EXXARO RESOURCES LIMITED - EXXARO CONCLUDES THE ACQUISITION OF SELECT MANGANESE ASSETS FROM NTSIMBINTLE HOLDINGS AND OMH

EXXARO CONCLUDES THE ACQUISITION OF SELECT MANGANESE ASSETS FROM NTSIMBINTLE HOLDINGS AND OMH

EXXARO RESOURCES LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2000/011076/06)
JSE share code: EXX
ISIN: ZAE000084992
ADR code: EXXAY
Bond issuer code: EXXI
ISIN: ZAG000160334
("Exxaro" or the "Company")


EXXARO CONCLUDES THE ACQUISITION OF SELECT MANGANESE ASSETS FROM NTSIMBINTLE
HOLDINGS PROPRIETARY LIMITED AND OMH (MAURITIUS) CORP


Shareholders are referred to the announcement released on the Stock Exchange News Service of the JSE
Limited ("SENS") on 13 May 2025 (the "Transaction Announcement") relating to the acquisition of select
manganese assets from Ntsimbintle Holdings Proprietary Limited ("Ntsimbintle Holdings") and OMH
(Mauritius) Corp ("OMH Mauritius") (collectively the "Sellers"); and to the update on the fulfilment of suspensive
conditions released on SENS on 29 January 2026.

Capitalised terms used but not otherwise defined in this announcement have the same meaning ascribed to
them in the Transaction Announcement.

1. FIRST SALE TRANSACTION AND OMH TRANSACTION CLOSING

    As announced on 29 January 2026, all the suspensive conditions relating to the First Sale Transaction and
    OMH Transaction have been fulfilled and/or waived. Accordingly, Exxaro is pleased to announce that the
    First Sale Transaction and OMH Transaction have been implemented and closed on Friday, 27 February
    2026.

    Following implementation of the First Sale Transaction and OMH Transaction, Exxaro (through its wholly-
    owned subsidiary), now holds an effective equity interest in the Target Assets as follows:

    -   100% of Ntsimbintle Mining (which owns 50.1% of the Tshipi Borwa Mine, with the remaining 49.9%
        owned by Jupiter);
    -   19.99% of Jupiter;
    -   100% of Ntsimbintle Marketing; and
    -   9% of Hotazel,

    and has acquired various agreements related to the above Target Assets to which Ntsimbintle Holdings
    and/or Safika were a party.

2. PURCHASE CONSIDERATION

    The Closing Price payable by the Purchaser to the Sellers in respect of the First Sale Transaction and OMH
    Transaction was R10.6 billion. The purchase consideration was discharged in cash and the Transaction
    was funded through existing cash resources.
   Ben Magara, Exxaro CEO said, "We are accelerating the prudent delivery of our strategy, and we are
   pleased with the successful implementation of this transaction. Exxaro becomes a globally significant
   manganese producer with its interest in Tshipi Borwa mine, the world's 4th largest manganese mine in
   South Africa's Kalahari Manganese Field, home to approximately 80% of the world's known manganese
   resources.

   Tshipi is a world-class, long-life asset, favourably positioned on the industry cost curve. The acquisition also
   includes the marketing entities and equity interest in Hotazel Manganese Mines. Post this transaction, the
   previously maintained R12 – R15 billion cash buffer will no longer be maintained. In addition, we recently
   concluded the refinancing of our ZAR13 Billion corporate facilities. We are therefore reviewing our capital
   allocation framework considering the cyclical nature of commodity prices and our defensive and diversified
   portfolio.

   We welcome our Ntsimbintle Mining colleagues and look forward to their contributions to the wider Exxaro
   Group. This transaction has put two big and successful BEE companies together, showcasing what can be
   achieved through collaboration. Exxaro has the requisite bulk mining, logistics and marketing capabilities
   and we are looking forward to working with our joint venture partners to maintain stable operations and
   unlock opportunities together, for the benefit of all our stakeholders."

3. MOKALA SALE TRANSACTION

   As previously announced, the Mokala Sale Transaction remains subject to the fulfilment of the remaining
   suspensive conditions related to Mokala as outlined in the Transaction Announcement. The Long Stop Date
   in relation to the Mokala Sale Transaction is 27 February 2027.


M Nana
GROUP COMPANY SECRETARY

Enquiries:
Anda Mwanda
Investor Relations
Tel: + 27 12 307 6000
Mobile: +27 76 225 0742
Email: anda.mwanda@exxaro.com

Johannesburg
02 March 2026


Financial Advisors to Exxaro:

Investec Bank Limited (acting through its                    Itai Capital (Proprietary) Limited
Investment Banking Division: Corporate Finance)


Legal Advisor to Exxaro:

ENS


Sole Transaction Sponsor to Exxaro:

Investec Bank Limited (acting through its Investment Banking Division: Corporate Finance)

 
Lead Equity Sponsor and Debt Sponsor to Exxaro:            Joint Equity Sponsor to Exxaro:

 Absa Bank Limited (acting through its Corporate and        Tamela Holdings (Proprietary Limited)
 Investment Banking division)


Financial and Tax Due Diligence Advisor to Exxaro:

Deloitte


Financial Advisor to Ntsimbintle Holdings:

Barclays Bank PLC, acting through its investment bank


Legal Advisor to Ntsimbintle Holdings:

Webber Wentzel


Australian Legal Advisor to Ntsimbintle Holdings:

Gadens


Tax Advisor to Ntsimbintle Holdings:

Werksmans

Date: 02-03-2026 07:05:00
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