PAN AFRICAN RESOURCES PLC - Confirmation of listing & pricing of ordinary shares

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE, DISSEMINATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

Pan African Resources PLC

(“PAF”, the “Company” or the “Group”)

AIM Code: PAF

JSE Code: PAN

ISIN: GB0004300496

Confirmation of listing and pricing of ordinary shares

Pan African Resources PLC, the Africa-focused precious metals producer refers shareholders to the announcements released on 12 April 2017 in respect of the Bookbuild through which a total of 291,480,983 new ordinary shares (the "Placing Shares") were successfully placed, raising gross proceeds of ZAR705 million (US$51 million).

The Company is pleased to announce that approval to admit the Placing Shares for trading on AIM, a market operated by the London Stock Exchange (“LSE”) and the Johannesburg Stock Exchange, an exchange operated by JSE Limited (“JSE”) has been granted by the LSE and the JSE, both with effect from commencement of trade on Wednesday, 19 April 2017.

Furthermore, in compliance with paragraph 11.22 Listings Requirements of the JSE, the following information is disclosed:

• A total of 291,480,983 Placing Shares were issued at a price of 14 pence per Placing Share (representing a discount of approximately 7.6% to the 30-day volume weighted average traded price of 15.15 pence on the LSE as at 11 April 2017) or ZAR2.42 per Placing Share (representing a discount of approximately 7.6% to 30-day volume weighted average traded price of R2.62 on the JSE as at 11 April 2017);
• The Company will therefore have 2,234,687,537 Ordinary Shares in issue subsequent to the Bookbuild, which figure may also be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company;
• The Placing Shares were issued to public shareholders as defined in the JSE Listings Requirements, comprising existing and new institutional investors;
• The net proceeds of the Placing will be used to fast-track development of the Company’s Elikhulu Tailings Project in South Africa (“Project”) following publication of the Definitive Feasibility Study for the Project announced on 5 December 2016 and for working capital purposes.

This announcement contains inside information which is disclosed in accordance with the Market Abuse Regulation.

Unless otherwise defined herein, terms are as defined in the announcements made on 12 April 2017.

Johannesburg

19 April 2017

For more information, please visit www.panafricanresources.com

Important Information

This Announcement may contain forward-looking statements, including but not limited to statements about the costs of, and the Company's ability to successfully construct, commission and execute, the Project. 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 and therefore are based on current beliefs and expectations about future events. Forward-looking statements are not guarantees of future performance and the Group's actual operating results and financial condition, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Group's operating results, financial condition and liquidity, and the development of the industry in which the Group operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Accordingly, prospective investors should not rely on these forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. None of the Company, the Directors or the Bookrunners undertake any obligation nor do they intend to revise or update any document unless required to do so by applicable law, the Prospectus Rules, the Disclosure Requirements or the Transparency Rules.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Bookrunners or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Numis Securities, Hannam and Partners, and Peel Hunt, each of which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (“FCA”), are each acting exclusively for the Company and no one else in connection with the Placing, and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice, in relation to the Placing or any other matter referred to in this Announcement.

Rand Merchant Bank and Standard Bank are each acting exclusively for the Company and no one else in connection with the Placing, and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice, in relation to the Placing or any other matter referred to in this Announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Bookrunners by the Financial Service and Markets Act 2000, as amended, or the regulatory regime established thereunder, or by the London Stock Exchange or the AIM Rules for Companies and AIM Rules for Nominated Advisers, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the Bookrunners, nor any of their respective affiliates, directors, officers, employees or advisers accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to, the contents of this announcement, including its accuracy or completeness, or for any other statement made or purported to be made by it, or on behalf of it, the Company, the Directors or any other person, in connection with the Company, the New Ordinary Shares and the Placing, and nothing in this document should be relied upon as a promise or representation in this respect, whether or not to the past or future. Each of the Bookrunners and their respective affiliates, directors, officers, employees and advisers accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this Announcement or any such statement.

The distribution of this Announcement and the offering of the New Ordinary Shares in certain jurisdictions other than the United Kingdom and the Republic of South Africa may be restricted by law. Subject to certain exceptions, no action has been taken by the Company or the Bookrunners that would permit an offering of the New Ordinary Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in the Excluded Territories or in any other jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, and the Bookrunners to inform themselves about, and to observe, any such restrictions.

Any statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.

No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.