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Cautionary announcement: Notification of an unsolicited approach and commencement of a strategic, competitive process
NORTHAM PLATINUM HOLDINGS LIMITED NORTHAM PLATINUM LIMITED
Incorporated in the Republic of South Africa Incorporated in the Republic of South Africa
Registration number: 2020/905346/06 Registration number: 1977/003282/06
JSE share code: NPH JSE debt issuer code: NHMI
ISIN: ZAE000298253 Bond code: NHM021 Bond ISIN: ZAG000181496
(“Northam Holdings” or the “Company” or, together with Bond code: NHM022 Bond ISIN: ZAG000190133
its subsidiaries, “Northam” or the “Group”) Bond code: NHM026 Bond ISIN: ZAG000195942
Bond code: NHM027 Bond ISIN: ZAG000216052
Bond code: NHM028 Bond ISIN: ZAG000216045
Bond code: NHM029 Bond ISIN: ZAG000216037
(“Northam Platinum”)
CAUTIONARY ANNOUNCEMENT: NOTIFICATION OF AN UNSOLICITED APPROACH AND COMMENCEMENT OF A STRATEGIC, COMPETITIVE PROCESS
Introduction
Over the past c. 12 years, Northam has invested significant capital effectively and efficiently to sustainably reduce the
overall risk profile of the Group and expand its production base. This has been achieved through:
• creating and developing multiple orebody access points (most recently demonstrated by the commissioning of
Zondereinde’s 3 shaft and the commencement of 4 shaft, alongside the continued modular expansion at the
Booysendal complex and the ramp-up of Eland Mine);
• making transformational acquisitions that enabled the Group to grow production and sales. From 2015 to the
2026 financial year, production from own operations increased from c. 380 000 ounces of platinum, palladium,
rhodium and gold (“4E”) to c. 940 000 ounces 4E, and total sales increased from c. 420 000 ounces 4E to
c. 1.1 million ounces 4E. During the same period, the Group increased chrome production from
c. 370 000 tonnes to c. 1.7 million tonnes. These acquisitions and subsequent focused project execution
fundamentally altered the scale, market position and financial profile of the Group; and
• continuously scaling and optimising processing infrastructure to keep pace with growing mining output and
third-party supplies, increasing sales volumes, and maximising recovery rates.
Northam’s orebodies contain a premium metal basket, with significant loadings of platinum, rhodium, ruthenium, iridium
and chrome as the Group’s operations predominantly target UG2 from the western and south-eastern limbs of the
Bushveld complex, providing a competitive revenue basket advantage and adding to the attractiveness and long-term
sustainability of the Company.
On 11 August 2026, the Company announced Vision 2031, setting out its updated medium-term growth target of
1.5 million ounces 4E and over 2 million tonnes of chrome concentrate, driven by growth from the Company’s existing
orebodies, underpinned by its proven track record of responsible capital allocation and efficient project execution.
The board of directors of Northam Holdings (“Board”) has full confidence that the Company and its management team
will successfully execute on Vision 2031, which will further strengthen the Company’s competitive position in the
platinum group metals (“PGM”) sector, increase its market share and continue to create value for the Company’s
shareholders (“Shareholders”). Crucially, the Company’s growth profile coincides with a shrinking primary PGM supply,
as the long lead times associated with developing new mines means that the decline in primary supply cannot be halted
or slowed until well into the next decade.
The Board is of the view that the Company’s strategic positioning in the PGM sector and, in particular, the Company’s
ability to continue to achieve sustained organic growth within acceptable risk and capital expenditure profiles, whilst also
continuing to deliver attractive returns to Shareholders, is becoming increasingly evident.
Unsolicited Approach
Shareholders are advised that the Company’s chief executive officer and certain members of management received an
unsolicited, exploratory, non-binding approach from a major producer in the South African PGM industry (“PGM
Producer”) regarding a potential transaction with Northam involving an “asset-level transaction” or a “corporate
transaction” (“Unsolicited Approach”).
The Board has considered the Unsolicited Approach in the context of, inter alia:
• the Company’s world-class orebodies and infrastructure;
• the Company’s exceptional growth prospects, including through the execution of Vision 2031;
• management’s proven track record of delivering on strategic, operational and financial objectives;
• the increasing attractiveness of the Company and its asset base, including to other PGM industry participants;
and
• the best interests of the Company, including those of Shareholders and other stakeholders.
In the circumstances, the Board has resolved to initiate a strategic, competitive process to proactively solicit proposals
from interested parties regarding one or more potential transactions (“Process”), with a view to maximising Shareholder
value.
Rationale for the Process
The Board’s primary objective for initiating the Process is to ensure that the Company’s long-term value and strong
industry position are appropriately recognised and crystallised for the benefit of the Company, Shareholders and other
stakeholders. The Board believes that the Process will provide the Company with increased optionality, thereby
optimising Shareholders’ investment value in the Company, either through value-accretive transaction(s) which may
emerge from the Process or, alternatively, through continued investment in the Company as it continues to execute on
its growth objectives and deliver meaningful returns to Shareholders.
Furthermore, the Process enables the Company to communicate transparently with its various stakeholders, and
provides Shareholders with an opportunity to evaluate their investment positions on an ongoing basis, which the
Company may not otherwise be able to do if engaged in bilateral negotiations.
Given that the Company will likely continue to attract interest going forward, the Board also wishes to ensure that the
management team is able to remain focused without undue pressure and uncertainty arising from continued approaches
from third parties. By embarking on a structured and managed Process, the impact on management will be reduced,
whilst enabling the Company to consider value-creation opportunities.
The Process
The Company will not prescribe the identity of Process participants, nor the nature or structure of potential transaction(s)
(which may involve, without limitation, the securities or asset base of the Company or those of third parties). Accordingly,
the Company will consider credible proposals received from Process participants in respect of transaction(s) which will
create and enhance Shareholder value. Each proposal will be evaluated having regard to, inter alia, the strategic
rationale, financial terms, certainty of execution and the overall interests of the Company, Shareholders and other
stakeholders.
One Capital Advisory Proprietary Limited has been appointed as the Company’s exclusive corporate advisor in relation
to the Process and any potential transaction(s) arising therefrom.
Following publication of this announcement, letters of invitation to participate in the Process will be sent to parties
identified by the Board and Northam’s executive management as credible potential Process participants, including the
PGM Producer. Other interested parties who do not receive a letter of invitation but wish to participate in the Process
are referred to the document setting out the requirements for the submission of an expression of interest, available at
https://www.northam.co.za/component/jdownloads/?task=download.send&id=1639:notice-20260825.
A high-level information memorandum regarding the Group (“Information Memorandum”) will be made available on
the Company's website in due course, after publication of the audited consolidated results of Northam Holdings for the
financial year ended 30 June 2026, which are expected to be published on or about Friday, 28 August 2026, and the
ensuing investor roadshow. The Company will publish a SENS announcement confirming the availability of the
Information Memorandum.
The Company will treat the identity of parties who express an interest to participate in the Process as confidential, save
where a party elects to disclose its interest or participation in the Process (e.g. to its shareholders or in the media).
For the avoidance of doubt, disclosure by a Process participant of its participation in the Process will not disqualify it
from participation therein.
Cautionary Announcement
Shareholders are advised that the Unsolicited Approach and/or the Process may result in one or more transactions
which, if successfully concluded, could have a material effect on the price of Northam securities.
Accordingly, Shareholders are advised to exercise caution when dealing in Northam securities until a further
announcement is made, or this cautionary announcement is withdrawn.
Shareholders will be kept informed of any material developments in accordance with the JSE Listings Requirements
and other applicable legal requirements.
Johannesburg
25 August 2026
Corporate Advisor and Sponsor to Northam Holdings
One Capital
Attorneys to Northam Holdings and Northam Platinum
Webber Wentzel
Corporate Advisor and Debt Sponsor to Northam Platinum
One Capital
Disclaimer
This announcement does not constitute an offer or invitation to buy, sell or solicit any security or asset in any jurisdiction,
nor an offer, invitation, commitment or obligation by the Company to enter into any negotiations or transaction with any
party. The Company reserves the right, in its sole and unfettered discretion and without providing reasons, to: (i) admit
or refuse to admit any party to the Process; (ii) amend, suspend, extend or terminate the Process or any aspect thereof,
at any time; (iii) terminate one or more party's participation in the Process at any stage; (iv) engage in discussions or
negotiations with one or more party to the exclusion of others; and/or (v) reject any or all proposals submitted in
connection with the Process, in each case without any liability to any party. No party will, by reason of its reliance on
this announcement, acquire any right, expectation or claim against the Company, One Capital Advisory Proprietary
Limited, or any of their respective shareholders, subsidiaries, affiliates, directors, officers, employees, agents or advisors
(together, the “Relevant Parties”). This announcement may contain forward-looking statements relating to, inter alia,
future strategy, events, expectations, prospects, developments and financial performance. These statements reflect
current views with respect to future events and are subject to certain risks, uncertainties and assumptions. The Relevant
Parties do not guarantee future results, levels of activity, performance or achievements, nor are they under any duty to
update any forward-looking statements. Parties wishing to participate in the Process are responsible for ensuring that
their participation in the Process and conclusion of any potential transaction complies with the laws of their applicable
jurisdictions, and must place reliance on their own independent investigation and evaluation of the Group and any
potential transaction. The Process shall be governed exclusively by the laws of the Republic of South Africa.
Date: 25/08/2026 10:04:00
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