REG-Pan African Resources Plc: Disposal of Pan African Resources shares by PAR Gold

Pan African ResourcesAnnouncement

31/05/2018 07:05

Pan African Resources PLC

(Incorporated and registered in England and Wales under Companies Act 1985
with registered number 3937466 on 25 February 2000)

AIM Code: PAF

JSE Code: PAN

ISIN: GB0004300496

(“Pan African Resources” or the “Company” or the “Group”)

DISPOSAL OF PAN AFRICAN RESOURCES SHARES BY PAR GOLD PROPRIETARY LIMITED

Pan African Resources has been notified that PAR Gold Proprietary Limited
(“PAR Gold”) has disposed of 130-million shares in Pan African Resources,
representing 5.8% of the issued share capital of the Company, at a price of
R1.15 per share, representing a 5.0% discount to the Company’s last closing
price of R1.21 on 29 May 2018 (the “Disposal”).

Following the Disposal, PAR Gold continues to hold 306.36-million Pan African
Resources shares, representing 13.7% of the issued share capital of the
Company. Participants in the private placement include existing institutional
shareholders.

The Pan African Resources shares held by PAR Gold are treated as treasury
shares and eliminated on consolidation for purposes of calculating earnings
per share.  Following the Disposal, the Company’s number of issued shares
is reconciled as follows:

 Total issued shares:                                                           2 234 687 537 
 Less: Shares held by PAR Gold (subsequent to Disposal):                          306 358 058 
 Shares taken into account for earnings per share calculations going forward:   1 928 329 479 

Pan African Resources is an indirect 49.9% shareholder in PAR Gold and, given
the economic rights attached to its shareholding, will receive the majority of
the proceeds from this Disposal. The proceeds, net of costs and capital gains
taxes, are approximately R126 million and will be used for general corporate
and liquidity purposes and to fund the expansion of the Elikhulu project’s
throughput to 1.2-million tonnes per month.

Following receipt of the proceeds from the Disposal, the Company has, in
conjunction with its existing debt facilities, the necessary resources to meet
its operational and immediate growth objectives and fund its ongoing capital
requirements. The Disposal will not impact the Group’s black economic
empowerment (“BEE”) holdings due to the conclusion of a BEE restructure as
previously announced on 15 December 2017.

Macquarie Advisory and Capital Markets South Africa Proprietary Limited acted
as Sole Bookrunner.

The information contained in this announcement has not been reviewed or
reported on by Pan African Resource’s auditors and is the responsibility of
the directors of Pan African Resources.

For further information on Pan African Resources, please visit the Company’s
website at http://www.panafricanresources.com/

31 May 2018

 Contact information                                                                                                                                                                                                                                                                                                     
 Corporate Office The Firs Office Building 1st Floor, Office 101 Cnr. Cradock and Biermann Avenues Rosebank, Johannesburg South Africa Office: + 27 (0) 11 243 2900 Facsimile: + 27 (0) 11 880 1240  Registered Office Suite 31 Second Floor 107 Cheapside London EC2V 6DN United Kingdom Office: + 44 (0) 207 796 8644  
 Cobus Loots Pan African Resources PLC Chief Executive Officer Office: + 27 (0) 11 243 2900                                                                                                          Deon Louw Pan African Resources PLC Financial Director Office: + 27 (0) 11 243 2900                                 
 Phil Dexter St James's Corporate Services Limited Company Secretary Office: + 44 (0) 207 796 8644                                                                                                   John Prior / Paul Gillam Numis Securities Limited Nominated Adviser and Joint Broker Office: +44 (0) 20 7260 1000   
 Sholto Simpson One Capital JSE Sponsor Office: + 27 (0) 11 550 5009                                                                                                                                 Ross Allister/James Bavister/David McKeown Peel Hunt LLP Joint Broker Office: +44 (0) 207 418 8900                  
 Julian Gwillim Aprio Strategic Communications Public & Investor Relations SA Office: +27 (0)11 880 0037                                                                                             Jeffrey Couch/Neil Haycock/Thomas Rider BMO Capital Markets Limited Joint Broker Office: +44 (0) 207 236 1010       
 Bobby Morse Buchanan Public & Investor Relations UK Office: +44 (0)20 7466 5000 Email: PAF@buchanan.uk.com                                                                                                                                                                                                              
 Website: www.panafricanresources.com                                                                                                                                                                                                                                                                                    



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