 December 2007; and (b) adjusted the Northam balance sheet and income statement obtained in 3(a) above, as follows: included the acquisition of Booysendal at R8.591 billion (based on the closing share price of R71.00 per Northam share on the last practicable date) with an equivalent increase in share capital and share premium; and included estimated further transaction costs of R3.5 million. 4. Includes the following adjustments:

Balance sheet: (a) Removal of the equity accounted investment in Northam as included in investments in associates on Mvela Resources balance sheet.

(b)

Accounting for goodwill of R597 million,computed on the difference between the market value of the assets acquired (based on the closing share price of R71.00 per Northam share on the last practicable date) and the fair value of assets acquired (based on the discounted cash flow values for Northam and Booysendal based on the assumed commodity prices, rates of exchange and production profiles available on such date and net of deferred tax raised on the fair value adjustment);

(c)

Accounting for the fair value adjustment of the Northam property plant and equipment being the difference between the carrying values of property, plant and equipment in the financial statements of Northam and the fair value of the Northam property, plant and equipment (based on discounted cash flow forecasts), net of elimination of the inter-group profit on the sale of Booysendal and deferred taxation on the fair value adjustment (computed at 29%);

(d)

Reduction in cash and cash equivalents as follows:

(e)

R1.431 billion utilised towards funding of the Transaction; and R70.0 million of assumed additional transaction costs to be paid which includes a 1% fund raising fee. The total transaction costs of R74.1 million (VAT included) were capitalised against the acquisition cost of the Northam shares acquired from Anglo Platinum and against the acquisition of the Booysendal assets acquired from Anglo Platinum and Afripalm 3; Removal of the Booysendal Platinum project from Mvela Resources balance sheet;

(f)

Accounting for minority interest on the fair value of Northams net assets as included in the consolidated Mvela Resources balance sheet; and

(g)

Accounting for R2.5 billion of funding for the Transaction, in the form of preference shares, split between long-term and short-term portions.

Income statement: (a) Removal of the equity accounted earnings of Northam;

(b)

Reduce interest earned at an estimated rate of 10.5% p.a. due to a net reduction in cash and cash equivalents and a computed effect on the taxation charge for the six months at a rate of 29%;

(c)

Account for finance costs on the long-term financing raised to fund the Transaction (at an interest rate equal to 70% of the prime overdraft lending rate in South Africa);

(d)

Accounting for amortisation of the fair value adjustment on the property, plant and equipment of Northam over the life of the mine (16 years) and a related deferred tax credit computed at 29%;

(e)

Accounting for a transaction discount of R4.4 billion. This transaction discount reflects the difference between the purchase price of R4.0 billion and the market values of the Northam and the Booysendal interest purchased from Anglo Platinum (which was based on the closing share price of R71.00 per Northam share on the last practicable date); and

(f) Account for minority interest on the net profit of Northam. 5. It is expected that the Transaction will not result in any additional taxation being payable by Mvela Resources.

Annexure 3

INDEPENDENT REPORTING ACCOUNTANTS REPORT ON THE PRO FORMA FINANCIAL INFORMATION OF MVELA RESOURCES

The Directors Mvelaphanda Resources Limited 1A Albury Park Magalieszicht Avenue Dunkeld West 2196 25 April 2008 Dear Sirs/Madams IINDEPENDENT REPORTING ACCOUNTANTS ASSURANCE REPORT ON THE PRO FORMA FINANCIAL INFORMATION OF MVELAPHANDA RESOURCES LIMITED (MVELA RESOURCES) We have performed our limited assurance engagement in respect of the pro forma financial information set out in paragraph 12 and Annexure 2 to the circular to Mvela Resources shareholders, to be dated on or about 9 May 2008 (the circular) to be issued in connection with the proposed acquisition by Mvela Resources of Anglo Platinums interest in the Booysendal Platinum Project and Anglo Platinums 22.2% interest in Northam for a cash consideration of R4 billion, the proposed sale by Mvela Resources of the whole of the Booysendal Platinum Project to Northam in exchange for the issue of 121 million new shares in Northam and the proposed issue by Mvela Resources of 3.579 million new ordinary shares to Afripalm Resources (the Afripalm Share Issue and the Transaction). The pro forma financial information has been prepared in accordance with the requirements of the JSE Limited (JSE) Listings Requirements, for illustrative purposes only, to provide information about how the Transaction and Afripalm Share Issue might have affected the reported historical financial information presented, had the corporate action been undertaken at the commencement of the period or at the date of the pro forma balance sheet being reported on. DIRECTORS RESPONSIBILITY The directors are responsible for the compilation, contents and presentation of the pro forma financial information contained in the circular and for the financial information from which it has been prepared. Their responsibility includes determining that: the pro forma financial information has been properly compiled on the basis stated; the basis is consistent with the accounting policies of Mvela Resources; and the pro forma adjustments are appropriate for the purposes of the pro forma financial information disclosed in terms of the JSE Listings Requirements. REPORTING ACCOUNTANTS RESPONSIBILITY Our responsibility is to express our limited assurance conclusion on the pro forma financial information included in the circular to Mvela Resources shareholders. We conducted our assurance engagement in accordance with the International Standard on Assurance Engagements applicable to Assurance Engagements Other Than Audits or Reviews of Historical Financial Information and the Guide on Pro Forma Financial Information issued by SAICA. This standard requires us to obtain sufficient appropriate evidence on which to base our conclusion. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the pro forma financial information, beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

47

SOURCES OF INFORMATION AND WORK PERFORMED Our procedures consisted primarily of comparing the unadjusted financial information with the source documents, considering the pro forma adjustments in light of the accounting policies of Mvela Resources, considering the evidence supporting the pro forma adjustments and discussing the adjusted pro forma financial information with the directors and management of the company in respect of the corporate action that is the subject of this circular. In arriving at our conclusion, we have relied upon financial information prepared by the directors and management of Mvela Resources and other information from various public, financial and industry sources. While our work performed has involved an analysis of the historical published audited financial information and other information provided to us, our assurance engagement does not constitute an audit or review of any of the underlying financial information conducted in accordance with International Standards on Auditing or International Standards on Review Engagements and, accordingly, we do not express an audit or review opinion. In a limited assurance engagement, the evidence-gathering procedures are more limited than for a reasonable assurance engagement and therefore less assurance is obtained than in a reasonable assurance engagement. We believe our evidence obtained is sufficient and appropriate to provide a basis for our conclusion. CONCLUSION Based on our examination of the evidence obtained, nothing has come to our attention, which causes us to believe that: the pro forma financial information has not been properly compiled on the basis stated; such basis is inconsistent with the accounting policies of Mvela Resources; and the adjustments are not appropriate for the purposes of the pro forma financial information as disclosed in terms of the Sections 8.17 and 8.30 of the JSE Listings Requirements. Yours sincerely PRICEWATERHOUSECOOPERS INC DIRECTOR: J-P VAN STADEN REGISTERED AUDITOR 2 Eglin Road Sunninghill, 2157 South Africa

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Annexure 4

OTHER DIRECTORSHIPS HELD BY THE DIRECTORS

The definitions and interpretations commencing on page 5 of this document will not apply to this annexure. The names of all companies and partnerships of which the directors of Mvelaphanda Resources Limited have been a director or partner at any time in the last five years are listed below: Current directorships P L Zim Afripalm Capital (Pty) Ltd Afripalm Holdings (Pty) Ltd Afripalm International (Pty) Ltd Afripalm Resources (Pty) Ltd Afripalm Technology (Pty) Ltd Carol Thomas (Pty) Ltd Chamber of Mines of South Africa Kumba Iron Ore Ltd Micawber 469 (Pty) Ltd Mvelaphanda Resources Ltd Newshelf 848 (Pty) Ltd Newshelf 849 (Pty) Ltd Northam Platinum Ltd Pinnacle Point (Pty) Ltd Unipalm Investment Holdings Ltd Sahara Computers (Pty) Ltd Sanlam Ltd Sanlam Life Insurance Ltd Trans Hex Group Ltd Zim Holdings (Pty) Ltd 2010 FIFA World Cup Organising Committee South Africa A1 Grand Prix (South Africa) Batho Bonke Capital (Pty) Ltd Big Five Duty Free (Pty) Ltd Big Five Duty Free Lanseria Airport (Pty) Ltd Business Venture Investments No 838 (Pty) Ltd Cool Ideas 267 (Pty) Ltd Dunrose Investments 153 (Pty) Ltd Dunrose Investments 177 (Pty) Ltd Dunrose Investments 178 (Pty) Ltd Dunrose Investments 179 (Pty) Ltd Dunrose Investments 181 (Pty) Ltd Dunrose Investments 29 (Pty) Ltd Dunrose Investments 30 (Pty) Ltd Fernwood Developments (Pty) Ltd Harmonieux Investment and Holdings (Pty) Ltd Lazy River Holdings (Pty) Ltd Lazy River Ranch (Pty) Ltd Magnifique Investment and Holdings (Pty) Ltd Mantuba Aviation (Pty) Ltd Marble Gold 86 (Pty) Ltd Midnight Storm Investments 251 (Pty) Ltd Midnight Storm Investments 264 (Pty) Ltd Midnight Storm Investments 271 (Pty) Ltd Past directorships Anglo American SA Ltd Anglo Operations Ltd Telkom SA Ltd

T M G Sexwale

Absa Bank Ltd Absa Group Ltd Absa Asset Management African Maritime Logistics (Pty) Ltd Allied Electronics Corporation Limited Arcus Gibb (Pty) Ltd Broll Property Group (Pty) Ltd De Montfort University Dunrose Investments 152 (Pty) Ltd Gem Diamond Mining Corporation (Pty) Ltd Gibb Africa Global Village Network Technology Gold Fields Ltd Guildhall No. 22 Investment Holding Company (Pty) Ltd Jobco (Association Incorporated Under Section 21) Kas Maine Mining (Pty) Ltd Mocoh Services South Africa (Pty) Ltd Mvelaphanda Administration Services (Pty) Ltd Mvelaphanda Energy (Pty) Ltd Mvelaphanda Exploration (Pty) Ltd Mvelaphanda Financial Services (Pty) Ltd

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Current directorships T M G Sexwale (cont) Mvelaphanda Diamonds (Pty) Ltd Mvelaphanda Financial Asset 01 (Pty) Ltd Mvelaphanda Gold (Pty) Ltd Mvelaphanda Group Ltd Mvelaphanda Holdings (Pty) Ltd Mvelaphanda Property (Pty) Ltd Development Holding Company (Pty) Ltd Mvelaphanda Property Development Management Company (Pty) Ltd Mvelaphanda Property Holdings (Pty) Ltd Mvelaphanda Resources Ltd Mvelatrade (Pty) Ltd NAMCO South Africa (Pty) Ltd Onshelf Trading Fifty Six (Pty) Ltd Sea Ray 390 (Pty) Ltd Siyandiza Aviation Awareness (Pty) Ltd Stonehurst Development (Pty) Ltd T J S Properties Thembalethu Investment Holdings Tyger Falls Developments Waterval 594 (Pty) Ltd

Past directorships Mvelaphanda Masefield (Pty) Ltd Mvelaphanda Capital (Pty) Ltd Mvelaphanda Debt SPV (Pty) Ltd Mvelaphanda Engineering (Pty) Ltd Mvelaphanda Equity SPV (Pty) Ltd Mvelaphanda Logistics (Pty) Ltd Mvelaphanda Mining Services (Pty) Ltd Mvelaphanda Hotels Africa (Pty) Ltd Mvelaphanda Platinum (Pty) Ltd Mvelaphanda Private Equity (Pty) Ltd Mvelaphanda Property Investments (Pty) Ltd Mvelaphanda SADC Properties (Pty) Ltd Mvelaserve Mvelaphanda Strategic Investments (Pty) Ltd Mvelaphanda Timbers (Pty) Ltd Mvela Trade (Pty) Ltd Mvelaphanda Trade Solutions (Pty) Ltd Platinum Mile Resources (Pty) Ltd Power Matla (Pty) Ltd RMA LIFE Assurance Company Ltd Sedibeng Mining Tepco Petroleum The Rand Mutual Assurance Company Ltd Voltex Holdings Ltd Trans Hex Group Ltd Zonke Monitoring Systems (Pty) Ltd Ndowana Exploration (Pty) Ltd Ndowana Exploration Two (Pty) Ltd Northam Platinum Ltd RHW Joint Venture Southern Africa Harmony Gold Mining Company Ltd ERPM Limited AVMIN Limited Grootvlei Gold Mine Limited Gold Fields Limited Mercantile Lisbon Bank Holdings Ltd Mercantile Bank Ltd Rand Water The Cementation Company (Africa) Ltd DCD Dorbyl (Pty) Ltd Life Healthcare (Pty) Ltd MMH Holdings (Pty) Ltd Unitrans Ltd

P C Pienaar

GFL Mining South Africa (Pty) Ltd Northam Platinum Ltd Trans Hex Group Ltd Mvelaphanda Resources Ltd Banro Corporation Mvelaphanda Gold (Pty) Ltd Mvelaphanda Resources Ltd Ndowana Exploration (Pty) Ltd Northam Platinum Ltd Trans Hex Group Ltd Mvelaphanda Exploration (Pty) Ltd Bojanala Bus (Pty) Ltd CHC Helicopters South Africa (Pty) Ltd DAria Vineyards (Pty) Limited Fundiswa Investments (Pty) Ltd Mvela Capital (Pty) Ltd Mvelaphanda Debt (Pty) Ltd

B R van Rooyen

K B Mosehla

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T2CP06514 MVELAPHANDA Circular Page 51 Proof 32 Current directorships K B Mosehla (cont) Mvelaphanda Equity (Pty) Ltd Mvelaphanda Platinum (Pty) Ltd Ndowana Exploration (Pty) Ltd Mvelaphanda Resources Ltd SAMDA Smartnose Wine Swissport (Pty) Ltd Thenga Tengisa (Pty) Ltd Unitrans Express Deliveries (Pty) Ltd Unitrans Fuel and Chemical (Pty) Ltd Platinum Mile Basakha Investments cc Melanani Investments (Pty) Ltd Mvelaphanda Debt (Pty) Ltd Mvelaphanda Equity (Pty) Ltd Mvelaphanda Platinum (Pty) Ltd Mvelaphanda Resources Ltd Coalcorp Mining Inc Egypt Trust Ltd Endeavour Mining Capital Corp Energentia Resources Inc Medoro Resources Ltd Mvelaphanda Resources Ltd Northam Platinum Ltd Orica Ltd Thomas Cook Group plc Prilla 2000 (Pty) Ltd Past directorships

N S Ntsaluba

M E Beckett

Ashanti Goldfields Company Ltd BPB plc Consolidated Gold Fields (Australia) Clarkson plc Foreign and Colonial General Income Growth plc Greycoat plc Monarch Resources plc North Ltd Oxus Mining plc Queens Moat Houses plc Renison Gold Fields (Australia) Gold Fields of South Africa Limited Gold Fields Mining Corporations (NSW) Goldsworthy Iron Ore Associates Iron Ore Company of Canada London Clubs International plc Watts Blake Bearne & Co PLC MyTravel Group plc Northern Orion Zinkgruvan Mining AB (Sweden) Consolidated Goldfields plc Absa Asset Management African Maritime Logistics African Trade Corporation Broll Property Group Desta Power Matla Desta Power Matla Holdings Gem Diamond Mining Corporation Guildhall No. 22 Investment Holding Company (Pty) Ltd Imex Meat Syndicate Mvelaphanda Debt (Pty) Ltd Mvelaphanda Equity (Pty) Ltd Mvelaphanda Financial Services Mvelaphanda Platinum (Pty) Ltd

M J Willcox

Abvest Associates Arawen Properties Bamboo Rock 18 Broll Property Group Cameo Investments 1 Circin Dynamic Clidet No. 428 (Pty) Ltd Cream Magenta 23 (Pty) Ltd Dunrose Investments 152 (Pty) Ltd Dunrose Investments 257 (Pty) Ltd Dunrose Investments 29 (Pty) Ltd Dunrose Investments 30 (Pty) Ltd Dunrose Trading 108 (Pty) Ltd Emerald Sky Trading 339 (Pty) Ltd

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Current directorships M J Willcox (cont) Fernwood Developments Full Sail 24 (Pty) Ltd Global Village Network Technology Indima Farming Marble Gold 86 (Pty) Ltd Martan Property & Finance (Pty) Ltd Matimba Aviation Holdings (Pty) Ltd Matimba Holdings (Pty) Ltd Mbewu Resources Midnight Storm Investments 189 (Pty) Ltd Midnight Storm Investments 257 (Pty) Ltd Midnight Storm Investments 295 (Pty) Ltd Midnight Storm Investments 298 (Pty) Ltd Mocoh Services South Africa Murray Road Property (Pty) Ltd Mvelaphanda Administration Services (Pty) Ltd Mvelaphanda Capital (Pty) Ltd Mvelaphanda Diamonds (Pty) Ltd Mvelaphanda Energy (Pty) Ltd Mvelaphanda Engineering (Pty) Ltd Mvelaphanda Exploration (Pty) Ltd Mvelaphanda Financial Asset 01 (Pty) Ltd Mvelaphanda Gold (Pty) Ltd Mvelaphanda Group Ltd Mvelaphanda Holdings (Pty) Ltd Mvelaphanda Hotels Africa (Pty) Ltd Mvelaphanda Industrial Projects (Pty) Ltd Mvelaphanda Logistics (Pty) Ltd Mvelaphanda Mining Services (Pty) Ltd Mvelaphanda Property Development Holding Company (Pty) Ltd Mvelaphanda Property Development (Pty) Ltd Management Company (Pty) Ltd Mvelaphanda Property Holdings (Pty) Ltd Mvelaphanda Property Investments (Pty) Ltd Mvelaphanda Resources Ltd Mvela Trade (Pty) Ltd Mvelaserve (Pty) Ltd On Shelf Trading 56 (Pty) Ltd Platinum Mile Resources Precious Prospect Trading 189 (Pty) Ltd Precious Prospect Trading 213 (Pty) Ltd Quickvest 63 (Pty) Ltd RHW Joint Venture Southern Africa Rio Ridge 18 (Pty) Ltd Sage Wise 122 (Pty) Ltd Signet Finance Stonehurst Development Stylestar Properties 108 (Pty) Ltd Telegames (Pty) Ltd Teleworld Cape Tyger Falls Developments (Pty) Ltd Zonke Monitoring Systems (Pty) Ltd

Past directorships Mvelaphanda Private Equity (Pty) Ltd Mvelaphanda SADC Properties (Pty) Ltd Mvelaphanda Strategic Investments (Pty) Ltd Mvelaphanda Trade Solutions (Pty) Ltd One Shelf Investments (Pty) Ltd On Shelf Investments One Hundred and One (Pty) Ltd Power Matla Tecor Group Tynemouth Property Northam Platinum Ltd Ndowana Exploration (Pty) Ltd Ndowana Exploration Two (Pty) Ltd

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Current directorships M S M M Xayiya Dikela Investment Holdings (Pty) Ltd Dunrose Investments 30 (Pty) Ltd Emerald Sky Trading 339 (Pty) Ltd Etis Mvelaphanda Engineering (Pty) Ltd Global Village Network Technology Life Healthcare Group Ltd Life Healthcare Group Holdings Ltd Life Impilo Main Street 207 (Pty) Ltd Main Street 208 (Pty) Ltd Marble Gold 86 (Pty) Ltd Mvelaphanda Administration Services (Pty) Ltd Mvelaphanda Financial Asset 01 (Pty) Ltd Mvelaphanda Financial Services (Pty) Ltd Mvelaphanda Group Ltd Mvelaphanda Management Service (Pty) Ltd Mvelaphanda Resources Ltd Mvelaphanda Strategic Investment (Pty) Ltd Mvelaserve (Pty) Ltd Mvelaphanda Holdings (Pty) Ltd Mvelaphanda Treasury and Financial Services (Pty) Ltd Platinum Mile Resources (Pty) Ltd Acinad Productions (Pty) Ltd

Past directorships Absa Asset Management African Life Assurance Company Afrilex Freight Services Bhambatha Management Solutions DCD Dorbyl (Pty) Ltd Desta Power Matla Desta Power Matla Holdings Gem Diamond Mining Corporation Guildhall No 22 Investment Holding Company (Pty) Ltd Karan Beef KHB Consolidated Services Mageba Developments Maslex Mawethu Holdings Mawenzi Asset Managers Mvelamasefield (Pty) Ltd Limited Mvelaphanda Capital (Pty) Ltd Mvelaphanda Private Equity (Pty) Ltd Mvelaphanda Property Investments (Pty) Ltd Mvelaphanda SADC Properties (Pty) Ltd Otterbea International (Pty) Ltd Pan African Airline Investments (Pty) Ltd Pan African Airways (Pty) Ltd Umholi Investments (Pty) Ltd Zarara Energy (Pty) Ltd

P M Buthelezi

The National Empowerment Fund Trust Afripalm Resources (Pty) Ltd Brait South Africa Ltd Mevana (10 beneficiary family trust) Mvelaphanda Resources Ltd Group 5 Limited Mvelaphanda Resources Ltd GFI Mining South Africa (Pty) Ltd Mvelaphanda Exploration (Pty) Ltd Mvelaphanda Resources Ltd Ndowana Exploration (Pty) Ltd Ndowana Exploration Two (Pty) Ltd Western Areas Ltd Afripalm Investment Holdings (Pty) Ltd Afripalm Resources (Pty) Ltd Afripalm Capital (Pty) Ltd Afripalm International (Pty) Ltd Aquarella Investments 109 (Pty) Ltd AMU Trust Bestquip Manufacturing Ltd Bourasque Advertising Cape Business Automation (Pty) Ltd De Beers Prospecting Botswana (Pty) Ltd

C K Chabedi S W Mofokeng

R Moonsamy

Beyond Outsourcing Sanico Kascara Financial Services

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Current directorships R Moonsamy (cont) CA Company Dream World Investments 506 (Pty) Ltd FCB SA (Pty) Ltd Growthpoint Limited Gemini Moon Trading 254 (Pty) Ltd Mvelaphanda Resources Ltd Managing Risk Business (Pty) Ltd Newshelf 848 (Pty) Ltd Newshelf 849 (Pty) Ltd Newshelf 909 (Pty) Ltd Orbit Capital Investments Ltd Pinnacle Point Holdings Planet Waves 430 Limited Quickleap Investments 429 (Pty) Ltd Sahara Computers (Pty) Ltd Spotter Investments (Pty) Ltd Unipalm Investment Holdings Ltd Wild Break 233 T/A Logic Tools Atreb Facilities Management (Pty) Ltd Atreb Consulting Services (Pty) Ltd Clidet No 556 (Pty) Ltd King Pie Holdings (Pty) Ltd Mvelaserve Ltd Protea Coin Group (Assets in Transit and Armed Reaction) (Pty) Ltd Rebserve Facilities Management (Pty) Ltd Rebhold Freight Services (2000) (Pty) Ltd Rebserve IT Procurement (Pty) Ltd Royal Sechaba Holdings (Pty) Ltd Majweng Resources Royal Sechaba Food Services (Pty) Ltd TFMC Holdings (Pty) Ltd Total Facilities Management Company (Pty) Ltd Trollope Mining Services (2000) (Pty) Ltd Zonke Monitoring Systems (Pty) Ltd

Past directorships

Z Mtshotshisa

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Annexure 5

MATERIAL BORROWINGS, LOANS RECEIVABLE AND CONTINGENT LIABILITIES

The definitions and interpretations commencing on page 5 of this document apply to this annexure. 1. Loans to and by Mvela Resources and its subsidiaries Loans made to Mvela Resources at 31 December 2007 are as follows: Lender iNdwa Investments and Barclays Bank plc Micawber 325 Nature of finance Senior Loan 384 895 Mezzanine finance 1 727 108 10.19% Variable Secured Secured March 2009 March 2009 1 2 Amount R000 Interest rate per annum Security Repayment terms Notes

1. iNdwa Investments and Barclays Bank plc advanced a loan of R1 363 million to Mvela Gold in terms of the GFI-SA transaction that was concluded in March 2004 (the senior bank loan). Capital and interest are paid semi-annually until March 2009. The loan accrues interest at 95bps over the five-year amortising swap curve with capital and interest serviced semi-annually in arrears. 2. The Mezzanine finance, amounting to R1 086 million, was advanced to Mvela Gold in terms of the GFI-SA transaction, by a special purpose vehicle, Micawber 325 (Pty) Limited (Micawber), on a back-to-back arrangement (the same arrangements which are applicable to Micawber are applicable to Mvela Gold). Micawbers costs are collectively treated as finance costs for the mezzanine finance.

Loans made by Mvela Resources at 31 December 2007 are as follows: Lender Mvela Gold Nature of finance Loan Amount R000 4 139 000 Interest rate per annum 10.57% nacs Security secured Repayment terms Note March 2009 3

3. Interest on the GFI-SA loan is paid semi-annually to Mvela Gold until March 2009. The capital is repayable in March 2009.

No other loans were made by Mvela Resources at the date of the last published results for the six months ended 31 December 2007, except for changes to the inter-company loans as defined below resulting from day-to-day activities. No loans were made to or security furnished by Mvela Resources or any of its subsidiaries to a director or manager of Mvela Resources or any of its subsidiaries or an associate of such director or manager. 2. Information relating to Khumama There are no material loans in Khumama at the last practicable date. 3. Information relating to Micawber To the knowledge of Mvela Resources, the only loans in Micawber are loans from its shareholder, RPML for an amount of R39 848 867 and R1 169 489 respectively. The former loan accrues interest monthly in arrears at the publicly-quoted prime overdraft rate, nominal, compounded monthly, and is repayable, together with the interest thereon, on demand by the lender. This loan will be repaid as part of the Transaction. There is also another loan from RPML for an amount of R1 169 489 which is non-interest bearing, unsecured and has no fixed terms of repayment. The loan increased by R771 105 between 31 December 2007 and the last practicable date to R1 940 594 in respect of further prospecting costs incurred.

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4. Inter-company loans The table below indicates the material loans among Mvela Resources and its subsidiaries at 31 December 2007: R000 Loans receivable Mvela Debt Mvela Equity Mvela Gold Mvela Platinum Mvela Exploration* Total intra-group loans receivable Loan payable Mvela Resources Share Incentive Scheme Net intra-group loans 129 10 87 1 8 256 069 146 533 480

236 484 1 000 235 484

*The total balance due by Mvela Exploration at 31 December 2007 amounted to R12.0 million (30 June 2007: R32.5 million).

These loans are unsecured and bear interest at a rate determined between the companies from time to time and have no fixed terms of repayment. No interest was charged during the six months ended 31 December 2007. No interest was levied between 31 December 2007 and the last practicable date. 5. Anglo Platinum and Khumama entered into an understanding in June 2003 to negotiate the formation of a 50:50 joint venture to exploit the Booysendal Rights. The entire issued share capital of Khumama was then acquired by Mvela Resources in February 2004. Mvela Resources undertook to the sellers of Khumama shares that a bankable feasibility study of the joint venture will be produced on the technical and economic parameters set out in the Khumama Share Sale Agreement. If 50% of the net cash flow, discounted at 12.5%, exceeds R600 million, divided by two, Mvela Resources will be obliged to issue to the Khumama sellers that number of new shares in Mvela Resources derived from the division of one half of the excess by 90% of the VWAP of ordinary shares preceding the adoption of the valuation.

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Annexure 6

EXTRACTS OF THE HISTORICAL FINANCIAL INFORMATION OF NORTHAM IN RESPECT OF THE YEARS ENDED 30 JUNE 2007, 2006, 2005 AND THE SIX MONTHS ENDED 31 DECEMBER 2007

ACCOUNTING POLICIES 1. BASIS OF PREPARATION The financial statements have been prepared on the historical cost basis, except for financial instruments that are fairly valued, in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board and the South African Companies Act. The financial statements incorporate the following accounting policies which have been applied on a basis consistent with the year ended 30 June 2004, with the exception of the policies adopted during the years ended 30 June 2005, 2006 and 2007 and the six months ended 31 December 2007. The preparation of financial statements in conformity with IFRS requires that management and the board exercise their judgement in the process of applying the companys accounting policies. It also requires the use of certain critical economic and other estimates. 2. CONSOLIDATION The consolidated financial statements include the results, financial position and cash flows of Northam Platinum Limited and its subsidiary. A subsidiary is an entity that is controlled due to the company having the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The results of any subsidiary acquired or disposed of during the year are included from the date control was obtained and up to the date control ceased to exist. Where an acquisition of a subsidiary is made during the financial year, any excess or deficit of the purchase price compared to the fair value of the attributable net identifiable assets is recognised respectively as goodwill or in the income statement and accounted for as described in the goodwill accounting policy Note 3. The subsidiary adopts the same accounting policies and year end as those used by Northam Platinum Limited, and all intra-group transactions and balances are eliminated on consolidation. Investments in subsidiaries in the accounts of the company are recognised at cost, less accumulated impairment losses. 3. GOODWILL Goodwill arising on the acquisition of a subsidiary represents the excess of the cost of acquisition over the groups interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the subsidiary recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill is not amortised. Impairment is determined by assessing the recoverable amount of the cash-generating unit (or group of cash-generating units), to which the goodwill relates. Where the recoverable amount of the cashgenerating unit (or group of cash-generating units) is less than the carrying amount of the cashgenerating unit (group of cash-generating units) to which goodwill has been allocated, an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods. Goodwill is tested for impairment annually or more frequently if events or circumstances suggest that it might be impaired and an impairment loss recognised is not reversed in a subsequent period. On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

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4. PROPERTY, PLANT AND EQUIPMENT 4.1 Mining assets Mining assets are recorded at cost of acquisition less accumulated depreciation and accumulated impairment losses. 4.2 Mine development costs Capitalised mine development costs include expenditure incurred to develop new ore bodies, to define further mineralisation in existing ore bodies and to expand the capacity of the mine. Costs include interest capitalised during the construction period until commercial production is reached where development is financed by borrowings and the net present value of future decommissioning costs. Depreciation is first charged on new mining ventures from the date on which the mining venture reaches commercial production quantities. Development costs to maintain production are recognised as an expense when incurred. Mine development costs are depreciated on a straight-line basis, over the estimated economic life of the mine (currently estimated at 16 years), based on measured and indicated resources which are revised annually. 4.3 Mining plant and equipment Mining plant and equipment, including the decommissioning asset, is depreciated on a straight-line basis over the lesser of the estimated economic life of the mine, based on measured and indicated resources, which are revised annually, or their expected useful lives in five-year bands. Where items of plant and equipment comprise separate, identifiable components that have differing lives, such components are depreciated according to their useful lives. Research costs associated with the design of new items of plant and equipment, or improvements to existing items of plant and equipment, are expensed when incurred. Items of property, plant and equipment that are withdrawn from use, or have no reasonable prospect of being recovered through use or sale, are regularly identified and written off. 4.4 Decommissioning asset The decommissioning asset is depreciated on a straight-line basis over the estimated economic life of the mine based on measured and indicated resources which are revised annually. The decommissioning asset is recognised as set out in the decommissioning provision accounting policy Note 10.1.1. 4.5 Mineral rights and mineral leases Mineral rights and mineral leases are depreciated on a straight-line basis over the estimated economic life of the mine based on measured and indicated resources which are revised annually. 4.6 Office equipment, furniture and vehicles Office equipment, furniture and vehicles are depreciated using varying rates, ranging between 10% and 20% on a straight-line basis over their expected useful lives. 4.7 Land Land is recorded at cost of acquisition less accumulated impairment losses and is not depreciated. 4.8 Impairment At each reporting date, the company assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the group makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount and the difference is recognised in the income statement. The recoverable amount is the higher of value in use and net realisable value.

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The value in use of mining assets is determined by applying a discount rate to the anticipated pretax cash flow for the remaining useful life of the assets. The discount rate used is the companys weighted average cost of capital as determined by the capital asset pricing model. The value of non-mining assets is determined with reference to market values. The revised carrying amounts are depreciated on a systematic basis over the remaining useful lives of such affected assets. 4.9 Derecognition An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement in the year the asset is derecognised. The assets residual values and useful life is reviewed, and adjusted if appropriate, at each financial year-end. 4.10 Subsequent expenditure Subsequent expenditure relating to an item of property, plant, equipment and mineral rights is added to the carrying value of the asset when it is probable that future economic benefits are probable which will flow to the group. All other subsequent expenditure is recognised as an expense and included in profit before tax. 5. TOWNSHIP LAND AND DEVELOPMENT Township land and development, which has been acquired in order to assist the groups employees to acquire affordable housing, is initially recognised at cost, being the fair value of the consideration given and including acquisition charges. Where the recoverable amount is less than the carrying value, an impairment loss is recognised. Cost is determined on the basis of land acquisition, development and housing construction cost. 6. FINANCIAL INSTRUMENTS Financial instruments recognised on the balance sheet include investments, cash and cash equivalents, trade accounts receivable and trade accounts payable. These are recognised when the group becomes party to the contractual agreements. 6.1 Investments Investments are initially recognised at the fair value of the consideration given plus, in the case of investments not at fair value through profit or loss, acquisition charges associated with the investment. Investments acquired for the purpose of selling in the near term are classified as held for trading and is part of at fair value through profit or loss class of financial assets. Other investments are classified as available-for-sale. After initial recognition, investments, which are classified as available-for-sale, are remeasured at fair value with unrealised gains or losses recognised as a separate component of equity until the investment is sold, collected or otherwise disposed of, or until the investment is determined to be impaired when it is recognised in the income statement. Gains or losses on investments held for trading are recognised in the income statement. 6.2 Trade and other accounts receivable Trade and other accounts receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial measurement receivables are subsequently carried at amortised cost using the effective interest method less any allowance for impairment. Gains and losses are recognised in the income statement when the receivables are derecognised or impaired, as well as through the amortisation process.

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6.3

Cash and cash equivalents Cash and cash equivalents are recognised at fair value and comprise demand and time deposits with banking institutions and money market instruments readily convertible to known amounts of cash subject to insignificant risk of changes in value. Current account balances are only netted off when set-off would apply or when the balances are with the same banking institution. Cash and cash equivalents are carried at amortised cost. Negotiable instruments are recorded initially at the fair value of the consideration given and marked to market at reporting intervals. Any gain or loss arising from the mark to market or a change from book value to fair value is included in the determination of investment income.

6.4

Trade and other accounts payable Accounts payable are stated at the recognised obligation less payments made and adjustments made to reflect the fair value of the expected outflow of economic resources.

6.5

Borrowings All loans and borrowings are initially recognised at the fair value of the consideration received net of issue costs associated with the borrowing. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any issue costs and any discount or premium on settlement. Gains and losses are recognised in the income statement when the liabilities are derecognised as well as through the amortisation process.

6.6

Derivative instruments In the ordinary course of its operations, the group is exposed to fluctuations in metal prices, exchange rates and changes in interest rates. The group engages in a number of activities to manage these risks. These activities include economic hedging of a portion of these exposures through the use of derivative financial instruments. Forward sales contracts and option contracts are utilised to manage metal price and exchange rate exposures. The group does not speculate, acquire, hold or issue derivative instruments for trading purposes, and does not apply hedge accounting. Derivatives are initially measured at fair value and associated transaction costs are charged to the income statement when incurred. Subsequently these instruments are measured as set out below: All forward and option contracts outstanding at financial reporting dates are marked to market and any changes in their fair value is included in net sundry income/(expenditure). Gains and losses on all other contracts not spanning a financial reporting date are recognised and included in net sundry income at the time that the contracts expire.

6.7

Impairment of financial instruments The group assesses at each balance sheet date whether a financial asset or group of financial assets is impaired.

Assets carried at amortised cost

If there is objective evidence that an impairment loss on receivables carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the assets carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not been incurred) discounted at the financial assets original effective interest rate (i.e. the effective interest rate computed at initial recognition). The carrying amount of the asset is reduced through use of an allowance account. The amount of the loss is recognised in the income statement. The group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, and individually or collectively for financial assets that are not individually significant. If it is determined that no objective evidence of impairment exists for an

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individually assessed financial asset, whether significant or not, the asset is included in a group of financial assets with similar credit risk characteristics and that group of financial assets is collectively assessed for impairment. Assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognised are not included in a collective assessment of impairment. In relation to trade receivables, a provision for impairment is made when there is objective evidence (such as the probability of insolvency or significant financial difficulties of the debtor) that the group will not be able to collect all of the amounts due under the original terms of the invoice. The carrying amount of the receivable is reduced through use of an allowance account. Impaired debts are derecognised when they are assessed as uncollectible.

Available-for-sale investments
If an available-for-sale asset is impaired, an amount comprising the difference between its cost (net of any principal payment and amortisation) and its current fair value, less any impairment loss previously recognised in the income statement, is transferred from equity to the income statement. Reversals in respect of equity instruments classified as available for sale are not recognised in the income statement. Reversals of impairment losses on debt instruments are reversed through the income statement; if the increase in fair value of the instrument can be objectively related to an event occurring after the impairment loss was recognised in the income statement. 6.8 Derecognition of financial instruments

Financial assets
A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised when: the rights to receive cash flows from the asset have expired; the group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a pass through arrangement; or the group has transferred its rights to receive cash flows from the asset and either: (a) has transferred substantially all the risks and rewards of the asset or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

Financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the income statement. 7. COMMODITY CONTRACTS Contracts that are entered into and continue to meet the groups expected purchase, sale or usage requirements that were designated for that purpose at their inception and are expected to be settled by delivery are recognised in the financial period when the risks and rewards of ownership of such items have passed. 8. INVENTORIES 8.1 Consumable stores Consumable stores consist of consumable and maintenance stores and are valued at the lower of cost or net realisable value. Cost is determined on the weighted average cost basis. Consumable stores are under continual review and are written down in regard to age, condition and utility.

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8.2

Metal on hand Stocks of the three major platinum group elements and gold (3 PGEs + Au), either in refined or concentrate form, are valued at the lower of cost of production or net realisable value. Production costs include an appropriate portion of overhead expenses. Cost is determined on the first-in, firstout basis. No account is taken of the value of metal in the process of production prior to the production of flotation concentrate. Other metals are accounted for as by-products and are not valued.

9. DEFERRED TAX Deferred tax is provided at enacted or substantially enacted tax rates at the balance sheet date, that are expected to apply to the year when the asset is realised or the liability is settled, using the balance sheet liability method, on all temporary differences at the balance sheet date between the tax values of the assets and liabilities and their carrying values for financial reporting purposes. Deferred tax is not recognised on the initial recognition of goodwill or of an asset or a liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor the taxable profit; and, in respect of taxable temporary differences associated with investments in subsidiaries, where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets are recognised when it is probable that future taxable profits will be available, against which the deferred tax assets can be utilised in the foreseeable future. The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority. 10. PROVISIONS 10.1 Environmental rehabilitation provisions

10.1.1 Decommissioning provision

Provision is made for the present value of the estimated future decommissioning costs at the end of the mines life. When this provision gives rise to future economic benefits, a decommissioning asset is recognised, otherwise the costs are charged to the income statement. The estimates are discounted at a pre-tax discount rate that reflects current market assessments of the time value of money. The increase in the decommissioning provision due to the passage of time is recognised as a borrowing cost in the income statement. Other changes in the carrying value of the provision subsequent to initial recognition are included in the determination of the carrying value of the decommissioning asset.

10.1.2 Environmental restoration provision

Provision is made for the estimated cost to be incurred on long-term environmental obligations, comprising expenditure on pollution control and closure over the estimated life of the mine. The estimates are discounted at a pre-tax discount rate that reflects current market assessments of the time value of money. The increase in the restoration provision due to the passage of time is recognised as a borrowing cost in the income statement.

62

In assessing the future liability, no account is taken of the potential proceeds from the sale of assets and metals from the plant clean-up. The future liability is reviewed regularly and adjusted as appropriate for new facts and changes in legislation. The cost of ongoing programmes to prevent and control pollution and rehabilitate the environment is recognised as an expense when incurred.

10.1.3 Environmental rehabilitation fund

The group makes annual contributions to a dedicated trust fund, the Northam Platinum Restoration Trust Fund (the Fund), to fund the expenditure on future decommissioning and restoration. Income earned by the fund is credited to the groups income statement in the period to which it relates. In terms of IFRIC 5 Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds, the Fund is consolidated. The assets of the Fund are separately administered and the groups right of access to these funds is restricted. 10.2 Other provisions Provisions are recognised where the group has a present legal or constructive obligation as a result of a past event, a reliable estimate of the obligation can be made and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. 11. FOREIGN CURRENCIES The functional and presentation currency of the group is the South African Rand. Transactions in foreign currencies are translated into South African Rand at the rates of exchange ruling at the transaction date. Monetary assets or liabilities denominated in foreign currencies are translated at rates prevailing at the balance sheet date. Profits and losses arising on the translation of foreign currencies, whether realised or unrealised, are credited to or charged to the income statement. 12. REVENUE RECOGNITION Revenue is recognised only when it is probable that the economic benefits associated with the transaction will flow to the group and the amount of revenue can be measured reliably. Revenue is measured at the fair value of the amounts received or receivable net of Value-Added Tax, cash discounts and rebates. 12.1 Metal sales Revenue from the sale of metal is accounted for when the risks and rewards of ownership have passed. Adjustments arising between the date of recognition of the revenue and the date of settlement are recognised in the period in which the adjustment arises. 12.2 Revenue from the sale of township land Revenue from the sale of township land which is sold under suspensive sale agreements is recognised when the substantial risks and rewards of ownership have been assigned to the purchaser. 12.3 Interest income Interest income is recognised on a time : proportionate basis that takes into account the effective yield and an appropriate accrual is made at each accounting date. 12.4 Dividends Dividend income is recognised when the right to receive payment has been established. 12.5 Rent received Rental income from mining properties is recognised on a straight line basis over the term of the lease.

63

13. LEASED METAL When metal is leased to fulfil marketing commitments, the equivalent cost of production is charged to cost of sales in the income statement and is reflected in the balance sheet as a liability. On the maturity of the lease the liability is credited to metal inventories. The leasing transaction costs associated with the borrowed metal are charged to other costs in net sundry revenue on a time proportional basis. 14. BORROWING COSTS Borrowing costs that are directly attributable to the acquisition, construction or development of qualifying assets that require a substantial period of time to prepare for their intended use are capitalised. Capitalisation is suspended when the active development is interrupted and ceases when the activities necessary to prepare the asset for its use are complete. Other borrowing costs are recognised as an expense when incurred. 15. EMPLOYEE BENEFITS 15.1 Short-term employee benefits Remuneration to employees in respect of services rendered during a reporting period is recognised as an expense in that reporting period. Provision is made for accumulated leave. 15.2 Equity compensation plans Options granted to employees in terms of the rules of the Northam Share Option Scheme (the Scheme) are valued at the grant date using the Binomial Model. The value so determined is recognised as an expense within operating costs, together with a corresponding increase in the equity compensation reserve, evenly over the period between the grant date and the date on which the relevant employees become fully entitled to the award (vesting date). The cumulative expense recognised for these options at each reporting date until the vesting date reflects the best estimate of the value attributable to the number of options that will ultimately vest. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share. Where employees exercise options in terms of the rules of the Scheme, shares are issued to them as beneficial owners. In exchange, employees pay in cash a consideration equal to the price specified in the option allocated to them. The nominal value of the shares is credited to share capital and the difference between the nominal value and the price of the cash consideration credited to share premium. The directors procure a listing of these shares on the stock exchange where the companys shares are listed and quoted. The accumulated credit to the equity compensation reserve in respect of options that have lapsed or been forfeited after their vesting date is transferred to retained earnings/(accumulated loss). 15.3 Retirement benefits Eligible employees are members of various defined contribution schemes. Employer contributions in respect of current service are recognised as an expense during the period in which the employees services are rendered. 15.4 Medical benefits Employer contributions in respect of current medical benefits are recognised as an expense during the period in which the employees services are rendered. 15.5 Post-retirement medical costs Eligible employees are members of a defined contribution scheme established to assist those employees to meet post-retirement medical costs.

64

Employer contributions in respect of current service are recognised as an expense during the period in which the employees services are rendered. These contributions cease when the employees service terminates. 16. LEASES 16.1 Group as lessee A finance lease transfers substantially all the risks and rewards of ownership of an asset to the group. Assets subject to finance leases are capitalised as property, plant and equipment at the lower of the fair value of the leased asset at inception of the lease or the present value of the minimum lease payments, with the related lease obligation recognised at the same amount. Capitalised leased assets are depreciated over the shorter of their estimated useful lives or the lease term if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term. Finance lease payments are allocated between finance costs and the capital repayment, using the effective interest rate method. Leases in respect of which the lessor retains substantially all the risks and rewards of ownership of an asset are classified as operating leases. Operating lease payments are recognised as an expense in the income statement on a straight line basis over the period of the lease. 16.2 Group as lessor Leases where the group does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. Operating lease payments received are recognised as revenue in the income statement on a straight line basis over the period of the lease. 17. TAXATION 17.1 Current tax The charge for current tax is based on the results for the year, as adjusted for by items that are exempt or disallowed, and is calculated using the enacted or substantially enacted tax rates, at the balance sheet date. Where items are credited or charged directly to equity the tax effect is also recognised within equity. 17.2 Deferred tax Deferred tax is provided at enacted or substantially enacted tax rates, as more fully set out in Note 9 Deferred tax of the accounting policies. 17.3 Secondary Tax on Companies Secondary Tax on Companies, which is levied at enacted or substantially enacted tax rates at balance sheet date, on net dividends declared, is charged to net income in the period in which the relevant dividend is declared. 18. DIVIDENDS DECLARED Dividends declared are charged to equity in the period in which the dividend is declared.

65

GROUP BALANCE SHEETS AT

Reviewed 31 December 2007 R000

Audited 30 June 2007 R000

Restated 30 June 2006 R000

Restated 30 June 2005 R000

ASSETS Non-current assets Property, plant and equipment Township development Available for sale investment Investments held by Northam Platinum Restoration Trust Fund Enviromental Guarantee Investment

1 563 103 36 903 6 19 911 13 350 1 633 273

1 536 289 35 198 6 18 920 10 311 1 600 724 1 733 264 254 490 268 862 1 209 912 3 333 988

1 481 901 6 602 6 16 393 6 279 1 511 181 1 231 073 280 372 119 415 831 286 2 742 254

1 390 586 107 14 443 3 004 1 408 140 835 187 246 302 83 003 505 882 2 243 327

Current assets Inventories Trade and other accounts receivable Cash and cash equivalents TOTAL ASSETS EQUITY AND LIABILITIES Share capital and premium Equity compensation reserve Retained earnings/(Accumulated loss) Shareholders equity Non-current liabilities Deferred tax Long-term provisions Current liabilities Trade and other accounts payable Tax TOTAL EQUITY AND LIABILITIES

1 324 248 457 486 181 892 684 870 2 957 521

2 043 197 38 859 129 113 2 211 169 408 665 385 091 23 574 337 687 223 436 114 251 2 957 521

2 030 914 29 777 320 755 2 381 446 397 912 376 163 21 749 554 630 211 439 343 191 3 333 988

2 018 786 22 788 (39 942) 2 001 632 382 781 357 632 25 149 357 841 186 380 171 461 2 742 254

1 954 733 16 674 (372 521) 1 598 886 347 854 325 298 22 556 296 587 185 653 110 934 2 243 327

66

GROUP INCOME STATEMENTS FOR THE PERIOD ENDED

Reviewed 31 December 2007 R000 1 544 929 1 497 084 708 090 797 819 35 085 71 999 (196 813) 788 994 40 868 (6 839) 823 023 350 432 472 591 Cents 199.0 197.8 199.0 197.8 145.0

Audited 30 June 2007 R000 3 831 926 3 739 805 1 727 945 1 360 106 91 129 39 818 447 816 040 824

Restated 30 June 2006 R000 2 437 444 2 386 326 1 372 727 1 240 320 59 520 114 713 (41 826) 1 013 599 39 700 19 820 1 073 119 367 555 705 564 Cents 301.9 294.5 301.9 294.5 160.0

Restated 30 June 2005 R000 1 584 963 1 554 501 1 280 405 1 118 20 57 103 (19 906 075 222 646 444)

Total revenue Sales revenue Cost of sales operating costs concentrates purchased refining and other costs depreciation change in metal inventories

OPERATING PROFIT Investment income Net sundry income/(expense) PROFIT BEFORE TAX Tax PROFIT ATTRIBUTABLE TO SHAREHOLDERS

2 011 860 83 643 5 303 2 100 806 774 562 1 326 244 Cents 560.2 553.1 560.1 553.0 410.0

274 096 29 623 75 367 379 086 128 440 250 646 Cents 108.2 107.9 303.6 107.9 85.0

Earnings per share Fully diluted earnings per share Headline earnings per share Fully diluted headline earnings per share Dividends per share

67

GROUP STATEMENT OF CHANGES IN EQUITY For the years ended 30 June 2005, 2006, 2007 and the six months ended 31 December 2007 Equity compensation reserve R000 13 228 2 315 1 994 444 13 228 3 446 250 646 248 513 2 133 (196 822) 5 2 320 (46 310) 4 279 1 952 413 16 674 7 009 705 564 703 238 2 326 (895) 40 2 360 64 013 2 016 426 22 788 11 774 1 326 244 (4 785) 12 2 372 12 116 2 028 542 29 777 9 082 472 591 (664 233) 9 2 381 12 274 2 040 816 38 859 129 113 320 755 4 785 (970 332) (39 942) 895 (373 880) (372 521) Retained earnings/ (Accumulated loss) R000 (413 117) (13 228) (426 345)

Share capital R000 Balance at 30 June 2004 Adoption of IFRS 2 Restated balance Credit in respect of share-based payments Profit attributable to shareholders Profit attributable to shareholders as previously stated Prior year adjustment Dividends distributed Repayment of share premium Issue of new shares Balance at 30 June 2005 Credit in respect of share-based payments Profit attributable to shareholders Profit attributable to shareholders as previously stated Prior year adjustment Adjustment in respect of equity compensation reserve Dividends distributed Issue of new shares Balance at 30 June 2006 Credit in respect of share-based payments Profit attributable to shareholders Adjustment in respect of equity compensation reserve Dividends distributed Issue of new shares Balance at 30 June 2007 Credit in respect of share-based payments Profit attributable to shareholders Dividends distributed Issue of new shares Balance at 31 December 2007 2 315

Share premium R000 1 994 444

Total R000 1 583 642 1 583 642 3 446 250 646 248 2 (196 (46 4 513 133 822) 310) 284

1 598 886 7 009 705 564 703 238 2 326

(373 880) 64 053 2 001 632 11 774 1 326 244

(970 332) 12 128 2 381 446 9 472 (664 12 082 591 233) 283

2 211 169

68

GROUP CASH FLOW STATEMENTS FOR THE PERIODS ENDED

Reviewed 31 December 2007 R000 231 553 866 39 (104 (570 589 437 029) 444)

Audited 30 June 2007 R000 1 555 025 2 156 80 (98 (584 896 936 506) 301)

Audited 30 June 2006 R000 852 501 1 159 37 (69 (274 025 925 755) 694)

Audited 30 June 2005 R000 381 700 460 28 (3 (104 689 209 114) 084)

Cash flows from operating activities Cash generated from operations Interest income Change in working capital Tax paid Cash flows utilised in investing activities Property, plant and equipment additions to maintain operations disposals proceeds Township development Investments disposals proceeds Cash flows utilised in financing activities Proceeds from issue of shares Share premium repaid Dividends paid Increase in investments held by Northam Platinum Restoration Trust Fund Increase in investments held by Environmental Contingency Fund Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period
Note:

(100 615) (100 153) 1 243 (1 705)

(211 636) (187 562) 4 522 (28 596)

(212 045) (210 512) 4 839 (6 602) 230

(133 708) (138 873) 5 157

8 (243 732) 4 284 (46 310) (196 822)

(655 980) 12 283 (664 233)

(964 763) 12 128 (970 332)

(315 052) 64 053 (373 880)

(991) (3 039)

(2 527) (4 032)

(1 950) (3 275)

(1 880) (3 004)

(525 042) 1 209 912 684 870

378 626 831 286 1 209 912

325 404 505 882 831 286

4 260 501 622 505 882

For detailed notes on the above extracts of historical financial information, please refer to the reports for the periods ended 31 December 2007, 30 June 2007, 30 June 2006 and 30 June 2005 which are available on the Northam website: (www.northam.co.za).

69

Annexure 7

HISTORICAL FINANCIAL INFORMATION ON MICAWBER

ACCOUNTING POLICIES The financial statements are prepared on the historical cost basis except for certain financial instruments which are carried at either fair value or amortised cost as appropriate. Set out below are significant features of the companys accounting policies, which are consistent with those, applied in the previous year, except for the change detailed below. These policies comply with the South African Statements of Generally Accepted Accounting Practice and International Financial Reporting Standards issued by the International Accounting Standards Board and the South African Companies Act. The company adopted IFRS 7 and the amendment to IAS 23: Borrowing Costs, in the current year. Neither of these standards had any financial impact on the current or prior years. The company has not yet adopted the following standards and interpretations: IAS 1 (revised) Presentation of Financial Statements. IFRS 8 Segment Reporting. IFRIC 12 Service Concession Arrangements. IFRIC 13 Customer Loyalty Programmes. IFRIC 14, IAS 19 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction. These interpretations and IFRS 8 will have no impact on the financial results of the Company. The Company is in the process of assessing the impact of IAS 1. Change in accounting policies During 2007, the accounting policy for mining assets was changed. Previously these assets were carried at historical cost. However, during 2007 the revaluation model was adopted and mining assets are now being reflected at fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The increase in the fair value of the mining asset as well as the resulting deferred taxation was reflected directly in the revaluation surplus. This change in accounting policy was applied prospectively and the effect at 1 January 2007 is an increase in mining assets of R4.897 billion (31 December 2007: R5.388 billion). A revaluation reserve to the value of R3.477 billion (31 December 2007: R3.796 billion) was raised along with a corresponding deferred tax liability of R1.420 billion (31 December 2007: R1.551 billion). 1. MINING ASSETS Mining assets includes exploration expenditure incurred to develop new mining operations, to define further mineralisation in existing ore bodies. Costs include interest capitalised during the exploration period where financed by borrowings. Mining assets also include mineral rights for the Booysendal property. Mining assets are revalued by an independent valuator at each balance sheet date to determine the fair value at that date. If the carrying amount of the mining assets is increased as a result of the revaluation, the increase is credited directly to equity under the heading of a revaluation reserve. However, to the extent that this increase reverses a revaluation decrease of the same asset previously recognised in profit or loss, this increase shall be reflected in profit or loss. If the carrying amount of the mining asset is decreased as a result of the revaluation, the decrease is debited directly to the revaluation to the extent of any credit balance reflected in the revaluation reserve relating to that mining asset. Any decrease in excess of the amount reflected in the revaluation surplus account should be reflected in profit or loss for the period.

70

2. IMPAIRMENT An annual impairment review of mining assets is carried out by comparing the carrying amount of these assets with their recoverable amounts when indicators of impairment exist. Recoverable amount is the higher of value in use and net selling price. Where the recoverable amount is less than the carrying amount, impairment, when identified, is charged firstly, against the revaluation surplus and then against income, to reduce the carrying amount to the recoverable amount. (i.e. an impairment of a revalued asset is effectively treated as a revaluation decrease in accordance with the accounting policy above.) 3. RESEARCH AND EXPLORATION COST Research expenditure is written off when incurred. Exploration expenditure is written off when incurred, except when it is probable that a mining asset will be developed for commercial production as a result of the exploration work. In such case, the capitalised exploration expenditure is amortised on a straightline basis over the expected useful life of the constructed mining asset. Capitalised exploration expenditure is assessed for impairment when there are indicators that these assets might be impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the amount of the impairment (if any). Any impairment is recognised immediately in other net expenditure. When an impairment subsequently reverses, the reversal is recognised in the income statement immediately. 4. BORROWING COSTS Borrowing costs are charged to net investment income. When borrowings are utilised to fund qualifying capital expenditure such borrowing costs are capitalised in the period in which the capital expenditure and related borrowing cost are incurred. (Also refer policy note 1). 5. FINANCIAL INSTRUMENTS The companys financial instruments consist primarily of loans between group companies and shareholders, which loans are initially stated at cost less payments made/received and any adjustments made to reflect the fair value of the loan. Any change in value is included in the determination of other net income.

71

BALANCE SHEETS AT Notes ASSETS NON-CURRENT ASSET Mining asset CURRENT ASSET Cash on hand Total assets EQUITY AND LIABILITY SHARE CAPITAL Share capital Revaluation reserve Shareholders equity NON-CURRENT LIABILITY Deferred tax CURRENT LIABILITIES Borrowings from shareholder Loan Total equity and liability 7 8 4 5 2 3

31 December 2007 R

31 December 2006 R

31 December 2005 R

5 387 760 000 50 5 387 760 050

37 066 636 50 37 066 686

25 060 818 50 25 060 868

100 3 796 186 531 3 796 186 631

100 100

100 100

1 550 555 063 41 018 356 39 848 867 1 169 489 5 387 760 050 37 066 586 37 066 586 25 060 768 25 060 768

37 066 686

25 060 868

72

STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY FOR THE YEARS ENDED Income and expense recognised directly in equity Net gain on revaluation reserve arising on revaluation of mining assets Gain on revaluation reserve arising on revaluation of mining assets gross Less: Deferred tax raised on gain on revaluation of mining assets

31 December 2007 R 319 143 743 319 143 743 449 498 230 (130 354 487)

31 December 2006 R

31 December 2005 R

Attributable to: Equity holders

319 143 743

CASH FLOW STATEMENTS FOR THE YEARS ENDED

Notes

31 December 2007 R

31 December 2006 R

31 December 2005 R

CASH FLOWS USED IN INVESTING ACTIVITIES Purchase of mining assets: Exploration cost capitalised Interest capitalised Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in amounts borrowed from shareholder Increase in loan from Rustenburg Platinum Mines Limited Net cash from financing activities Net movement in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

2 1

(1 569 357) (2 382 413) (3 951 770)

(8 698 817) (3 307 001) (12 005 818)

(7 566 898) (2 093 309) (9 660 207)

2 782 281 1 169 489 3 951 770

12 005 818

9 660 207

12 005 818

9 660 207

50 50

50 50

50 50

73

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED

31 December 2007 R

31 December 2006 R

31 December 2005 R

1. INTEREST PAID Interest paid Less: Interest capitalised 2 382 413 (2 382 413) 3 307 001 (3 307 001) 2 093 309 (2 093 309)

2. MINING ASSET Balance at beginning of period Change in accounting policy 1 January 2007 Revaluation of mining assets 37 066 636 4 897 243 364 4 934 1 2 449 310 569 382 498 000 357 413 230 25 060 818 8 698 817 3 307 001 37 066 636 7 566 898 2 093 309 25 060 818 25 060 818 15 400 611

Restated opening balance at 1 January 2007 Exploration costs capitalised Interest capitalised Revaluation of mining asset
Balance at end of period No depreciation is provided as the asset has not been put into use. Revaluation of mining asset During 2007, mining assets were revalued to reflect the fair value of these assets. The assets were valued by an independent valuator on 1 January 2007 and 31 December 2007. Below are the carrying amounts for these assets if they had been recognised under the cost model. Mining asset Carrying value at cost 3. CASH ON HAND Petty cash 4. SHARE CAPITAL

5 387 760 000

41 018 406

37 066 636

50

50

50

Authorised 1 000 ordinary shares of R1.00 each Issued 100 ordinary share of R1.00 each

1 000 100

1 000 100

1 000 100

The unissued ordinary shares are under the control of the directors until the forthcoming annual general meeting.

74

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED

31 December 2007 R

31 December 2006 R

31 December 2005 R

5. REVALUATION RESERVE Balance at beginning of period Change in accounting policy 1 January 2007 Revaluation arising on mining assets (Note 2) Deferred tax arising on revaluation of mining assets (Note 6)

4 897 243 364 (1 420 200 576) 3 477 042 788 449 498 230 (130 354 487) 3 796 186 532

Restated opening balance at 1 January 2007 Movements for period Gain on revaluation of mining assets Deferred tax arising on revaluation of mining assets
Balance at end of period 6. DEFERRED TAX Deferred taxation is attributable to temporary differences relating to: Deferred tax liability Revaluation of mineral rights The movement for the period in the companys net deferred taxation position was as follows: Deferred taxation liability Balance at beginning of period Change in accounting policy 1 January 2007 Deferred tax arising on revaluation of mining assets

1 550 555 062

1 420 200 576 1 420 200 576 130 354 487 1 550 555 062

Restated opening balance at 1 January 2007 Charged directly to equity during period
Balance at end of period 7. BORROWINGS FROM SHAREHOLDER Rustenburg Platinum Mines Limited The loan accrues interest monthly in arrears at the publicly-quoted prime overdraft rate, nominal, compounded monthly, and is repayable, together with the interest thereon, on demand by the lender. 8. LOAN Rustenburg Platinum Mines Limited

39 848 867

37 066 586

25 060 768

1 169 489

This loan is non-interest bearing, unsecured and has no fixed terms of payment.

75

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED

31 December 2007 R

31 December 2006 R

31 December 2005 R

9. EXPLORATION AND EVALUATION The balances and movements for exploration and evaluation costs included in the carrying amount of mining assets (note 2) are as follows: Beginning of the year Cost Accumulated amortisation Carrying amount Reconciliation of carrying amount at beginning and end of the year: Balance at beginning of year Additions Balance at end of year End of the year Cost Accumulated depreciation Carrying amount No amortisation is provided as the asset has not been put into use. 10. RELATED PARTIES The company, in the ordinary course of business, enters in various transactions with its holding company, Rustenburg Platinum Mines Limited who enters into transactions and incurs expenditure on its behalf. The transactions are priced on an arms length basis. Related party balances at year-end as disclosed as follows: Borrowings from shareholders Loan Rustenburg Platinum Mines Limited 11. INCOME STATEMENT No income statement is provided as the company did not incur income or expenses. All incurred expenses were capitalised (refer notes 1 and 2). 12. TAXATION No current tax has been provided as the company did not earn taxable income. 13. SUBSEQUENT EVENTS There have been no events subsequent to the balance sheet date that require adjustment of the financial statements. In September 2007, Anglo Platinum Limited announced that it will be disposing of its 50% interest in Micawber 278 (Proprietary) Limited to Mvelaphanda Resources Limited for a cash consideration. The transaction is expected to become effective in the second quarter of 2008. 37 066 636 37 066 636 25 060 818 25 060 818 15 400 611 15 400 611

37 066 636 3 951 770 41 018 406

25 060 818 12 005 818 37 066 636

15 400 611 9 660 207 25 060 818

41 018 406 41 018 406

37 066 636 37 066 636

25 060 818 25 060 818

39 848 867 1 169 489

37 066 586

76

Annexure 8

INDEPENDENT REPORTING ACCOUNTANTS REPORT ON THE HISTORICAL FINANCIAL INFORMATION RELATING TO MICAWBER

The Directors Mvelaphanda Resources Limited PO Box 413420 Craighall 2024 25 April 2008 Dear Sirs REPORT OF THE INDEPENDENT REPORTING ACCOUNTANTS ON THE HISTORICAL FINANCIAL INFORMATION OF MICAWBER 278 (PROPRIETARY) LIMITED (MICAWBER) INTRODUCTION At your request and for the purposes of the circular to Mvelaphanda Resources Limited (Mvelaphanda) shareholders, to be dated on or about 31 March 2008, we present our report on the historical financial information of Micawber in respect of acquisition of 100% shareholding of Micawber by Mvelaphanda, in compliance with the Listings Requirements of the JSE Limited (JSE). RESPONSIBILITY The compilation, contents and presentation of the circular are the responsibility of the Mvelaphandas directors. Our responsibility is to express an opinion on the historical financial information of Micawber as set out in Annexure 7 to the circular. SCOPE We have reviewed the financial information of Micawber for the years ended 31 December 2005 and 31 December 2006 and we have audited the financial information for the year ended 31 December 2007. BASIS OF OPINION

Audit opinion
We conducted our audit in accordance with International Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance that the historical financial information relating to the three years ended 31 December 2005, 31 December 2006 and 31 December 2007 are free of material misstatement. An audit includes: examining, on a test basis, evidence supporting the amounts and disclosures of the abovementioned historical financial information; assessing the accounting principles used and significant estimates made by management; evaluating the overall historical financial information presentation. We believe that our audit provides a reasonable basis for our audit opinion.

77

Audit opinion
In our opinion, the historical financial information of Micawber for the years ended 31 December 2005, 31 December 2006 and 31 December 2007 fairly presents, in all material respects, the financial position at those dates, and the results of the operations and cash flows for the years then ended in accordance with International Financial Reporting Standards and the JSE Listings Requirements. CONSENT We consent to the inclusion of this report, which will form part of the circular to shareholders of Mvelaphanda, to be issued on or about 9 May 2008, in the form and context in which it appears. Yours faithfully Deloitte & Touche Registered Auditors

Per Anushuya Gounden Partner

Building 1 and 2 Deloitte Place The Woodlands 20 Woodlands Drive Woodmead Sandton, 2146

78

Annexure 9

HISTORICAL FINANCIAL INFORMATION ON KHUMAMA

Accounting basis The financial statements are prepared on the historical cost basis and in compliance with International Financial Reporting Standards (IFRS), which is consistent with the previous year. BALANCE SHEETS AT Notes ASSETS Cash and cash equivalents 2 102 102 EQUITY AND LIABILITIES Share capital and reserves 3 102 102 NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIODS ENDED 1. CASH AND EQUIVALENTS Cash on hand 2. SHARE CAPITAL AND RESERVES 102 102 102 102 31 December 2007 R 102 102 28 February 2007 R 102 102 28 February 2006 R 102 102 28 February 2005 R 102 102 102 102 102 102 31 December 2007 R 28 February 2007 R 28 February 2006 R 28 February 2005 R

Authorised
1 000 ordinary shares of R1.00 each 1 000 1 000 1 000 1 000

Issued
102 ordinary shares of R1.00 each 102 102 102 102 102 102 102 102

The directors are authorised, by resolution of the shareholders and until the forthcoming annual general meeting, to dispose of the unissued shares for any purpose and upon such terms and conditions as they deem fit. 3. STATEMENT OF CHANGES IN EQUITY, INCOME STATEMENT AND CASH FLOW STATEMENT No statement of changes in equity is presented as there were no changes in equity during the years under review. No income statement is presented as the company has not traded during the years under review, all expenses having been borne by the holding company. No cash flow statement is presented as all movements are readily apparent from the balance sheets. 4. VESTED RIGHTS The company has the right to enter into a 50/50 joint venture with Anglo American Platinum Corporate Limited in respect of the Booysendal Platinum Project. The Booysendal Platinum Project comprises the mineral rights on 10 contiguous farms (covering about 138 square kilometres) on the southern portion of the eastern limb of the Bushveld Complex. Booysendal is underlain by both the Merensky and UG2 reef horizons.

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Annexure 10

INDEPENDENT REPORTING ACCOUNTANTS REPORT ON THE HISTORICAL FINANCIAL INFORMATION RELATING TO KHUMAMA

The Directors Mvelaphanda Resources Limited PO Box 413420 Craighall 2024 25 April 2008 Dear Sirs INDEPENDENT REPORTING ACCOUNTANTS REPORT ON THE HISTORICAL INFORMATION OF KHUMAMA PLATINUM (PROPRIETARY) LIMITED (KHUMAMA) 1. INTRODUCTION The boards of directors (the boards) of Mvelaphanda Resources Limited (Mvela Resources) and Northam Platinum Limited (Northam) have resolved that Khumama, a wholly-owned subsidiary of Mvela Resources, be acquired by Northam in order to give effect to the Booysendal Transaction. 2. PURPOSE OF THIS REPORT At your request and for the purposes of the circular, setting out the details of the acquisition of the Booysendal Platinum Project by Northam, to be issued to the shareholders of Mvela Resources on or about 9 May 2008 (the circular), we present our report on the historical financial information of Khumama presented in Annexure 9 to the circular, in compliance with the Listings Requirements of the JSE Limited (JSE Listings Requirements). 3. RESPONSIBILITIES The directors of Mvela Resources and Khumama are responsible for the compilation, contents and preparation of the financial information to which this reporting accountants report relates, and the historical financial statements and financial information from which this it has been extracted and prepared. Our responsibility is to express an opinion on the historical financial information included in Annexure 9 to the circular, and to report our opinion to you. 4. SCOPE FINANCIAL

Years ended 28 February 2007, 28 February 2006, 28 February 2005 and the 10 months ended 31 December 2007
The directors of Mvela Resources and Khumama are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards for the years ended 28 February 2007, 28 February 2006, 28 February 2005 and for the 10 months ended 31 December 2007 and in the manner required by the JSE Limited Listings Requirements. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

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Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial information is free of material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 5. OPINION

Years ended 28 February 2007, 28 February 2006, 28 February 2005 and 10 months ended 31 December 2007
In our opinion, the financial information of Khumama as set out in Annexure 9 to the circular, presents fairly, in all material respects, for the purposes of the circular, the financial position of Khumama at 28 February 2007, 28 February 2006, 28 February 2005 and for the 10 months ended 31 December 2007 and the results of its operations and cash flows for the years then ended in accordance with International Financial Reporting Standards and the JSE Limited Listings Requirements. Yours sincerely PRICEWATERHOUSECOOPERS INC DIRECTOR: J-P VAN STADEN REGISTERED AUDITOR 2 Eglin Road Sunninghill, 2157 South Africa

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ANNEXURE 11

EXECUTIVE SUMMARY OF THE COMPETENT PERSONS REPORT ON THE BOOYSENDAL PLATINUM PROJECT

The Directors Northam Platinum Limited 1st Floor, 1A Albury Park Magalieszicht Avenue Dunkeld West Johannesburg 2196 25 April 2008 Ladies and Gentlemen, COMPETENT PERSONS REPORT ON THE BOOYSENDAL PLATINUM PROJECT EXECUTIVE SUMMARY 1. INTRODUCTION This report has been prepared by Mineral Corporation Consultancy (Pty) Limited (The Mineral Corporation) for inclusion in documentation to be utilized by Northam Platinum Limited (Northam) in connection with a transaction relating to the Booysendal Platinum Project. The Mineral Corporation was instructed by the Directors of Northam to prepare a Competent Persons Report (CPR) for the exploration results and the Mineral Resources that have been identified over the Booysendal Platinum Project. This report has been prepared by The Mineral Corporation in order to satisfy the requirements of a CPR as set out in Sections 12 of the JSE Listings Requirements (Issue 3). This report was prepared by The Mineral Corporation and the Mineral Resource signed off according to the SAMREC Code, 2007 by Mr David Young, a Director of The Mineral Corporation. The Mineral Corporation operates as an independent technical advisor and consultant providing mineral resource evaluation, mining engineering and mineral valuation services to the mining industry. The Mineral Corporation has received, and will receive, professional fees for its preparation of this report. However, neither The Mineral Corporation nor any of its Directors, staff or sub-consultants who contributed to this report, has any material interest in the Booysendal Platinum Project or the assets reviewed. The Mineral Corporation has independently assessed the exploration data of Anglo Platinum as provided to Northam by reviewing pertinent data, including mineral rights data, drillhole core, drillhole logs and assay results and geophysical data. The Anglo Platinum data has been utilized by The Mineral Corporation for the creation of the geological model of mineralization and Mineral Resource estimates. All opinions, findings and conclusions expressed in this report are those of The Mineral Corporation and are based on information provided by Northam. These reflect various techno-economic (commodity prices, currency exchange rates, consumer price indices and others) conditions prevailing as at February 2008, as well as interpretations based on limited data. These conditions and interpretations can change significantly over a relatively short period of time and with new information and, as such, the information and opinions contained in this report may also be subject to change. The Booysendal Platinum Project is situated in the Mpumalanga Province in the Republic of South Africa, about 30km due south of the town of Steelpoort and the northern border of the Project abuts against Anglo Platinums Der Brochen Project. The Project area is characterized by rugged topography with the prominent north-south trending Steenkampsberge extending through the Project area. Two valleys stretch between the mountain ranges. The Groot Dwars River traverses the eastern valley while the Klein Dwars River flows along the western valley.

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2. TENURE The Booysendal Platinum Project is composed of two sub-areas. Micawber 278 (Proprietary) Ltd (Micawber) holds an old order mining right and two new order prospecting rights over the first sub-area which is referred to in the following commentary as the Booysendal Sub-Area. The second sub-area is a small portion of ground that extends northwards from the first sub-area into Der Brochen. This sub-area forms a portion of the old order mining right of Anglo Platinums Der Brochen Project and an accord has been agreed to by Rustenburg Platinum Mines Limited (RPML) and Mvela Resources to transfer the mineral rights of this sub-area to Micawber. This second sub-area is referred to in the following commentary as the Booysendal Extension-Area. Holistically, the Booysendal Sub-Area and Booysendal Extension-Area are referred to as the Booysendal Platinum Project. Micawber became an Anglo Platinum Corporation (Anglo Platinum) vehicle for holding the mineral rights of the Booysendal Sub-Area in 2002. Mvela Resources is to become the 100% shareholder of Micawber via the wholly-owned company, Khumama Platinum (Pty) Limited (Khumama). The nature of these corporate structures is illustrated in Figure 1(a-b). The transaction entails Khumama becoming the holder of the shares in Micawber through various special purpose vehicles thus not requiring the transfer of the mining licences. Subsequent to this transaction, Mvela Resources will own 100% of the Booysendal Platinum Project through Khumama. Mvela Resources will sell its whole ownership of Khumama to Northam in exchange for shares in Northam. In addition, Mvela Resources will purchase the shares held by RPML and Norbush in Northam. Mining Licence 19/2003, an old order Mining Right is valid for Platinum Group Metal (Pt, Pd, Rh, Ru, Ir, Os) as well as Au, Ag, Cu and Ni on the farms Pietersburg 44 JT, Hebron 5 JT, Buttonshope 51 JT, Kliprivier 73 JT, Der Brochen 7 JT and Booysendal 43 JT and for Precious Metals (Pt, Pd, Rh, Ru, Ir, Os, Au, Ag) on the farms Uysedoorns 47 JT and Draaikraal 48 JT. These properties are depicted in Figure 2. Prospecting Rights 13/2005 and 12/2005, new order prospecting rights are valid for platinum group metals and associated metals and minerals over the farms Johannesberg 45 JT and Sheeprun 50 JT, respectively. These properties are also depicted in Figure 2. Mining Licence 11/2003, an old order Mining Right is valid for Platinum Group Metals (Pt, Pd, Rh, Ru, Ir, Os) as well as Au, Ag, Cu and Ni on the farms Der Brochen 7 JT, Hebron 5 JT and Hermansdal 3 JT; the area that underlies the Booysendal Extension-Area. These properties are depicted in Figure 2.

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Figure 1a: Structure of Booysendal Platinum Project ownership before the transaction

Figure 1b: Structure of Booysendal Platinum Project ownership after the transaction

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Figure 2: Map depicting the status of the mining and prospecting title

RPML is the surface rights owners for the farms Buttonshope 51JT, Der Brochen 7JT and Booysendal, 43JT. All other surface rights are held privately. There is a land claim over Der Brochen 7 JT, the status of which is unknown at this stage and one over Draaikraal 48 JT at investigation stage. 3. GEOLOGY The Booysendal Platinum Project area is located within the Eastern Limb of the Bushveld Complex. The Rustenburg Layered Suite (RLS) in the Eastern Limb attains a maximum thickness of 8 600m and covers an area of approximately 66 000km2. The RLS is subdivided into five zones and thirteen formations in the eastern part of the Bushveld Complex. The zone of economic interest is the Upper Critical Zone which is characterized by persistently differentiated cycles, culminating with the Merensky Reef. The chromitite layers within the Upper Critical Zone are designated the UG1 and UG2, although a UG3 layer is present in the Eastern Limb. The chromitites, with a Cr:Fe ratio of 1.3:1, commonly occur at the base of a cyclic layer. Each cycle starts with a basal chromitite and grades upwards into leader chromitite layers, into an iron-rich pyroxenite, norite and, on occasion, into an anorthosite. 3.1 The UG2 Reef The UG2 Reef is generally underlain by a pegmatoidal feldspathic pyroxenite, with a diffuse basal contact and, frequently, a thin (2cm) chromite stringer below the base of the main UG2 chromitite. The absence of this stringer would generally indicate the presence of potholing. The UG2 Reef varies between 60 and 80cm in thickness and often displays a mottled appearance due to the presence of large bronzite crystals within the chromitite. The main chromitite is overlain by a relatively thick (up to 6m) porphyritic pyroxenite layer, which contains (in its lower portion) up to three leader chromitite layers, which are known to bifurcate and coalesce on a local scale. PGEs are concentrated at the upper and lower contacts of the main chromitite, with lesser concentrations in the leader layers. The highest PGE concentration is generally recorded at the base of the UG2 Reef.

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3.2

The Footwall Layers Overlying the upper members of the UG2 Reef is a series of anorthosite and anorthosite-norite layers which are collectively referred to as the Footwall Layers. The detailed descriptions and recognition of these units is a prerequisite for understanding the impact and magnitude of the potholing in the overlying Merensky Reef.

3.3

The Merensky Reef In the Eastern Limb, the Merensky Reef exhibits variations in lithology and grade and is the most regular and complete cyclic unit within the Critical Zone. The terms Merensky pegmatoid, Merensky pyroxenite and Merensky chromitite have been used to describe the various layers comprising the Merensky Reef. The Merensky Reef is located between 60 and 100m below the top of the Critical Zone and grades upward through the cycle into norite, a spotted anorthosite and, finally, into a mottled anorthosite (at the top of the cycle). The chromitite stringers always register peak values of the PGEs. The entire thickness of the Merensky pyroxenite contains approximately the same total content of PGEs all around the Bushveld Complex and the variation in grade is (crudely) inversely proportionate to the thickness of the pyroxenite. The Merensky pyroxenite does not, however, constitute a mining horizon in itself as it can be many metres in thickness that contains the Merensky Reef.

3.4

Structural Geology In the central part of the Eastern Limb, the mafic rocks generally dip at 10-15 towards the west. Dips increase to 20 at Lebowa Platinum Mine and reach as much as 65 at Lonmins Messina Mine. This steepening of dip is interpreted as part of the complex (and unresolved) structural architecture of the floor rocks of the Bushveld Complex. Structural disturbances are most pronounced around the Steelpoort Fault and in the vicinity of the Wonderkop Fault and Grootboom Anticline. The Steelpoort Fault has been considered a structural element that was active at the time that the RLS was emplaced. Stratigraphic variations are quite pronounced across this structure, exemplified by the fact that the Merensky Reef to UG2 Reef separation varies from 150m to 300m across this fault zone. Other subsidiary sets of faults and fracture zones strike north to south, east-northeast to west-southwest and west-northwest to eastsoutheast. Dolerite dykes of post-Karoo age have been emplaced along east-northeast to westsouthwest and west-northwest to east-southeast striking extensional fracture sets.

3.5

Previous Exploration Work The Booysendal Platinum Project was previously regarded as a component of the Anglo Platinum Der Brochen Project. Preliminary work in the Booysendal Platinum Project area comprised surface mapping of the Merensky and UG2 Reef outcrop in 2001 by Dr J R Krynauw, an independent consulting geologist. Follow-up exploration work commenced in February 2002, and was intended to determine the viability of a stand-alone PGE mining operation within the Booysendal Platinum Project area. Initial work included the acquisition and interpretation of all available data and the compilation of a Geographic Information Systems database. From the Landsat imagery, a number of large-scale lineaments became evident, highlighting the major dyke swarms and from which Anglo Platinum has identified a number of north-northeast trending structures. The aeromagnetic data clearly depicts the major dykes in the area, as well as the dunitic intrusions, zones of mafic pegmatoid alteration and the upper zone magnetite rich gabbros. The topography in the Booysendal Platinum Project has proven to be an important factor influencing the location of and access to borehole drilling sites. Preliminary diamond drilling in areas of good access was planned to achieve an inter-hole spacing of approximately 500m in the areas close to the outcrop. To date, 127 validated Merensky Reef and 155 validated UG2 Reef boreholes have been completed. The Mineral Corporation has scrutinized this database which is available at the Johannesburg office of Northam Platinum Limited. The borehole logging data is captured directly into a Sable database where it is merged and checked for errors using standard verification checks. The Mineral Corporation selected a set of 16 boreholes and checked the database output with the remaining core.

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The database output was checked for the following: Intersection depth of Merensky and UG2 Reef; Identification of stratigraphic markers according to the standard project terminology; Intersection depth calculations against down-hole depth markers; Sampling intervals, numbering and depth calculations. Some non-material depth and sample length discrepancies were encountered; however, no significant errors or omissions were found in the received Sable database output and the integrity of the database was considered to be good. 3.6 Geology of the Booysendal Platinum Project The Booysendal Platinum Project is underlain by the Upper Critical and Main Zones of the Bushveld Complex. These zones host the platiniferous Merensky and UG2 Reefs. The mineralized layers dip at 10 to 12 to the west, some 8km to the western boundary of Mining Licence 19/2003. At this point, the UG2 Reef is estimated to be at an elevation -400mamsl or 2 200m below surface. Completed exploration work has identified a regional-scale UG2 Reef slump structure in the northern part of Buttonshope which has been termed the Buttonshope Slump (Slump) based on the Merensky to UG2 Reef isopach. The Slump area has Merensky to UG2 Reef isopachs in excess of 200m whereas the norm is approximately 170m. Further interpretative work has been completed by The Mineral Corporation by detailed logging of selective boreholes and a regional assessment of the floor rocks to the Mafic Phase of the Bushveld Complex. The Mineral Corporation have identified an inversion of the location of the UG2 Pyroxenite from above the UG2 Reef to below the UG2 Reef, a transgressive Merensky Reef with onlaping relationships towards the south and a thinning of the Critical and Marginal Zone rocks between the UG2 Reef and floor rocks (Steenkampsberg Quartzite Formation) from 600m to approximately 200m in the south of Buttonshope. This has led The Mineral Corporation to conclude that, in the southern portion of Buttonshope, the Upper Critical Zone rocks have abutment characteristics. Experience of similar situations in other parts of the Bushveld Complex leads The Mineral Corporation to conclude that this abutment area is likely to have lower tenor mineralization of the UG2 and possibly Merensky Reef. Also, the degree of magmatic disruption is likely to be higher than in the northern areas. The areas north of the abutment are likely to have normal Merensky and UG2 Reef mineralization with less magmatic disruption. A structural plan biased towards a tectonic interpretation for the UG2 Reef structure contours has been completed by The Mineral Corporation. The UG2 Reefs are interpreted as tabular layers dipping at 10 to the west from the outcrop position on the western flank of the Groot Dwars River Valley. In general, the reefs in the northern portion of the Project area are interpreted as having consistent strike and dips (10) and relatively uncomplicated structure. In the southern portion, the reefs have a less consistent strike and dip. The UG2 Reef is affected by the Buttonshope Slump and proximity to the floor rocks in the south. Three persistent dyke orientations have been identified by previous work. Two northeasterly trending dyke swarms are identified and the dykes within the swarms vary in thickness from less than 5m up to 25m. Dips tend to be steep, particularly near surface, but dyke intersections in boreholes indicate that shallower dips may be encountered at depth. Three fault structures have been identified which may influence mining. The north-south striking St George Fault has been inferred from information on the Der Brochen Project, where fault displacements of 35m to 45m have been confirmed by drilling. The displacement on the likely extension of this fault into the western portion of the Booysendal Platinum Project has not yet been confirmed by drilling, and will not affect mining activities for many decades. In the northern portion of Booysendal a northwesterly oriented fault bisects the area and will affect the early mining phase. The location of this fault is confirmed by an offset of one of the dykes in the easterly dyke swarm. The major fault within the Booysendal Platinum Project is a west of northwesterly oriented graben structure with an interpreted 100m vertical displacement. This is interpreted from the UG2 Reef drilling data and an offset of one of the westerly dyke swarm dykes. The location of this graben

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structure is coincident with the abutment formed by the floor rocks. Immediately south of the graben structure, close to the outcrop, a dome structure is revealed with dips of 30. It is possible that this is related to the proximity of the floor rocks, 200m, in this location interpreted from the 1:250 000 (Council for Geosciences, 1986) geological map of the area. It is also likely that the dykes in the Booysendal Platinum Project are likely to have displacements of circa <10m. Construction of a geological cross section indicates the regular dip of the layers, and scrutiny of the grades of the Merensky and UG2 Reefs in select boreholes suggests downdip grade continuity.

3.6.1 Merensky Reef

The Merensky Reef is hosted in the fine to medium grained Merensky Pyroxenite and contains base metal sulphide mineralization that is macroscopic in character. The completed drilling indicates that the Merensky Reef width, from top to basal chromitite layers, varies from less than 1.0m to as much as 6.5m, but is usually 4.0m in width. The important PGE mineralization is associated with the upper chromitite layer, thus an assay cut-off is applied in many instances to the bottom limit and mineralization generally occurs above the upper chromitite layer for 20 to 30cm. The footwall to the Merensky Reef is a poikilitic anorthosite of variable width (but usually 10m thick) that overlies a succession of norites and leuconorites. Some 30m below this sequence, a well defined mafic norite layer may be a useful marker layer for pothole prediction in the northern part of Booysendal. A plot of the Merensky Reef PGE contents indicates that there is a marked reduction towards the south. The location of a boundary defining a southern Abutment Facies and a northern Normal Facies of the Merensky Reef is located close to the pyroxenite inversion boundary defining the abutment area for the UG2 Reef.

3.6.2 UG2 Reef

The Main UG2 Reef is usually a single thick chromitite layer that is sometimes separated into an upper Leader Chromitite and a lower UG2 Chromitite by a narrow pyroxenite parting. The Leader chromitite has a Pt:Pd ratio greater than 3:1, while the lower UG2 Chromitite has a Pt:Pd ratio below 3:1. The Main UG2 Reef is overlain by a poikilitic feldspathic pyroxenite and a series of thin chromitite layers, collectively termed the Triplets. In most instances, the Triplets are located more than 1m above the top contact of the UG2 Reef. Scrutiny of a plot of the UG2 Reef mineralized cut widths indicates that there is a thicker UG2 Reef area associated with the slump and its flanks that continues into the abutment area. This degenerates into thinner reef further southwards in the abutment area. Thus, the UG2 Reef can be considered to be confined to three facies areas, the Normal Facies in the North, the Slump/Wide Reef Facies in the central portion of the Booysendal Platinum Project and the Abutment Facies in the far south. 4. MINERALIZATION VERIFICATION BY THE MINERAL CORPORATION Selected sample pulps were requested from Anglo Platinum and supplied to The Mineral Corporation and were re-assayed as an independent check verification by SGS Lakefield Research Africa (Pty) Ltd (SANAS Certificate T0169, ISO/IEC 17 025). These results are not intended to be an analytical quality or control measure, but permits The Mineral Corporation to declare that the Booysendal Platinum Project is underlain by platiniferous material.

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5. THE MINERAL CORPORATIONS VALIDATION OF ANALYTICAL QUALITY CONTROL AND ASSURANCE The Mineral Corporation scrutinized analytical data for the Booysendal Platinum Project, supplied by Anglo Platinum, to review the quality control (QC) procedures employed by Anglo Platinum and the analytical laboratories where the assays were completed. Anglo Platinums primary analytical laboratory is AARL and duplicates were analysed at the independent laboratory of Genalysis, Australia. The analytical method employed for the precious metals (Pt, Pd, Rh and Au) is fire assay with nickel sulphide collection and ICP-MS finish. This method is considered to be appropriate for the precious metals and applicable to the concentration levels of these elements in the Bushveld Complex. On the basis of this review, The Mineral Corporation concludes the following: Blank data has shown that 100% of the sample population returned values below detection limits; Twin Stream results from AARL are acceptable and are within the industry norm; Standards submitted to AARL have returned acceptable, industry norms, for Pt and Pd, with the normal high % Deviations for Au; Standards used by AARL for internal QC have returned acceptable QC results for three batches supplied to The Mineral Corporation. Au appears to have been under-reported in one of the three batches; Standards used by Genalysis for internal QC have returned acceptable QC results, except for Au which has given poor results; Correlations for duplicates between AARL and Genalysis are acceptable for Pt, Pd and Rh. Au correlations are poor; and, Due to the relative importance of Pt, Pd and Rh, compared to Au, the database may be accepted and employed for Mineral Resource Estimates. 6. MINERAL RESOURCES 6.1 Evaluation cuts Composites of the reef intersections have been generated within DataMine. To determine the evaluation cut for the Merensky Reef a 1.0 PGE (4) g/t cut-off was taken around the upper chromitite layer and a minimum width of 100cm was calculated at each intersection downwards. In the case of the UG2 Reef, a minimum evaluation cut of 100cm was considered from the basal contact of the UG2 Main chromitite layer. In the cases where the Triplets have a silicate layer of more than 50cm above the evaluation cut and the mineralization of the Triplets does not warrant consideration, then these are not considered. In the cases where the silicate inter-layer is less than 50cm, then the Triplets are included in the evaluation cut irrespective of mineralization tenor. 6.2 Evaluation The Mineral Corporation has independently evaluated the Merensky and UG2 Reefs based on the database of intersection data provided by Anglo Platinum. Scrutiny of some of the intersections logged and cross referencing to hardcopy prints of the borehole logs indicated that the database provided by Anglo Platinum could be used for Mineral Resource estimation. The facies boundaries were employed as a constraint to the estimations, i.e. only data within a boundary was used to estimate blocks within the boundary. De-clustered averages based on the various deflections per borehole were used and not the individual deflections. 6.3 Merensky Reef evaluation The geological interpretation as previously described was employed as a backdrop to the Merensky Reef Mineral Resource estimates. A block model of 500 x 500m was erected by The Mineral Corporation and split into sub-cells of 10 x 10m to obtain better resolution along the farm, facies boundaries and outcrop locations. The PGE (4) content, tonnage and width distributions were modeled by The Mineral Corporation, as the driver of the Transaction is the contained PGE (4) ounces. Variography was conducted on the three regionalized variables (g/m2, t/m2, and m) for the two facies areas.

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The search parameters invoked in the modeling of the Merensky Reef was completed in two passes. The first pass was at the variogram range with a minimum number of samples at 4 and the maximum at 25. The second pass was at 20 times the variogram range with a minimum number of samples at 4 and the maximum at 50. This was completed in this manner in order to estimate the Inferred Mineral Resources distant from the well informed data (first pass). The average distance from the deepest Merensky Reef intersections to the western boundary of the Booysendal Platinum Project is approximately 4 000m. Considering the large range for the PGE (4) contents, identification of the Abutment Facies and practices within the industry, the identification of the Inferred Mineral Resources in this manner is deemed acceptable. 6.4 UG2 Reef evaluation The evaluation of the UG2 Reef was completed in much the same manner as applied to the Merensky Reef. Pertinent aspects of the UG2 Reef ore body are described in the following commentary. The increasing t/m2 towards the south is concomitant with an increasing evaluation cut width from 1.26m (Normal Facies) to 1.78m (Abutment Facies). There is, however, an inverse relationship between the average t/m2 and density; Normal Facies density is 3.92t/m3, Slump Facies density is 3.80t/m3 and the Abutment Facies density is 3.76t/m3. This relationship is not unexpected as there is an increase in the internal silicate of the chromitite layers towards the south. Variography was conducted on the three regionalized variables (g/m2, t/m2, and m) for the three facies areas and anisotropic variograms were identified for the Normal and Slump facies with west-east orientation of the long axis. The search parameters invoked in the modeling of the UG2 Reef was completed in two passes. The first pass was at twice the variogram range with a minimum number of samples at 4 and the maximum at 25. The second pass was at 20 times the variogram range with a minimum number of samples at 4 and the maximum at 50. This was completed in this manner in order to estimate the Inferred Mineral Resources distant from the well informed data (first pass). The average distance from the deepest UG2 Reef intersections to the western boundary of the Booysendal Platinum Project is approximately 4 500m. Considering the identification of the Normal, Slump and Abutment Facies and practices within the industry, the identification of the Inferred Mineral Resources in this manner is deemed acceptable. 6.5 Geological losses applied by The Mineral Corporation The Mineral Corporation is in accord with the geological losses (23%) applied by Anglo Platinum for the Merensky Reef, as the Abutment Facies of the Merensky Reef is found to be below the cutoff PGE (4) grade (Section 6.6) and is completely excised from the Mineral Resource statement. The Mineral Corporation is in accord with a 24% geological loss applied by Anglo Platinum to the Normal UG2 Reef Facies. However, a 28% geological loss is applied to the Slump Facies. The UG2 Reef Abutment Facies is also noted to have serious structural challenges and, thus, it would be appropriate to apply a 40% geological loss factor to this area based on an increase in the rolling, pot-hole and faulting components of geological losses. 6.6 Application of a cut-off grade The Mineral Corporation have applied a cut-off grade of 2.5 PGE (4) g/t for both the Merensky and UG2 Reefs.

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6.7

Classification of mineral resources The Mineral Corporation has employed an amended classification method for the Measured, Indicated and Inferred categories based upon those proposed by Mwasinga (2001). The kriging efficiency [(block variance kriging variance)/(block variance)] has been used, as well as scrutiny of the results in order to obtain an overall classification of the Mineral Resources. Measured blocks are required to have a kriging efficiency for both the g/m2 and t/m2 of >0.7 . Indicated blocks are required to have a kriging efficiency for both the g/m2 and t/m2 of >0.3. Inferred blocks have a kriging efficiency of <0.3 and are also those estimated by the second pass as discussed in Section 6.3 and 6.4. For blocks where the kriging efficiencies of the two variables leads to different classifications, the lower status classification takes precedence. Figures 3 to 6 contain the results of the Datamine modeling for both the Merensky and UG2 Reefs for the resulting PGE (4) grade (g/t) and classification of Mineral Resources. Figure 3: Merensky Reef block model of PGE (4) g/t

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Figure 4: UG2 Reef block model of PGE (4) g/t

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Figure 5: Merensky Reef classification of mineral resources

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Figure 6: UG2 Reef classification of mineral resources

6.8

Mineral resource statement The Mineral Corporation has estimated the Mineral Resources over the Booysendal Platinum Project based on a larger data set than that available to Anglo Platinum. Also the Anglo Platinum geological model for the UG2 Reef at the time of evaluation (May 2007) had not been completed. Thus, the Mineral Resources now identified are likely to be significantly different. The Mineral Resources that have been estimated by The Mineral Corporation are provided in Table 1.

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Table 1: Booysendal Platinum Project Mineral Resource Statement (The Mineral Corporation)
Mineral Resources Statement Booysendal Sub-Area Ore Body Merensky Reef Merensky Reef Merensky Reef Merensky Reef Classification Measured Indicated Inferred All Tonne (M) 30.816 38.885 196.743 266.444 PGE (4) grade (g/t) 4.27 4.05 4.33 4.28 Contained PGE (4) (Moz) 4.234 5.060 27 .371 36.665

UG2 Reef UG2 Reef UG2 Reef UG2 Reef

Measured Indicated Inferred All

16.996 60.219 340.895 418.110

3.68 3.97 4.31 4.24

2.013 7 .694 47 .278 56.984

All All All All

Measured Indicated Inferred All

47 .812 99.104 537 .638 684.554

4.06 4.00 4.32 4.26

6.247 12.754 74.648 93.649

Mineral Resources Statement Booysendal Extension-Area Ore Body Merensky Reef Merensky Reef Merensky Reef Merensky Reef Classification Measured Indicated Inferred All Tonne (M) 5.103 4.500 17 .428 27.030 PGE (4) grade (g/t) 4.95 4.93 5.03 5.00 Contained PGE (4) (Moz) 0.812 0.713 2.816 4.342

UG2 Reef UG2 Reef UG2 Reef UG2 Reef

Measured Indicated Inferred All

1.703 5.277 25.005 31.985

5.20 5.50 5.27 5.31

0.285 0.933 4.238 5.456

All All All All

Measured Indicated Inferred All

6.806 9.777 42.432 59.015

5.01 5.24 5.17 5.16

1.097 1.647 7 .054 9.798

7.

METALLURGY Metallurgical test work has been completed as part of an incomplete pre-feasibility study. Twenty three UG2 Reef samples from the Der Brochen Project farms St George, Richmond, Der Brochen and Helena, as well as four Merensky samples from Der Brochen and Helena have been tested. For the Merensky Reef, platinum recoveries range from 84% to 97% and palladium recoveries from 83% to 98%. No results from the UG2 Reef test work were available for inclusion in this report.

8. ENVIRONMENTAL ASPECTS 8.1 Environmental authorization The Mineral Corporation understands that prospecting work on Mining Licence 19/2003 commenced under the aegis of the original EMP for the combined Der Brochen and Booysendal Platinum Projects. In June 2003, the DME approved the draft EMP submitted by Micawber for the Booysendal Mine. This EMP is supported by a financial guarantee for the rehabilitation of land disturbed by mining for R14 500 000 issued by Standard Chartered Bank in December 2007 . The new order prospecting rights on Johannesberg 45 JT (Protocol No. 003/2005) and Sheeprun 50 JT (Protocol 004/2005) both have DME-approved EMPs. The approval dates for both these rights was 2 June 2005. The financial provisions in the approved EMPs are R35 000 for Sheeprun 50 JT and R140 000 for Johannesburg 45 JT. Both are funded by bank guarantees deposited with the DME.

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8.2

Environmental liability drilling Currently, the environmental liability is limited to minor disturbances of a few sites used for exploration drilling. No cost assessment of this liability has been done, nor is it considered necessary. All drilling contracts specify that the contractor is required to comply with all the environmental measures specified in the EMPs. This liability extends to the final rehabilitation of the site. All environmental costs, including site establishment, operational and rehabilitation costs are therefore included in the drilling contract price. There is a risk that, if the contractor fails to comply fully with all its environmental obligations, residual liabilities remain the responsibility of the mineral title holder.

8.3

Financial provision According to the Minerals Act (1991), the holder of a prospecting permit is required to make financial provision for the rehabilitation costs. In the case of the Project, the drill road construction and rehabilitation is dealt with on an annual basis and forms part of the exploration budget.

9. A MARKET REVIEW OF PLATINUM GROUP ELEMENTS AND NICKEL Sustained diesel car sales in Europe can be expected to support platinum demand in this region for diesel catalysts over the next several years. As emissions regulations in China, Europe, Japan, and other parts of the world are tightened to control particulate emissions, higher average platinum loadings on catalysts, especially on light-duty diesel vehicles, are anticipated. Developments in fuel cell technology will continue to support platinum and palladium demand. The nickel market has entered a period of increased volatility after a substantial increase in nickel price in the first half of 2007 The cash price, which had surpassed US$54 000 per tonne on May 16 2007 declined . , substantially to a low of US$31 800 per tonne on July 17 equivalent to a drop of 40%. Although the fundamentals of the nickel market remain sound, volatility in the price is likely to continue for some time. 10. INDICATIVE VALUATION The Mineral Corporation presents a guideline through three valuation methods on an indicative basis of the contained PGE (4) ounces for the Booysendal Sub-Area. The Booysendal Extension-Area is viewed as impaired at this stage as the Mineral rights are not now in the hands of Micawber and are thus not considered in this valuation. These three methods are in accord with the latest draft of the SAMVAL Code (2007) and International Valuation Standards Committee (2005) that indicate for exploration properties, the best valuation technique is a sales comparison. The Mineral Corporation does not favour either one of the methodologies described and it can be seen from the information provided below that the three methods of valuation of the Projects attributable contained PGE (4) ounces demonstrate a wide range of indicative values. This wide variation can be interpreted as containing low, mid and upper indicative value ranges. According to the valuation codes the application of a DCF methodology can only be applied once a pre-feasibility study has been completed. A total of 93.6Moz of PGE (4) has been identified for the Booysendal Sub-Area by The Mineral Corporation of which 93.6Moz, attributable to Micawber, are to be purchased by Northam. The Mineral Corporation provides indicative values in US Dollar terms for the contained PGE (4) ounces in the following commentary. 10.1 Indicative Valuation Method 1 (comparative sale) Two benchmarks for comparative sale transactions have recently been completed. In the first transaction, Wesizwe Platinum Limited (Wesizwe) has purchased the 26% interest of Africa Wide Mineral Prospecting and Exploration (Pty) Limited (Africa Wide) in the Western Bushveld Joint Venture (WBJV) while, in the second transaction, Lonmin plc acquired the Akanani Project from AfriOre Limited (AfriOre). The Mineral Corporation notes that, while this comparative analysis perforce assumes that the transaction values reflect only the platinum interests in each case, these transactions encompass platinum projects in a similar state of development as the Booysendal Platinum Project. Wesizwes R650 million acquisition of Africa Wides attributable 4.014 million PGE (4) ounces equates to US$26.13 per ounce of weighted Measured and Indicated contained PGE (4) metal. It should be noted that from data published by Van der Merwe and Erasmus (2006), an Inferred PGE (4) ounce is only worth approximately 52% of a Measured and Indicated ounce. Lonmin plcs

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acquisition of AfriOre and its interest in the Akanani Project represents a transaction value of US$11.56 per Inferred PGE (4) ounce for the 33.7 million PGE (4) ounces acquired for US$389 million. 10.2 Indicative Valuation Method 2 (comparative share trading prices equal weighting) The Mineral Corporation maintains a database of platinum exploration companies and uses this to provide valuation information to various clients. The updated database of 21 January 2008 has been scrutinised and five exploration companies that are presently active in the South African platinum sector that are of similar stature to the Booysendal Platinum Project have been selected to provide valuation information. It should be noted that the Anooraq data is post the September 2007 announcement that Anooraq will be purchasing 51% of Lebowa Platinum Mines and increasing its interest to 51% in the Ga-Pasha, Boikgantsho and Kwanda Projects. Examination of the market capitalizations and attributable PGE(4) mineral resources of each company informs the estimation of a notional value per PGE(4) ounce, These findings are tabulated in Table 2. Table 2: Exploration Companies Market capitalization
Exploration company Anooraq Nkwe Ridge Platmin PTM Weighted attributable ozs 26 967 731 8 500 611 21 092 908 61 990 000 17 020 000 Share price (R) 24.00 5.70 14.99 19.72 56.33 Number of shares (R) 148 220 000 155 150 000 90 728 000 532 271 321 93 089 353 Market capitalisation (R) 3 557 280 000 884 975 600 1 360 439 142 10 494 740 409 5 244 095 612 Value/oz oz 132 104 64 169 308 Value per PGE(4) (US$) 17 .95 14.17 8.78 23.04 41.93

* Normalised to Measured and Indicated Mineral Resources.

This analysis assumes that cash reserves and other non-PGE assets within these companies are insignificant with respect to market capitalization. In this methodology each dollar value per ounce has equal weighting to arrive at the averages and confidence limits. 10.3 Indicative Valuation Method 3 (comparative share trading prices ounce weighting) This method is based on the data presented in Table 2, but the mean and confidence limits are weighted by the PGE (4) contained ounces for each company. 10.4 Indicative Valuation discussion The indicative valuation methodologies presented in Sections 10.1, 10.2 and 10.3 illustrate the three different approaches which permit low, mid and upper indicative valuations for the Booysendal Sub-Area. Table 3 presents the interpreted indicative value ranges from R9.429 billion to R11.150 billion estimated using Method 1 (Comparative Sale) with a mean of R10.289 billion. Table 3: Method 1 Interpreted indicative value ranges using method 1 (7.35=$1)
Total PGE(4) Moz 19.001 74.648 93.649 PGE(4) Moz attributable 19.001 74.648 93.649 Mean price $ 24.11 12.62 14.95 Upper price $/oz 26.13 13.67 16.20 Lower price $/oz 22.09 11.56 13.70 Upper Lower value value Rbillion Rbillion 3.648 7 .502 11.150 3.085 6.344 9.429 Mean value Rbillion 3.367 6.923 10.289

Classification Measured and Indicated Inferred Total

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Table 4 presents the Booysendal Sub-Area indicative valuation results arising from the application of the Method 2 (Comparative Share Trading Prices Equal Weighting) analysis. Given the range in value per PGE (4) ounce ascribed by the market valuations in Table 2, upper and lower confidence limits at the 90th percentile based on classical statistics have been used to provide upper and lower estimates of the valuation around the mean and are presented in Table 4. These range from a lower 90% confidence limit estimate of R4.131 billion to an upper 90% confidence limit estimate of R13.934 billion with a mean of R9.035. Table 4: Method 2 Interpreted indicative value ranges using Method 2 (R7.35=$1)
U 90% Confidence limited Price $/oz 32.66 17 .10 20.25 L 90% Confidence limited price $/oz 9.68 5.07 6.00

Classification Measured and Indicated Inferred Total

Total PGE(4) Moz 19.001 74.648 93.649

PGE(4) Moz attributable 19.001 74.648 93.649

Mean price $ 21.17 11.08 13.13

Upper Lower 90% 90% Mean value value value Rbillion Rbillion Rbillion 4.561 9.378 13.939 1.352 2.779 4.131 2.956 6.079 9.035

Table 5 presents the Booysendal Sub-Area indicative valuation results arising from the application of the Method 3 (Comparative Share Trading Prices Ounce Weighting) analysis. Given the range in value per PGE (4) ounce ascribed by the market valuations in Table 2, upper and lower confidence limits at the 90th percentile have similarly been estimated to display the range in values that could be associated with this method of valuation. A range from a lower 90% confidence limit estimate of R1.726 billion to an upper 90% confidence limit estimate of R16.728 billion with a mean of R9.227 billion. Table 5: Method 3 Interpreted indicative value ranges using method 3 (R7.35=$1)
U 90% Confidence limited Price $/oz 39.20 20.52 24.31 L 90% Confidence limited Price $/oz 4.05 2.12 2.51

Classification Measured and Indicated Inferred Total

Total PGE(4) Moz 19.001 74.648 93.649

PGE(4) Moz attributable 19.001 74.648 93.649

Mean price $ 21.62 11.32 13.41

Upper Lower 90% 90% Mean value value value Rbillion Rbillion Rbillion 5.473 11.255 16.728 0.565 1.161 1.726 3.019 6.208 9.227

Based on the foregoing, The Mineral Corporation suggests that as the mean of the mean values for each method is located within the upper and lower valuations (Figure 7) the indicative valuation estimate for the Booysendal Sub-Area of R9.517 billion is justified. This has an average price per PGE (4) ounce of approximately $13.83. Figure 7: Valuation ranges and means for each method of valuation

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11. EXPLORATION EXPENDITURES Exploration expenditures on the Booysendal Platinum Project for the period 2003 to 2007 are contained in Table 6. Table 6: Summary of exploration expenditure (source: Anglo Platinum) 2007 R Opening balance Exploration costs capitalised Interest capitalised Closing balance 37 066 636 1 569 357 2 382 413 41 018 406 2006 R 25 060 818 8 698 817 3 307 001 37 066 636 2005 R 15 400 611 7 566 898 2 093 309 25 060 818 2004 R 9 375 458 5 062 235 962 918 15 400 611 2003 R Nil 8 864 044 511 414 9 375 458

The Mineral Corporation understands that the Project exploration drilling programme is currently ongoing as part of a pre-feasibility study. Anglo Platinum anticipates that the completion of the pre-feasibility study and a proposed next drilling phase of 22 boreholes will require an exploration budget of between R15 million and R20 million. The Mineral Corporation considers this an appropriate work programme and budget proposal for the next phase of the Booysendal Platinum Project. The historical exploration costs by Micawber can be considered the sunk costs to derive the current Mineral Resources. Yours faithfully

DAVID YOUNG Director

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ANNEXURE 12

EXECUTIVE SUMMARY OF COMPETENT PERSONS REPORT ON THE NORTHAM MINE

The Directors Northam Platinum Limited 1st Floor, 1A Albury Park Magalieszicht Avenue Dunkeld West Johannesburg, 2196 25 April 2008 Ladies and Gentlemen COMPETENT PERSONS REPORT ON THE NORTHAM PLATINUM MINE EXECUTIVE SUMMARY 1. INTRODUCTION Mineral Corporation Consultancy (Pty) Limited (The Mineral Corporation) has been commissioned by the Directors of Northam Platinum Limited (Northam) to prepare a Competent Persons Report (CPR) in connection with the proposed acquisition of the Booysendal Platinum Project by Northam from Mvelaphanda Resources Limited (Mvela Resources) for shares in Northam. This report principally comprises a techno-economic appraisal of the Northam Platinum Mine (the Northam Mine) which is described in detail herein and has been prepared by The Mineral Corporation in order to satisfy the requirements of a CPR as set out in Section 12 of the JSE Listings Requirements (Issue 3). This report was prepared by The Mineral Corporation and the Mineral Resources are signed off, according to the SAMREC Code, by Mr David Young, a Director of The Mineral Corporation. The Mineral Corporation operates as an independent technical advisor and consultant, providing mineral resource evaluation, mining engineering and mine valuation services to the mining industry. The Mineral Corporation has received, and will receive, professional fees for its preparation of this report. However, neither The Mineral Corporation nor any of its directors, staff or sub-consultants who contributed to this report, has any material interest in Northam or the assets reviewed. The Mineral Corporation has independently assessed the exploration data of Northam by reviewing pertinent data, including mineral rights data, drill-hole core, drill-hole logs and assay results, as well as geophysical data. All opinions, findings and conclusions expressed in this report are those of The Mineral Corporation and are based on information provided by Northam. These opinions, findings and conclusions reflect various techno-economic (commodity prices, currency exchange rates, consumer price indices and other) conditions prevailing as at February 2008, as well as interpretations based on limited data. These conditions and interpretations can change significantly over a relatively short period of time with new information and, as such, the information and opinions contained in this report may also be subject to change. The Northam Mine is situated in the Magisterial District of Thabazimbi in the Limpopo Province of the Republic of South Africa, some 200km northwest of Johannesburg. The Northam Mine has been in production since 1993 after a 7-year shaft sinking and development phase. It originally formed part of the Gold Fields of South Africa (GFSA) group of companies. Northam was listed on the JSE in 1987 and was unbundled from GFSA in 2000.

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2. TENURE Northam is a listed company on JSE Ltd, with approximately 22.3% of the shares owned by the Anglo Platinum Limited, approximately 21.6% by Mvela Resources and the remaining shares are free-float. Two old order Mining Licences are held over Northam as depicted in Figure 1. Figure 1: Plan depicting the Mineral Right and Mining Lease Areas held by Northam

Mining Licence 8/98 for Precious Metals (Pt, Pd, Rh, Ru, Ir, Os, Au and Ag) over the properties shown in Figure 1 has been expanded to include base metals and all minerals in the conversion application. The original Environmental Management Plan (EMP) for Mining Licence 8/98 was approved on the 4 September 1998. Further amendments were approved on 21 August 2000, 15 March 2004 and 10 August 2005. Mining Licence 1/2000 for Platinum Group Metals (Pt, Pd, Rh, Ir, Ru, Os) and Associated Base Minerals over the properties is shown in Figure 1. The EMP for Mining Licence 1/2000 was approved, in the form of an amendment, to the EMP approved for mining licence 8/98 and was further amended on 21 August 2000, 15 March 2004 and 10 August 2005. Northam lodged two applications for conversion of both the above old order mining licences on 3 April 2006 with the DME Limpopo Region office in Polokwane and The Mineral Corporation understands from Northam that there are no legal proceedings that could hamper the execution of its mining plans.

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3. GEOLOGY The Northam Mine is located in the north-eastern segment of the Western Limb of the Bushveld Complex. The geology of this sector of the Bushveld Complex is complex, with the Lower, Critical and Main Zone rocks being overlain by the Upper Zone rocks, which transgress and appear to truncate the abovementioned zones to the north and south. These Gap areas define the limits of development of the Critical Zone and thus dictate the location of mining operations. The Northam Mine is situated to the north of the northern Gap area, immediately down dip of Anglo Platinums Amandelbult Platinum Mine. The area is additionally marked by variations of regional pothole facies. Only the south-western portion of the Northam mining authorization is currently exploited. The limited drilling and exploration data to the east of the Middellaagte Graben indicates that this area is highly potholed and, although the Merensky Reef can be identified, no Mineral Resources are reported. The strike and dip of the Merensky and UG2 Reefs are relatively constant in the area (excepting the transitions between facies). The average strike is approximately N050E with a dip of between 17 and 22 to the southeast. The two horizons occur at depths between 1 300 and 2 365m (2 to 18 Level, the lower limit being confirmed by surface drilling. The geological structure at the Northam Mine is dominated by a series of northwesterly-trending fault and fracture zones and Pilanesberg dykes. The major faults are normal, with displacements in the order of tens of metres. The two largest dykes intersecting the mining lease are the Big John Dyke which is located in the western-most part of the current mining lease and the Little John Dyke which cuts through the eastern edge of the shaft pillar. The major structural features are normally water bearing. 3.1 Merensky Reef Geology At the Northam Mine and to the west of the Middellaagte Graben, the Merensky Reef consists of two chromitite bands straddling a stratiform zone of pegmatoidal feldspathic pyroxenite which locally may be harzburgite. The upper chromitite layer is known as the Merensky Chromitite and is overlain by the Merensky Pyroxenite which in turn is overlain by the Merensky Norite The , . lower chromitite overlies the footwall anorthosite of the lower footwall unit. Generally, PGE mineralization shows a bimodal distribution, with the highest PGE grades developed around the chromitite layers. The maximum PGE grades are typically associated with the Merensky Chromitites. Sulphide and PGE mineralization is also present within the lowermost parts of the Merensky Pyroxenite, as well as within the pyroxenite/harzburgite pegmatoid zone between the two chromitites. The PGE grade and the sulphide content drops abruptly into the footwall anorthosites. The Merensky Reef in the Northam area is classified as the Zwartklip Facies and is broadly analogous to the Rolling Reef sub-facies encountered in the Rustenburg area. It has been broadly defined into two facies types, namely Normal Merensky Reef and a Regional Pothole Reef. The Normal Merensky Reef is the classic variety consisting of two chromitite stringers separated by a coarse-grained feldspathic pyroxenite. This reef may be further subdivided depending on the degree of down-cutting into various footwall lithologies. There are essentially three sub-facies of the Pothole Reef: NP2 Reef is a single chromitite stringer separating the Merensky Pyroxenite from the underlying mottled anorthosite footwall, locally known as the Footwall Marker. The NP2 Reef becomes less abundant to the west of the mine due to the westerly thinning of the Footwall Marker. P2 Reef is the dominant sub-facies within the Regional Pothole Facies. It occurs where the Merensky Reef is transgressive to the elevation of the Pseudo Reef horizon, being largely made up of harzburgites. This reef type is further divided into two sub-facies, namely an east sub-facies (P2E) and a west sub-facies (P2W). Footwall P2 (FWP2) Reef is defined as the areas where the P2 Reef transgresses the Pseudo Reef horizon and stabilizes in the footwall. This reef tends to roll and undulate, transgressing footwall horizons and has been difficult to exploit. Transitional Reef occurs at the transition zone between the Normal Reef facies and is transgressive to various footwall horizons. There is generally no chromitite stringer developed and, thus, the PGE(4) grades are considerably lower than other facies. Due to the changing elevation of the mineralized zone and the considerably lower grades, this facies is generally not mined.

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3.2

UG2 Reef Geology The UG2 Reef occurs between 38m and 20m below the Merensky Reef and displays more consistent characteristics than those of the Merenksy Reef, with lesser reef disturbances. As a result, the UG2 Reef is not currently subdivided into different facies. The UG2 Reef unit at Northam Mine is represented by a basal massive poikilitic chromitite (80cm to 100cm) and two thin hangingwall poikilitic leader seams (12cm to 20cm) with a chromititic poikilitic pyroxenite middling. The combined package measures between 130cm and 150cm in width. A third 1cm thick leader is occasionally present. UG2 Reef mining has historically been limited to de-stressed areas underlying previously mined Merensky Reef. Furthermore, a full reef cut is mined, which enhances metal output, but reduces the overall grade.

4. MINERAL RESOURCES The basis of the Mineral Resource estimation is the underground sampling of the Merensky Reef and UG2 Reef and the identification of facies types. This data is created by the Geology and Survey Departments of Northam Mine. Three exploration and evaluation methods are used, namely surface drilling, underground drilling and underground channel sampling. A quality assurance and audit trail programme is in place to ensure the integrity of samples sent for analysis. Audits are in the form of random checks. These include but are not limited to: Sample quality and mass; Numbering sequence of samples; Flagging of high chromium content samples for laboratory identification; Verification of all samples to ensure that no samples are lost; and Validation of samples against the samplers field books.

The underground sampling procedure was audited by The Mineral Corporation and, apart from minor protocol transgressions, the sampling is viewed as providing an unbiased sample section through the ore body. The Northam analytical laboratories were also visited and the processes scrutinized. For the underground sampling and borehole material, a fire assay with a lead (Pb) collection method is employed by Northam Mine. This method allows the Pt, Pd, Rh and Au content to be measured with sufficient accuracy and precision for mineral resource estimates to be stated. Mineral resource tonnages and grades are in situ estimates. Grade values for Pt, Pd, Rh and Au are derived from assay results. Grade values for the accessory PGEs (Ir, Os, Ru), Ag and the base metals (Ni, Cu and Co) are estimated from historical production statistics. Given Northam Mines established production record and the depth of understanding of the Mineral Reserves and Mineral Resources, this is considered an acceptable methodology. The Measured and Indicated Mineral Resources are reported separately and include those Mineral Resources modified to produce Proven and Probable Mineral Reserves. All Mineral Resources and Reserves are quoted in terms of the SAMREC Code (2007). No surface Mineral Resources are identified. Grade (PGE(4)) estimations for all the various Merensky Reef types, as well as the UG2 Reef, are compiled using geostatistical techniques based on a two dimensional model (Table 1). Simple kriging is employed and the global mean is that of the descriptive statistics calculated for each reef type drawn from the GEOSAM database. A mining cut based on the different reef types is applied per reef type to conform to the required hangingwall width and stoping width.

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Table1: Mineral Resource Statement for Northam Mine (June, 2007) Category Measured Indicated Indicated Indicated Measured & Indicated Measured Indicated Indicated Indicated Measured & Indicated Measured Indicated All Categories Reef Merensky Merensky Merensky Merensky Merensky UG2 UG2 UG2 UG2 UG2 All All All Reefs Area Above 15 Level Above 15 Level 15 to 18 Levels Shaft Pillar All Above 15 Level Above 15 Level 15 to 18 Levels Shaft Pillar All All All All Areas Tonne (Mt) 2.23 18.95 12.26 1.80 35.24 2.02 40.77 8.92 2.14 53.85 4.25 84.84 89.09 PGE(4) Grade(g/t) 7 .75 7 .64 7 .29 7 .29 7 .51 4.89 4.89 4.89 4.90 4.89 6.38 5.90 5.93 Contained PGE(4)Moz 0.556 4.655 2.873 0.421 8.505 0.317 6.410 1.403 0.336 8.466 0.873 16.098 16.971

The UG2 Reef Measured Mineral Resource is an estimate of the in situ tonnage and grade (PGE(4)) that has been exposed through development, that is accessible for immediate exploitation and that is situated within de-stressed ground. Exposed UG2 resources situated in virgin ground are generally discounted. A Measured Mineral Resource block also requires that two data points are contained within the block. The remainder of the area to the limits of the mining authorization and above the 18 Level structure contour is classified as an Indicated Mineral Resource. The Mineral Corporation has independently verified the 2007 Indicated Mineral Resources estimated by Northam. 5. MODIFYING FACTORS All the factors that contribute to modifying the Mineral Resource tonnage and grade to a production head grade, as well as the pace of production, both in terms of mining and processing have been reviewed. The production schedule of Merensky and UG2 Reef, as well as the PGE (4) production, is contained in Table 2. This production schedule is based on the Northam Life-of-Mine plan that has been reduced by 11.5% to allow for the necessary energy saving requirements imposed on the mining industry by Eskom. Without the benefit of a re-newed mine plan The Mineral Corporation has taken a conservative view and capped the production at 88.5% of that planned in the financial model to yield approximately 300 000 ozs/year of PGE (4) for the period of the Life of Mine. This is in accord with recent statements made by Northam. Table 2: Northam Mine Life-of-Mine production schedule
Production Material Mined Merensky Reef Tonnage Merensky Reef Grade Ug2 Reef Tonnage Ug2 Reef Grade Total Tonnage Average Grade Metals Refined and Sold PGE (4) 2013 2017 1 317 5.70 903 4.20 2 220 5.09 299 259

Units kt/y PGE (4) g/t kt/y PGE (4) g/t kt/y PGE (4) g/t

Totals 19 408 5.76 25 585 4.20 44 994 4.87

2008 1 253 5.79 956 4.27 2 209 5.13 303 963

2009 1 221 5.82 956 4.24 2 177 5.13 295 903

2010 1 232 5.94 959 4.14 2 191 5.15 298 153

2011 1 255 5.93 959 4.18 2 214 5.17 302 397

2012 1 278 6.00 968 4.19 2 246 5.22 308 901

2013 1 317 5.70 903 4.20 2 220 5.09 301 301

oz/y 5 766 400

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A production rate of approximately 300 000 ounces of PGE (4) is planned for Northam over the next 20 years life-of-mine. Access to the Mineral Resources is via two vertical shafts (No 1 Shaft and No 2 Shaft) and a decline system. The decline shaft is currently connected to production Levels 12 to 14 with plans to extend the system down to 18 Level. The decline shaft rock handling capacity is 150ktpm and mining is successfully conducted using a breast-stoping method, employing hydro powered rock drills. Stope cleaning is undertaken using high pressure water-jets and gully scrapers, transporting broken ore to a conventional ore-pass system. Separate rock handling facilities exist to segregate Merensky Reef, the UG2 Reef and waste rock. For the Merensky Reef, the Mineral Resource grade is 7 .51g/t, while the forecast grade to the mill (including mud) is 5.70g/t. This represents a grade dilution of 24% which is typical of the platinum mining industry. The forecast dilution is validated by the extensive historical data base. For the UG2 Reef, the Mineral Resource grade is 4.89g/t, with an estimated grade delivered to the mill of 4.2g/t. While this 14% dilution is considered somewhat low for a conventional UG2 mining operation, Northam Mines production history validates this result. The principal support method in areas of Merensky Reef mining is a combination of backfill, pencil sticks, wedge props (in seismically active areas) and stope nets. In areas of UG2 Reef mining, the principal support comprises pencil sticks, wedge props (in seismically active areas), roof bolts, stope nets and strike pillars. In addition, where required in the UG2 Reef mining areas, full backfill is emplaced. Camlocks are used as temporary support between the last line of permanent support and the face on both reefs. No 1 Shaft is a downcast shaft, while No 2 Shaft is a bratticed shaft and acts as both a downcast and upcast shaft. The average mining depth is 1 700mbs which gives an average virgin rock temperature (VRT) of 57C. To mitigate this relatively high VRT, a refrigeration plant with 98% availability provides 7MW of cooling. The average actual operating cost for the past five years was R519/t, while the average operating cost forecast for the next five years is R614/t based on the lower production rates necessitated by the national energy saving requirements. A typical average operating cost in the industry for underground platinum operations is approximately R450/t milled, including processing and company overheads but excluding depreciation and off-mine costs such as transport and smelting. When benchmarked against the South African platinum mining industry, the cash operating costs at Northam Mine are at the upper end of the cost curve and are anticipated to remain there. From analysis of the documentation provided, the Northam Mine is still experiencing a relatively high turnover in professional and artisan manpower, which is resulting in critical skills shortages. In addition, the mine is experiencing difficulty in recruiting and retaining suitably qualified designated employees so as to meet planned employment equity targets. This situation is not unique to Northam Mine but, in the burgeoning South African mining industry, these challenges are compounded by the Northam-specific aspects of limited availability of housing and accommodation and the lack of adequate local secondary schooling. An incline (located around the 21 Line position) is currently being developed in the western portion of the mine. This incline system is developed from 2 Level and will top out on 0 Level. The incline will provide access to the Mineral Resource area between 2 Level and the lower Amandelbult boundary and west of the 23 Line. The P2 Reef targeted in this area is thought to have minimal pothole losses (on the basis of previous mining above 2 Level). Although a capital program and cash flow is scheduled in the mines budget, the Mineral Resource area above 1 Level has been excluded from the current LoM plan in accord with Northam Mines conservative approach as the incline is unlikely to be operational within two years. Another key Mineral Reserve replacement project is the sinking of a decline system from 12 to 18 Levels. This development should provide further access to the Normal Reef (based on current geological information). Other developments linked with the decline include an access to No 1 Shaft on 13 Level, a chairlift on the Merensky Reef and a material decline. Only the Mineral Resources above 15 Level are currently included in the LoM plan in accord with Northam Mines conservative approach as the decline is unlikely to be operational within two years. The Mineral Corporation concludes that the timely completion of these development projects should permit the planned increase in the proportions of P2 and Normal Reef to be mined. Ongoing capital expenditure (stay in business capital) is planned at 13% of total working costs for 2010 onwards and is in line with prevailing industry standards which average 8% for major scheduled overhauls or upgrades and 4% for normal ongoing capital expenditure. The purpose of this ongoing capital expenditure is to minimize any threats to the accomplishment of planned metal production targets.

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The processing facilities at Northam Mine enable recovery of 6 PGE (Pt, Pd, Rh, Ir, Ru and Os) plus gold (Au) and silver (Ag) (PGE(8)) concentrate in powder form, as well as copper cathode and crystallized nickel sulphate. The PGE (8) concentrate is transported to W C Heraeus GmbH & Co HG (Heraeus), a precious metal refinery located in Frankfurt, Germany where the material is toll refined. The Pt and Pd are then returned to the Heraeus Port Elizabeth plant for further refining. Nickel sulphate is sold to Impala Refining Services Limited in Springs or to the Rustenburg Platinum Refinery. Copper cathode is sold into the South African market. The tailings from the concentrator plants are either treated in the backfill plant for use as support in the underground mining operations or pumped directly to the tailings dam. The total percentage metallurgical recovery for the financial years 1993 to 2007 and forecast recovery for 2008 to 2012 is given in Figure 2. The anomaly seen for 2006 was due to toll treatment of third party concentrates. The Mineral Corporation concludes that the forecast figures reflect past performance and may be considered reasonable. Figure 2: Metallurgical recoveries

The processing capital cost estimate for 2007/2008 is R26.9 million for additions to the UG2 Concentrator that should effectively increase the concentrator capacity from 75ktpm to 100ktpm. It is significant to note that the total process is essentially single stream, with little or no capacity to continue operating in the event of failure of major equipment. This situation is managed by regularly monitoring the condition of key equipment and holding critical spares but does represent an aspect of risk. In terms of the MPRDA, Environmental Management Programmes approved in terms of Section 39(1) of the 1992 Minerals Act continue to remain in force. However, the Minister may at any time require that the EMPR be revised to bring it in line with the requirements of the MPRDA. Other than the rehabilitation and closure liabilities that have been defined for Northam Mine, there are no other significant contamination conditions at Northam Mine that would require remediation. Northam Mine does not have, nor does it need, any environmental authorizations under the ECA or NEMA. However, Northam Mine is currently operating without an approved water use licence, constituting a theoretical legal non-compliance regardless of the efforts by Northam Mine to have a licence in place prior to exemption expiring in December 2005. Northam Mine is participating in the Chamber-led initiatives with DWAF to ameliorate this circumstance. Since the water use licence application has not yet been approved, it is understood, from communication with DWAF that the , conditions of the old expired exemption still apply. In terms of the conditions of the exemption, Northam Mines total annual allowable water use is 15 058 075m3. According to the latest annual report, the total water consumption amounted to 17 467 437m3 over the last year, mainly due to increases in cooling water required in underground mining areas.

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Northam Mine has registration certificates for two scheduled processes at the smelter; one is for the selenium process and the other is for the roasting process. According to the 2006 Environmental Management Programme Audit, allowable selenium concentrations were exceeded in three months during the period February 2005 to December 2005. In terms of the second licence, sulphur dioxide (SO2) emissions were compliant with the licence conditions, with the highest value at 19.1tpd, still within the allowable 32tpd. Sulphur dioxide concentrations measured at various ground levels were reported to be compliant with South African guidelines. Regular water monitoring is undertaken and, although the dedicated industrial water dam exceeds certain water quality guidelines and shortcomings in the monitoring programme and were reported in the latest annual water assessment, no material issues or negative water quality trends were identified. A groundwater monitoring programme to measure the migration of the pollution plumes (mainly nitrates) at the waste rock dump, concentrator plant and tailings dam and the return-water dam has been developed and is being refined by the installation of further monitoring boreholes down dip. There is currently no indication of migration occurring. The policy of nil overflow of water to the Crocodile River has been maintained for the last four years. The only release of water to the Bierspruit has been treated sewage effluent (requested by DWAF) during months of high rainfall. The closure and rehabilitation requirements at Northam Mine are generally well defined and are updated on an annual basis. The 2007 calculations indicate closure and rehabilitation liabilities to be R68.148 million. Reportedly, financial provisions to date amount to R21.749 million and the balance in the Trust Fund is R18.920 million. Northam Mine has submitted the following statutory returns, in compliance with the applicable Labour Legislation: Employment Equity Report (EER); Income Differentials Report; The Workplace Skills Plan; The Annual Training Report. Modifying factors used in converting mineral resources into mineral reserves are based on historical performance. An internal ore accounting system is in place, which provides information on all sources of ore, in addition to dilution, that takes place in the ore flow from source to mill. The Planned Resource indicates the total extent of the in situ resources available over a given area of the mining lease. From this information, provision is made for stabilizing pillars which are necessary to manage the geotechnical characteristics of the orebody. Depending on the mining method adopted, this could result in sterilization of up to 15% of total resources. The data contained in Table 3 is a hypothetical example indicating the effect of various sources of dilution on the delivered mill head grade. The example is based on an initial Mineral Resource of 100 000t.

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Table 3: Hypothetical example indicating the effect of various sources of dilution on the delivered mill head grade Source of ore Mineral Resource Deduct 15% for pillars and other losses Total available Resource Block Factor 98% Add 7% Other Sources i.e. Extra H/W, F/W and gullies Sub-Total from Stopes Add 7% development reef Sub-Total All Reef Add 7% Shortfall (difference between measured tonne and tonne declared by the mill weightometer) Sub-Total Reef Tonne Hoisted MCF 95% Total tonnage milled Concentrator Recoveries 83.5% Down stream Recoveries 92.5% Saleable Metal Production 103 683 5.15 534 446 412 412 5 950 90 950 5 950 96 900 6 783 103 683 5.42 562 5.95 3.40 5.80 541 20.23 562 Tonnage (t) 100 000 15,000 85 000 Grade (g/t) 6.50 6.50 6.50 Metal Contained (kg) 650 97 .5 552.5 541.45

The method of converting Mineral Resources to Mineral Reserves is acceptable and the classification system is according to the SAMREC Code. Mineral Resources are reported inclusive of Mineral Reserves, i.e. the Mineral Reserves are drawn from the Mineral Resources. The declared Mineral Reserves of June 2007 for Northam Mine are included in Table 4: Table 4: Mineral Reserve Statement to 15 Level (June, 2007) Tonne (millions) MERENSKY REEF Proved Probable Subtotal UG2 REEF Proved Probable Subtotal Total 2.2 44.8 47.0 71.6 4.2 4.2 4.2 4.7 300 6 073 6 373 10 918 2.6 22.0 24.6 5.7 5.7 5.7 479 4 066 4 545 Grade (g/t) 3PGE+Au Metal (oz) 000s

Sustained diesel car sales in Europe can be expected to support platinum demand in this region for diesel catalysts over the next several years. As emissions regulations in China, Europe, Japan, and other parts of the world are tightened to control particulate emissions, higher average platinum loadings on catalysts, especially on light-duty diesel vehicles, are anticipated. Developments in fuel cell technology may also continue to assist platinum and palladium demand. The nickel market has entered a period of increased volatility after a substantial increase in nickel price in the first half of 2007 The cash price, which had surpassed US$54 000 per tonne on May 16 2007 declined . , substantially to a low of US$31 800 per tonne on July 17 equivalent to a drop of 40%. Although the fundamentals of the nickel market remain sound, volatility in the price is likely to continue for some time.

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6. INDICATIVE VALUATION A techno-economic model has been prepared from the mine production to the metals sold on an annualized basis in real terms. The results of this model are contained in the table of production, revenue and costs, Table 5: Table 5: Real terms DCF model of Northam Mine
Production Material Mined Merensky Reef Tonnage Merensky Reef Grade UG2 Reef Tonnage UG2 Reef Grade Total Tonnage Average Grade Metals Refined and Sold PGE(4) Silver Nickel Copper Cobalt ozs/y kozs/y tonne/y tonne/y tonne/y 5 766 400 303 963 6 1 125 665 8 295 903 6 1 102 651 8 298 153 6 1 111 656 8 302 397 6 1 127 667 8 308 901 7 1.145 678 8 301 301 6 1 156 690 8 299 259 6 1 156 690 8 Units kt/y PGE(4) g/t kt/y PGE(4) g/t kt/y PGE(4) g/t Totals 19 408 5.76 25 585 4.20 44 994 4.87 2008 1 253 5.79 956 4.27 2 209 5.13 2009 1 221 5.82 956 4.24 2 177 5.13 2010 1 232 5.94 959 4.14 2 191 5.15 2011 1 255 5.93 959 4.18 2 214 5.17 2012 1 278 6.00 968 4.19 2 246 5.22 2013 1 317 5.70 903 4.20 2 220 5.09 2014 2017 1 317 5.70 903 4.20 2 220 5.09

Revenue Platinum Palladium Rhodium Ruthenium Iridium Osmium Gold Silver Nickel Copper Cobalt Total State Royalties State Share of Profits Mine Revenues Costs Operating Costs Ongoing Capital Expenditure Total Costs Profits Before Tax Company Tax Dividend Tax Profits After Tax R (000s) R (000s) R (000s) R (000s) R (000s) R (000s) R (000s) R (000s) R (000s) R (000s) R (000s) R (000s) R (000s) R (000s) R (000s) R (000s) R (000s) R (000s) R (000s) R (000s) R (000s) R (000s)

% of Total 53.30% 1 977 594 1 789 577 1 667 400 1 691 732 1 728 771 1 686 338 6.35% 2.88% 0.52% 0.17% 0.92% 0.01% 5.54% 0.78% 0.06% 242 458 115 975 16 329 6 768 35 180 654 242 811 36 341 2 433 214 150 899 040 94 883 14 228 5 989 32 652 595 208 227 30 954 2 139 193 484 824 470 77 870 12 545 5 402 31 542 573 179 904 26 581 1 925 88 246 45 902 3 638 367 52 560 3 239 874 2 933 450 2 972 193 3 032 353 2 968 477 2 942 984 1 363 931 176 936 1 540 867 1 402 116 (392 593) (91 775) 917 749 196 233 832 965 78 509 12 552 5 475 32 071 581 182 527 27 008 1 947 89 407 200 415 847 869 79 788 12 699 5 607 32 865 595 185 526 27 471 1 970 91 223 195 234 829 695 78 546 12 383 5 409 32 233 588 187 319 27 941 2 021 89 230 29.26% 1 005 262 1 676 020 193 992 817 150 76 871 12 030 5 409 32 086 588 187 319 27 941 2 021 3 031 427 88 443

100.00% 3 681 805 3 292 434 3 021 696 3 061 600 3 123 576 3 057 707

1 357 405 1 337 827 1 346 529 1 360 668 1 380 246 1 363 931 206 900 170 000 175 698 176 679 178 046 176 936

1 564 305 1 507 827 1 522 227 1 537 347 1 558 292 1 540 867 2 074 062 1 732 047 28% 10% (601 478) (133 871) (484 973) (113 370 1 411 224 1 434 846 (395 143) (92 371) 923 710 (401 757) (93 917) 939 710 1 474 061 1 427 609 (412 737) (96 484) (399 731) (93 444)

1 338 712 1 133 703

964 840 934 4352

Note: Summations prone to non-material rounding errors have not been adjusted

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The metal prices employed in the techno-economic model are listed in the Table 6: Table 6: Metal prices employed Price 2008 (US$) 1 446 364 6 513 452 443 250 769 14 29 377 7 432 41 401 Price 2009 (US$) 1 343 330 6 023 385 399 225 734 13 25 709 6 437 37 261 Price 2010 onwards (US$) 1 241 296 5 533 317 356 200 699 12 22 042 5 514 33 121

Metal Platinum Palladium Rhodium Ruthenium Iridium Osmium Gold Silver Nickel Copper Cobalt

Units Per Ounce Per Ounce Per Ounce Per Ounce Per Ounce Per Ounce Per Ounce Per Ounce Per Tonne Per Tonne Per Tonne

The PGE, gold, copper and nickel prices for 2008 are the averages for the 2008 financial year from 1 July 2007 to 19 February 2008. Similar metal prices from 24 December 2007 to 24 January 2008, the period in South Africa prior to the energy-in-mining crisis and PGE price spike, has been employed to derive the 2010 onward prices by discounting these by 20%. The 2009 prices are the average of the 2008 and 2010 onward prices. The silver and cobalt prices are similarly discounted. The various unit costs employed for the business plan are as follows: Mining and concentrating cost per tonne milled: Refining and marketing cost per PGE(6) + Au oz: Environmental rehabilitation cost per tonne milled: R595.00; R150.00; R1.20 (2008) to R2.28 (2027).

Ongoing capital has been employed in the valuation at a rate of approximately 13% of the working costs from 2010 onwards. The decline to 18 Level is expected to be completed in 2009 and the remaining capital cost of R350 million has been provided for (ongoing capital years 2008 and 2009). No value has been ascribed to the Northam Mine at the completion of the current business plan. There will be approximately 12Mt of Merensky Reef Mineral Resources at a grade of 7 .29g/t and 9Mt of UG2 Reef at a grade of 4.89g/t in the block of ground defined by the 15 to 18 Levels boundaries at the end of the current Business Plan. Northam Mine has taken a conservative view and not planned these Mineral Resources as the decline development to 18 Level is not yet finished. In terms of the SAMREC and SAMVAL (2007) Codes only stated Mineral Reserves may be employed in a DCF model. The following taxes have been applied in the financial model: Company Tax: 28%; Dividend Tax: 10%; State Royalties PGM (3%); Precious (2%); and Base Metals (2%) for the period 2010 onwards; State Participation in Profits based on a lease formulae for years 2008 and 2009 only. No unredeemed capital or tax liabilities have been modelled as no unredeemed capital or tax liabilities exist at the Northam Mine. There are no expected interest or finance costs and the working capital has been deducted from the cash flow in the year that it is anticipated to occur. The mine is in a cash positive position and no funding is required. No repayment of long terms loans is required.

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A real discounted cash flow model has been prepared, based on the mine production data. A ZAR7 = .35 US$1.00 exchange rate has been employed and the base costs have been escalated from 2007 terms to 2008 money terms. It should be noted that as Northam is in production, the pipeline effects of time of production to time of payment have not been modelled. The NPV of the operation at a range of discount rates is provided in the Table 7 The reader may judge what discount rate to apply and the associated . indicative value per share. Table 7: Discounted cash flow results Discount Rate (%) 0.0% 2.5% 5.0% 7 .5% 10.0% 12.5% 15.0% NPV (R million) R18 589 R14 688 R11 902 R9 865 R8 344 R7 184 R6 281

With reference to Table 5, and given the framework of assumptions on which this real-terms DCF model is based, it is noted that platinum, palladium, rhodium, and ruthenium cumulatively contribute approximately 92% of the total revenue received, while the base metals contributes to only 6% of the total revenue received. Thus the financial risk associated with assuming that the DME will expand the minerals to include base metals when converting Mining Licence 8/98 (Sections 2.3 and 5.17) is not material. A sensitivity analysis has been compiled for these results, based on 15% variances in working costs, metal prices and Rand:US Dollar Exchange rates. These results are contained in Table 8 and Figure 3. Table 8: Sensitivity analysis
Working costs Real Discount Rate 0.0% 2.5% 5.0% 7 .5% 10.0% 12.5% 15.0% (15%) Base Case R18 589 R14 688 R11 902 R9 865 R8 344 R7 184 R6 281 15% R15 615 R12 365 R10 041 R8 4341 R7 069 R6 098 R5 342 (15%) R12 542 R9 8916 R7 998 R6 615 R5 582 R4 796 R4 184 Metal prices Base Case R18 589 R14 688 R11 902 R9 865 R8 344 R7 184 R6 281 15% R24 733 R19 578 R15 894 R13 200 R11 186 R9 649 R8 451 (15%) R12 852 R10 186 R8 279 R6 883 R5 839 R5 042 R4 420 Exchange rates Base Case R18 589 R14 688 R11 902 R9 865 R8 344 R7 184 R6 281 15% R24 326 R19 190 R15 523 R12 846 R10 848 R9 325 R8 141

R21 564 R17 012 R13 763 R11 390 R9 619 R8 2269 R7 220

Figure 3: Sensitivity analysis from working costs, metal prices and Rand/Dollar exchange

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Based on 237 226 000 shares in issue as at 30 June 2007 and, given the techno-economic assumptions on which the NPV analysis has been based, a range in Net Present Value per share is presented in Table 9. Table 9: Indicative market capitalization and associated share price ranges Discount Rate 0.0% 2.5% 5.0% 7 .5% 10.0% 12.5% 15.0% NPV (R million) R 18 589 R 14 688 R 11 902 R 9 865 R 8 344 R 7 184 R 6 281 Indicative NPV per share 237 226 000 shares on issue (R/share) 78.36 61.92 50.17 41.59 35.17 30.28 26.48

The Mineral Corporation has scrutinized recent public domain market commentary on the South African platinum sector (Deutsche Securities Commodities Update, 6 September 2007). Platinum producers in the South Africa Platinum Sector are presently reported to be trading at a Current Price:DCF factor in the range 1.4 to 2.4. Guided by this finding, and using a Current Price:DCF factor of 1.8, a range of Indicative Market Capitalization and Indicative Share Price value estimates has been derived from the foregoing NPV analysis as depicted in Table 10: Indicative NPV per Share (Rs) (based on 237 226 000 shares on issue) (B) 78.36 61.92 50.17 41.59 35.17 30.28 26.48 Indicative Market capitalisation (R million) based on shares on issue (A X 1.8) 33 461 26 439 21 423 17 758 15 019 13 931 11 306

Discount Rate

NPV (R million) (A) 18 589 14 688 11 902 9 865 8 344 7 184 6 281

Indicative share price (Rs) (B X 1.8) 141.05 111.45 90.31 74.86 63.31 54.51 47 .66

0.0% 2.5% 5.0% 7 .5% 10.0% 12.5% 15.0%

The valuation data contained in the Table 10 has been presented to the directors of Northam so that they may make a statement as to the fairness of the Transaction as required by Section 10.4 (f) (ii) of the JSE Listing Requirements (Amended 15 October 2007). Yours faithfully DAVID YOUNG Director

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Annexure 13

CORPORATE GOVERNANCE

Information on Corporate Governance has been extracted from the most recent Annual Report of Mvela Resources (Mvela Resources or the company). For a complete report on Corporate Governance for Mvela Resources, please refer to the 2007 Annual Report of Mvelaphanda Resources. The definitions and interpretations commencing on page 5 of this document will not apply to this annexure.

1. THE MVELA RESOURCES TARGETS Mvela Resources seeks to add value by addressing the needs of its stakeholders and employees and its responsibility to society at large, while growing and ensuring the profitability of its business. The vision of Mvela Resources is to become an operating, diversified mining company, by pursuing value adding acquisitions in South Africa and throughout Africa based on an inclusive approach to empowerment and leverage, through Mvela Resources entrepreneurial flair and brand. The board committees, executives and employees of Mvela Resources are devoted to achieving the highest standards in corporate governance, corporate responsibility, risk management and social responsibility. The board of directors is responsible to the companys shareholders for the oversight and implementation of governance, in the conduct of business. This document explains certain of the processes followed in the implementation of good corporate governance practices.

2. COMPLIANCE WITH THE PROVISIONS OF THE CODE TO THE KING REPORT ON CORPORATE GOVERNANCE 2002 The directors of Mvela Resources continue to endorse and apply the principles and recommendations of the second report of the King Committee on Corporate Governance (King II) and the Listings Requirements of the JSE Limited. In its dealings with all its stakeholders, the board of directors of Mvela Resources supports the principles of openness, integrity, accountability, fairness, discipline, transparency and social responsibility. Fundamental to the fulfilment of corporate responsibility and the achievements of financial objectives is an effective system of corporate governance. Mvela Resources has, in all material respects, complied with King ll and continually strives to enhance compliance.

3. CODE OF ETHICS Mvela Resources is committed to operating in accordance with the highest standards of professional and business ethics, by the development of a community of directors and employees with the highest ethical values. Amongst the principles to which the directors, management and employees dedicate themselves are the following: compliance with legislative and regulatory provisions; the protection of human life by following leading edge safety, health and environment practices; treating all employees and stakeholders with respect; not discriminating against any person; providing employees with equality of opportunity, based on merit; ensuring that the quality of life of stakeholders is maintained by seeking to improve, rather than adversely affect, the environment; upholding the integrity of all stakeholders; respecting the cultural background of stakeholders;

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 avoiding all potential conflicts of interest by being transparent in the declaration of all interests; only using company resources for the benefit of the company and its shareholders; and providing all employees with the opportunity to grow and advance. 4. THE BOARD 4.1 Criteria for designating directors as executive, non-executive or independent non-executive In accordance with the listings requirements of the JSE and the Code to the King Report on Corporate Governance, the following criteria have been set for defining executive, non-executive and independent non-executive directors:

Executive directors:
Executive directors are directors that are involved in the day-to-day management and running of the business and are in full-time salaried employment of the company and/or any of its subsidiaries.

Non-executive directors:
Non-executive directors are directors that are not involved in the day-to-day management of the business and are not full-time salaried employees of the company and/or any of its subsidiaries.

Independent directors:
Independent directors are non-executive directors who: are not representatives of any shareholder who has the ability to control or materially influence management and/or the board; have not been employed by the company or the group of which it currently forms part in any executive capacity for the preceding three financial years; are not members of the immediate family of an individual who is, or has been in any of the past three financial years, employed by the company or the group in an executive capacity; are not professional advisors to the company or the group, other than in the capacity as a director; are not material suppliers to, or customers of, the company or group; have no material contractual relationship with the company or group; and are free from any business or other relationship which could be seen to materially interfere with the individuals capacity to act in an independent manner. In the 2007 financial year, the board consisted of five executive directors and nine non-executive directors. Messrs Sexwale, Xayiya, Willcox and Mtshotshisa, are not considered independent, by virtue of their interest in Mvelaphanda Holdings (Proprietary) Limited (Mvela Holdings) and Messrs Zim, Moonsamy and Ms Buthelezi are also not considered independent by virtue of their interest in Afripalm Resources and Newshelf 848. 4.2 Rotation of directors The retirement of directors follows a staggered process, with one-third of the directors retiring at the annual general meeting every three years, and no director serving for more than three years without being re-elected by the members in general meeting. Retiring directors are free to make themselves available for re-election and may, as such, be re-elected at the annual general meeting at which they retire. A summarised curriculum vitae of each retiring director is circulated to shareholders with the notice for an annual general meeting. The board is authorised to appoint new directors between annual general meetings; with the appointees being required to retire and stand for election at the next annual general meeting. Non-executive directors are individuals of calibre and credibility, and have the necessary skill and experience to bring judgement to bear, independent of management, on issues of strategy, performance, resources, transformation, diversity and they also maintain the balance of power between shareholders and management. Non-executive directors do not receive any remuneration from the company for their services as directors other than the fees as reflected in 13.2 on page 28 of this document.

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Certain non-executive directors receive remuneration in the form of share options in line with the companys previous remuneration policies (refer to 13.5 on page 30 of this document) 4.3 Operation of the board The board sets strategic objectives, investment policies, agrees performance criteria and delegates the planning and implementation, within relevant risk parameters, to management. Achievements and conformance with agreed parameters is monitored through performance reports and budget updates. The board operates in accordance with a board charter which, amongst other things, regulates the division of responsibilities at board level to ensure a balance of power and authority, such that no one individual has unfettered powers of decision-making: the board ensures that the company complies with all relevant laws, regulations and codes of business practice, and that it communicates with its shareowners and relevant stakeholders openly and promptly and with substance prevailing over form; the board retains full and effective control over the company, and monitors management in implementing board plans and strategies; the board has unrestricted access to all company information, records, documents and property; the board is responsible for the total process of risk management, as well as for forming its own opinion on the effectiveness of the process; the board has the responsibility to ensure that the company has implemented an effective ongoing process to identify risk, to measure its potential impact against a broad set of assumptions, and then to actively monitor what is necessary to proactively manage these risks; and the directors have unrestricted access to the advice and services of the company secretary and the executive committee, and are entitled to seek independent, professional advice at the companys expense, should they need to do so. The management of the companys business operations rests with the executive management team, who have unfettered access to the chairman and other directors. 4.4 Separation of roles of chairman and chief executive officer The roles of chairman and chief executive officer are separate, with separate responsibilities, agreed by the board of directors. 4.5 Board committees In order to aid and assist the board and its directors in discharging their duties and responsibilities, specific responsibilities have been allocated to two committees, namely; the Audit and Risk Committee and the Remuneration and Nomination Committee. Due to the size and nature of the company, separate Transformation and Corporate Governance Committees have not yet been established, as these areas form core components of the focus of the board itself. All the board committees are chaired by independent non-executive directors and these committees are free to seek independent, professional advice at the companys expense if so required. In the 2007 financial year under review a special sub-committee of the board was formed to assess and report on the Incwala transaction. 4.6 Audit and Risk Committee Mr Beckett, an independent non-executive director, is the chairperson of the Audit and Risk Committee. Mr Mabandla, an independent non-executive director, and Dr Ncholo, a non-executive director, were the members of the Audit Committee until their resignation from the board, wherafter Mr C K Chabedi was appointed as the other independent non-executive director of this committee. The board is satisfied that this committee met its objectives as set out in its terms of reference.

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Responsibilities of the Audit and Risk Committee, which are set out in its terms of reference, include, but are not restricted to, the following: review of the effectiveness of internal controls, which includes internal financial control and business risk management; evaluation of the effectiveness of the external auditors and the approval of all fees paid to the external auditors; review of financial statements and interim financial results; review of audit findings; ensure that risk and control processes are relevant and are effectively communicated in the company; ensure that risk assessments are regularly conducted so as to identify emerging risks and changes in risks; enhance the companys risk management framework of prudent and effective controls; enable risk to be assessed and managed in a manner which is appropriate to the evolving structure and needs of the company; communicate the risk management strategy to all employees, to ensure that it is incorporated into the language and culture of the company; satisfy members of the committee that appropriate steps have been taken to manage risk and to minimise the effect of losses on the company; and approve all non-audit services rendered by external auditors. 4.7 Remuneration and Nomination Committee In the 2007 financial year, the members of the Remuneration and Nomination Committee were Ms Mtshotshisa (chairperson), Mr ME Beckett, both independent non-executive directors and Mr Xayiya, a non-executive director. The terms of reference of the Remuneration and Nomination Committee include, but are not restricted to, the following: in consultation with the CEO, ensuring that employees receive market-related packages; ensuring that remuneration practices reward each employees contribution to the improvement of the companys results; approving, on behalf of the board, all employment contracts, remuneration packages and longterm incentive schemes; advising the board on the appropriate number of directors; making recommendations to the board on potential directors, for appointment to the board; and receiving reports from the trustees of the share option participation scheme. 5. INTERNAL CONTROL Mvela Resources maintains adequate systems of internal control over financial reporting and over safeguarding of assets against unauthorised acquisitions, use or disposition, which are designed to provide reasonable assurance to the management and board of directors regarding the preparation of reliable published financial statements and the safeguarding of the companys assets. These systems of internal control were in place throughout the 2007 financial year and as at the last practicable date. There are inherent limitations in the effectiveness of any system of internal control, including the possibility of human error. Accordingly, even an effective internal control system can provide only reasonable assurance with respect to financial statement preparation and the safeguarding of assets. Furthermore, the effectiveness of an internal control system can change with circumstances. Considering the nature and size of the company, certain internal controls, which might be cost-effective in larger organisations, are not practical in these circumstances.

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6. INTERNAL AUDIT Mvela Resources associated companies have an internal audit function which examines and evaluates their internal control systems to mitigate identified business risks. However, due to the size and nature of the companys business, no internal audit function has been formed. Non-financial information included in the annual report is primarily extracted from the published annual reports of the associated companies. 7. RISK MANAGEMENT Effective risk management is about: identifying the potential risks which can impact the enterprises objectives; improving understanding of the causes and consequences of those risks; and working to reduce uncertainty and/or increase the ability to control events or outcomes. Mvela Resources is exposed to an array of risks associated with activities it enters into in its normal course of business and indirectly, those risks which affect its investment entities. Due the current structure of the business as an investment holding company, generally with non-controlling positions in the companies Mvela Resources is invested in, many of the risks Mvela Resources are exposed to are managed at entity level. Gold Fields, Northam and Trans Hex have sophisticated risk management strategies and procedures in place. Further detail on these is available on their individual websites or in their annual reports. Mvela Resources has influence over the risk management decisions of these entities to the extent that it participates on the various boards and committees. Where possible, Mvela Resources actively assists its partners in identifying and mitigating the risks within each entity. Within Mvela Resources, it is the boards responsibility to ensure that the company maintains a system of internal financial controls to provide reasonable assurance regarding the reliability of the financial information used within the business and for publication and that assets are safeguarded. The board has discharged this duty to the audit and risk committee which regularly reviews risk identification and mitigation procedures and reports back to the board. As an investment holding company, Mvela Resources is exposed directly to the following risk areas in which management actions can potentially mitigate exposures: 7.1 Business and credit concentration risk are primarily as a result of the loan advanced to GFI-SA. Gold Fields Limited, Gold Fields Guernsey and Gold Fields Australia (Proprietary) Limited have jointly and severally guaranteed the capital and interest payment obligations of GFI-SA under the GFI-SA loan. Mvela Resources and Gold Fields negotiated for Mvela Resources to subscribe for a fixed 50 million Gold Fields shares in March 2007, to limit this risk. Cash and cash equivalents are primarily invested with major financial institutions in South Africa. Business concentration risk arises from the magnitude of Mvela Resources investments in the gold and platinum sector, and has been and will continue to be addressed in the future by diversification of Mvela Resources investments across different commodities and minerals and in selected projects. Investment and sustainability risk is the risk inherent to the underlying investments as detailed above. These risks are managed by the boards of the various companies, with Mvela Resources monitoring these activities by virtue of its presence on the various boards and committees of the companies. In order to mitigate these risks which tend to be less under the control of Mvela Resources board, the company will strive to meet its strategic goal of becoming an operating company, with control over its assets in the main. Performance risk relates to risks managed by the board, which include strategic risk, opportunity risk, reputation risk, stakeholder management and relations and risks associated with corporate governance. Strategic risk is a real risk in the empowerment sector in particular, where a corporate strategy may hampered by a lack of voting power or influence in the companies it invests in, lock in periods enforced by these companies or those that facilitate the sale of assets and minimum empowerment shareholding requirements, which severely restrict the ability of empowerment companies to finance growth, particularly with equity capital.

7.2

7.3

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7.4

Competitor risk is the risk that the actions of other corporations operating in the same sector may adversely impact on Mvela Resources ability to conduct its business. This risk includes the risk the company itself being taken over as well as the risk of direct competition for assets and growth opportunities. Mvela Resources strives to maintain a competitor and acquisition information system on the resources sector and companies that operate in it as well as building and maintaining industry and stakeholder relationships which may assist it to minimise these threats. Liquidity risk is the risk that an investment, when converted to cash and the management of cash reserves, will experience loss in its value. This is particularly applicable to significant interests in listed entities as is the case with Mvela Resources investments. Mvela Resources is a long-term holder of its equity investments in anticipation of long-term benefits accruing and does not deem it necessary, or cost effective, to currently use hedging as a risk management mechanism. The groups cash reserves are managed in terms of board-approved investment parameters which ensure that cash is invested with the countrys major financial institutions, in a manner that is informed by credit ratings as obtained from the various ratings agencies. Ratings considered include, amongst others, short-term and long-term bank deposit ratings and financial strength. No funds are invested in any financial institution for which the ratings are inadequate or unacceptable. The cash investment strategy addresses key objectives like risk diversification, maximisation of returns and short-term liquidity, in terms of which excess funds are generally invested in term deposits with a maturity of three months. Cash flow projections are performed and updated regularly to ensure that short-term and long-term strategic planning initiatives are aligned with the groups liquidity requirements. Interest rate risk is the risk that interest rates will fluctuate, impacting on the value of borrowings, investments and amounts receivable. In the case of Mvela Resources most significant exposure, the interest rate applicable to the GFI-SA loan has been fixed for the entire period of the loan. Cash is managed to ensure surplus funds are invested in a manner to achieve maximum returns while minimising risks. All borrowings and the refinancing thereof are positioned according to the expected movement in interest rates. Exchange rate risk is the chance that a nations currency will lose value when exchanged for foreign currencies. Mvela Resources associated companies derive dollar revenue from the commodities they produce and are significantly exposed to fluctuations in the exchange rate. These risks are managed by the entities themselves. In Mvela Resources, direct exposure to exchange rate fluctuations is limited in aggregate to mitigate the risk. Human resources risk is the risk that a companys operational existence may be threatened by the continued scarcity of relevant skills and experience. South African companies are currently facing a severe skills shortage, particularly in disciplines like metallurgy and mining engineering, and our company is by no means an exception. Mvela Resources and its associated companies recognise that this problem will take a long time to rectify and have accordingly implemented some long-term intervention strategies to address this challenge for the group. These initiatives are detailed in the various companies annual reports, but mainly cover a wide range of focus areas like career pathing, training and skills development, learnerships, mentoring and awarding of bursaries in the affected disciplines. Other risks beyond the control of management Economic risk is the danger that the economy as a whole will perform poorly; Market risk is is the chance that the entire market will decline, thus affecting the price and values of securities; Inflation risk is the danger that the currency one invests in will buy less in the future price of consumer goods rise; and Industry risk is the chance that a specific industry will perform poorly.

7.5

7.6

7.7

7.8

7.9

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Annexure 14

EXTRACTS FROM THE ARTICLES OF ASSOCIATION OF MVELA RESOURCES

Extracts from the articles of association of Mvela Resources are set out below. A copy of the complete articles of association is available for inspection at Mvela Resources registered office. The definitions and interpretations commencing on page 5 of this document will not apply to this annexure. 24. DIRECTORS

24.1 Subject to the provisions of the Companies Act and any other applicable laws:

24.1.1 unless otherwise determined by a general meeting, the number of directors shall be not less than four nor more than twenty; and 24.1.2 the majority of the directors shall be HDSAs.
24.2 Members in general meeting or the board shall have the power, from time to time, to appoint anyone as a director, either to fill a vacancy on the board or as an additional director, provided that:

24.2.1 any such appointment shall not be valid if it will result in: 24.2.1.1 the total number of directors exceeding the maximum number fixed by, or in accordance with, these articles; or 24.2.1.2 a contravention of Article 24.1.2; and 24.2.2 the appointment of any director appointed by the board in terms of this 24.2 shall cease at the conclusion of the next annual general meeting, unless it is confirmed at that annual general meeting.
24.3 If one or more directors cease/s at any time to hold office as such and by reason thereof, the board ceases to comprise a majority of HDSAs, the remaining director shall procure, within a period of ninety days thereafter, that the board once again comprises a majority of HDSAs. Notwithstanding Article 24.1.2, the board shall, during the period in which it does not comprise a majority of HDSAs, be authorised and entitled to act and to exercise all powers granted to it in terms of these articles and in law; provided that if it still does not comprise a majority of HDSAs after such ninety-day period, the board may only act to:

24.3.1 procure that the board once again comprises a majority of HDSAs; or 24.3.2 summon a general meeting.
24.4 No objection shall be taken to the status of a director as an HDSA except at the annual general meeting or other general meeting at which he/she is appointed or at which his/her appointment as a director is confirmed or, if it is adjourned, the resumption thereof. The chairperson of that general meeting or resumed general meeting shall determine any issue raised by such objection and his/her determination shall be final and binding. 24.5 The board may act, notwithstanding any vacancy in its number if, and for so long as, the number of continuing directors is reduced below the minimum number of directors fixed by, or in accordance with 24.1, however, the board may act only to:

24.5.1 increase the number of directors to the required minimum; or 24.5.2 summon a general meeting, provided that if there is no director able or willing to summon a general meeting, then any member may convene a general meeting for that purpose.
24.6 Directors shall not be obligated to hold any qualification shares. 24.7 A director may be:

24.7.1 employed in any other capacity in the company; or 24.7.2 appointed or employed as a director or employee of a company which is a subsidiary of, or is controlled by, the company.
The appointment and remuneration of a director to and in respect of an office referred to in this 24.7 shall be determined from time to time by a disinterested quorum of the board.

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24.8 The directors shall be paid all travelling, subsistence and other expenses properly and necessarily incurred by them in:

24.8.1 and about the business of the company; 24.8.2 attending meetings of the board or of committees thereof.
24.9 If any director is required to perform extra services or to reside abroad or otherwise shall be specifically occupied about the companys business, he/she shall be entitled to receive such remuneration as is determined by a disinterested quorum of the board, which may be either in addition to, or in substitution for, any other remuneration. 25. ALTERNATE DIRECTORS 25.1 Each director may by written notice to the company:

25.1.1 nominate any one, or more than one, person in the alternative (including any of his/her codirectors) to be his/her alternate subject to the approval of that alternate by the other directors, which approval shall not be unreasonably withheld or delayed; 25.1.2 at any time terminate any such appointment.
25.2 The appointment of an alternate director shall terminate:

25.2.1 when the director to whom he/she is al alternate director: 25.2.1.1 ceases to be a director; or 25.2.1.2 terminates the alternate directors appointment; or 25.2.2 if the board reasonably withdraws its approval to his/her appointment.
25.3 An alternate director shall:

25.3.1 only be entitled to attend or act or vote at any board meeting if the director to whom he/she is an alternate is not present, provided that: 25.3.1.1 he/she may attend a board meeting at which the director to whom he/she is an alternate is present if the other directors present thereat agree thereto; 25.3.1.2 any person attending any board meeting as a director in his/her own right and as an alternate for one or more directors shall, in addition to his/her vote as a director have one vote in respect of each director whom he/she represents; 25.3.2 only be entitled to sign a resolution passed otherwise than at a board meeting in terms of these articles if the director to whom he/she is an alternate is then absent from the town in which the registered office is situate, or is incapacitated. 25.3.3 Subject to the aforegoing, generally exercise all the rights of the director to whom he/she is an alternate in the absence or incapacity of that director. 25.3.4 In all respects be subject to the terms and conditions existing with reference to the appointment, rights and duties and the holding of office of the director to whom he/she is al alternate, but shall not have any claim of any nature whatever against the company for any remuneration of any nature whatever.
25.4 Alternate directors shall not be obliged to hold any qualification shares. 26. POWERS AND DUTIES OF THE BOARD Subject to any limitation imposed by the Companies Act and/or these articles, the management of the business of the company shall be vested in the board which, in addition to, and without limitation of, the powers expressly conferred upon it by the Companies Act or these articles, may: 26.1 exercise, or delegate to any one or more persons, all such powers; and 26.2 do, or delegate to any one or more persons the doing of, all such acts (including the right to subdelegate), as may be exercised or done by the company and are not in terms of the Companies Act or by these articles expressly directed or required to be exercised or done by general meeting, subject, nevertheless, to that management and control not being inconsistent with any resolution passed by members. No such resolution passed by members shall invalidate any prior act of the board or any delegatee.

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27. BORROWING POWERS 27.1 The board may exercise all the powers of the company to: 27.1.1 borrow money; and 27.1.2 mortgage or encumber its undertaking and property or any part thereof or issue debentures or debenture stock (whether secured or unsecured), whether outright or as security for any debt, liability or obligation of the company or of any third party. 27.2 For the purpose of the provisions of 27.1, the borrowing powers of the board shall be unlimited. 28. INTERESTS OF DIRECTORS 28.1 Subject to compliance with the provisions of the Companies Act and any other applicable law, a director shall not be liable (in the absence of any agreement to the contrary) to account to the company for any profit or other benefit arising out of any contract entered into by the company in which he/she is directly or indirectly interested. 28.2 Subject to any applicable law, a director shall, if he/she has, in accordance with the Companies Act, disclosed his/her interest (if it is material) in an existing or proposed contract or arrangement, be: 28.2.1 counted in a quorum for the purpose of a meeting of the board at which he/she is present to consider any matter; and 28.2.2 entitled to vote in regard to any matter, relating to that existing or proposed contract or arrangement in which he/she is interested, other than a contract or arrangement regulating his/her holding of any office or place of profit under the company or a company which is a subsidiary of, or is controlled by, the company. 29. DISQUALIFICATION OF DIRECTORS 29.1 A director shall cease to hold office as such if he/she: 29.1.1 is prohibited from being, or is removed as, or is disqualified from acting as, a director of a company in terms of the Companies Act or any other applicable legislation; 29.1.2 gives written notice to the company of his/her resignation as a director. Such resignation shall take effect on the date of, or on such later date as is provided for in, such notice; 29.1.3 absents himself/herself from meetings of the board for six consecutive months without the leave of the other directors, and they resolve that his/her office shall be vacated, provided that this provision shall not apply to a director who is represented by an alternate who does not so absent himself/herself; 29.1.4 is given written notice, signed by members holding in the aggregate more than 50% of the total voting rights on a poll of all members then entitled to vote on a poll in a general meeting of members, of the termination of his/her appointment. 30. PROCEEDINGS OF THE BOARD 30.1 The board may: 30.1.1 meet, adjourn and otherwise regulate its meetings as it thinks fit and any director shall be entitled to convene, or direct the company secretary to convene, a meeting of the board; 30.1.2 determine what notice shall be given of its meetings and the means of giving that notice, provided that any such prior determination may be varied by the director convening, or directing the company secretary to convene, a board meeting to the extent necessitated by the circumstances and reasons for the board meeting in question. 30.2 Unless otherwise determined by members in general meeting, or by the board at a board meeting (at which all the directors are present), the quorum necessary for the transaction of the business of the board shall be a majority of the directors for the time being in office. A resolution of the board shall be passed by a majority of the votes of the directors present at the board meeting at which it is proposed. The chairperson of any board meeting shall, in the event of any equality of votes on any matter, have a second or casting vote in respect thereof, provided that if the quorum of directors is two, the chairperson shall not be permitted to have a casting vote if only two directors are present at a board meeting.

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30.3 Directors may participate in and act at any board meeting through the use of a conference telephone or other communication equipment by means of which all persons participating in the board meeting can hear each other at approximately the same time. Such participation by directors shall constitute attendance and presence in person at the board meeting. 30.4 The board may:

30.4.1 elect a chairperson, a deputy chairperson or deputy chairpersons of the board; and 30.4.2 determine the period for which each is to hold office.
Provided that unless the board otherwise determined at the time of election, a chairpersons and deputy chairpersons appointment shall only be for a period of one year unless he/she is re-elected. If more than one deputy chairperson is elected, the directors shall upon their election, determine the order of their seniority. At any board meeting, the chairperson of the board, or if he/she is not present or willing to act as such, the most senior deputy chairperson present and willing to act as such, shall act as chairperson. If no chairperson or deputy chairperson has been elected, or is present and willing to act as such, the directors present at any board meeting shall choose one of their number to be chairperson of the board meeting. 30.5 Subject to the provisions of the Companies Act, a resolution signed in South Africa by a majority of the directors (or their alternates, if applicable) who are present in South Africa at the time when the resolution in question is signed by the first of such directors, whose number is not less than that of a quorum for a meeting of the board, and which is inserted in the minute book, shall be as valid and effective as if it had been passed at a board meeting. Any such resolution may consist of several documents, each of which may be signed by one or more directors (or their alternates, if applicable) and shall be deemed to have been passed on the date on which it was signed by the last director who signed it (unless a statement to the contrary is made in that resolution). 31. MANAGING DIRECTORS AND EXECUTIVE DIRECTORS The board may appoint from time to time one or more of the directors as: 31.1 managing directors; or 31.2 executive directors, of the company, on such terms and conditions as to remuneration and otherwise (but for a maximum period of five years in the case of any one appointment) as may be determined from time to time by a disinterested quorum of the board (which shall, insofar as remuneration is concerned, take into account the recommendations of the remuneration committee which shall be appointed by the board); provided that the appointment of any managing director or executive director shall, without prejudice to any claim of any nature whatever which any such director may have against the company, cease if for any reason he/she ceases to be a director. 32. ROTATION OF DIRECTORS 32.1 The directors shall retire from office on the following basis:

32.1.1 at each annual general meeting of the company, directors comprising one-third of the aggregate number of directors (excluding any director referred to in 32.1.4 and any director referred to in 32.2) or, if their number is not three or a multiple thereof, then the number nearest to, but not less than, one-third of the aggregate number of directors (excluding any director referred to in 32.1.4 and any director referred to in 32.2) shall retire from office; 32.1.2 the directors who retire in terms of 32.1.1. shall exclude any director referred to in 32.1.4 and any director referred to in 32.2 and be those who have been longest in office since their last election, provided that if more than one of them were elected directors on the same day, those to retire shall be determined by lot unless those directors agree otherwise between themselves; 32.1.3 if, after the retirements in terms of the provisions of 32.1.1 and 32.1.2, there would remain in office any director (other than any director referred to in 32.2) who would have held office for three years since his/her last election, he/she shall also retire, in addition to the directors retiring in terms of 32.1.1, at such annual general meeting;

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32.1.4 any director appointed as such by the board after the conclusion of the companys preceding annual general meeting shall, in addition to the directors retiring in terms of 32.1.1 and 32.1.2, retire from office at the conclusion of the annual general meeting held immediately after his/her appointment; 32.1.5 a retiring director shall be eligible for re-election, and, if re-elected, shall be deemed not to have vacated his/her office; 32.1.6 the annual general meeting at which a director retires may elect another person to fill the vacated office, and if it is not so filled, the retiring director shall, if he/she has offered himself for re-election, be deemed to have been re-elected unless the annual general meeting expressly resolves not to fill such vacated office or not to re-elect such retiring director; 32.1.7 no person other than a retiring director shall be eligible for election as a director at any annual general meeting unless the directors recommend otherwise, or unless not less than three nor more than twenty-one days before the date appointed for the annual general meeting a member who is entitled to attend and vote at such annual general meeting shall have lodged written notice proposing such person as a director, together with the consent of that person to be elected as a director; and 32.1.8 a retiring director shall continue to act as director throughout the general meeting at which he/she retires and his/her retirement shall become effective only at the end of such general meeting.
32.2 If a director is appointed or employed as: 32.2.1 managing director or chief executive officer of the company; or

32.2.2 an employee of the company in any other capacity, the contract under which he/she is appointed may provide that he/she shall not, while he/she continues to hold that position or office under contract for a term of rotation, be subject to retirement by such contract and he/she shall not in such case be taken into account in determining the rotation or retirement as directors; provided that the contracts in respect of less than half of the directors may include this provision.

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Annexure 15

TRADING HISTORY OF MVELA RESOURCES SHARES ON THE JSE

The highest and lowest price of the shares of Mvela Resources on the JSE for each quarter commencing from March 2005 to December 2006 and the aggregated quarterly value traded and volume is as follows: High share price for quarter cents 1 1 1 2 3 3 3 4 651 600 980 400 300 710 950 100 Low share price for quarter cents 1 1 1 1 2 2 3 3 200 285 425 700 300 520 050 150 Total value traded for quarter R 218 164 227 465 714 1 155 908 967 510 475 951 927 635 743 147 396 987 243 884 229 877 487 927 664 Total volume for quarter shares 15 11 13 22 25 35 25 27 149 131 147 460 080 545 616 061 283 043 963 198 892 571 381 757

Quarterly 31 30 30 31 31 30 30 31 March 2005 June 2005 September 2005 December 2005 March 2006 June 2006 September 2006 December 2006

The highest and lowest price of the shares of Mvela Resources on the JSE for each month commencing from February 2007 to January 2008 and the aggregated monthly traded value and volume is as follows: High share price for month cents 5 5 6 6 6 6 5 5 5 5 4 5 184 220 100 102 601 100 650 900 775 250 808 100 Low share price for month cents 4 4 5 5 5 5 4 4 5 4 3 4 150 270 220 251 800 000 694 999 070 475 990 102 Total value traded for month R 477 380 542 1 084 1 271 438 588 620 411 528 251 417 910 617 619 218 766 765 725 431 913 956 759 134 046 473 115 835 648 200 890 524 470 308 088 776 Total volume for month shares 10 7 9 18 20 7 11 11 7 10 5 9 306 953 509 730 485 680 373 391 642 807 968 214 812 696 624 352 489 001 103 170 877 551 192 494

Monthly 28 31 30 31 30 30 31 30 31 30 31 31 February 2007 March 2007 April 2007 May 2007 June 2007 July 2007 August 2007 September 2007 October 2007 November 2007 December 2007 January 2008

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The highest and lowest price of the shares of Mvela Resources on the JSE for each trading day from 14 February 2008 to 11 April 2008 (being the last practicable date), and the daily value traded and volume is as follows: Daily 14 15 18 19 20 21 22 25 26 27 28 29 3 4 5 6 7 10 11 12 13 14 17 18 19 20 25 26 27 28 31 1 2 3 4 7 8 9 10 11 February 2008 February 2008 February 2008 February 2008 February 2008 February 2008 February 2008 February 2008 February 2008 February 2008 February 2008 February 2008 March 2008 March 2008 March 2008 March 2008 March 2008 March 2008 March 2008 March 2008 March 2008 March 2008 March 2008 March 2008 March 2008 March 2008 March 2008 March 2008 March 2008 March 2008 March 2008 April 2008 April 2008 April 2008 April 2008 April 2008 April 2008 April 2008 April 2008 April 2008 High share price for day cents 4 4 4 5 5 5 5 5 5 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 6 935 970 983 190 100 420 385 300 402 040 000 801 320 000 250 550 740 650 660 567 570 670 690 890 900 650 425 500 500 450 447 299 195 250 495 500 500 400 449 650 Low share price for day cents 4 4 4 4 4 5 5 5 5 5 5 5 5 5 5 6 6 6 6 6 6 6 6 6 6 5 6 6 6 6 6 5 5 6 6 6 6 6 6 6 801 750 884 974 800 075 200 250 239 500 680 999 555 800 900 060 201 301 277 351 221 450 476 367 500 937 120 010 308 252 070 852 900 085 185 250 265 295 250 408 Total daily value traded R 26 14 13 6 3 33 51 4 7 18 24 82 24 28 34 12 11 18 34 49 35 13 14 15 19 45 11 21 91 14 5 10 40 5 4 12 26 15 11 15 151 650 213 335 798 195 190 851 160 873 452 840 245 134 021 176 580 404 148 142 151 202 202 731 588 001 312 057 059 690 493 231 226 649 726 986 609 317 019 260 443 978 933 679 086 004 094 330 381 260 801 357 462 772 961 424 186 999 658 726 501 966 613 733 101 119 620 122 671 583 970 480 417 686 540 522 315 703 120 841 Total daily volume shares 534 299 269 125 75 641 965 91 134 333 417 1 287 402 477 568 193 174 288 531 758 546 200 213 235 290 715 180 331 1 428 230 87 168 669 92 76 201 416 242 172 233 041 800 074 146 368 962 806 860 751 547 922 129 516 323 230 203 945 473 939 258 830 189 824 661 347 454 061 007 531 729 704 741 797 447 290 877 673 744 715 199

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126 Annexure 16
3 AMOUNT R2.5bn Secured Mvela Equity has 5.5 years from the subscription date to redeem the A preference shares SECURED/ UNSECURED DETAILS OF SECURITY REDEMPTION TERMS 4 5 6 7 DIVIDEND RATE Minimum capital deposits into redemption reserve account: Rate of 70% of prime** (nominal annual, compounded monthly in arrears), payable half yearly. Increased to 74% of prime** after two years on failure to meet certain criteria. after 1 year: R220 million (less voluntary payments previously made); after 2 years: R500 million (less amount paid in year 1 and less any voluntary payments previously made); Minimum redemptions: after 3 years and 1 day: R1.14 billion; 31 December 2011: a further R116 million; 31 December 2012: a further R565 million; and after 5.5 years: compulsory redemption of all unredeemed A preference shares. Cession and pledge by Mvela Equity of that number of Northam shares, valued three business days before the closing date, equivalent to 3.5 times the subscription amount. On breach, the funders can take over the shares (at a fair valuation) or can sell the shares (including a sale to RPML pursuant to a relationship breach under the Relationship. Agreement) Cession and pledge by Mvela Resources, Mvela Platinum and Mvela Debt of the entire issued share capital of Mvela Equity. On breach, the funders can take over the shares (at a fair valuation) or can sell the shares (including a sale to RPML pursuant to a relationship breach under the Relationship Agreement). Standby Subscription Agreement in which Mvela Resources undertakes to subscribe for B preference shares in Mvela Equity to fund the redemption of the unredeemed A preference shares. Cession and pledge by Mvela Equity of its rights in and to certain bank accounts and its rights under the Standby Subscription Agreement.

SALIENT TERMS OF THE TRANSACTION FUNDING

FUNDERS

NATURE OF FUNDING

Depfin Investments (Proprietary) Limited* (or permitted transferees as preference shareholder(s)) and the counterparties to related hedging . arrangements

Cumulative redeemable A preference share financing to Mvela Equity

* A wholly-owned subsidiary of Nedbank Limited ** Prime overdraft lending rate in South Africa

Mvelaphanda Resources Limited

(Incorporated in the Republic of South Africa) (Registration number 1980/001395/06) Share code: MVL ISIN: ZAE000050266

(company)

Directors: M E Beckett*, P M Buthelezi*, C K Chabedi*, S W Mofokeng, R Moonsamy*, K B Mosehla, Z Mtshotshisa#, N S Ntsaluba (FD), P C Pienaar (CEO), T M G Sexwale*, B R van Rooyen (Deputy Chairman), M J Willcox*, M S M M Xayiya*, P L Zim* (Chairman) * Non-executive # Alternate

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of registered holders of ordinary shares and registered holders of A ordinary shares in the capital of the company (collectively, Shareholders) will be held at 11:00 on Friday, 6 June 2008 at Hackle Brooke, Corner of Jan Smuts Avenue and Conrad Drive, Craighall, Randburg, for the purpose of considering and, if deemed fit, passing the following ordinary and special resolutions with or without modification: ORDINARY RESOLUTION NUMBER 1 Resolved that, in terms of the Listings Requirements of the JSE Limited, the transactions, the terms and conditions of which are recorded in the agreements listed in paragraphs 1, 2 and 3 of this ordinary resolution number 1, be and are hereby ratified and approved. Pursuant to these agreements, Mvelaphanda Resources Limited (Registration No. 1980/001395/06) (Mvela Resources) and/or one or more of its subsidiaries will pay an aggregate amount of approximately R4bn (four billion Rand) to (or on behalf of): A. Rustenburg Platinum Mines Limited (Registration No. 1931/003380/06) (RPML) and Norbush Properties (Proprietary) Limited (Registration No. 1971/007137/07) (Norbush), both being subsidiaries of Anglo Platinum Limited (Registration No. 1946/022452/06) (APL); and B. Micawber 278 (Proprietary) Limited (Registration No. 2002/016771/07) (Micawber), in consideration for Mvela Resources and/or one or more of its subsidiaries acquiring 53 102 925 (fifty three million one hundred and two thousand nine hundred and twenty five) ordinary shares with a par value of R0.01 (one cent) each (Northam Shares) in the capital of Northam Platinum Limited (Registration No. 1977/003282/06) (Northam) and becoming the holder(s) of the entire issued share capital of Micawber: 1. a sale agreement dated 3 March 2008 between Mvela Resources, Mvelaphanda Platinum (Proprietary) Limited (Registration No. 1999/011391/07) (Mvela Platinum), and Mvelaphanda Equity (Proprietary) Limited (Registration No. 2000/015686/07) (Mvela Equity), both being subsidiaries of Mvela Resources, (on the one hand) and RPML and Norbush (on the other), in terms of which Mvela Platinum and Mvela Equity have agreed to purchase 53 102 925 (fifty-three million one hundred and two thousand nine hundred and twenty-five) Northam Shares from RPML and Norbush, comprising (prior to the issue of Northam Shares pursuant to special resolution number 1 contained in the notice of general meeting (Notice) which includes this ordinary resolution number 1) approximately 22.2% (twenty two point two percent) of all the issued Northam Shares; 2. a loan and warranties agreement dated 3 March 2008 (as amended by an addendum dated 22 April 2008) between Northam, Mvela Resources, Khumama Platinum (Proprietary) Limited (Registration No. 2002/017272/07) (Khumama) (a subsidiary of Mvela Resources), Micawber and RPML in terms of which Khumama has agreed to advance a loan to Micawber. This loan will fund, inter alia, the:

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a.

repurchase by Micawber from RPML of 50 (fifty) ordinary shares with a par value of R1 (one Rand) each in the capital of Micawber (Micawber Shares) held by RPML (being all RPMLs Micawber Shares and comprising 50% (fifty percent) of the entire issued share capital of Micawber);

b. repayment by Micawber of shareholder loan claims of RPML against Micawber; c. purchase by Micawber from RPML of the Booysendal Surface Rights and the Booysendal Extension Surface Rights (both as defined in the circular (Circular) which incorporates the Notice); and

d. acquisition by Micawber from RPML of the right to acquire the Booysendal Extension Right (as defined in the Circular); and 3. a transfer agreement dated 3 March 2008 between APL, Mvela Resources, RPML, Khumama and Plimline Investments (Proprietary) Limited (Registration No. 1986/003762/07) (Plimline) in terms of which Plimline has agreed to transfer 50 (fifty) Micawber Shares to Khumama. Prior to the implementation of the repurchase referred to in paragraph 2a. of this ordinary resolution number 1, these Micawber Shares comprise 50% (fifty percent) of the entire issued share capital of Micawber.

Copies of the agreements referred to in this ordinary resolution number 1 have been tabled at the general meeting convened to consider, inter alia, this ordinary resolution number 1. The agreements referred to in this ordinary resolution number 1 are subject to the fulfilment of a number of suspensive conditions including one that the transaction recorded in the agreement referred to in special resolution number 1 below is approved by shareholders in terms of special resolution number 1.
SPECIAL RESOLUTION NUMBER 1 Resolved that, in terms of section 228 of the Companies Act No. 61 of 1973, as amended, if applicable, and in terms of the Listings Requirements of the JSE Limited, a transaction, the terms and conditions of which are recorded in the sale agreement dated 3 March 2008 (as amended by an addendum dated 5 May 2008) between Mvelaphanda Resources Limited (Registration No. 1980/001395/06) (Mvela Resources), Khumama Platinum (Proprietary) Limited (Registration No. 2002/017272/07) (Khumama), and Mvelaphanda Equity (Proprietary) Limited (Registration No. 2000/015686/07) (Mvela Equity), both being subsidiaries of Mvela Resources, and Northam Platinum Limited (Registration No. 1977/003282/06) (Northam) in terms of which, inter alia, Mvela Equity has agreed to sell the entire issued share capital of Khumama to Northam in consideration for Northam allotting and issuing 121 000 000 (one hundred and twenty one million) new ordinary shares with a par value of R0.01 (one cent) each in the capital of Northam to Mvela Equity, be and is hereby ratified and approved.

A copy of the agreement referred to in this special resolution number 1 has been tabled at the general meeting convened to consider, inter alia, this special resolution number 1. The agreement referred to in this special resolution number 1 is subject to the fulfilment of a number of suspensive conditions including one that the transactions recorded in the agreements referred to in ordinary resolution number 1 above are approved by shareholders in terms of ordinary resolution number 1. The reason for this special resolution number 1 is to obtain the approval of shareholders for the disposal of shares in the capital of Khumama Platinum (Proprietary) Limited pursuant to the agreement referred to in this special resolution number 1. The effect of this special resolution number 1 is to confer such approval.
SPECIAL RESOLUTION NUMBER 2 Resolved that, in terms of section 228 of the Companies Act No. 61 of 1973, as amended, and in terms of the Listings Requirements of the JSE Limited, if applicable, Mvelaphanda Resources Limited (Registration No. 1980/001395/06) (Mvela Resources) and/or one or more of its subsidiaries be and are hereby authorised to offer (Offer) up to that number of ordinary shares with a par value of R0.01 (one cent) each (Northam Shares) held by Mvela Resources and/or one or more of its subsidiaries in the capital of Northam Platinum Limited (Registration No: 1977/003282/06) (Northam) comprising 50% plus 1 share of the entire issued share capital (as at the date of the Offer) of Northam to Rustenburg Platinum Mines Limited (Registration No: 1931/003380/06) (RPML) if Mvela Resources and/or one or more of its subsidiaries are deemed to offer Northam Shares to RPML pursuant to clause 7 of the relationship agreement (Relationship Agreement) dated 3 March 2008 (as amended) between, inter alia, Mvela Resources,

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Mvelaphanda Holdings (Proprietary) Limited (Registration No. 1997/021524/07) (Mvela Holdings), Afripalm Resources (Proprietary) Limited (Registration No. 2006/011933/07) (Afripalm Resources), RPML and Northam. The Offer will be deemed to be made if certain provisions in the Relationship Agreement, and/or certain undertakings by Mvela Resources, Mvela Holdings and/or Afripalm Resources in the Relationship Agreement, salient details of which are included in paragraph 6.1 of the circular (Circular) which incorporates the notice of general meeting containing this special resolution number 2, are not complied with. The disposal resulting from RPML accepting the Offer will be made at a price which is a 25% or 50% discount to the market value of Northam Shares (as explained in paragraph 6.1 of the Circular).

A copy of the agreement referred to in this special resolution number 2 has been tabled at the general meeting convened to consider, inter alia, this special resolution number 2. The reason for this special resolution number 2 is to obtain the approval of shareholders for the disposal of shares in the capital of Northam Platinum Limited pursuant to a Relationship Breach under the relationship agreement. The effect of this special resolution number 2 is to confer such approval.
ORDINARY RESOLUTION NUMBER 2 Resolved that approval be and is hereby granted as required by section 221 and, if applicable, section 222 of the Companies Act No. 61 of 1973, as amended, for the directors of Mvelaphanda Resources Limited (Registration No. 1980/001395/06) (Mvela Resources) to allot and issue 3 579 000 (three million five hundred and seventy nine thousand) ordinary shares with a par value of R0.02 (two cents) each in the capital of Mvela Resources to Newshelf 947 (Proprietary) Limited (Registration No. 2008/003108/07) (a subsidiary of Afripalm Resources (Proprietary) Limited (Registration No. 2006/011933/07)), as set out in paragraph 9 of the circular which incorporates the notice of general meeting containing this ordinary resolution number 2.

The obligation to issue shares as contemplated in this ordinary resolution number 2 is subject to the fulfilment of various suspensive conditions including one that the transactions recorded in the agreements referred to in ordinary resolution number 1 and special resolution number 1 above are approved by shareholders in terms of those resolutions. Further details on the allotment and issue of shares contemplated in this ordinary resolution number 2 are contained in the circular which incorporates this notice of general meeting.
SPECIAL RESOLUTION NUMBER 3 Resolved that, in terms of section 228 of the Companies Act No. 61 of 1973, as amended, and in terms of the Listings Requirements of the JSE Limited, (if applicable), Mvelaphanda Resources Limited (Registration No. 1980/001395/06) (Mvela Resources) and/or one or more of its subsidiaries be and are hereby authorised to dispose of up to 121 000 000 (one hundred and twenty one million) ordinary shares with a par value of R0.01 (one cent) each (Northam Shares) in the capital of Northam Platinum Limited (Registration No. 1977/003282/06) (Northam) to Northam and/or one or more of Northams subsidiaries in consideration for Mvela Resources and/or one or more of its subsidiaries repurchasing the issued share capital of Khumama Platinum (Proprietary) Limited (Registration No. 2002/017272/07) (Khumama), and be and are hereby authorised to dispose of up to 53 102 925 (fifty three million one hundred and two thousand nine hundred and twenty-five) Northam Shares and up to 50 (fifty) ordinary shares with a par value of R1 (one Rand) each in the capital of Micawber 278 (Proprietary) Limited (Registration No. 2002/016771/07) (Micawber) and loan claims, if any, against Micawber to Anglo Platinum Limited (Registration No. 1946/022452/06) (APL) and/or one or more of APLs subsidiaries or nominees if Mvela Resources and/or one or more of its subsidiaries are required to do so (on the occurrence of an Unwind Event under the loan and warranties agreement dated 3 March 2008 (as amended by an addendum dated 22 April 2008) between Northam, Mvela Resources, Khumama, Micawber and Rustenburg Platinum Mines Limited (Registration No: 1931/003380/06) (RPML) pursuant to clause 10 of the relationship agreement dated 3 March 2008 (as amended) between, inter alia, Mvela Resources, Mvelaphanda Holdings (Proprietary) Limited (Registration No. 1997/021524/07), Afripalm Resources (Proprietary) Limited (Registration No. 2006/011933/07), RPML and Northam) (details of which are included in paragraph 6.4 of the circular which incorporates the notice of general meeting containing this special resolution number 3).

Copies of the agreements referred to in this special resolution number 3 have been tabled at the general meeting convened to consider, inter alia, this special resolution number 3. The reason for this special resolution number 3 is to obtain the approval of shareholders for the disposal of shares in the capital of Northam and Micawber under the relationship agreement pursuant to an Unwind Event. The effect of this special resolution number 3 is to confer such approval.

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SPECIAL RESOLUTION NUMBER 4 RESOLVED THAT, in terms of section 228 of the Companies Act No. 61 of 1973, as amended, and the Listings Requirements of the JSE Limited, (if applicable), Mvelaphanda Resources Limited (Registration No. 1980/001395/06) and/or one or more of its subsidiaries be and are hereby authorised to dispose of all or some of the ordinary shares in the capital of Northam Platinum Limited (Registration No. 1977/003282/06) (Northam Shares) which form the subject matter of the pledges and cessions referred to in column 5 of annexure 16 (Annexure) to the circular which incorporates the notice of general meeting containing this special resolution number 4, and/or all or some of the ordinary shares in the capital of Mvelaphanda Equity (Proprietary) Limited (Registration No. 2000/015686/07 (Mvela Equity Shares) if all or any of the funders referred to in column 1 of the Annexure become(s) entitled to dispose of those Northam Shares and/or Mvela Equity Shares pursuant to the provisions of those pledges and cessions.

Copies of the agreements referred to in this special resolution number 4 have been tabled at the general meeting convened to consider, inter alia, this special resolution number 4. The reason for this special resolution number 4 is to obtain the approval of shareholders for the disposal of shares pursuant to the occurrence of breach events under the funding referred to in annexure 16 to the circular which incorporates this notice of general meeting. The effect of this special resolution number 4 is to confer such approval.
ORDINARY RESOLUTION NUMBER 3 RESOLVED THAT each director of Mvelaphanda Resources Limited (Registration No. 1980/001395/06) (acting individually or jointly with any of the others) be and is hereby authorised to sign all such documents and do all such things and take such further and other actions as may be necessary to give effect to the ordinary and special resolutions set out in this notice and to the Transaction (as defined in the circular which incorporates the notice of general meeting containing this ordinary resolution number 3). VOTING On a show of hands, every Shareholder who, being a natural person is present in person or by proxy or, being a juristic person, is represented by authorised representative or by proxy at the general meeting, shall have one vote. On a poll, every Shareholder who, being a natural person, is present in person or by proxy or, being a juristic person, is represented by authorised representative or by proxy, shall have one vote for every ordinary share or for every A ordinary share of which he/she/it is the registered holder. A Shareholder entitled to attend and vote at the general meeting may appoint one or more persons as his/her proxy to attend, speak and vote in his/her stead. A proxy need not also be a Shareholder. A form of proxy (blue) is attached for the convenience of any dematerialised Shareholder with own name registration or certificated Shareholder who cannot attend the general meeting, but who wishes to be represented thereat. In order to be valid, completed forms of proxy must be received by the transfer secretaries of the company, Computershare Investor Services (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) by no later than 11:00 on Thursday, 5 June 2008. Dematerialised Shareholders without own name registration who wish to attend the general meeting must request their participant (Participant) or broker to issue them with the necessary letter of authority, or, if they do not wish to attend the general meeting, furnish their Participant or broker with their voting instructions in terms of the agreement concluded between themselves and their Participant or broker. By order of the Board MVELAPHANDA RESOURCES LIMITED B R van Rooyen 9 May 2008 Registered office Ground Floor 1A Albury Park Magalieszicht Avenue Dunkeld West, 2196 (PO Box 413420, Craighall, 2024) Transfer secretaries Computershare Investor Services (Proprietary) Limited Ground Floor 70 Marshall Street Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107)

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REF W2CF05413

Mvelaphanda Resources Limited

(Incorporated in the Republic of South Africa) (Registration number 1980/001395/06) Share code: MVL ISIN: ZAE000050266

(company)

FORM OF PROXY
FOR USE BY DEMATERIALISED SHAREHOLDERS OF THE COMPANY WITH OWN NAME REGISTRATION AND CERTIFICATED SHAREHOLDERS OF THE COMPANY
For use at the general meeting of the registered holders (Shareholders) of ordinary shares and A ordinary shares (each referred to hereinafter as Shares) in the capital of the company (Meeting) to be held at 11:00 on Friday, 6 June 2008 at Hackle Brooke, corner Jan Smuts Avenue and Conrad Drive, Craighall, Randburg. I/We (BLOCK LETTERS please) of Telephone Work ( being the holder/s of 1. 2. ) Telephone Home ( )

ordinary shares in the capital of the company; and A ordinary shares in the capital of the company, hereby appoint: or failing him/her, or failing him/her,

3. the chairperson of the Meeting, as my/our proxy to attend, speak and vote on a show of hands or on a poll for me/us and on my/our behalf at the Meeting (and at each adjournment or postponement thereof) to be held for the purpose of considering and, if deemed fit, passing, with or without modification, the ordinary and special resolutions to be proposed thereat and at each adjournment or postponement thereof, and to vote for and/or against such resolutions and/or abstain from voting in respect of the Shares registered in my/our name, as follows: For Ordinary resolution number 1 To approve the acquisition of Northam Shares and the Booysendal Platinum Project Special resolution number 1 To approve the disposal of the Booysendal Platinum Project to Northam Special resolution number 2 To authorise an offer of Northam Shares back to RPML on the occurrence of a Relationship Breach Ordinary resolution number 2 To approve the issue of 3 579 000 ordinary shares to a subsidiary of Afripalm Resources Special resolution number 3 To authorise disposals of Northam and Micawber Shares on the occurrence of an Unwind Event Special resolution number 4 To authorise disposals of Northam Shares and/or Mvela Equity Shares on the occurrence of breach events under the funding agreements Ordinary resolution number 3 To authorise directors to sign all documents, do all things and take all actions necessary to give effect to above resolutions and generally to act as my/our proxy at the Meeting. (Tick whichever is applicable.) If no directions are given, the proxy holder will be entitled to vote or to abstain from voting, as that proxy holder deems fit. Signed at Signature Assisted by (where applicable) Each Shareholder is entitled to appoint one or more proxies (who need not be a Shareholder/s of the company) to attend, speak and vote in place of that Shareholder at the Meeting. Unless otherwise instructed, the proxy may vote as he thinks fit. Please read the notes on the reverse hereof. on 2008 Against Abstain

Notes: 1. A Shareholder may insert the name of a proxy or the names of two alternative proxies of the Shareholders choice in the space/s provided, with or without deleting the chairperson of the Meeting, but any such deletion must be initialled by the Shareholder. The person whose name stands first on this form of proxy and who is present at the Meeting will be entitled to act as proxy to the exclusion of those whose names follow. 2. A Shareholders instruction to his proxy must be indicated in the appropriate box by inserting the number of Shares in respect of which the Shareholder wishes his proxy to cast his votes. 3. Should there be no indication in the appropriate box as to how the Shareholder wishes his votes to be cast by his proxy, then the proxy will be deemed to have been authorised to vote or abstain from voting at the Meeting as the proxy deems fit. 4. A complete form of proxy, to be effective, must reach the transfer secretaries of the company at least 24 hours before the time appointed for the holding of the Meeting (which period excludes Saturdays, Sundays and public holidays). 5. The completion and lodging of this form of proxy by a Shareholder will not preclude the relevant Shareholder from attending the Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof. 6. Documentary evidence establishing the authority of a person signing this form of proxy in a representative or other legal capacity (such as power of attorney or other written authority) must be attached to this form of proxy unless previously recorded. 7. Any alteration or correction made to this form of proxy must be initialled by the signatory/ies. 8. When there are joint holders of Shares only one of such persons may sign and lodge this form of proxy in respect of such shares as if such person was the sole holder, but if more than one of such joint holders signs and submits a form of proxy, the form of proxy, if accepted by the chairperson of the Meeting, submitted by the holder whose name appears first in the register of the company will be accepted.