EXXARO RESOURCES LIMITED - ACQUISITION OF SELECT MANGANESE ASSETS FROM NTSIMBINTLE AND OMH BECOMES UNCONDITIONAL

ACQUISITION OF SELECT MANGANESE ASSETS FROM NTSIMBINTLE AND OMH BECOMES UNCONDITIONAL

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")


ACQUISITION OF SELECT MANGANESE ASSETS FROM NTSIMBINTLE HOLDINGS PROPRIETARY
LIMITED AND OMH (MAURITIUS) CORP BECOMES UNCONDITIONAL


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 Exxaro Finance Director's pre-close
message released on SENS on 2 December 2025.

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

1. SALE TRANSACTIONS

    The Sale Equity and Sale Contracts to be acquired from Ntsimbintle Holdings are:

    -   74% 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;
    -   9% of Hotazel; and
    -   various agreements related to the above Target Assets to which Ntsimbintle Holdings and/or Safika are
        a party;

    (collectively hereinafter referred to as the "First Sale Transaction")

    -   51% of Mokala; and
    -   various agreements related to Mokala to which Ntsimbintle Holdings and/or Safika are a party;

    (hereinafter referred to as the "Mokala Sale Transaction").

    At the same time as the First Sale Transaction, the Purchaser will acquire 26% of Ntsimbintle Mining from
    OMH Mauritius (the "OMH Transaction"), resulting in the Purchaser acquiring 100% of Ntsimbintle Mining
    pursuant to the First Sale Transaction and the OMH Transaction.
2. FIRST SALE TRANSACTION AND OMH TRANSACTION UNCONDITIONAL

   Exxaro is pleased to advise shareholders that all the suspensive conditions relating to the First Sale
   Transaction and OMH Transaction have been fulfilled and/or waived. Accordingly, the First Sale Transaction
   and OMH Transaction have become unconditional and are expected to be implemented on or before 27
   February 2026.

3. MOKALA SALE TRANSACTION

   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 now 27 February 2027.

   A further SENS announcement will be made in respect of the fulfilment of the remaining suspensive
   conditions and/or closing of the Mokala Sale Transaction in due course.


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
29 January 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: 29-01-2026 07:05:00
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