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Sanlam Limited - Changes to the Executive Committee Sanlam Limited (Incorporated in the Republic of South Africa) Registration number 1959/001562/06 JSE share code: SLM NSX share code: SLA ISIN: ZAE000070660 ("Sanlam" or the "Group") Sanlam Limited - Changes to the Executive Committee In terms of paragraph 3.59 of the Listings Requirements of the JSE Limited, shareholders are advised of the following changes within Sanlam Limited's ("Sanlam") Executive Management. 1. The Chief Executive Officer ("CEO") of Sanlam Personal Finance ("SPF"), Mr Hubert Brody, will step down on 31 May 2017 to attend more closely to his other interests. 2. Mr Jurie Strydom, currently the joint Deputy CEO of SPF, has been appointed the CEO of SPF and will take over on 01 June 2017. 3. With effect from 01 April 2017, Mr Temba Mvusi, the Chief Executive ("CE") of Group Market Development, has been appointed as acting CEO of the Sanlam Corporate cluster which was established at the beginning of 2016. Mr Brody, who originally joined Sanlam as CE of Group Strategy and Projects, was appointed as CEO of SPF in June 2015 and has overseen the successful restructuring of the SPF business to significantly enhance its client focus and operating structures. Mr Strydom obtained his Master of Business Administration (MBA) degree from the Massachusetts Institute of Technology (MIT) and is a qualified actuary. A Sanlam bursary holder, he started his career at Sanlam as an actuarial student. Prior to re-joining Sanlam in January 2016, Mr Strydom was CEO of Regent Insurance and an Executive Director of Imperial Holdings. More recently, he was responsible for Distribution, Glacier and Sanlam Sky within the SPF cluster. Mr Mvusi, an Executive at both Sanlam and Santam Limited ("Santam"), will hold the position of acting CEO for the Sanlam Corporate cluster until a permanent appointment is made during 2017. Among his qualifications, Mr Mvusi holds a Diploma in International Relations from the University of New Delhi and an Executive Leadership Programme from the Wharton School of Business. Mr Mvusi will retain his current responsibilities at Sanlam and Santam. The Sanlam CEO, Mr Ian Kirk, acknowledged Mr Brody's contribution to Sanlam. "Hubert has added very significant value in his time at Sanlam, not only as CEO of SPF but also in his initial role as CE of Group Strategy and Projects. He led the restructure of the SPF business and has laid a solid platform from which SPF will continue to thrive in future. We are immensely grateful for his wisdom, vision and values-based leadership, which he brought to Sanlam. We wish him well and respect his decision to focus on his various other interests." Commenting on the appointments of Mr Strydom and Mr Mvusi, Mr Kirk said: "I wish to congratulate Jurie on his appointment and I am pleased to welcome him to the Group Exco. We look forward to his role in taking the SPF cluster forward." "Temba knows the corporate space very well given his Market Development and prior Sanlam Investments roles. I am confident that he will play a pivotal role in taking the corporate cluster strategy forward and driving the Health and Sanlam Employee Benefits businesses." Bellville 28 March 2017 Sponsor Deutsche Securities (SA) Proprietary Limited Date: 28/03/2017 03:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Form 8.3 Disclosure - Redrow plc OLD MUTUAL PLC ISIN CODE: GB00B77J0862 JSE SHARE CODE: OML NSX SHARE CODE: OLM ISSUER CODE: OLOMOL Old Mutual FORM 8.3 PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE Rule 8.3 of the Takeover Code (the "Code") 1. KEY INFORMATION (a) Full name of discloser: Old Mutual plc (and subsidiaries) (b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. (c) Name of offeror/offeree in relation to whose relevant Redrow plc securities this form relates: Use a separate form for each offeror/offeree (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: (e) Date position held/dealing undertaken: 27/03/2017 For an opening position disclosure, state the latest practicable date prior to the disclosure (f) In addition to the company in 1(c) above, is the Yes - Galliford Try plc & Bovis Homes discloser making disclosures in respect of any other Group plc party to the offer? If it is a cash offer or possible cash offer, state "N/A" 2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security. (a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any) Class of relevant security: 10p ordinary Interests Short positions Number % Number % (1) Relevant securities owned 2,547,638 0.69% and/or controlled: (2) Cash-settled derivatives: (3) Stock-settled derivatives (including options) and agreements to purchase/sell: 2,547,638 0.69% TOTAL: Please note the change in holdings is also due to a transfer out of 11,783 units. 2 All interests and all short positions should be disclosed. Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions). (b) Rights to subscribe for new securities (including directors' and other employee options) Class of relevant security in relation to which subscription right exists: Details, including nature of the rights concerned and relevant percentages: 3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in. The currency of all prices and other monetary amounts should be stated. (a) Purchases and sales Class of relevant Purchase/sale Number of securities Price per unit security Ordinary Purchase 9,826 4.99 GBP (b) Cash-settled derivative transactions Class of Product Nature of dealing Number of Price per unit relevant security description e.g. opening/closing a reference e.g. CFD long/short position, securities increasing/reducing a long/short position (c) Stock-settled derivative transactions (including options) (i) Writing, selling, purchasing or varying Class of Product Writing, Number Exercise Type Expiry Option relevant description purchasing, of price per e.g. date money security e.g. call selling, securities unit American, paid/ option varying etc. to which European received option etc. per unit relates (ii) Exercise Class of relevant Product Exercising/ Number of Exercise price 3 security description exercised securities per unit e.g. call option against (d) Other dealings (including subscribing for new securities) Class of relevant Nature of dealing Details Price per unit (if security e.g. subscription, conversion applicable) 4. OTHER INFORMATION (a) Indemnity and other dealing arrangements Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" None (b) Agreements, arrangements or understandings relating to options or derivatives Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" None (c) Attachments Is a Supplemental Form 8 (Open Positions) attached? No Date of disclosure: 28 March 2017 Contact name: Rose Coyle Telephone number: 0207 002 7503 Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129. The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk. 4 Sponsor: Merrill Lynch South Africa (Pty) Ltd Joint Sponsor: Nedbank Corporate and Investment Banking Date: 28/03/2017 04:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Form 8.3 Disclosure - Exova Group OLD MUTUAL PLC ISIN CODE: GB00B77J0862 JSE SHARE CODE: OML NSX SHARE CODE: OLM ISSUER CODE: OLOMOL Old Mutual FORM 8.3 PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE Rule 8.3 of the Takeover Code (the "Code") 1. KEY INFORMATION (a) Full name of discloser: Old Mutual plc (and subsidiaries) (b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. (c) Name of offeror/offeree in relation to whose relevant Exova Group Plc securities this form relates: Use a separate form for each offeror/offeree (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: (e) Date position held/dealing undertaken: 27/03/2017 For an opening position disclosure, state the latest practicable date prior to the disclosure (f) In addition to the company in 1(c) above, is the Yes - Element Materials Technology, discloser making disclosures in respect of any other Jacobs Holding AG & PAI Partners SAS party to the offer? If it is a cash offer or possible cash offer, state "N/A" 2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security. (a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any) Class of relevant security: 1p ordinary Interests Short positions Number % Number % (1) Relevant securities owned 4,181,510 1.67% and/or controlled: (2) Cash-settled derivatives: (3) Stock-settled derivatives (including options) and agreements to purchase/sell: 4,181,510 1.67% TOTAL: All interests and all short positions should be disclosed. 2 Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions). (b) Rights to subscribe for new securities (including directors' and other employee options) Class of relevant security in relation to which subscription right exists: Details, including nature of the rights concerned and relevant percentages: 3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in. The currency of all prices and other monetary amounts should be stated. (a) Purchases and sales Class of relevant Purchase/sale Number of securities Price per unit security (b) Cash-settled derivative transactions Class of Product Nature of dealing Number of Price per unit relevant security description e.g. opening/closing a reference e.g. CFD long/short position, securities increasing/reducing a long/short position (c) Stock-settled derivative transactions (including options) (i) Writing, selling, purchasing or varying Class of Product Writing, Number Exercise Type Expiry Option relevant description purchasing, of price per e.g. date money security e.g. call selling, securities unit American, paid/ option varying etc. to which European received option etc. per unit relates (ii) Exercise Class of relevant Product Exercising/ Number of Exercise price security description exercised securities per unit 3 e.g. call option against (d) Other dealings (including subscribing for new securities) Class of relevant Nature of dealing Details Price per unit (if security e.g. subscription, conversion applicable) 4. OTHER INFORMATION (a) Indemnity and other dealing arrangements Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" None (b) Agreements, arrangements or understandings relating to options or derivatives Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" None (c) Attachments Is a Supplemental Form 8 (Open Positions) attached? No Date of disclosure: 28 March 2017 Contact name: Rose Coyle Telephone number: 0207 002 7503 Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129. The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk. Sponsor: Merrill Lynch South Africa (Pty) Ltd 4 Joint Sponsor: Nedbank Corporate and Investment Banking Date: 28/03/2017 01:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Cautionary Announcement (Rights Offer) And Listing Of New Subsidiary On The Stock Exchange Of Mauritius Ltd Mara Delta Property Holdings Limited (previously Delta Africa Property Holdings Limited) (Registered by continuation in the Republic of Mauritius) (Registration number: C128881 C1/GBL) SEM share code: DEL.N0000 JSE share code: MDP ISIN: MU0473N00028 ("Mara Delta" or "the Company") CAUTIONARY ANNOUNCEMENT (RIGHTS OFFER) AND LISTING OF NEW SUBSIDIARY ON THE STOCK EXCHANGE OF MAURITIUS LTD CAUTIONARY ANNOUNCEMENT (RIGHTS OFFER) The Board of Mara Delta wishes to inform the shareholders of the Company and the public in general that Mara Delta intends to proceed with a rights offer at USD1.40 per share. The proceeds of the rights offer will be utilised to finance the various investments of Mara Delta that have been announced to the market in recent months as well as other yield accretive assets. Further details on the rights offer, which will be subject to regulatory approvals, will be communicated in due course. Shareholders of Mara Delta and the investing public are therefore advised to exercise caution when dealing in the shares of the Company and will be kept informed of any further developments. LISTING OF NEW SUBSIDIARY ON THE STOCK EXCHANGE OF MAURITIUS LTD The shareholders of the Company and the public in general are further informed that Mara Delta is in the process of setting up a subsidiary, in Mauritius, as an entity holding a Category 1 Global Business licence. The subsidiary will shortly thereafter apply for a listing of its Class B shares (preference shares) on the Official Market of the Stock Exchange of Mauritius Ltd ("SEM"). The primary objective of the new subsidiary will be to invest into properties (directly or indirectly) with triple net, long term leases in the hospitality sector, focusing on the Indian Ocean islands, including among others Madagascar, Seychelles and Mauritius. Mara Delta has its primary listings on both the Main Board of the JSE Limited and the Official Market of the SEM. By order of the Board 28 March 2017 JSE sponsor and corporate advisor to Mara Delta: PSG Capital SEM authorised representative & sponsor and transaction advisor to Mara Delta: Perigeum Capital Directors: Sandile Nomvete (chairman), Bronwyn Corbett*, Peter Todd (lead independent), Chandra Gujadhur, Maheshwar Doorgakant#, Ian Macleod, Leon van de Moortele*, Jacqueline van Niekerk and Matshepo More (*executive director) (#alternate to Mr Gujadhur) Company secretary: Intercontinental Fund Services Limited Registered address: c/o Intercontinental Fund Services Limited, Level 5, Alexander House, 35 Cybercity, Ebène 72201, Mauritius Transfer secretary (South Africa): Computershare Investor Services Proprietary Limited Registrar and transfer agent (Mauritius): Intercontinental Secretarial Services Limited Corporate advisor and JSE sponsor: PSG Capital Proprietary Limited Sponsoring Broker: SBM Securities Ltd SEM authorised representative & sponsor and transaction advisor: Perigeum Capital Ltd This notice is issued pursuant to the JSE Listings Requirements, SEM Listing Rule 11.3 and Rule 5(1) of the Securities (Disclosure Obligations of Reporting Issuers) Rules 2007. The board of directors of the Company accepts full responsibility for the accuracy of the information contained in this communiqué. Date: 28/03/2017 07:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Summarised Audited Financial Statements For The Year Ended 28 February 2017 Capitec Bank Holdings Limited Registration number: 1999/025903/06 Registered bank controlling company Incorporated in the Republic of South Africa JSE ordinary share code: CPI ISIN code: ZAE000035861 JSE preference share code: CPIP ISIN code: ZAE000083838 ('Capitec' or 'the Company' or 'the Group') Summarised audited financial statements for the year ended 28 February 2017 Headline earnings per share up 18% to 3 281 cents Headline earnings up 18% to R3.8 billion Total dividend per share up 18% to 1 250 cents Return on equity: 27% Active clients: 8.6 million 2017/ Change % Key performance indicators 2017 2016 2016 2015 PROFITABILITY Interest income R'm 14 934 13 413* 11 11 487* Loan fee income R'm 1 137 607* 87 542* Total lending and investment income R'm 16 071 14 020 15 12 029 Interest expense R'm (3 552) (2 884) 23 (2 426) Loan fee expense R'm (642) (690) (7) (627) Total lending and investment expenses R'm (4 194) (3 574) 17 (3 053) Net lending and investment income R'm 11 877 10 446 14 8 976 Net transaction fee income R'm 3 923 3 020 30 2 608 Other income R'm - (1) 22 Income from operations R'm 15 800 13 465 17 11 606 Net loan impairment expense R'm (5 121) (4 401) 16 (4 014) Net income R'm 10 679 9 064 18 7 592 Operating expenses R'm (5 439) (4 591) 18 (4 031) Non-banking operations R'm - - (1) Income before tax R'm 5 240 4 473 17 3 560 Tax R'm (1 434) (1 244) 15 (995) Preference dividend R'm (16) (16) (18) Earnings attributable to ordinary shareholders Basic R'm 3 790 3 213 18 2 547 Headline R'm 3 793 3 222 18 2 547 Net transaction fee to net income % 37 33 34 Net transaction fee to operating expenses % 72 66 65 Cost-to-income ratio % 34 34 35 Return on ordinary shareholders equity % 27 27 25 Earnings per share Attributable cents 3 278 2 779 18 2 209 Headline cents 3 281 2 787 18 2 209 Diluted attributable cents 3 267 2 773 18 2 206 Diluted headline cents 3 270 2 781 18 2 206 Dividends per share Interim cents 450 375 20 246 Final cents 800 680 18 590 Total cents 1 250 1 055 18 836 Dividend cover x 2.6 2.6 2.6 ASSETS Net loans and advances R'm 39 205 35 760 10 32 484 Cash, cash equivalents and other liquid assets R'm 30 605 24 989 22 19 755 Other R'm 3 548 2 196 62 1 678 Total assets R'm 73 358 62 945 17 53 917 LIABILITIES Deposits and bonds R'm 55 582 47 940 16 41 181 Other R'm 1 658 1 346 23 1 172 Total liabilities R'm 57 240 49 286 16 42 353 EQUITY Shareholders' funds R'm 16 118 13 659 18 11 564 Capital adequacy ratio % 34 35 36 Net asset value per ordinary share cents 13 809 11 663 18 9 822 Share price cents 72 500 47 400 53 41 000 Market capitalisation R'm 83 830 54 807 53 47 407 Number of shares in issue '000 115 627 115 627 115 627 Share options Number outstanding '000 963 868 11 710 Number outstanding to shares in issue % 0.8 0.8 0.6 Average strike price cents 31 755 28 520 11 19 403 Average time to maturity months 20 27 28 OPERATIONS Branches 796 720 11 668 Employees 13 069 11 440 14 10 261 Active clients '000 8 569 7 269 18 6 244 ATMs Own 1 653 1 236 34 941 Partnership 2 371 2 469 (4) 2 477 Total 4 024 3 705 9 3 418 Capital expenditure R'm 1 000 704 42 414 SALES Loans Value of loans advanced R'm 27 226 24 228 12 19 417 Number of loans advanced '000 3 508 3 684 (5) 2 820 Average loan amount R 7 761 6 577 18 6 887 Average loan amount less than or equal to 6 months R 1 905 1 749 9 1 668 Average loan amount greater than 6 months R 26 605 25 229 5 27 441 Repayments R'm 32 983 28 689 15 23 787 Gross loans and advances R'm 45 135 40 891 10 36 341 Loans past due (arrears) R'm 2 855 2 297 24 1 964 Arrears to gross loans and advances % 6.3 5.6 5.4 Arrears rescheduled within 6 months R'm 1 583 1 542 3 883 Arrears and arrears rescheduled within 6 months to gross loans and advances % 9.8 9.4 7.8 Rescheduled from current within 6 months R'm 1 088 1 818 (40) 1 130 Arrears and all rescheduled within 6 months to gross loans and advances % 12.2 13.8 10.9 Provision for doubtful debts R'm 5 930 5 131 16 3 857 Provision for doubtful debts to gross loans and advances % 13.1 12.5 10.6 Arrears coverage ratio % 208 223 196 Arrears and arrears rescheduled within 6 months coverage ratio % 134 134 135 Arrears and all rescheduled within 6 months coverage ratio % 107 91 97 Total lending income (excluding investment income) R'm 14 362 12 837 12 11 287 Total lending income (excluding investment income) to average gross loans and advances % 33.4 33.2 32.2 Gross loan impairment expense R'm 6 246 5 255 19 4 616 Recoveries R'm 1 125 854 32 602 Net loan impairment expense R'm 5 121 4 401 16 4 014 Net loan impairment expense to total lending income (excluding investment income) % 35.7 34.3 35.6 Net loan impairment expense to average gross loans and advances % 11.9 11.4 11.5 Deposits and bonds Wholesale deposits R'm 7 543 10 154 (26) 11 152 Retail call savings R'm 30 117 24 152 25 19 298 Retail fixed-term savings R'm 17 922 13 634 31 10 731 * Loan origination fees previously included in loan fee income was restated and included in interest income of the Income statement. Client growth motivated by strong service and brand fundamentals The Capitec brand has consistently stayed true to its core fundamentals of delivering simplified banking that is both affordable and easy to access through personal service. This resonates with most South Africans, especially in the current tough economic climate, giving them a sense of value and allowing them to feel in control of their money. We received recognition of this when the brand was awarded the top position in the retail banking category at the Sunday Times Top Brands Awards in August 2016. Substantial Capitec brand acceptance, combined with the expansion of our branch, ATM and digital footprint, has resulted in a record growth of 1 300 000 new clients during the financial year and active clients totalled 8.6 million by year-end (February 2016: 7.3 million). Primary banking clients (those clients who make regular deposits - mainly salaries) grew in line with total client growth and represent 46% of all active clients. These primary banking clients are less likely to move their banking elsewhere and, on average, do 5 times more transactions than a regular banking client. Helping clients to help themselves Our strategy of increasing out-of-branch transacting continued to deliver strong results. Our clients are able to perform more cost efficient transactions through our self-service terminals ('SST'), remote banking app ('app'), USSD and dual note recyclers ('DNR'). A DNR is where you can deposit and withdraw money, as well as get a bank statement. Self-service banking transactions (including app, USSD, card, SSTs, DNRs and internet banking) increased 46% year-on-year to 728 million (February 2016: 499 million), while ATM and branch transactions increased 15% year-on-year to 330 million (February 2016: 287 million). As a direct result, our capacity in the branches improved and we were able to service our clients' needs faster and more efficiently. Client centricity delivered through service A core principle in the organisation is to act with the best interest of the client in mind. This emphasises the importance of the client experience, which is driven primarily by consistent client service that meets or exceeds expectations. We opened 76 new branches during the financial year in order to alleviate pressure in high volume areas and to grow the brand footprint in higher-end shopping malls. 301 of the 796 branches trade seven days a week and all branches are open for longer trading hours than the industry norm to ensure a highest level of client accessibility. We are pleased once more by the recognition the organisation received for client service as the winner of the Ask Afrika Orange Index service awards in 2016, as well as the South African Consumer Satisfaction Index (SACsi) award for the top retail bank. This is however a constant reminder to continue to focus on developing and delivering a world class service experience that helps clients to feel in control of their money. Earnings up 18% Earnings increased by 18% to R3.8 billion from R3.2 billion a year ago. Despite weak economic conditions, there was strong year-on-year growth in net transaction fee income. Net lending and investment income increased by 14%, with a 16% increase in net loan impairment expense. Net transaction fee income increased by 30% The combination of the growth in our active client base, expansion of our ATM and branch network and the increasing financial awareness of our clients on the best way to bank, has resulted in a 30% year-on-year increase in net transaction (non-lending) fee income. Our net transaction fee income covered 72% (February 2016: 66%) of our operating expenses and contributed 37% (February 2016: 33%) of our net income. Operating costs increased by 18% Operating costs increased by 18% from R4.6 billion in 2016 to R5.4 billion in 2017. The cost-to-income ratio remained at 34% for 2017 (February 2016: 34%). The main reasons for the growth in expenses were, firstly, the continued increase in the number of employees and branches. Employment costs grew year-on-year by 21% or R421 million and the cost of premises grew by 18% or R76 million, as we opened new branches during the year. Secondly, IT and security costs increased significantly. Capital expenditure for the year was R1 billion (February 2016: R704 million). The 42% year-on-year increase was mainly due to the expansion of our ATM and branch network, as well as spend on IT. Expenditure on our staff, branch and ATM network and IT systems are critical to ensuring we continue to deliver simple and affordable financial services to our clients in an easily accessible way that is accompanied by excellent service. Graduate placement program, learnerships and bursaries This year saw the launching of two new further development programs for both current and future employees. Firstly, we introduced a one year learnership program (NQF4 equivalent) for staff in branches and service centres, whereby on completion they receive a certificate in banking. Secondly, we began a graduate placement program with seven new joiners starting this year. In addition, we provided 29 bursaries to second year university students studying finance and information technology ('IT'). These investments ensure our employees and future employees have the opportunity to further educate themselves and that our talent pipeline is well placed for the future growth of the company. Leadership and staff development is important to us. 1 313 employees attended leadership courses during the financial year, while 3 915 employees participated in specific training courses. This investment in our employees will enable us to perform more effectively as a company and retain our talented leaders. We also contributed to the Ikusasa Student Financial Aid Programme ('ISFAP') during the year. ISFAP is a pilot program, backed by government and the private sector, aimed at addressing the funding challenge of tertiary education of poor and 'missing middle' students. Gross loans and advances increased by 10% Gross loans and advances increased by R4.2 billion to R45.1 billion (February 2016: R40.9 billion). The impact of continued tightening of our credit granting criteria and lending to better quality clients was evident, as we granted 176 655 less loans in 2017 than in the previous year (February 2017: 3 507 819; February 2016: 3 684 474). We granted lower-risk, higher value loans to better quality clients this year. This resulted in the value of new loans growing by 12% from R24.2 billion in 2016 to R27.2 billion in 2017. The average amount for loans less than 6 months and greater than 6 months was R1 905 (February 2016: R1 749) and R26 605 (February 2016: R25 229) respectively. The average term of the outstanding book decreased from 40 months at February 2016 to 38 months at February 2017. The launch of the Capitec credit card The Capitec credit card was launched on 18 September 2016 in the Western Cape branches and nationally on 16 October 2016. So far, it has performed within our risk appetite. Clients earn interest of at least 5.35% per year on a positive balance. Arrears as a percentage of gross loans and advances increased to 6.3% The financial stress and economic difficulties experienced by clients during the year were evident. Debt review applications and retrenchment letters received increased by 19% and 15% respectively year-on-year. There was also an increase in clients who received their salaries late or experienced reduced or no inflows. Management acted decisively to address the deteriorating arrears performance during the year by tightening credit granting to those segments and employers indicating financial stress. Significant changes were also implemented to the rescheduling policies. This ensures the performance and quality of the loan book remains within our risk appetite, while resulting in all rescheduled loans within the last 6 months to decrease year-on-year by 21% to R2.7 billion (February 2016: R3.4 billion). The economic conditions and changes in rescheduling policies contributed to the 24% year-on-year increase in arrears to R2.9 billion (February 2016: R2.3 billion). Arrears and all rescheduled loans within the last 6 months to gross loans and advances decreased to 12.2% (February 2016: 13.8%), while the arrears and all rescheduled loans within the last 6 months coverage ratio increased to 107% (February 2016: 91%). Rescheduled accounts The performance of rescheduled accounts are monitored on a daily basis. Loans that were rescheduled from arrears within the last 6 months increased by 3% year-on-year to R1.6 billion (February 2016: R1.5 billion). We implemented rules to prevent arrears clients from rescheduling for a second or third time if their risk was too high. Loans rescheduled within the last 6 months of the year from a current status decreased by 40% to R1.1 billion (February 2016: R1.8 billion). This was due to policy changes that included preventing low risk clients from rescheduling out of a current status. Higher provisions were maintained for the rescheduled book in comparison to the remainder of the book. Provisioning remains conservative and adequate The total provisions compared to gross loans and advances increased to 13.1% at the end of the 2017 financial year (February 2016: 12.5%). We provide 8% on current loans, 43% on loans one instalment behind, 81% for two instalments and 92% for three instalments, all statistically calculated. We provide on average 52% on clients that rescheduled any of their loans whilst in arrears within the last 6 months even though they are current in terms of their new agreement. For clients who rescheduled any of their loans whilst current we provide 15%. All provisions are based on the probability of default. All outstanding balances of clients who are 90 days in arrears on any loan are substantially provided for or written off. The gross loan impairment expense increased by 19% to R6.2 billion (February 2016: R5.3 billion). The table below analyses this increase: Change % 2017/ R'm 2017 2016 2016 2015 Write-offs 5 447 3 981 37 4 395 Movement in bad debt provision 799 1 274 (37) 221 Gross loan impairment expense 6 246 5 255 19 4 616 A significant portion of the 37% increase in write-offs was as a result of the change in rescheduling policies in the current year and the market deterioration of the prior year, which was provided for in 2016, that materialised in the current year. The market deterioration of the prior year, which increased the 2016 movement in bad debt provision, did not occur again in the current year. The tightening of the granting criteria and a more stable market resulted in a lower bad debt provision movement during the 2017 financial year. Our net loan impairment expense to total lending income (excluding investment income) for the year amounted to 35.7% (February 2016: 34.3%). The net loan impairment expense to average gross loans and advances increased from 11.4% in 2016 to 11.9% this year. A weak employment environment was prevalent during the year. We managed our book meticulously and restricted our lending to specific sectors and employers where we anticipated increased stress. The book continues to perform within our risk appetite. Recoveries Recoveries increased by 32% year-on-year from R854 million in 2016 to R1 125 million in 2017. The increase resulted from operational debt recovery improvements, a larger handover book and debt sales. Continued healthy capital levels The return on equity for the year was 27% (February 2016: 27%). The total annual dividend increased by 18% from 1 055 cents per share to 1 250 cents per share, in line with the increase in earnings. Capitec remains well capitalised and is generating sufficient profit to fund growth in the loan book. At February 2017, the capital adequacy ratio was 34%. Growth of deposits Retail deposits amounted to R48.0 billion at February 2017, an increase of R10.2 billion on the prior year-end (February 2016: R37.8 billion). Retail deposits continued to grow by more than total loans and advances. The value of wholesale deposits declined to R7.5 billion (February 2016: R10.2 billion). This is as result of managing our wholesale funding to meet the requirements of the loan book, matched against growth in retail fixed deposits and profit. Capitec is fully compliant with the Basel 3 liquidity ratios. Our conservative liquidity policies are unchanged. Credit regulation The Department of Trade and Industry ('DTI') published final Credit Life Insurance Regulations under the National Credit Act on 9 February 2017. The regulations prescribe the cost, cover and benefits of credit life insurance. The regulations will come into effect on 10 August 2017 and will only affect credit agreements concluded on or after the date of implementation. We are working towards implementing the regulations by the effective date. We continue to support appropriate regulation enhancing the sustainability of the credit industry and to reduce the cost of credit for consumers if this is done in a manner that is sustainable and achieves a balance between affordability and access to credit. We are supporting the regulator on these matters. Prospects We continue to grow our client numbers, branches and ATM network. This will provide us with the opportunity to offer new financial services in the future. New products will continue to have the same foundation of simplicity and affordability as our other products. Our strategy to increase self-service and digital banking will result in improved capacity and efficiencies in the branches. On 24 March 2017, we announced our investment in Cream Finance Holding Limited ('Creamfinance'). Creamfinance is a leading online technology-driven consumer loans company, offering multiple credit products across international markets. We will acquire an interest of 40% for �21 million in three tranches at nine-month intervals, subject to specific agreed performance measures being met. We are excited about this investment and the opportunities it presents for us as we expand our interests beyond the borders of South Africa. We continue to pursue our strategy to be the best retail bank. Dividend The directors declared a final gross dividend of 800 cents per ordinary share on 27 March 2017, bringing the total dividends for the year to 1 250 cents per share. There are 115 626 991 ordinary shares in issue. The final dividend meets the definition of a dividend in terms of the Income Tax Act (Act 58 of 1962). The dividend amount net of South African dividend tax of 20% is 640.00000 cents per share. The distribution is made from income reserves. Capitec's tax reference number is 9405376840. Last day to trade cum dividend Tuesday, 18 April 2017 Trading ex-dividend commences Wednesday, 19 April 2017 Record date Friday, 21 April 2017 Payment date Monday, 24 April 2017 Share certificates may not be dematerialised or rematerialised from Wednesday, 19 April 2017 to Friday, 21 April 2017, both days inclusive. The chief financial officer's review is available at http://www.capitecbank.co.za. On behalf of the board Riaan Stassen Gerrie Fourie Chairman Chief executive officer Stellenbosch 28 March 2017 Audited Audited February February 2017 2016 Summarised consolidated statement of financial position R'm R'm Assets Cash, cash equivalents and money market funds 18 677 14 165 Held-to-maturity investments 5 327 3 635 Term deposit investments 6 601 7 189 Loans and advances to clients 39 205 35 760 Other receivables 1 127 216 Derivative assets 58 225 Available-for-sale financial assets 100 - Current income tax asset - 53 Property and equipment 1 523 1 110 Intangibles 280 243 Deferred income tax asset 460 349 Total assets 73 358 62 945 Liabilities Deposits and bonds 55 582 47 940 Derivative liabilities 46 - Other liabilities 1 501 1 238 Current income tax liability 30 - Provisions 81 108 Total liabilities 57 240 49 286 Equity Ordinary share capital and premium 5 649 5 649 Cash flow hedge reserve (12) 64 Retained earnings 10 330 7 772 Share capital and reserves attributable to ordinary shareholders 15 967 13 485 Non-redeemable, non-cumulative, non-participating preference share capital and premium 151 174 Total equity 16 118 13 659 Total equity and liabilities 73 358 62 945 Audited Audited February February Restated 2017 2016 Summarised consolidated income statement R'm R'm Lending and investment income 16 071 14 019 Interest income 14 934 13 412* Loan fee income 1 137 607* Lending and investment expenses (4 194) (3 574) Interest expense (3 552) (2 884) Loan fee expense (642) (690) Net lending and investment income 11 877 10 445 Transaction fee income 5 499 4 326 Transaction fee expense (1 576) (1 306) Net transaction income 3 923 3 020 Net impairment charge on loans and advances to clients (5 121) (4 401) Net movement in financial instruments held at fair value through profit or loss - (1) Net income 10 679 9 063 Operating expenses (5 439) (4 591) Operating profit before tax 5 240 4 472 Income tax expense (1 434) (1 244) Profit for the year 3 806 3 228 Earnings per share (cents) - Basic 3 278 2 779 - Diluted 3 267 2 773 * Loan origination fees previously included in loan fee income was restated and included in interest income of the Income statement. Audited Audited February February 2017 2016 Summarised consolidated statement of comprehensive income R'm R'm Profit for the period 3 806 3 228 Cash flow hedge recognised during the year (212) 189 Cash flow hedge reclassified to profit and loss for the year 108 (111) Total movement in cash flow hedge before tax (104) 78 Income tax relating to cash flow hedge 28 (21) Other comprehensive income for the period net of tax (76) 57 Total comprehensive income for the period 3 730 3 285 Audited Audited February February 2017 2016 Reconciliation of attributable earning to headline earnings R'm R'm Net profit attributable to equity holders 3 806 3 228 Preference dividend (16) (16) Discount on repurchase of preference shares (1) 1 Net profit after tax attributable to ordinary shareholders 3 789 3 213 Non-headline items: Loss/(profit) on disposal of property and equipment 4 (11) Income tax charge - property and equipment (1) 3 Loss on scrapping of intangible assets 1 23 Income tax charge - intangible assets - (6) Headline earnings 3 793 3 222 Audited Audited February February Restated 2017 2016 Summarised consolidated statement of cash flows R'm R'm Cash flow from operating activities Cash flow from operations 10 890 8 985* Income taxes paid (1 388) (1 298) 9 502 7 687 Cash flow from investing activities Purchase of property and equipment (783) (580) Proceeds from disposal of property and equipment 9 23 Purchase of intangible assets (217) (124) Investment in term deposit investments (7 011) (8 182) Redemption of term deposit investments 7 599 6 773 Acquisition of held-to-maturity investments (7 620) (4 182) Redemption of held-to-maturity investments 5 928 547 Acquisition of available-for-sale financial assets (100) - Acquisition of investments at fair value through profit or loss and money market unit trusts 6 (89) Disposal of investments at fair value through profit or loss and money market unit trusts - 2 747 (2 189) (3 067) Cash flow from financing activities Dividends paid (1 323) (1 132) Preference shares repurchase (24) (32) Issue of institutional bonds and other funding 774 1 006* Redemption of institutional bond and other funding (2 208) (1 546)* Realised loss on settlement of employee share options less participants' contributions (14) (68) (2 795) (1 772) Net increase in cash and cash equivalents 4 518 2 848 Cash and cash equivalents at the beginning of the year 14 152 11 304 Cash and cash equivalents at the end of the year 18 670 14 152 * Wholesale funding (subordinated debt and listed bonds) previously included as cash from operations was restated and included as part of financing activities of the cash flow statement. Audited Audited February February 2017 2016 Summarised consolidated statement of changes in equity R'm R'm Equity at the beginning of the period 13 659 11 564 Total comprehensive income for the period 3 731 3 285 Ordinary dividend (1 307) (1 116) Preference dividend (16) (16) Employee share option scheme: Value of employee services 42 23 Shares acquired for employee share options at cost (27) (101) Proceeds on settlement of employee share options 13 33 Tax effect on share options 47 19 Preference shares repurchased (24) (32) Equity at the end of the period 16 118 13 659 Audited Audited February February 2017 2016 Commitments R'm R'm Capital commitments-approved by the board Contracted for: Property and equipment 196 347 Intangible assets 36 24 Not contracted for: Property and equipment 924 702 Intangible assets 393 467 Property and other operating lease commitments Future aggregate minimum lease payments Within one year 422 354 From one to five years 1 244 1 072 After five years 298 279 Total future cash flows 1 964 1 705 Straight-lining accrued (114) (89) Future expenses 1 850 1 616 Segment analysis Capitec reports a single segment - retail banking, operating only within the South African economic environment. The business is widely distributed with no reliance on any major customers. The business sells a single retail banking product 'Global One' that enables clients to transact, save and borrow. Fair values In terms of IFRS 13 'Fair value measurement', the fair value of loans and advances was R43.2 billion (February 2016: R38.2 billion), deposits and bonds was R55.9 billion (February 2016: R48.1 billion), derivative assets was R58.1 million (February 2016: R225.4 million asset), available-for-sale investment was R100 million (February 2016: nil) and derivative liabilities was R45.6 million (February 2016: nil). The fair value of loans and advances and available-for-sale investment was calculated on a level 3 basis and deposits and bonds and derivative assets and liabilities were calculated on a level 2 basis. The fair value of all other financial instruments equates their carrying amount. Notes The summarised consolidated financial statements are prepared in accordance with the JSE Limited Listings Requirements for preliminary reports and the requirements of the Companies Act applicable to summarised financial statements. The Listings Requirements require preliminary reports to be prepared in accordance with the framework concepts and the measurement and recognition requirements of International Financial Reporting Standards (IFRS) and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council and to also, as a minimum, contain the information required by IAS 34 'Interim Financial Reporting'. The accounting policies applied in the preparation of the consolidated financial statements from which the summarised consolidated financial statements were derived are in terms of IFRS and are consistent with those accounting policies applied in the preparation of the previous consolidated annual financial statements. All other standards, interpretations and amendments to published standards applied for the first time during the current financial period did not have any significant impact on the financial statements. As part of the review of the group's basis of preparation policy to consistently comply with IFRS and interpretations issued by the IFRS Interpretation Committee (IFRIC), we have reclassified loan origation fees to be included in interest income and not form part of loan fee income as previously presented. The portion of loan origination fees that relate to the creation of a financial asset are amortised over the term of the loan on an effective interest rate basis, with the unamortised portion of the fees recorded as deferred loan fee income contained within net loans and advances to clients. The impact of this reclassification for 2016 is presented as follows: Restated Reported 2016 previously Impact R'm R'm R'm Total interest income 13 413 12 475 938 Total loan fee income 607 1 545 (938) Total lending and investment income 14 020 14 020 - As part of the JSE proactive monitoring of financial statements, issuers were advised that classification of an item within the statement of cash flows, i.e. whether it relates to operating, financing, or investing activities, is equally important to users as the final net cash position. For this purpose, during the past year we have split the funding of our deposits and wholesale funding to reclassify the movement of bonds (subordinated debt and listed bonds) under financing activities and not under operating activities as previously disclosed. The impact of this reclassification is presented as follows: Restated Reported 2016 previously Impact R'm R'm R'm Cash flow from operations 8 985 8 445 540 Cash flow from financing activities (1 772) (1 232) (540) Net increase in cash and cash equivalents 7 213 7 213 - The preparation of the summarised audited consolidated financial statements was supervised by the chief financial officer, Andr� du Plessis, CA(SA). Independent auditor's opinion These summarised consolidated financial statements for the year ended 28 February 2017 have been audited by PricewaterhouseCoopers Inc., who expressed an unmodified opinion thereon. The auditor also expressed an unmodified opinion on the annual financial statements from which these summarised consolidated financial statements were derived. A copy of the auditor's report on the summarised consolidated financial statements and of the auditor's report on the annual consolidated financial statements are available for inspection at the company's registered office, together with the financial statements identified in the respective auditor's reports. The auditor's report does not necessarily report on all of the information contained in this announcement/financial results. Shareholders are therefore advised that in order to obtain a full understanding of the nature of the auditor's engagement they should obtain a copy of the auditor's report together with the accompanying financial information from the company's registered office. The directors take full responsibility for the preparation of the report and that the financial information has been correctly extracted from the underlying annual financial statements. Company Secretary and Registered Office Yolande Mouton, M.Sc,1 Quantum Street, Techno Park, Stellenbosch 7600; PO Box 12451, Die Boord, Stellenbosch 7613 Transfer Secretaries Computershare Investor Services Proprietary Limited (Registration number: 2004/003647/07) Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196; PO Box 61051, Marshalltown 2107 Sponsor PSG Capital Proprietary Limited (Registration number: 2006/015817/07) Directors R Stassen (Chairman), GM Fourie (CEO)*, AP du Plessis (CFO)*, MS du P le Roux, NS Mashiya (Exec: Risk Management)* JD McKenzie, NS Mjoli-Mncube, PJ Mouton, CA Otto, JP Verster * Executive Annual General Meeting Notice is hereby given that the annual general meeting of the shareholders of Capitec will be held on Friday, 26 May 2017. The detailed notice will be available from 26 April 2017 at http://www.capitecbank.co.za/investor-relations/shareholders-centre. capitecbank.co.za enquiries@capitecbank.co.za Date: 28/03/2017 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Quarterly Disclosure In Terms Of Regulation 43 Of The Regulations Relating To Banks Capitec Bank Holdings Limited Registration number: 1999/025903/06 Registered bank controlling company Incorporated in the Republic of South Africa JSE ordinary share code: CPI ISIN code: ZAE000035861 JSE preference share code: CPIP ISIN code: ZAE000083838 QUARTERLY DISCLOSURE IN TERMS OF REGULATION 43 OF THE REGULATIONS RELATING TO BANKS. Capitec Bank Holdings Limited and its subsidiaries ("group"), have complied with Regulation 43 of the Regulations relating to banks, which incorporates the requirements of Basel. In terms of Pillar 3 of the Basel rules, the consolidated group is required to disclose quantitative information on its capital adequacy and liquidity ratios on a quarterly basis. The group's consolidated capital and liquidity positions at the end of the fourth quarter for the 28 February 2017 financial year end are set out below: 4th Quarter 2017 3rd Quarter 2017 28 February 2017 30 November 2016 Capital Capital Adequacy Adequacy R'000 Ratio % R'000 Ratio % Common Equity Tier 1 capital (CET1) 14 886 882 30.8 14 400 817 30.0 Additional Tier 1 capital (AT1)(1) 129 485 0.3 155 381 0.3 TIER 1 CAPITAL (T1) 15 016 367 31.1 14 556 198 30.3 Total subordinated debt(1)(2) 856 834 1 254 076 Unidentified loan impairments 491 168 491 249 TIER 2 CAPITAL (T2) 1 348 002 2.8 1 745 325 3.7 TOTAL QUALIFYING REGULATORY CAPITAL 16 364 369 33.9 16 301 523 34.0 REQUIRED REGULATORY CAPITAL(3) 5 190 335 4 680 286 (1) Starting 2013, the non-loss absorbent AT1 and T2 capital is subject to a 10% per annum phase-out in terms of Basel 3. (2) Starting 2013, a deemed surplus attributable to T2 capital of subsidiaries issued to outside third parties, is excluded from group qualifying capital in terms of the accelerated adoption of Basel 3. This deduction phases in at 20% per annum. (3) This value is 10.75% (2016: 9.75%) of risk-weighted assets, being the Basel global minimum requirement of 8%, the South African country-specific buffer of 1.5% (2016: 1.75%) and the Capital Conservation Buffer of 1.25%(disclosable in terms of SARB November 2016 directive in order to standardise reporting across banks). In terms of the regulations the Individual Capital Requirement (ICR) is excluded. Operational risk disclosure changed from 01 March 2016, per the SA Reserve Bank's instruction. The operational risk capital add-on, in accordance with the ASA method, has been converted to an equivalent Risk Weighted Asset (RWA). This reduced the Capital Adequacy Ratio by approximately 1.9% in March 2016, as qualifying capital remains the same but is divided by a higher RWA amount. 4th Quarter 2017 3rd Quarter 2017 28 February 2017 30 November 2016 LIQUIDITY COVERAGE RATIO (LCR) High-Quality Liquid Assets 9 266 216 8 643 621 Net Cash Outflows(1) 804 385 824 926 Required LCR Ratio 80% 70% Actual LCR Ratio 1 152% 1 048% LEVERAGE RATIO Tier 1 Capital 15 016 367 14 556 198 Total Exposures 73 140 049 71 653 426 Leverage Ratio 20.5% 20.3% (1) As Capitec has a net cash inflow after applying the run-off weightings, outflows for the purpose of the ratio are deemed to be 25% of gross outflows. For the complete LCR and leverage ratio calculations refer to our website at www.capitecbank.co.za/investor-relations By order of the Board Stellenbosch 28 March 2017 Sponsor - PSG Capital Proprietary Limited Date: 28/03/2017 07:06:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Dealings in securities Barloworld Limited (Incorporated in the Republic of South Africa) (Registration number 1918/000095/06) (Income Tax Registration number 9000/051/71/5) (Share code: BAW) (JSE ISIN: ZAE000026639) (Share code: BAWP) (JSE ISIN: ZAE000026647) (Namibian Stock Exchange share code: BWL) ("Barloworld" or "the Company") DEALINGS IN SECURITIES BY DIRECTOR OF BARLOWORLD LIMITED AND DIRECTOR OF A MAJOR SUBSIDIARY OF BARLOWORLD LIMITED In terms of the Barloworld Share Appreciation Rights Scheme (SARs) certain share appreciation rights were granted to senior management of the Barloworld Group on 19 March 2013. The SARs are settled in Barloworld Limited ordinary shares. The SARs vest over a period of five years based on achievement of a prescribed performance condition. The 2013 grant met the performance condition and vested on 18 March 2016. Consequently a third of the grant may be exercised by the executive directors of Barloworld Limited and directors of the major subsidiary, Barloworld South Africa (Pty) Limited. In compliance with rule 3.63 to 3.74 of the Listing Requirements, the following information is disclosed: Director: Dominic Sewela Company: Barloworld Limited Date of transaction: 27 March 2017 Class of security: Ordinary shares Nature of On market purchase of shares to settle the rights transaction: that have vested under the Share Appreciation Right Scheme (SARs). Number of shares : 1 666 Date of grant: 19 March 2013 Price per share: R120.6174 Total value: R200 948.59 Vesting period: Three years after date of grant in tranches of one third per annum from the third year Nature of interest: Direct/Beneficial Market intermediary: N/A Confirmation of Clearance to deal was granted by the Chairman of clearance: Barloworld Limited Director: Donald Wilson Company: Barloworld Limited Date of transaction: 27 March 2017 Class of security: Ordinary shares Nature of On market purchase of shares to settle the rights transaction: that have vested under the Share Appreciation Right Scheme (SARs). Number of shares : 2 300 Date of grant: 19 March 2013 Price per share: R120.6174 Total value: R277 420.02 Vesting period: Three years after date of grant in tranches of one third per annum from the third year Nature of interest: Direct/Beneficial Market intermediary: N/A Confirmation of Clearance to deal was granted by the CEO of clearance: Barloworld Limited Director: Sameshan Moodley (Director of Barloworld South Africa (Pty) Ltd - Major subsidiary of Barloworld Limited) Company: Barloworld Limited Date of transaction: 27 March 2017 Class of security: Ordinary shares Nature of transaction: On market purchase of shares to settle the rights that have vested under the Share Appreciation Right Scheme (SARs). Number of shares : 881 Date of grant: 19 March 2013 Price per share R120.6174 Total value: R106 263.93 Vesting period: Three years after date of grant at a tranche of one third per annum from the third year Nature of interest: Direct/Beneficial Market intermediary: N/A Confirmation of clearance: Clearance to deal was granted by a director of Barloworld Limited Sandton 28 March 2017 Sponsor: J.P. Morgan Equities South Africa Proprietary Limited Date: 28/03/2017 03:09:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Anglo American Capital plc announces indicative results of Tender Offers for certain of its Notes Anglo American plc (Incorporated in England and Wales) (Registration number: 3564138) Registered office: 20 Carlton House Terrace, London, SW1Y 5AN ISIN: GBOOB1XZS820 JSE Share Code: AGL NSX Share Code: ANM Anglo American Capital plc announces indicative results of Tender Offers for certain of its Notes THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014. NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "DISTRIBUTION RESTRICTIONS" BELOW) 28 March 2017. Anglo American Capital plc1 (the "Company") today announces the indicative results of its invitations to holders of such of its outstanding notes as are listed below (together, the "Notes") to tender some or all of their Notes to the Company for purchase by the Company for cash (the "Tender Offers"), for an aggregate consideration of up to the Total Funds Available, subject to satisfaction or waiver of the New Issue Condition and upon the terms and subject to the other conditions set out in the tender offer memorandum dated 20 March 2017 (the "Tender Offer Memorandum") prepared by the Company. The Tender Offers expired at 16:00 hours (London time) on 27 March 2017. Capitalised terms used but not defined in this announcement have the meanings given to them in the Tender Offer Memorandum. Following expiration of the Tender Offer Period, the Company hereby announces that, in the event the New Issue Condition is satisfied or waived and it decides to accept valid tenders of Notes pursuant to the Tender Offers, it intends to accept Notes pursuant to the Tender Offers with an indicative total nominal amount of approximately US$968,917,171 on the basis of (i) the indicative non-binding Series Acceptance Amounts; and (ii) the indicative non- binding Pro-Rating Factor(s), each as set out in the table below: Notes ISIN Outstanding Indicative Series Indicative Pro-Rating Nominal Amount Acceptance Amount Factor EUR750,000,000 1.750 per cent. Notes XS1052677207 EUR537,805,000 EUR280,246,000 N/A due 3 April 2018 (the "Notes due April 2018") GBP400,000,000 6.875 per cent. Notes XS0361024895 GBP266,743,000 GBP175,119,000 N/A due 1 May 2018 (the "Notes due May 2018") EUR750,000,000 2.500 per cent. Notes XS0830380639 EUR481,635,000 EUR232,855,000 N/A due 18 September 2018 (the "Notes due September 2018") EUR750,000,000 2.750 per cent. Notes XS0789283792 EUR750,000,000 EUR175,996,000 N/A due 7 June 2019 (the "Notes due June 2019") EUR600,000,000 1.500 per cent. Notes XS1211292484 EUR600,000,000 EUR 0 0 per cent. due 1 April 2020 (the "Notes due April 2020") EUR600,000,000 2.875 per cent. Notes XS0995040051 EUR600,000,000 EUR 0 0 per cent. due 20 November 2020 (the "Notes due November 2020") Pricing and Results 1 (LEI TINT358G1SSHR3L3PW36) Pricing will take place on or around 13:00 hours (London time) (the "Pricing Time") today. As soon as reasonably practicable after the Pricing Time, the Company will announce (i) whether the New Issue Condition has been satisfied or waived, (ii) whether the Company will accept valid Offers to Sell pursuant to the Tender Offers; (iii) in respect of the Notes accepted for purchase, the relevant Purchase Price; (iv) in respect of the Fixed Spread Notes accepted for purchase, the relevant Reference Rate and the relevant Purchase Yield; and (v) the relevant Series Acceptance Amounts, any Pro-Rating Factor (if applicable) and Accrued Interest Amounts. Settlement of the Tender Offers and payment of the Tender Consideration in respect of any Notes accepted for purchase is expected to take place on 30 March 2017. Notes that are not tendered and accepted for purchase pursuant to the Tender Offers will remain outstanding. Citigroup Global Markets Limited and Morgan Stanley & Co. International plc are the Global Coordinators and Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A. and Barclays Bank PLC, together with Citigroup Global Markets Limited and Morgan Stanley & Co. International plc are acting as Joint Dealer Managers for the Tender Offers and Lucid Issuer Services Limited is acting as Tender Agent. Questions and requests for information in relation to the Tender Offers may be directed to the Joint Dealer Managers. GLOBAL COORDINATORS Citigroup Global Markets Limited Morgan Stanley & Co. International plc Citigroup Centre 25 Cabot Square 33 Canada Square Canary Wharf Canary Wharf London E14 4QA London E14 5LB United Kingdom United Kingdom JOINT DEALER MANAGERS Banco Bilbao Vizcaya Argentaria, S.A. Banco Santander, S.A. 44th Floor, One Canada Square Ciudad Grupo Santander Edificio Encinar E14 5AA Avenida de Cantabaria, s/n 28660 Boadilla del Monte United Kingdom Madrid Spain Tel: +44 20 7648 7516/ Tel: +44 20 7756 6909/ +44 20 7397 6125 +44 20 7756 6648 Attention: Liability Management Attention: Liability Management Email: liabilitymanagement@bbva.com Email: tommaso.grospietro@santandergcb.com/ King.Cheung@santandergcb.com Barclays Bank PLC Citigroup Global Markets Limited 5 The North Colonnade Citigroup Centre Canary Wharf 33 Canada Square London E14 4BB Canary Wharf United Kingdom London E14 5LB United Kingdom Tel: +44 20 3134 8515 Tel: +44 20 7986 8969 Attention: Liability Management Group Attention: Liability Management Group Email: eu.lm@barclays.com Email: liabilitymanagement.europe@citi.com Morgan Stanley & Co. International plc 25 Cabot Square Canary Wharf London E14 4QA United Kingdom Tel: +44 20 7677 7799 Attention: Liability Management Email: liabilitymanagement.europe@morganstanley.com THE TENDER AGENT Lucid Issuer Services Limited Tankerton Works 12 Argyle Walk London WC1H 8HA Tel: +44 20 7704 0880 Attention: Thomas Choquet / David Shilson Email: angloamerican@lucid-is.com This announcement is released by Anglo American Capital plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Tender Offers, the U.S. Tender Offers and the New Issue described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by John Mills (Group Company Secretary) at Anglo American Capital plc. DISCLAIMER Subject to applicable law, the Company or any of its affiliates may at any time following completion of the Tender Offers purchase remaining outstanding Notes by tender, in the open market, by private agreement or otherwise on such terms and at such prices as the Company, or if applicable, its affiliates may determine. Such terms, consideration and prices may be more or less favourable than those offered pursuant to the Tender Offers. This announcement must be read in conjunction with the Tender Offer Memorandum. If any Noteholder is in any doubt as to the content of this announcement or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. DISTRIBUTION RESTRICTIONS The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Joint Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Notes or an invitation to participate in the Tender Offers. Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 28/03/2017 11:13:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Anglo American Capital plc announces final results and pricing of Tender Offers for certain of its Notes Anglo American plc (Incorporated in England and Wales) (Registration number: 3564138) Registered office: 20 Carlton House Terrace, London, SW1Y 5AN ISIN: GBOOB1XZS820 JSE Share Code: AGL NSX Share Code: ANM Anglo American Capital plc announces final results and pricing of Tender Offers for certain of its Notes THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014. NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "DISTRIBUTION RESTRICTIONS" BELOW) 28 March 2017. Further to its indicative results announcement earlier today, Anglo American Capital plc 1 (the "Company") announces the final results and pricing of its invitations to holders of such of its outstanding notes as are listed below (together, the "Notes") to tender some or all of their Notes to the Company for purchase by the Company for cash (the "Tender Offers"), for an aggregate consideration of up to the Total Funds Available, upon the terms and subject to the other conditions set out in the tender offer memorandum dated 20 March 2017 (the "Tender Offer Memorandum") prepared by the Company. The Tender Offers expired at 16:00 hours (London time) on 27 March 2017. Capitalised terms used but not defined in this announcement have the meanings given to them in the Tender Offer Memorandum. The Company hereby announces it will accept for purchase validly tendered Notes pursuant to the Tender Offers with a total nominal amount of approximately US$968,917,171 on the basis of the Series Acceptance Amounts and Pro-Rating Factors set out in the table below, which also includes the relevant Purchase Price, Accrued Interest and, in respect of the Fixed Spread Notes accepted for purchase, the relevant Reference Rate: Notes ISIN Reference Fixed Purchase Purchase Series Pro- Accrued Aggregate nominal Rate Purchase Spread Price Acceptance Rating Interest amount outstanding after Yield Amount Factor the Settlement Date EUR750,000,000 1.750 XS1052677207 N/A -0.15 per N/A 101.924 EUR280,246,000 N/A 1.731 per cent. EUR257,559,000 per cent. Notes due 3 cent. per cent. April 2018 (the "Notes due April 2018") GBP400,000,000 6.875 XS0361024895 0.148 per N/A 70 bps 106.493 GBP175,119,000 N/A 6.272 per cent. GBP91,624,000 per cent. Notes due 1 cent. per cent. May 2018 (the "Notes due May 2018") EUR750,000,000 2.500 XS0830380639 N/A 0.00 per cent. N/A 103.678 EUR232,855,000 N/A 1.322 per cent. EUR248,780,000 per cent. Notes due per cent. 18 September 2018 (the "Notes due September 2018") EUR750,000,000 2.750 XS0789283792 -0.086 per N/A 40 bps 105.305 EUR175,996,000 N/A 2.230 per cent. EUR574,004,000 per cent. Notes due 7 cent. per cent. June 2019 (the "Notes due June 2019") EUR600,000,000 1.500 XS1211292484 N/A N/A 70 bps N/A EUR 0 N/A N/A EUR600,000,000 per cent. Notes due 1 April 2020 (the "Notes due April 2020") 1 (LEI TINT358G1SSHR3L3PW36) EUR600,000,000 2.875 XS0995040051 N/A N/A 85 bps N/A EUR 0 N/A N/A EUR600,000,000 per cent. Notes due 20 November 2020 (the "Notes due November 2020") Settlement The New Issue Condition was waived on 28 March 2017. Settlement of the Tender Offers and payment of the Tender Consideration in respect of Notes accepted for purchase is expected to take place on 30 March 2017. Notes that have not been tendered or accepted for purchase pursuant to the Tender Offers will remain outstanding. Citigroup Global Markets Limited and Morgan Stanley & Co. International plc are the Global Coordinators and Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A. and Barclays Bank PLC, together with Citigroup Global Markets Limited and Morgan Stanley & Co. International plc are acting as Joint Dealer Managers for the Tender Offers and Lucid Issuer Services Limited is acting as Tender Agent. GLOBAL COORDINATORS Citigroup Global Markets Limited Morgan Stanley & Co. International plc Citigroup Centre 25 Cabot Square 33 Canada Square Canary Wharf Canary Wharf London E14 4QA London E14 5LB United Kingdom United Kingdom JOINT DEALER MANAGERS Banco Bilbao Vizcaya Argentaria, S.A. Banco Santander, S.A. 44th Floor, One Canada Square Ciudad Grupo Santander Edificio Encinar E14 5AA Avenida de Cantabaria, s/n 28660 Boadilla del Monte United Kingdom Madrid Spain Tel: +44 20 7648 7516/ Tel: +44 20 7756 6909/ +44 20 7397 6125 +44 20 7756 6648 Attention: Liability Management Attention: Liability Management Email: liabilitymanagement@bbva.com Email: tommaso.grospietro@santandergcb.com/ King.Cheung@santandergcb.com Barclays Bank PLC Citigroup Global Markets Limited 5 The North Colonnade Citigroup Centre Canary Wharf 33 Canada Square London E14 4BB Canary Wharf United Kingdom London E14 5LB United Kingdom Tel: +44 20 3134 8515 Tel: +44 20 7986 8969 Attention: Liability Management Group Attention: Liability Management Group Email: eu.lm@barclays.com Email: liabilitymanagement.europe@citi.com Morgan Stanley & Co. International plc 25 Cabot Square Canary Wharf London E14 4QA United Kingdom Tel: +44 20 7677 7799 Attention: Liability Management Email: liabilitymanagement.europe@morganstanley.com THE TENDER AGENT Lucid Issuer Services Limited Tankerton Works 12 Argyle Walk London WC1H 8HA Tel: +44 20 7704 0880 Attention: Thomas Choquet / David Shilson Email: angloamerican@lucid-is.com This announcement is released by Anglo American Capital plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Tender Offers, the U.S. Tender Offers and the New Issue described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by John Mills (Group Company Secretary) at Anglo American Capital plc. DISCLAIMER Subject to applicable law, the Company or any of its affiliates may at any time following completion of the Tender Offers purchase remaining outstanding Notes by tender, in the open market, by private agreement or otherwise on such terms and at such prices as the Company, or if applicable, its affiliates may determine. Such terms, consideration and prices may be more or less favourable than those offered pursuant to the Tender Offers. This announcement must be read in conjunction with the Tender Offer Memorandum. If any Noteholder is in any doubt as to the content of this announcement or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. DISTRIBUTION RESTRICTIONS The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Joint Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Notes or an invitation to participate in the Tender Offers. Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 28/03/2017 05:22:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Changes in the directorate TEXTON PROPERTY FUND LIMITED Granted REIT status by the JSE (Incorporated in the Republic of South Africa) (Registration number 2005/019302/06) JSE code: TEX ISIN: ZAE000190542 ("Texton" or "the Company") CHANGES IN THE DIRECTORATE The Board of Directors of Texton ("the Board") hereby announces that with effect from 30 June 2017, Ms. Brigitte de Bruyn has resigned from her position as financial director of the Company to pursue her own interests. The Board wishes to express its appreciation to Brigitte for her dedication and contribution to the Company, and wishes her every success in the future. The Company has commenced the process of appointing a suitable replacement and expects to make an announcement in this regard in the near future. Hyde Park 28 March 2017 Sponsor Investec Bank Limited Date: 28/03/2017 05:37:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Notification Of Major Interest In Shares Tiso Blackstar Group SE (Incorporated in Malta) (Company number SE 4) (registered as an external company with limited liability in the Republic of South Africa under registration number 2011/008274/10) LSE Ticker: TBGR JSE Share code: TBG ISIN: MT0000620113 ("Tiso Blackstar" or the "Company") TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi 1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are TISO BLACKSTAR GROUP SE attached: ii 2 Reason for the notification (please tick the appropriate box or boxes): An acquisition or disposal of voting rights X An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments An event changing the breakdown of voting rights Other (please specify): 3. Full name of person(s) subject to the PROTEA ASSET MANAGEMENT LLC AND notification obligation: iii CONDUIT CAPITAL LIMITED 4. Full name of shareholder(s) (if different from 3.):iv 5. Date of the transaction and date on which the threshold is crossed or FEBRUARY 23, 2017 reached: v 6. Date on which issuer notified: MARCH 23, 2017 7. Threshold(s) that is/are crossed or 3% reached: vi, vii 8. Notified details: A: Voting rights attached to shares viii, ix Class/type of Situation previous Resulting situation after the triggering transaction shares to the triggering transaction if possible using Number Number Number Number of voting % of voting rights x the ISIN CODE of of of shares rights Shares Voting Indirec Direct Direct xi Direct Indirect Rights t xii MT0000620113 7,933,611 7,933,611 7,990,456 3.006% B: Qualifying Financial Instruments Resulting situation after the triggering transaction Type of financial Expiration Exercise/ Number of voting % of voting instrument date xiii Conversion Period xiv rights that may be rights acquired if the instrument is exercised/ converted. C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi Resulting situation after the triggering transaction Type of financial Exercise Expiration Exercise/ Number of voting rights % of voting rights xix, instrument price date xvii Conversion instrument refers to xx period xviii Nominal Delta Total (A+B+C) Number of voting rights Percentage of voting rights 7,990,456 3.006% 9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: xxi Our group, which is deemed to be under common control, is comprised of: 1. Protea Asset Management LLC ("Protea") = 7,448,284 shares, and 2. Conduit Capital Limited ("Conduit") = 542,172 shares Address for Protea (a US limited partnership) is as follows: 3 Columbus Circle, 15th Floor New York, NY 10019 Address for Conduit (a JSE listed company) is as follows: Unit 9, 4 Homestead Avenue Bryanston, Sandton 2191 Proxy Voting: 10. Name of the proxy holder: 11. Number of voting rights proxy holder will cease to hold: 12. Date on which proxy holder will cease to hold voting rights: 13. Additional information: 14. Contact name: ADRIAN MAIZEY 15. Contact telephone number: +1-203-489-2032 JSE Sponsor: PSG Capital Proprietary Limited Date: 28/03/2017 11:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Completion of Acquisition of Cowan Lithium Project Tawana Resources NL (Incorporated in Australia) (Registration number ACN 085 166 721) Share code on the JSE Limited: TAW JSE ISIN: AU0000TAWDA9 Share code on the Australian Securities Exchange Limited: TAW ASX ISIN: AU000000TAW7 ("the Company" or "Tawana") Completion of Acquisition of Cowan Lithium Project Tawana Resources NL ("Tawana" or the "Company") advises that the vendors of the Cowan and Yallari Lithium Projects (refer ASX announcement 6 March 2017) have elected to receive $1,000,000 in cash and $1,000,000 in Tawana shares (50% escrowed for 12 months). Refer accompanying Appendix 3B and ASX releases 6 March 2017 and 11 July 2016 for full details. In addition, the company has issued options to key production employees, details of which are also included in the Appendix 3B. Cowan Project The Cowan Project comprises three tenements totalling 159km2. The tenements are adjacent to the Bald Hill Mine (Tawana earning 50%), at which the Company is expected to commence lithium production in 2017. The Cowan Project contains a large number of LCT pegmatites some of which are proven to contain significant spodumene. Yallari Project The fourth tenement is a 41.2km2 application which forms part of the Company's Yallari Project, located 6km west of the Mt Marion lithium mine (75km NW of the Cowan Project). The tenement contains numerous pegmatites in the same host-rock sequence as Mt Marion and is located close to the Depot Hill granodiorite. No exploration for lithium has been undertaken to date, however the project is considered highly prospective. About Tawana (ASX & JSE: TAW) Tawana Resources NL, is focussed on becoming a spodumene producer in 2017 with its high-quality lithium projects in Western Australia and Namibia. Tawana's principal projects are the Bald Hill Lithium and Tantalum Mine (earning a 50% interest) and the adjacent Cowan Lithium Project. The projects have numerous high quality spodumene-rich pegmatites, some of which have been historically mined and processed for tantalum at the existing Bald Hill processing facility. The Company also owns rights to the giant Uis pegmatite tailings stockpile in Namibia, estimated to be 20 million tonnes. Drilling has been completed confirming the presence of lithium. Metallurgical test work to confirm acceptable recoverable grades has commenced and if favourable, there is potential for a low capex/opex operation. The Company also owns the Mofe Creek Iron Ore Project in coastal Liberia. The deposits are characterised by exceptionally coarse grained, high-grade free-dig, itabirite that have the potential to deliver a premium, low cost product. The Company is completing a Mineral Development Agreement ("MDA") with the Government of Liberia and is considering initially collaborating with owners of the under-utilized port of Monrovia or others with a desire to develop a low capital cost DSO operation. Appendix 3B New issue announcement, application for quotation of additional securities and agreement Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public. Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12 Name of entity TAWANA RESOURCES NL ABN 69 085 166 721 We (the entity) give ASX the following information. Part 1 - All issues You must complete the relevant sections (attach sheets if there is not enough space). 1 +Class of +securities issued or (a) Fully paid ordinary shares to be issued (b) Fully paid ordinary shares (c) Class K, L, M, N Incentive Options 2 Number of +securities issued (a) 3,546,099 or to be issued (if known) or (b) 3,546,099 maximum number which may (c) 3,250,000 Incentive Options be issued 3 Principal terms of the (a) Fully paid ordinary shares +securities (eg, if options, (b) Fully paid ordinary shares exercise price and expiry date; (c) Class K, L, M, N Incentive Options, (exercise if partly paid +securities, the price of $0.16 to $0.23 and expiry date of 1 March amount outstanding and due 2019 to 8 May 2020) dates for payment; if +convertible securities, the conversion price and dates for conversion) 4 Do the +securities rank equally (a) Yes in all respects from the date of (b) Yes but note they are subject to a trading allotment with an existing +class restriction until 6 March 2018 of quoted +securities? (c) No, the incentive options represent a new class of security If the additional securities do not rank equally, please state: - the date from which they do - the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment - the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration (a) Nil, deemed price of $0.141 per share, consideration for acquisition of Cowan and Yallari Lithium Projects as outlined in ASX release 6 March 2017. (b) Nil, deemed price of $0.141 per share, consideration for acquisition of Cowan and Yallari Lithium Projects as outlined in ASX release 6 March 2017. (c) The incentive options were issued for nil consideration. 6 Purpose of the issue (a) Consideration for acquisition of Cowan and (If issued as consideration for Yallari Lithium Projects. the acquisition of assets, clearly (b) Consideration for acquisition of Cowan and identify those assets) Yallari Lithium Projects. (c) Incentive Options were issued to employees and consultants in accordance with the Company's Employee Option Incentive Plan. 6a Is the entity an +eligible entity No that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder N/A resolution under rule 7.1A was passed 6c Number of +securities issued 7,092,198 Fully paid ordinary shares without security holder approval under rule 7.1 6d Number of +securities issued N/A with security holder approval under rule 7.1A 6e Number of +securities issued N/A with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued N/A under an exception in rule 7.2 6g If securities issued under rule N/A 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under N/A rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity's remaining 7.1 - 44,936,627 issue capacity under rule 7.1 and 7.1A - N/A rule 7.1A - complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities 27 March 2017 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 382,117,700 Ordinary Fully Paid +securities quoted on ASX Shares (including the securities in section 2 if applicable) Number Class + 9 Number and +class of all 550,000 Class F Incentive Options +securities not quoted on ASX ($0.178, 26 May 2018) 2,500,000 Class G Placement Options (including the securities in ($0.035, 15 June 2018) section 2 if applicable) 3,000,000 Class H Incentive Options ($0.06, 30 June 2019) 2,000,000 Class I Incentive Options ($0.06, 30 June 2019) 2,625,000 Class J Incentive Options ($0.13, 7 January 2020) 500,000 Class K Incentive Options ($0.16, 1 March 2019) 1,500,000 Class L Incentive Options ($0.16, 15 March 2020) 750,000 Class M Incentive Options ($0.18, 8 May 2020) 500,000 Class N Incentive Options ($0.23, 27 March 2020) 10 Dividend policy (in the case of a Unchanged trust, distribution policy) on the increased capital (interests) Part 2 - Bonus issue or pro rata issue 11 Is security holder approval N/A required? 12 Is the issue renounceable or non- N/A renounceable? 13 Ratio in which the +securities N/A will be offered 14 +Class of +securities to which the N/A offer relates 15 +Record date to determine N/A entitlements 16 Will holdings on different N/A registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements N/A in relation to fractions 18 Names of countries in which the N/A entity has +security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of N/A acceptances or renunciations 20 Names of any underwriters N/A 21 Amount of any underwriting fee N/A or commission 22 Names of any brokers to the N/A issue 23 Fee or commission payable to N/A the broker to the issue 24 Amount of any handling fee N/A payable to brokers who lodge acceptances or renunciations on behalf of +security holders 25 If the issue is contingent on N/A +security holders' approval, the date of the meeting 26 Date entitlement and acceptance N/A form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, N/A and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if N/A applicable) 29 Date rights trading will end (if N/A applicable) 30 How do +security holders sell N/A their entitlements in full through a broker? 31 How do +security holders sell N/A part of their entitlements through a broker and accept for the balance? 32 How do +security holders dispose N/A of their entitlements (except by sale through a broker)? 33 +Issue date N/A Part 3 - Quotation of securities You need only complete this section if you are applying for quotation of securities 34 Type of securities (tick one) (a) ? Securities described in Part 1 (b) All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities Entities that have ticked box 34(a) Additional securities forming a new class of securities Tick to indicate you are providing the information or documents ?the securities are equitythe numberthe names of the of additional securities 35 If + + securities, 20 largest holders of the + additional securities, and and percentage + held by those holders ?the securities are equity securities, a distribution schedule of the additional 36 If + + + securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over ?copy of any trust deed for the additional 37 A +securities Entities that have ticked box 34(b) 38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? If the additional securities do not rank equally, please state: ? the date from which they do ? the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment ? the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number Class + 42 Number and +class of all +securities quoted on ASX (including the securities in clause 38) Quotation agreement 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides. 2 We warrant the following to ASX. - The issue of the +securities to be quoted complies with the law and is not for an illegal purpose. - There is no reason why those +securities should not be granted +quotation. - An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act. Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty - Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted. - If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted. 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement. 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete. Sign here: ................... ........................ …. Date: 27 March 2017 (Company secretary) Print name: Michael Naylor 28 March 2017 Sponsor PricewaterhouseCoopers Corporate Finance (Pty) Ltd Appendix 3B - Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities Introduced 01/08/12 Part 1 Rule 7.1 - Issues exceeding 15% of capital Step 1: Calculate "A", the base figure from which the placement capacity is calculated Insert number of fully paid ordinary 73,762,751 securities on issue 12 months before date of issue or agreement to issue Add the following: 34,406,658 (Rights Issue 3 June 2016) • Number of fully paid ordinary securities 39,356,093 (Rights Issue shortfall 16 June issued in that 12 month period under 2016) an exception in rule 7.2 19,620,000 (ratified and approved at • Number of fully paid ordinary securities shareholder meeting dated 23 August 2016 ) issued in that 12 month period with 90,380,000 (approved at shareholder shareholder approval meeting dated 23 August 2016) • Number of partly paid ordinary 1,000,000 Options (exercise of options on securities that became fully paid in that 24 November 2016) 12 month period 29,628,825 (ratified at shareholder meeting Note: dated 23 December 2016) • Include only ordinary securities here - other classes of equity securities 5,000,000 (ratified at shareholder meeting cannot be added dated 23 December 2016) • Include here (if applicable) the securities the subject of the Appendix 27,200,175 (approved at shareholder 3B to which this form is annexed meeting dated 23 December 2016) • It may be useful to set out issues of 50,000,000 (approved at shareholder securities on different dates as meeting dated 23 December 2016) separate line items 3,171,000 (approved at shareholder meeting dated 23 December 2016) Subtract the number of fully paid ordinary - securities cancelled during that 12 month period "A" 373,525,502 Step 2: Calculate 15% of "A" "B" 0.15 [Note: this value cannot be changed] Multiply "A" by 0.15 56,028,825 Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used Insert number of equity securities issued or 2,500,000 Options (refer appendix 3B on 16 agreed to be issued in that 12 month period June 2016) not counting those issued: 1,500,000 Shares (refer appendix 3B on 24 • Under an exception in rule 7.2 August 2016) • Under rule 7.1A 7,092,198 Shares (27 March 2017) • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded - not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items "C" 11,092,198 Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1 "A" x 0.15 56,028,825 Note: number must be same as shown in Step 2 Subtract "C" 11,092,198 Note: number must be same as shown in Step 3 Total ["A" x 0.15] - "C" 44,936,627 Part 2 Rule 7.1A - Additional placement capacity for eligible entities Step 1: Calculate "A", the base figure from which the placement capacity is calculated "A" Not Applicable Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of "A" "D" 0.10 Note: this value cannot be changed Multiply "A" by 0.10 Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities - not just ordinary securities • Include here - if applicable - the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items "E" Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A "A" x 0.10 Note: number must be same as shown in Step 2 Subtract "E" Note: number must be same as shown in Step 3 Total ["A" x 0.10] - "E" Note: this is the remaining placement capacity under rule 7.1A Date: 28/03/2017 08:52:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Redemption finalisation announcement - SHPCB Shoprite Investments Limited (Incorporated in the Republic of South Africa) (Registration number 1985/000928/06) Stock code: SHPCB ISIN: ZAE000166997 ("Shoprite Investments" or "the Issuer") REDEMPTION FINALISATION ANNOUNCEMENT Further to the notice to bondholders regarding the redemption of the Shoprite Investments ZAR4,700,000,000 Senior Unsecured Guaranteed Convertible Registered Bonds ("the SHPCB convertible bond") announcement released on SENS on 8 March 2017, bondholders are further advised of the finalisation details of the SHPCB convertible bond redemption, which is effective 3 April 2017. The salient dates applicable to the final redemption are as follows: Conversion Notice Deadline: Close of business, Friday, 24 March 2017 Finalisation Date: Tuesday, 28 March 2017 Last Day to Trade: Tuesday, 28 March 2017 Ex-date: Wednesday, 29 March 2017 Suspension of securities: Wednesday, 29 March 2017 RD: Friday, 31 March 2017 Payment Date: Monday, 3 April 2017 Redemption date: Monday, 3 April 2017 Termination date: Tuesday, 4 April 2017 After the conversion of all conversion notices received by close of business on Friday, 24 March 2017, the Issuer has an outstanding principal amount of 11,329 bonds in issue. An amount of ZAR 10 000 per bond will be paid with a total of ZAR 113,290,000.00 payable on the payment date. The interest accrued per bond is ZAR 325.00 with the total interest amount of ZAR 3,681,925.00. Interest is payable in accordance with the payment date provided in the salient dates above. 28 March 2017 Debt Sponsor Rand Merchant Bank (A division of FirstRand Bank Limited) Date: 28/03/2017 11:01:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Acquisition Of 15 On Orange Hotel Clarification Spear REIT Limited (previously known as Arrow 2 Investments Proprietary Limited) Incorporated in the Republic of South Africa (Registration number: 2015/407237/06) Share code: SEA ISIN: ZAE000228995 ("Spear" or "the Company") ACQUISITION OF 15 ON ORANGE HOTEL CLARIFICATION Shareholders are referred to the SENS announcement released on 23 March 2017 relating to the acquisition of the 15 on Orange Hotel ("Announcement"). Shareholders are hereby advised that the wording "weighted average gross rental" in the table in paragraph 6 of the Announcement should have in fact stated "weighted average net income". For the avoidance of doubt, this figure represents the net income per square metre that will be attributable to the property for the first 365 days, due to the net income guarantee provided by the Sellers. 28 March 2017 Cape Town Designated advisor PSG Capital Date: 28/03/2017 03:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

SBT101-New Financial Instrument Listing Standard Bank Group Limited Stock Code: SBT101 ISIN Code: ZAG000143017 The JSE Limited has granted a listing to Standard Bank Group Limited - SBT101 Additional Tier 1 Notes under its Domestic Medium Term Note Programme - sponsored by The Standard Bank of South Africa Limited (acting through its Corporate and Investment Banking Division Bond Code SBT101 Nominal Issued R1, 744,000,000.00 Issue Price 100% Coupon 12.975% (3 Month JIBAR as at 27 March 2017 of 7.325% plus 565 bps) Coupon Rate Indicator Floating Trade Type Price Legal Maturity Date Perpetual (expected maturity for system purposes 31 March 2099) Books Closed Date(s) 21 March, 20 June, 20 September, 21 December Interest Payment Date(s) 31 March, 30 June, 30 September, 31 December Last Day to Register By 17:00 on 20 March, 19 June, 19 September, 20 December Issue Date 30 March 2017 Business Day Convention Modified Following Interest Commencement Date 30 March 2017 First Interest Payment Date 30 June 2017 Optional Redemption Date 31 March 2022 ISIN No. ZAG000143017 Dated 28 March 2017 For further information contact: Standard Bank Alexi Contogiannis Email: alexi.contogiannis@standardbank.co.za Debt Sponsor: Standard Bank Date: 28/03/2017 01:59:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Disclosure of significant holding of RFG ordinary shares RHODES FOOD GROUP HOLDINGS LIMITED (Incorporated in the Republic of South Africa) Registration number 2012/074392/06 JSE share code: RFG ISIN: ZAE000191979 ("RFG" or "the Company") DISCLOSURE OF SIGNIFICANT HOLDING OF RFG ORDINARY SHARES In accordance with the provisions of paragraph 3.83(b) of the JSE Limited Listings Requirements and section 122(3) of the Companies Act, No. 71 of 2008, as amended ("the Act") shareholders are advised of the following: The Public Investment Corporation (SOC) Limited has notified RFG that it has decreased its holding in the Company, such that its beneficial interest in RFG now amounts to 14.722% of the total issued ordinary share capital of RFG. As required in terms of section 122(3) of the Act, the Company has filed the required notice with the Takeover Regulation Panel. Groot Drakenstein 28 March 2017 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 28/03/2017 12:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Renewal of Cautionary Announcement PLATFIELDS LIMITED Incorporated in the Republic of South Africa (Registration number 2002/005851/06) Share code: PLL ISIN: ZAE000151825 ("Platfields", "the Group" or "the Company") RENEWAL OF CAUTIONARY ANNOUNCEMENT Shareholders are referred to the previous cautionary announcements issued by the Company, the latest of which was dated 14 February 2017. Due to protracted litigation, the reverse listing will not be pursued and negotiations have been terminated. It is expected that the listing will be terminated by the JSE and the salient dates will be announced in due course. Accordingly, shareholders are advised to continue to exercise caution when dealing in the Company's securities until a further announcement is made. Johannesburg 28 March 2017 Sponsor Arbor Capital Sponsors Proprietary Limited Date: 28/03/2017 08:16:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Results of Offer and Listing of Pembury Lifestyle Group Limited PEMBURY LIFESTYLE GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number 2013/205899/06) ("PL Group" or "the Company") ISIN Code: ZAE000222949 JSE Code: PEM RESULTS OF OFFER AND LISTING OF PEMBURY LIFESTYE GROUP LIMITED Follow ing the intended listing announcement published on 9 March 2017, the directors of PL Group are pleased to advise that the JSE Limited has approved the listing of 343 000 000 ordinary shares on the AltX under the abbreviated name "PL GROUP" and ISIN ZAE000222949. The offer of 140 million shares at R1.00 per share as detailed in the Prospectus dated 9 March 2017, has been fully subscribed. Over 1 900 applications were received, primarily from retail investors, who will receive a full allocation. The listing of the shares on AltX will become effective from the commencement of business on Friday, 31 March 2017. Johannesburg 28 March 2017 Designated Advisor Auditor and Reporting Accountants Arbor Capital Sponsors Moore Stephens FRRS Incorporated Date: 28/03/2017 03:36:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Repurchase of ordinary shares in Mustek MUSTEK LIMITED (Incorporated in the Republic of South Africa) (Registration number 1987/070161/06) Share Code: MST ISIN Code: ZAE 000012373 ("Mustek" or "the Company") REPURCHASE OF ORDINARY SHARES IN MUSTEK 1. Introduction Shareholders are hereby advised that Mustek has acquired 3 060 000 ordinary shares in the issued share capital of Mustek on the open market for a purchase consideration (including costs) in aggregate of R13 934 875,39 ("the general repurchase"). The general repurchase was effected in terms of a general authority to Mustek's directors ("the directors"), which was granted in terms of a special resolution passed by the members at Mustek's Annual General Meeting ("AGM") held on 8 December 2016 and comprises 3,29% of the total issued ordinary shares of Mustek at the date of the AGM. Mustek does not hold any treasury shares. 2. Implementation The general repurchase commenced on 24 February 2017 and continued on a day-to-day basis as market conditions allowed and in accordance with the JSE Limited ("JSE") Listings Requirements until 27 March 2017. The Company confirms that the repurchases were effected through the order book operated by the JSE and done without any prior understanding or arrangement between the Company and the counter parties. The highest and lowest prices paid by Mustek for the ordinary shares were 462 cents and 430 cents per share respectively. 3. Extent of general authority outstanding The extent of the general authority outstanding is 8 240 000 ordinary shares, representing 8,86% of the total issued ordinary share capital of Mustek at the time the authority was granted. 4. Source of funds The general repurchase has been funded from available cash resources. 5. Financial information Cash balances decreased by R13 934 875,39 as a result of the general repurchase. The impact on other areas of the Company's financial information is immaterial. 6. Opinion of directors The directors have considered the effect of the general repurchase and are satisfied that: * Mustek and Mustek's subsidiaries ("the Mustek group") will be able, in the ordinary course of business, to pay its debts for a period of 12 months from the date of this announcement; * the assets of Mustek and the Mustek group will be in excess of the liabilities of Mustek and the Mustek group for a period of 12 months from the date of this announcement. For this purpose, the assets and liabilities should be recognised and measured in accordance with the accounting policies used in the audited financial statements for the year ended 30 June 2016; *the ordinary capital and reserves of Mustek and the Mustek group will be adequate for a period of 12 months from the date of this announcement; and *the working capital of Mustek and the Mustek group will be adequate for a period of 12 months from the date of this announcement. 7. JSE listing The 3 060 000 ordinary shares that have been repurchased will be cancelled and delisted in due course. 8. Conclusion Mustek will continue to repurchase securities as and when opportunities arise. Midrand 28 March 2017 Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited Date: 28/03/2017 03:08:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

No change statement and notice of annual general meeting Mpact Limited (Incorporated in the Republic of South Africa) (Registration number 2004/025229/06) JSE share code: MPT ISIN: ZAE000156501 ("Mpact" or "the Company") NO CHANGE STATEMENT AND NOTICE OF ANNUAL GENERAL MEETING No change statement With regard to the audited results for the year ended 31 December 2016, shareholders are advised that the Annual Financial Statements including notice of annual general meeting have been distributed to shareholders today, 28 March 2017 and contain no modifications to the audited results which were released on SENS on 2 March 2017. The Integrated Report 2016, together with the Annual Financial Statements and the Sustainability Review will be available on the Company's website www.mpact.co.za, from 13h00 today, 28 March 2017. Notice of the Annual General Meeting Notice is hereby given that the Annual General Meeting of Mpact shareholders will be held at The Venue, 17 High Street, Melrose Arch, Johannesburg on 1 June 2017 at 13:00 to transact the business as stated in the Notice of Annual General Meeting forming part of the Integrated Report. Salient dates The Notice of Annual General Meeting has been sent to shareholders who were recorded as such in the Company's securities register on Friday, 17 March 2017 being the notice record date set by the Board of the Company used to determine which shareholders are entitled to receive the Notice of Annual General Meeting. The record date on which shareholders of the Company must be registered as such in the Company's securities register in order to attend and vote at the Annual General Meeting is Friday, 26 May 2017 being the voting record date set by the Board of the Company used to determine which shareholders are entitled to attend and vote at the Annual General Meeting. The last day to trade in order to be entitled to vote at the Annual General Meeting will therefore be Tuesday, 23 May 2017. Proxy forms must be lodged by no later than 13h00 on Tuesday, 30 May 2017. Any forms of proxy not lodged by this time must be handed to the chairperson of the Annual General Meeting immediately prior to the Annual General Meeting. 28 March 2017 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 28/03/2017 11:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Dealings in securities by a director of a major subsidiary and by the Hulamin Limited Deferred Bonus Plan 2007 HULAMIN LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1940/013924/06) ISIN: ZAE000096210 Share Code: HLM ("Hulamin") DEALINGS IN SECURITIES BY A DIRECTOR OF A MAJOR SUBSIDIARY AND BY THE HULAMIN LIMITED DEFERRED BONUS PLAN 2007 In compliance with the JSE Limited Listings Requirements, shareholders are advised that the Hulamin Limited Deferred Bonus Plan 2007 ("DBP") has, in accordance with its terms, purchased Hulamin shares in the open market on behalf of a DBP participant. FB Bradford, a director of Hulamin Operations Proprietary Limited, has been allotted the right to receive 14 907 matching awards for shares purchased in Hulamin in terms of the Hulamin DBP. Nature of transaction: On market, purchase of shares in order to settle matching DBP share awards vested and exercised. Grant date: 14 March 2014 Date of transaction: 23 March 2017 Class of securities: Ordinary shares Number of shares purchased: 14 907 Average purchase price: R6.3186 Highest Price R6.3400 Lowest Price R6.3000 Value of transaction: R94 192.10 Nature of interest: Direct beneficial Clearance obtained: Yes Director: F B Bradford Company: Hulamin Operations (Pty) Limited Nature of transaction: On market, sale of shares Date of transaction: 23 March 2017 Class of securities: Ordinary shares Number of shares sold: 6 950 Selling Price: R6.3400 Value of transaction: R44 063.00 Nature of interest: Direct beneficial Clearance obtained: Yes Summary of trades: Shares acquired with the settlement of DBP share scheme awards 14 907 Shares sold to defray tax liability 6 950 Shares retained 7 957 Pietermaritzburg 28 March 2017 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 28/03/2017 08:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

General Repurchase of Ordinary Shares GRAND PARADE INVESTMENTS LIMITED (Incorporated in the Republic of South Africa) (Registration Number 1997/003548/06) Share code: GPL ISIN: ZAE000119814 ("GPI" or "the Company") GENERAL REPURCHASE OF ORDINARY SHARES At the annual general meeting of GPI held on 6 December 2016 ("AGM"), shareholders approved, by way of a special resolution, the repurchase of ordinary shares of the Company, on the terms and conditions set out under the relevant special resolution in the notice of AGM. In terms of such special resolution, shareholders granted a general authority to the board of directors of GPI ("Board") to repurchase up to 5% of the issued ordinary share capital of GPI. Shareholders are hereby advised that, during the period commencing on 19 December 2016 to 10 March 2017, GPI has repurchased an aggregate of 15 017 083 ordinary shares, representing 3.07% of the issued ordinary share capital of GPI as at the date on which the authority to repurchase the ordinary shares was granted. The aforementioned ordinary shares were repurchased for an aggregate value of R53 271 904, funded out of the Company's available cash resources. Aggregate Highest Lowest number of price per price per ordinary ordinary ordinary Date of shares share share Aggregate repurchases repurchased repurchased repurchased value 19 December to 10 March 15 017 083 R3.65 R3.40 R3.54 2017 The repurchases were made in terms of the general authority granted by shareholders at the AGM, and were effected through the order book operated by the JSE trading system without any prior understanding or arrangement between the Company and the counterparties. The requirements for the general repurchase of ordinary shares in terms of paragraph 5.72(a) of the JSE Listings Requirements, have been complied with. The repurchases took place in accordance with a repurchase programme submitted to the JSE prior to the commencement of the prohibited period, in terms of paragraph 5.72(h) of the JSE Listings Requirements. The ordinary shares repurchased have been and will be de-listed and cancelled by the date of this announcement or as soon as possible thereafter as the JSE may permit. GPI is entitled to repurchase a further 9 423 197 ordinary shares (1.93% of the ordinary shares in issue as at the date on which the authority was granted), in terms of the current general authority, which is valid until GPI's next annual general meeting. As at the date of this announcement, the Company held 43 800 055 ordinary shares in treasury. The impact of the repurchase of the ordinary shares on the financial position of the Company is immaterial, as the repurchases were funded out of the Company's available cash resources. Opinion of the Board The Board has considered the effect of the repurchases and is of the opinion that, for a period of 12 months following the date of this announcement: - the Company and the group will be able, in the ordinary course of business, to repay their debts; - the consolidated assets of the Company and the group will be in excess of the consolidated liabilities of the Company and the group; - the Company's and the group's share capital and reserves will be adequate for the purposes of the business of the Company and the group; and - the Company and the group will have sufficient working capital for ordinary business purposes. Cape Town 28 March 2017 Sponsor PSG Capital Date: 28/03/2017 11:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Listing of 133 616 additional CSP500 Securities CoreShares Global Investments PCC CoreShares S&P 500 Share code: CSP500 ISIN: MU0519N00036 ("CSP500") The CoreShares S&P 500 Exchange Traded Fund ("CoreShares S&P 500") portfolio, a portfolio in the CoreShares Global Investments PCC (A Mauritius protected cell public company limited by shares) .The Fund is an approved Foreign Collective Investment Scheme in terms of Section 65 of the Collective Investment Scheme Control Act 2002. The Fund is managed by CoreShares ETF Manager Limited ("CEM" or "the Manager") and is further represented in South Africa by CoreShares Index Tracker Managers RF (Pty) Ltd. Listing of 133 616 additional CSP500 Securities 133 616 additional CSP500 securities have been issued and listed. Following this additional listing there will be 9 569 799 securities in issue with effect from today, at an issue price of R29.94 per security. 28 March 2017 Sponsor Grindrod Bank Limited Date: 28/03/2017 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Change in Company Secretary Gaia Infrastructure Capital Limited (Incorporated in the Republic of South Africa) (Registration number 2015/115237/06) Share Code: GAI ISIN ZAE000210555 ("Gaia" or "the Company") CHANGE IN COMPANY SECRETARY In accordance with paragraph 3.59 of the JSE Limited Listings Requirements, shareholders are hereby advised of a change in company secretary from Exceed (Cape Town) Inc. to Fusion Corporate Secretarial Services Proprietary Limited ("Fusion"), with effect from 3 April 2017. The Board of Gaia is satisfied that Fusion has the necessary competence and qualifications to act as company secretary, with combined experience of approximately 17 years. Date: 28 March 2017 Johannesburg Sponsor PSG Capital Proprietary Limited Date: 28/03/2017 08:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Update to tax considerations in respect of the maiden dividend for the four months to 31 December 2016 (Incorporated in the Netherlands) (Company number 64965945) JSE share code: EPP ISIN: NL0011983374 ("EPP") UPDATE TO TAX CONSIDERATIONS IN RESPECT OF THE MAIDEN DIVIDEND FOR THE FOUR MONTHS TO 31 DECEMBER 2016 EPP shareholders are referred to the finalisation announcement published on Monday, 20 March 2017 wherein shareholders were advised of the currency conversion ratio for the maiden cash dividend declaration. DUTCH DIVIDEND WITHHOLDING TAX Dutch dividend withholding tax ("DWHT") at a rate of 15% will be withheld by EPP on the dividend distribution and EPP will remit the DWHT withheld to the Dutch Tax Authorities, leaving a distribution amount per share of ZAR36.30507 cents per share net of DWHT. The DWHT may be reduced if a shareholder qualifies for an exemption from or a reduction of DWHT on the basis of Dutch domestic law and/or a Double Tax Agreement concluded by the Netherlands ("DTA") and the formal requirements that apply to such exemption from or reduction of DWHT are satisfied. The relevant DWHT aspects for EPP's shareholders in general, the possibilities for South African shareholders to qualify for reduction or exemption of DWHT under the DTA between the Netherlands and South Africa and the formal requirements to claim such reduction, are set out in more detail on EPP's website at www.echo-pp.com/s,92,shareholder-circulars.html. SOUTH AFRICAN DIVIDENDS WITHHOLDING TAX Dividends received from a foreign resident company in respect of a share that is listed on the JSE are regarded as foreign dividends for South African income tax and dividends withholding tax purposes. The foreign dividends are exempt from South African income tax in respect of foreign shareholders and South African shareholders. The dividends will however be subject to South African dividends withholding tax ("SADWT") at a rate of 20%, unless a shareholder qualifies for an exemption from SADWT. For example, a South African company shareholder or retirement fund will be exempt from SADWT. However, a shareholder who receives a dividend which is subject to SADWT and who does not qualify for an exemption, will qualify for a rebate of the foreign taxes paid in respect of such dividend. Accordingly, if 15% DWHT is suffered in the Netherlands, dividends received in respect of a share that is listed on the JSE will be subject to an additional 5% SADWT, resulting in shareholders on the South African register who are not exempt from SADWT receiving a net local dividend amount of ZAR34.16948 cents per share. The regulated intermediary will be responsible for withholding the 5% from the dividend payable to shareholders on the South African register and paying such amounts to the South African Revenue Service, such that the total dividend withholding tax paid by such shareholders amounts in aggregate to 20%. The information provided above does not constitute tax advice and is only provided as a general guide on the Dutch and South African tax treatment of the cash dividend declaration by EPP to South African tax resident shareholders. For shareholders residing outside of South Africa, the dividend may have other legal or tax implications and such shareholders are advised to obtain appropriate advice from their professional advisers in this regard. Tax matters are complex, and the tax consequences to a particular shareholder will depend in part on such shareholder's circumstances. Accordingly, a shareholder is urged to consult his own tax advisor for a full understanding of the tax consequences to him, including the applicability and effect of Dutch tax laws. EPP is dual-listed on both the Luxembourg Stock Exchange and the Main Board of the JSE. 28 March 2017 Sponsor Java Capital LuxSE Listing Agent M Partners More information: Magda Cieliczko, Marketing Director Echo Polska Properties Mobile: +48 603 203 619 magda.cieliczko@echo-pp.com Java Capital, JSE Sponsor Phone: +27 11 722 3050 M Partners, LuxSE Listing Agent Phone: +352 263 868 602 Jacques de Bie, South Africa, Investor Relations, Singular Systems IR Mobile: +27 (0)82 691 5384 Date: 28/03/2017 11:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Dealings in Securities by a Director EOH HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 1998/014669/06) Share code: EOH ISIN: ZAE000071072 DEALINGS IN SECURITIES BY A DIRECTOR In compliance with paragraphs 3.63 to 3.74 (both inclusive) of the Listings Requirements of JSE Limited, the following is disclosed: Name of director: Asher Bohbot Company: EOH Holdings Limited Class of securities: Ordinary shares Clearance to deal obtained: Yes Nature of the transaction: Purchase of shares on market Extent of director's interest: Indirect beneficial Date of transaction: 27 March 2017 Number of shares: 3 500 Volume weighted average price per security: R140.67257 Lowest purchase price: R140.01 Highest purchase price: R140.97 Value of transaction: R492 354.00 Johannesburg 28 March 2017 Sponsor Merchantec Capital Date: 28/03/2017 08:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Deutsche Bank AG - DBRMIG - Distribution Announcement Deutsche Bank AG, London Share code: DBRMIG ISIN: DE000DL54WC3 ("RMI STUB") A Certificate listed by Deutsche Bank AG acting through its London Branch. DISTRIBUTION ANNOUNCEMENT ON RMI STUB Holders of RMI STUB certificates are advised that the distribution payable on 03 April 2017 will be equal to 53.00 cents per certificate. Holders of the RMI STUB are reminded that the important dates with regards to the distribution are in line with that of the underlying, Rand Merchant Insurance Holdings (RMI SJ Equity): Last day to trade "cum" distribution: Tuesday, 28 March 2017 Securities trade "ex" distribution: Wednesday, 29 March 2017 Record date: Friday, 31 March 2017 Pay Date: Monday, 03 April 2017 28 March 2017 Manager or Issuer: Deutsche Bank AG, London For further information contact: Tel: +27 11 775 7824 E-mail: x-markets@db.co.za Date: 28/03/2017 11:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Change to the board of directors Distribution and Warehousing Network Limited (Incorporated in the Republic of South Africa) (Registration number 1984/008265/06) Share code: DAW & ISIN code: ZAE000018834 ("DAWN" or "the Company") CHANGE TO THE BOARD OF DIRECTORS In compliance with the JSE Limited Listings Requirements, shareholders are advised of the following change to the composition of DAWN's board of directors ("Board"): The Company is pleased to announce the appointment of Akhter Moosa as an independent non-executive director of the Board and chairman of the Audit and Risk Committee with immediate effect. Akhter completed his BComm at the University of Durban, Westville and qualified as a Chartered Accountant in 1978. He has extensive experience at board level and is currently a member of the Disciplinary Committee of the Independent Regulatory Board of Auditors. He acts as advisor to the Audit Committee of SANRAL Limited, is a member of the Audit and Risk Committee of the Competition Tribunal and was recently appointed as a Non-Executive Board member of SAA. The Board welcomes Akhter and looks forward to his contribution to the Company. Germiston 28 March 2017 Sponsor Deloitte & Touche Sponsor Services (Pty) Ltd Date: 28/03/2017 08:33:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Management Discussion and Analysis BUFFALO COAL CORP. Registration number: 001891261 External company registration number: 2011/011661/10 Share code on the TSX Venture Exchange: BUF Share code on the JSE Limited: BUC ISIN: CA1194421014 "Buffalo Coal" or "the Company" MANAGEMENT'S DISCUSSION AND ANALYSIS For the three and twelve months ended December 31, 2016 (Presented in South African Rands) BASIS OF PREPARATION The following Management's Discussion and Analysis ("MD&A") relates to the financial condition and results of operations of Buffalo Coal Corp. and its subsidiaries ("we", "our", "us", "BC Corp", the "Company" or the "Group") for the three and twelve months ended December 31, 2016 and should be read in conjunction with the audited annual consolidated financial statements for the years ended December 31, 2016 and December 31, 2015. The financial statements and related notes have been prepared in accordance with International Financial Reporting Standards ("IFRS"). Certain non-IFRS measures are discussed in this MD&A which are clearly disclosed as such. Additional information and press releases have been filed electronically through the System for Electronic Document Analysis and Retrieval ("SEDAR") and are available online under the Buffalo Coal Corp. profile at www.sedar.com. This MD&A reports our activities through March 24, 2017 unless otherwise indicated. References to FY2016 and FY2015 mean the financial years ended December 31, 2016 and December 31, 2015, respectively. References to Q4 2016, Q3 2016, Q2 2016 and Q1 2016 mean the three months ended December 31, 2016, September 30, 2016, June 30, 2016 and March 31, 2016, respectively and references to Q4 2015, Q3 2015, Q2 2015 and Q1 2015 mean the three months ended December 31, 2015, September 30, 2015, June 30, 2015 and March 31, 2015. Unless otherwise noted all amounts are recorded in South African Rands ("R" or "Rands"). References to "C$" mean Canadian Dollars and to "US$" mean United States Dollars. Amounts stated in Canadian Dollars or US Dollars are translated at the date of transaction, unless otherwise stated. These other amounts stated in Canadian Dollars were translated at C$1:R10.2214 and amounts in US Dollars were translated at US$1:R13.7392. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This MD&A contains forward-looking information under Canadian securities legislation. Forward-looking information includes, but is not limited to, information with respect to the Company's expected production from, and further potential of, the Company's properties; financial and operational planning and strategic goals; the Company's ability to raise additional funds; the timing and amount of advances under existing loan facilities; the future price of minerals, particularly coal and overall market conditions for resource issuers; the estimation of mineral reserves and mineral resources; conclusions of economic evaluations; the realisation of mineral reserve estimates; the timing and amount of estimated future production; costs of production; capital expenditures; success of exploration activities; mining or processing issues; currency exchange rates; government regulation of mining operations; labour relations and future collective agreements; and environmental risks. In general, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is based on the opinions, estimates and assumptions of management as of the date such statements are made and the Company can give no assurance that such opinions, estimates and assumptions are correct. Estimates regarding the anticipated timing, amount and cost of exploration, development and production activities are based on assumptions underlying mineral reserve and mineral resource estimates and the realisation of such estimates. Capital and operating cost estimates are based on extensive research of the Company, purchase orders placed by the Company to date, recent mining costs and other factors. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include: risks relating to the requirement for additional capital; production estimate risks; the price of coal; labour and employment risks; cost estimate risks; mineral legislation risks; title to mineral holdings risks; power supply risks; risks relating to the depletion of mineral reserves; litigation risks; South Africa country risks; infrastructure risks; environmental risks and other hazards; risks relating to dependence on key personnel; dependence on outside parties; exploration and development risks; risks relating to foreign mining tax regimes; insurance and uninsured risks; competition risks; the Company's securities may experience price volatility; risks relating to owning foreign assets; currency fluctuation risks; and the Company's directors and officers may have conflicts of interests. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws. OVERVIEW OF THE COMPANY BC Corp is a coal mining and supply company operating in South Africa. The Company is listed on the TSX Venture Exchange ("TSXV") and the Alternative Exchange ("AltX") operated by the JSE. BC Corp trades under the symbol "BUF" on the TSXV and "BUC" on the AltX. In July 2010, the Company acquired 100% of the shares in Buffalo Coal Dundee Proprietary Limited ("BC Dundee"), a South African company, with an interest in two operating coal mines in South Africa ("BC Dundee Properties"). The BC Dundee Properties comprise the Magdalena bituminous mine ("Magdalena") and the Aviemore anthracite mine ("Aviemore"). BC Dundee's Magdalena opencast operation reached the end of its life in March 2015 and the Group is now engaged only in underground coal mining. BC Dundee indirectly holds a 70% interest in the BC Dundee Properties through its 70% interest in Zinoju Coal Proprietary Limited ("Zinoju"), which holds all of the mineral rights with respect to the BC Dundee Properties. The remaining 30% interest in Zinoju is held by South African Black Economic Empowerment ("BEE") partners. BEE is a statutory initiative on behalf of the South African government, enacted to increase access by historically disadvantaged South Africans ("HDSA") to the South African economy by increasing HDSA ownership in South African enterprises. Magdalena is located twenty two kilometers from the town of Dundee in KwaZulu-Natal, South Africa and encompasses approximately 1 844 hectares. As reported in the Company's National Instrument 43-101 report, Magdalena, which until March 2015 consisted of the Magdalena underground mine and the Magdalena opencast operation, had an estimated mineable coal resource, all in the measured resource category, of an estimated 50.29 million tonnes of in situ coal with an estimated volume of 33.52 million cubic meters as at October 1, 2012. From October 1, 2012 to December 31, 2015, 3.56 million tonnes of run of mine ("ROM") was extracted from Magdalena at an average extraction rate of 50%. The Magdalena underground mine has an estimated total production capacity of 87 000 tonnes of bituminous coal per month. One of the Company's two processing plants is located on the Magdalena property. Aviemore is located eight kilometers from the town of Dundee in KwaZulu-Natal and encompasses approximately 5 592 hectares. As reported in the Company's National Instrument 43-101 report, Aviemore had a mineable measured and indicated coal resource of 35.35 million tonnes of in situ coal with an estimated volume of 23.57 million cubic meters as at October 1, 2012. From October 1, 2012 to December 31, 2015, 1.45 million tonnes of ROM was extracted from Aviemore at an average extraction rate of 55%. The Aviemore underground mine has an estimated production capacity of 41 000 tonnes of anthracite per month. BC Dundee's head office is located in the town of Dundee and is known as the Coalfields site. The second processing plant is located at Coalfields, as is the Company's rail siding. BC CORP RESOURCES Below is an extract of the National Instrument 43-101 Resource statement dated October 1, 2012 as disseminated on SEDAR. Mr. RA Karstel (B.Eng (Mining and Civil), M.Sc.Eng (Mineral Economics), Pr.Eng, SAIMM), a qualified person as defined in National Instrument 43-101 has read and approved the scientific and technical information included in this table. The table sets forth the mineable coal resource estimate for the BC Dundee Properties. Mineable Coal Resources for the BC Dundee Properties as at October 1, 2012 Resource Seam Resource Seam Fixed Inherent Area Seam Width Classification Width Volume RD Tonnage Ash Carbon CV moisture Sulphur Volatiles Yield Cut-Off m Category m Mm(3) t/m(3) Mt % % MJ/Kg % % % % Magdalena Gus 0.8 Measured 1.90 8.48 1.5 12.72 14.89 65.79 29.46 1.23 1.62 17.76 77.52 Magdalena Alfred 0.8 Measured 2.10 10.72 1.5 16.08 15.62 66.21 30.16 1.39 1.48 16.76 79.02 Underground Combined 0.8 Measured 4.10 13.98 1.5 20.97 14.77 67.84 29.25 1.39 1.55 15.27 82.98 Total Measured 33.18 1.5 49.77 15.08 66.79 29.60 1.35 1.55 16.39 80.31 Magdalena Gus 0.8 Measured 1.90 0.10 1.5 0.16 22.35 54.28 25.63 1.83 1.68 21.52 89.01 Opencast Alfred 0.8 Measured 2.00 0.24 1.5 0.36 26.58 51.97 23.53 1.93 1.90 19.51 95.04 Total Measured 0.34 1.5 0.52 25.30 52.67 24.16 1.90 1.83 20.12 93.22 Hilltop Gus 0.8 Inferred 1.50 1.97 1.5 2.96 21.24 - 22.11 0.98 1.84 13.19 100 Alfred 0.8 Inferred 1.60 5.64 1.5 8.46 21.07 - 22.24 0.94 1.86 13.47 100 Total Inferred 7.61 1.5 11.42 21.11 - 22.21 0.95 1.85 13.40 100 Aviemore Aviemore Mine Gus 0.8 Measured 1.80 0.82 1.5 1.23 13.34 77.76 30.15 1.84 2.01 7.19 74.31 Total Measured 0.82 1.5 1.23 13.34 77.76 30.15 1.84 2.01 7.19 74.31 Leeuw Mining & Exploration Gus 0.8 Indicated 1.72 9.72 1.5 14.58 13.55 77.53 29.00 2.21 1.80 6.73 63.51 Zinoju Coal Gus 0.8 Indicated 1.72 13.03 1.5 19.54 13.46 75.51 28.93 2.59 1.60 8.28 57.00 Total Indicated 22.75 1.5 34.12 13.50 76.37 28.96 2.43 1.69 7.62 59.78 Total Measured & Indicated 23.57 1.5 35.35 13.49 76.42 29.00 2.41 1.70 7.60 60.29 Leeuw Mining & Exploration Gus 0.8 Inferred 1.72 1.09 1.5 1.63 14.97 74.78 27.29 1.77 1.41 8.50 55.98 Zinoju Coal Gus 0.8 Inferred 1.72 8.99 1.5 13.48 14.14 74.72 28.85 2.49 1.71 8.64 59.60 Total Inferred 10.08 1.5 15.11 14.23 74.75 28.69 2.41 1.68 8.63 59.23 Notes: 1. Coal Resources are inclusive of Coal Reserves. 2. Coal Resources are inclusive of tonnes mined since the effective date of October 1, 2012. 3. Tonnes and qualities have been rounded and this may result in minor adding discrepancies. 4. The coal qualities are stated for the ash content ("Ash"), fixed carbon, calorific value ("CV"), inherent moisture, sulphur content ("Sulphur"), volatile matter ("Volatiles") and yield. 5. The coal qualities assays were determined on an air-dried moisture basis. 6. A 15% geological loss has been applied to the Gross in situ tonnes. 7. The declared tabulation of coal resources prepared by Minxcon has been prepared in accordance with the NI 43-101 reporting code and is compliant with this Code. 8. A cut-off seam thickness of 0.8 m has been applied to the Gross in situ Coal Resource statements. 9. The Coal Resources for the Magdalena and Aviemore areas are calculated on 1.7 t/m3 float density coal quality values and the Hilltop Coal Resources are calculated on raw coal quality values. 10. The coal density for all areas is 1.5 t/m3. 11. The Hilltop data received from the Client did not include fixed carbon values. 12. The mining right to Leeuw Mining & Exploration properties has been transferred to Zinoju. From October 1, 2012 (the date of the National Instrument 43-101 Resource statement) to December 31, 2016, the following ROM has been extracted (1): - Magdalena opencast (t): 689 377 - Magdalena underground (t): 3 932 284 - Aviemore (t): 1 949 874 The information above was read and approved by Mr. RA Karstel (B.Eng (Mining and Civil), M.Sc.Eng (Mineral Economics), Pr.Eng, SAIMM), a qualified person as defined in National Instrument 43-101. (1) At an average extraction factor of 50% for Magdalena and 55% for Aviemore mine. CONSOLIDATED OPERATIONAL AND FINANCIAL HIGHLIGHTS FOR THE YEAR ENDED DECEMBER 31, 2016 AND THE QUARTER ENDED DECEMBER 31, 2016 The operational highlights and summarised financial results for the year ended December 31, 2016 and the quarter ended December 31, 2016 are presented below as compared to the financial year ended December 31, 2015, the quarter ended December 31, 2015 and the quarter ended September 30, 2016. The Group achieved ROM production of 1.6Mt, saleable production (excluding calcine) of 893 kilotonne "kt" and sales of 920kt for the year ended December 31, 2016. 12 months ended 3 months ended December 31, December 31, December 31, December 31, September 30, Operational results 2016 2015 2016 2015 2016 ROM (t) 1 557 824 1 732 205 363 650 328 527 401 440 - Aviemore (t) 496 343 472 994 130 264 108 065 121 342 - Magdalena (t) 1 061 481 1 259 211 233 386 220 462 280 098 Saleable production (excluding calcine) (t) 892 591 972 065 214 876 181 307 228 373 - Anthracite (t) 338 620 299 126 86 034 69 603 80 987 - Bituminous (t) 553 971 672 939 128 842 111 704 147 386 Yield on plant feed (excluding calcine) (%) 56.8 55.4 57.2 52.5 57.4 - Anthracite (%) 66.9 63.7 65.5 65.0 67.0 - Bituminous (%) 52.3 52.4 52.8 46.9 53.2 Sales (t) 920 222 949 369 246 762 184 215 247 200 - Anthracite (t) 331 007 227 274 105 584 59 441 86 131 - Bituminous (t) 561 805 688 569 130 856 117 800 152 206 - Calcine (t) 27 411 33 526 10 323 6 974 8 863 Saleable inventory tonnes 57 846 70 241 57 846 70 241 80 038 - Anthracite (t) 50 801 65 863 50 801 65 863 69 413 - Bituminous (t) 4 802 2 297 4 802 2 297 9 708 - Calcine (t) 2 243 2 081 2 243 2 081 917 12 months ended 3 months ended December 31, December 31, December 31, December 31, September 30, Financial results 2016 2015 2016 2015 2016 Revenue (R'millions) 660.6 631.0 183.9 127.2 178.1 Net Revenue (R'millions) (*) 641.2 576.5 181.0 114.2 172.3 Operating profit/(loss) (R'millions) 33.8 (457.0) 1.3 (149.8) (11.8) Adjusted EBITDA (R'millions) (*) 11.5 (71.0) (0.6) (14.3) 13.6 Average selling price per tonne sold (R) 718 665 745 691 721 Cash cost of sales per tonne (R) 636 669 668 688 608 Cash generated from/(utilised in) operating activities (R'millions) 32.0 (63.9) 28.3 (51.4) 27.5 Cash utilised in investing activities (R'millions) (26.4) (55.5) (9.5) (12.4) (4.9) Cash (utilised in)/generated from financing activities (R'millions) (12.3) 127.6 (23.0) 69.0 (14.3) CAD:ZAR (average) 11.10 9.97 10.43 10.65 10.80 USD:ZAR (average) 14.71 12.76 13.93 14.23 14.09 (*) See Non-IFRS Performance Measures section of this MD&A. OVERVIEW OF THE PERIOD AND OUTLOOK FOR THE GROUP Markets The Group supplies high energy bituminous coal and anthracite to both the export and domestic markets. The Group has continued to ultilise an export allocation of 204 500 tonnes through the Quattro scheme at Richards Bay Coal Terminal (RBCT) during 2016. The Department of Mineral Resources has however advised that the allocation has been withdrawn for the future, meaning that from April 1, 2017, the company will have no direct access to the export capacity in RBCT, or the trains to reach the port. No reduction in exports is however forecast, as contracts with customers have been restructured in such a way as to utilise rail capacity allocated to those customers irrespective the destination terminal. Bituminous The API4 coal index, based on an RB1 specification coal on a heat value of 6 000 kcal/kg NAR shipped from RBCT, but also the benchmark for the pricing of all Steam Coal exports from South African terminals, rebounded in late 2016. The index peaked briefly at around US$100 before settling back into a range in the US$80's, where it now remains. This is a significant improvement on the first half of 2016 which saw the index in a range from under US$50 to high US$50's. Exchange rates have however been on a strengthening trend during 2016, having ended the year at US$1:R13.74, reducing the benefit of higher US$ pricing. The API4 index remains in backwardation, reducing the desirability of fixing long-term sales agreements. Most group export bituminous sales are therefore now fixed in Rand for relatively short periods, guaranteeing cash flow in local currency. Domestically, the bituminous market remains fairly stable in volume terms, with little variation predicted for 2017. In late 2016 however, generally tighter supply conditions became evident, putting upward pressure on pricing. This was particularly evident in the sized coal sector, where list prices on short term sales have risen substantially. Anthracite Anthracite's use as a source of carbon reductant in metallurgical processes means that the market, both domestically and for export, does not correlate well with movements in the steam coal markets. Settlements for anthracite supplies are therefore on an individually negotiated basis, with no real reference pricing available. 2016's anthracite demand started out very weak, but during the course of the year has improved overall, which has also been reflected in improved pricing. Domestic sized anthracite off-take remains depressed however, awaiting a recovery in the fortunes of several large smelting industries. Demand for 2017 is buoyant, and the Group expects to place all planned production into the markets at better prices than were achieved in 2016. Demand for the Group's products will be further assisted by the closure of two competing KwaZulu-Natal mines. The outlook for 2017 is therefore positive for both the bituminous and anthracite sectors of the business, with both demand and pricing healthier than during 2016. Operational Restructuring of Business Over the past three years, like many of its peers, BC Dundee has been operating under extremely difficult financial circumstances. The reduction in export coal prices over this period and the weakening of the domestic and export anthracite markets, has necessitated various restructuring initiatives by BC Corp in all aspects of its business, to support and turn-around the current financial position of the Group. One of the key changes resulting from the restructuring was the introduction of a mining contractor, STA Coal Mining Company Proprietary Limited ("STA") at Magdalena, as set out in further detail below. This contract de-risks BC Corp from a cost perspective should targets not be achieved. BC Dundee continues to mine Aviemore, which performs consistently well in terms of volumes and costs, and also operates the Company's two processing plants and siding. With the restructured cost base, and subject to no further decline in prices, bituminous products are expected to generate cash margins in 2017. Anthracite products continue to generate good profits, subject to marketing opportunities. Other restructuring initiatives have included: - The closure of the Canadian head office in 2014, including the termination of service contracts with a large number of senior management staff in both Canada and Johannesburg resulting in net savings of approximately R15.0 million per annum. - Raising a total of US$31.0 million (approximately R481.8 million) from Resource Capital Fund V L.P. ("RCF"), to support the Group's working capital requirements and to implement a capital expenditure program to replace old and unreliable equipment. US$29.0 million (approximately R450.7 million) was raised by way of a convertible loan between September 2013 and July 2015, and US$2.0 million (approximately R31.1 million) was raised by way of a private placement to RCF in December 2015 ("the Private Placement") (refer below for further information on the raising of additional capital from RCF). - Restructuring of BC Dundee's debt facilities with Investec Bank Limited ("Investec") to provide cash relief to BC Dundee in terms of servicing and covenant reporting requirements until December 2015. In December 2015, Investec agreed to increase the Group's working capital facility, to restructure the capital repayment due in December 2015 and to waive the breach of the covenants as at December 31, 2015 (refer below for further information on the additional financing raised from Investec). - Ongoing cost cutting initiatives and improved cost controls implemented in all aspects of the Group over the past three years as markets have deteriorated in terms of both demand (primarily anthracite) and pricing (primarily bituminous). - A retrenchment process undertaken in terms of Section 189A of the South African Labour Relations Act, No 66 of 1995 ("LRA") which was concluded in March 2015 resulting in an approximate 25% reduction in the labour complement at a total cost of R13.7 million ("March 2015 Retrenchment Process"). - In May 2015, BC Dundee initiated a second Section 189A retrenchment process focusing on Magdalena. In terms of this Section 189A process, the majority of employees at Magdalena were retrenched in October 2015 at a total cost of R3.8 million, with the majority subsequently being re-employed by STA as described below ("October 2015 Retrenchment Process"). Refer to Legal proceedings below with regards to the application brought by the Association of Mineworkers and Construction Union ("AMCU") against BC Dundee and Zinoju in relation to the March 2015 Retrenchment Process. Agreement with STA to perform contract mining services at Magdalena Zinoju and BC Dundee have signed a contract mining agreement with STA, effective October 31, 2015, for STA to mine four sections at Magdalena on a fixed Rand per tonne contract, for an initial term of three years, with the option for a further two year extension. As a result of this agreement, STA has employed the majority of the employees who were retrenched by BC Dundee in terms of the October 2015 Retrenchment Process, resulting in minimal staff becoming redundant. BC Dundee and Zinoju have also entered into an agreement to sell two continuous miners to STA. The selling price has been partially settled by STA by way of offset against amounts due to STA in terms of the previous agreement between the parties, and the balance has been settled by way of a reduction in the contract mining fee during 2016. Zinoju, BC Dundee and STA have further entered into an agreement with BC Corp, in terms of which the Company is entitled, at its election, to settle an agreed portion of STA's contract mining fees through the issuance of common shares of the Company ("Common Shares") to STA (the "Equity Portion). The Equity Portion is calculated monthly based on production levels at Magdalena, with the Common Shares priced at the higher of the 20-day volume weighted average price ("VWAP") per Common Share, and any minimum pricing restriction applicable to the stock exchanges on which BC Corp is listed. The Common Shares are issued to STA at the end of each calendar quarter, subject to regulatory approvals. The parties have agreed that the percentage of Common Shares held by STA will not exceed 9.9% of BC Corp's outstanding shares at any point in time. As of the date of this MD&A, STA owns 19 451 241 Common Shares representing approximately 4.9% of the currently issued and outstanding Common Shares. STA has appointed a nominee to act as a non-executive director on the board of directors of BC Dundee. RCF Loan Facilities The Company has raised an aggregate US$29.0 million convertible loan from RCF. The original convertible loan facility of US$6.0 million ("RCF Original Convertible Loan") and the bridge loan facility of US$4.0 million ("RCF Bridge Loan") were entered into in September 2013 and February 2014 respectively, and on July 3, 2014, BC Corp closed the final tranche of US$15.0 million resulting in an aggregate US$25.0 million convertible loan facility ("RCF US$25 million Loan") ("First Amended RCF Agreement"). On March 27, 2015, BC Corp entered into a second amended and restated convertible loan agreement with RCF ("Second Amended RCF Agreement") and secured an additional US$4.0 million loan facility which was advanced as a bridge loan ("2015 Bridge Loan"). On June 19, 2015, upon the Company receiving shareholder approval at the annual and special meeting of shareholders, the 2015 Bridge Loan rolled over into the RCF US$25 million Loan, under the same terms and conditions except for the amendments to the interest rate and conversion price on the full US$29.0 million facility ("RCF Convertible Loan") as set out below. The 2015 Bridge Loan bore interest at a rate of 15% per annum, payable on the maturity date which was the earlier of the date on which the shareholder approval was received or June 30, 2015. No establishment fees were incurred on the 2015 Bridge Loan. Upon receipt of the shareholder approval, interest became payable in Common Shares at a price per share equal to the 20-day VWAP as at the date the payment was due. In addition, the interest rate on the RCF Convertible Loan was increased to 15% per annum and the conversion price was decreased to C$0.0469, a 25% discount to the 5-day VWAP as at January 30, 2015. On December 2, 2015, BC Corp entered into a third amended and restated convertible loan agreement with RCF ("Third Amended RCF Agreement"), whereby RCF has agreed to convert an aggregate of US$20.0 million of the RCF Convertible Loan into Common Shares over a two-year period at the conversion price of C$0.0469 per Common Share ("RCF Conversion"), subject to a minimum conversion of US$10.0 million in the first year. An initial amount of US$2.0 million was converted on December 3, 2015 on the closing of the transactions with RCF and Investec as described herein ("RCF First Tranche Conversion") resulting in 56 963 752 Common Shares being issued to RCF. The balance of the RCF Convertible Loan remains in place on existing terms, other than the interest being settled quarterly not monthly, and in respect of certain amendments to the interest provisions as detailed below: - Prior to the date of completion of the RCF Conversion, interest will be settled through the issuance of Common Shares, priced at the 20-day VWAP. Following the date of completion of the RCF Conversion, interest will be payable in cash subject to BC Dundee having paid Investec its scheduled principal repayment for the prior quarter. If Investec's principal repayment has not been made, RCF's interest will accrue until such time as Investec has been paid, subject to RCF's election for interest to be settled through the issuance of Common Shares. - The percentage interest rate is determined as follows: - If the 20-day VWAP is greater than C$0.05 per Common Share then the interest rate is 15% per annum; - If the 20-day VWAP is less than or equal to C$0.0313 per Common Share then the interest rate is 24% per annum; and - If the 20-day VWAP is greater than C$0.0313 but less than C$0.05 per Common Share then the interest rate is calculated as 0.0075/20-day VWAP. In terms of the Third Amended RCF Agreement, RCF has also released all security held in respect of the RCF Convertible Loan, including the guarantee from BC Dundee. In addition to the above, BC Corp also entered into a subscription agreement with RCF on December 2, 2015, whereby RCF subscribed for an additional US$2.0 million (approximately R28.7 million) in equity by way of the Private Placement. Pursuant to the Private Placement, RCF acquired 72 272 480 Common Shares at a price of C$0.0367 per Common Share. Effective September 30, 2016, the Company entered into an amended convertible loan agreement with RCF (the "2016 Amendment"), the terms of which were substantially agreed upon on September 30, 2016. In terms of the 2016 Amendment, RCF agreed to an interest holiday beginning July 1, 2016, with a reduction in the interest rate to 1.29% during the interest holiday period. As of December 31, 2016, the Company was fully drawn on the US$27.0 million (R371.0 million) RCF Convertible Loan, after the RCF First Tranche Conversion. As of December 31, 2015, the Company had drawn US$27.0 million (R419.6 million). Investec funding On December 2, 2015, BC Corp closed a second amended and restated term loan and revolving credit facility with Investec ("Second Amended Investec Agreement"), whereby Investec agreed to extend BC Dundee's working capital facility from R30.0 million to R80.0 million, comprising two tranches of R25.0 million each. The conditions to the first tranche, which included the conclusion of the RCF funding arrangements as set out above, were fulfilled on signing of the Second Amended Investec Agreement, and R25.0 million was drawn by BC Dundee from the facility in December 2015. The second tranche remained subject to the Company demonstrating its plan to sell the majority of its anthracite stockpile, which has built up as a result of depressed markets both domestically and globally. The condition was fulfilled and R25.0 million drawn by BC Dundee in March 2016. On December 18, 2015, BC Dundee entered into a third amendment to the Investec loan agreement ("Third Amendment"), in terms of which the repayment schedule for the term loan facility was replaced with a new schedule with principal repayments commencing on March 31, 2016. Due to continued cash constraints, Investec was approached during the first quarter of 2016 for a deferral of the term loan facility repayment due on March 31, 2016. On March 31, 2016, BC Dundee entered into a fourth amendment to the Investec term loan and revolving credit agreement ("Fourth Amendment") in terms of which the repayment schedule for the term loan facility was replaced with a new schedule with principal repayments commencing on June 30, 2016. In addition, surplus cash at each quarter-end in excess of R30.0 million will be used to reduce the R80.0 million working capital facility back to R30.0 million and a clause was included restricting outflows of funds from BC Dundee to BC Corp between April 1, 2016 and June 30, 2016, unless prior written consent was obtained from Investec. To date, no cash has been swept to reduce the working capital facility. Investec was again approached for a deferral of the term loan facility repayment due on June 30, 2016. On June 30, 2016, BC Dundee entered into a fifth amendment to the term loan and revolving credit agreement ("Fifth Amendment") in terms of which the repayment schedule for the term loan facility was replaced with a new schedule with principal repayments commencing on September 30, 2016. Investec extended the restriction on the outflows of funds from BC Dundee to BC Corp to September 30, 2016, unless prior written consent was obtained from Investec. On each of September 30, 2016 and December 31, 2016 the company made the term loan facility repayments of R7.5 million. BC Dundee was required to meet specified debt covenants at each quarter end and was in breach of certain of these covenants at these dates. Such breach constitutes an event of default under the debt agreement whereby Investec is entitled to request early payment of the outstanding debt. However, when it became apparent that the covenants were to be breached, Investec was approached and waived the breach of the covenants as at March 31, 2016 and June 30, 2016. With respect to the periods ending September 30, 2016 and December 31, 2016, the breached undertakings and resultant event of default continued. On November 22, 2016, Investec provided a forbearance letter stating that it does not intend to exercise its rights to request early payment of the outstanding debt; however, it has reserved its right to review this decision periodically, with no obligation to keep the Company advised in this regard. Due to Investec being entitled to request early payment of the outstanding debt, as a result of the breach in covenants referred to preceding, management has determined that the total Investec debt of R161.3 million be classified as current borrowings (refer to Subsequent events below). Legal proceedings On March 20, 2015, the Association of Mineworkers and Construction Union ("AMCU") brought an application against BC Dundee and Zinoju in the Labour Court of South Africa pertaining to the retrenchment process undertaken in terms of Section 189A of the South Africa Labour Relations Act ("LRA") which was concluded in March 2015. The matter was heard by the Labour Court on April 14, 2015, and on April 24, 2015, the Labour Court dismissed the application brought by AMCU with costs. AMCU appealed the judgement and the appeal was heard by the Labour Appeal Court on November 4, 2015. On May 11, 2016, the Labour Appeal Court dismissed AMCU's appeal with no order as to costs. This matter is now closed. On April 20, 2015, the trustees of the Avemore Trust brought an application in the High Court of South Africa against, among others, the South African Minister of Mineral Resources ("the Minister"), BC Dundee and Zinoju in respect of Mining Right 174 ("MR174"). In terms of the application, the trustees of the Avemore Trust challenged the decision by the Minister, subsequent to an internal appeal process concluded during September 2014, to grant a converted mining right to BC Dundee and to grant consent for the cession of the converted mining right to Zinoju. There have been various settlement offers between the parties, but should settlement not be reached, BC Dundee and Zinoju intend to oppose the application. The Company's external legal team, including senior counsel have advised of a defendable case in terms of Avemore Trust's approach to the matter. The legal process on this matter is currently ongoing. On August 27, 2015, notice was received from the Minister that Mining Right 301 ("MR301") had been withdrawn together with the approval by the Regional Manager of the Environmental Management Plan in respect of MR301 (the "Ministerial Decision"). The reasons given by the Minister for the Ministerial Decision are procedural issues in respect of the award process, in relation to an objection received from Avemore Trust in October 2013 against the awarding of the right. On September 15, 2015, an urgent court order was granted, pending final determination, for the Ministerial Decision to be of no force and effect, to interdict the Minister from awarding MR301 to any other party and for the Company to continue to mine in terms of MR301. A review application was instituted by the Company in October 2015 to obtain final relief in the form of an order setting aside the Ministerial Decision. On March 23, 2016, Avemore Trust filed a counter application for the Ministerial Decision to be remitted for consideration by the Minister. The Company's external legal team, including senior counsel have indicated a strong likelihood of the review application being successful. The legal process on this matter is currently ongoing. TSXV Delisting Review In January 2016, the Company was notified by the Compliance and Disclosure Department of the TSXV that it has been placed on notice for transfer to the NEX Board of the TSXV ("NEX") for failure to meet the public float continued listing requirements of the TSXV. On July 13, 2016, the Company received notice from the TSXV that it had met the continued listing requirements of the exchange and that the TSXV had withdrawn the notice of transfer to the NEX. Changes in directors and officers On July 4, 2016, the Company announced the resignation of Mr. John Wallington as director of the Company, effective July 3, 2016. On July 26, 2016, the Company announced the resignation of Mr. Malcolm Campbell as Chief Executive Officer and Ms. Sarah Williams as Chief Financial Officer and Corporate Secretary of the Company. On October 13, 2016, the Company announced the appointment of Mr. Rowan Karstel as Interim Chief Executive Officer and Mr. Graham du Preez as Interim Chief Financial Officer and Corporate Secretary of the Company. STRATEGY AND FUTURE PLANS FOR THE DECEMBER 2017 FINANCIAL YEAR The Group's long-term vision is to build a high quality bituminous and metallurgical coal mining and supply company. Future production growth is set to be twofold, firstly through expansion and optimisation of the existing BC Dundee operations and secondly through acquisition in South Africa. The Group will continue to pursue attractive expansion opportunities where it is believed that such opportunities will be synergistic and value enhancing to the existing business, while not removing the focus on the existing Dundee operations. The Group is looking at restructuring its current debt facilities and the option of equity participation to improve the sustainability of the operations. The Company's key strategic goals for the year ending December 31, 2017 are summarised below: General - Continued focus on cost containment at both an operational and corporate level, and a return to profitability and consistent positive cash generation. - Focus on achieving production targets through forward planning and improvement of operational efficiencies. - Explore opportunities to increase revenue by sourcing new market opportunities for both anthracite and bituminous products. - Increase rail and port allocation to further gain exposure to seaborne bituminous and anthracite export markets, where feasible and profitable. - Increase the awareness of safety to reduce the number of lost time injuries ("LTI"). - Potential restructuring of the Investec facilities (refer to Subsequent events below). - Focus on obtaining additional funding in the form of equity and/or debt. Magdalena - Working to improve production and productivity at Magdalena together with STA. - High focus on reducing contamination of coal mined in the four underground sections. - Buy-in of coal to increase plant utilisation and ultimately sales and profitability. - Complete development through a major dyke to establish access to reserve blocks essential for the ongoing operation of the mine. Aviemore - Do Feasibility study to invest in a new adit at the mine in order to create more economical and efficient access for the life of mine of Aviemore. - Progress the exploration program and feasibility study for the expansion of Aviemore to a 1Mt per year producer, subject to market conditions. Wash plants - Improve wash plant recovery rates from current levels by improving efficiencies of the wash plants and reducing contamination at source, particularly in respect of Magdalena. - Investigate product upgrade potential. - Consider tollwashing opportunities for other mining operators in the area. Expansion opportunities - An internal scoping study for the expansion of Aviemore has been completed, the results of which appear favourable and management recommends the study to proceed to the next stage, subject to market conditions. - The Company is exploring various opportunities to secure additional opencast reserves in the northern KwaZulu-Natal region. - The Company is exploring opportunities to buy in coal at appropriate qualities and pricing to increase volumes. - The Company will also continue to explore the potential for acquisition of further high quality bituminous and metallurgical coal projects (both greenfield and producing) in South Africa. The ability of the Company to increase production levels has not been the subject of a feasibility study and there is no certainty that any expansion proposals will be economically feasible. OPERATIONAL RESULTS The operational results are for the twelve months ended December 31, 2016 compared to the twelve months ended December 31, 2015. ROM Production Total ROM production for the year ended December 31, 2016 was 1.6Mt compared to 1.7Mt produced in the period ended December 31, 2015, down by 10.1%. ROM production from Magdalena operations for the year ended December 31, 2016 was 1 061kt, compared to 1 259kt produced in the period ended December 31, 2015, down by 15.7%. ROM production for the year ended December 31, 2016 comprised 1 061kt from the underground operations as compared to 1 185kt from the underground operations and 74kt from the opencast, in the period ended December 31, 2015. The decrease in tonnes is as a result of difficult mining conditions and pitroom constraints encountered during FY 2016. ROM production from Aviemore for the year ended December 31, 2016 was 496kt compared to 473kt produced in the period ended December 31, 2015, up by 4.9%. Aviemore continues to perform in line with historic and budgeted performance levels. Saleable Production Saleable coal production for the year ended December 31, 2016 was 893kt (excluding calcine) compared to 972kt in the period ended December 31, 2015, down by 8.1%. This is in line with a decrease in ROM production and partially offset by an improvement in the yields. Saleable calcine product was 27kt for the year ended December 31, 2016 compared to 31kt in the period ended December 31, 2015, a 11.6% decrease. The total calculated yield from plant feed was 56.8% for the year ended December 31, 2016, compared to 55.4% for the period ended December 31, 2015. The increase in the yield is due to an improved yield achieved on anthracite. Sales Total sales of bituminous coal and anthracite products for the year ended December 31, 2016 were 920kt compared to 949kt sold in the period ended December 31, 2015, a decrease of 3.1%. Bituminous sales for the year ended December 31, 2016 were 562kt, of which 53.9% were export sales and 46.1% were domestic sales. This compares to 689kt sold in the period ended December 31, 2015 of which 63.4% were export sales and 36.6% were domestic sales, a decrease of 18.4% in line with a decrease in saleable production. Anthracite sales (including calcine) for the year ended December 31, 2016 were 358kt, of which 78.0% were export sales and 22.0% were domestic sales. This compares to 261kt sold in the period ended December 31, 2015 of which 64.1% were export sales and 35.9% were domestic sales, up by 39.4%. The increase in anthracite sales is mainly as a result of the conclusion of a bituminous/anthracite blend as well as sized anthracite contracts with an export customer. Logistics Coal is normally transported by rail and truck to domestic customers, while export coal is transported to RBCT and the Navitrade Terminal by rail. The Company utilizes the RBCT and Navitrade Terminals through contracts structured with customers with export allocations at the terminals. Health and Safety The Company runs an integrated Safety, Health and Environment ("SHE") management system, established using the OHSAS18001 and ISO14001 frameworks as well as minimum standards, and fully supports the co-existence of safety, occupational health and the environment within which the Company operates, in order to ensure compliance and achieve zero harm. The Company values the contribution of a safe and healthy workforce to its overall productivity and is continually striving towards an incident and injury free workplace. The Company undertakes training and development initiatives and related ventures on a regular basis in order to improve individual outlook on safety, health and the environment. The Company currently employs 571 employees, and has 513 contractors on site. Safety The Group has achieved more than six thousand fatality free production shifts at Magdalena and the Coalfields wash plant. Aviemore had one fatal incident during September 2014. BC Dundee completed the year ended December 31, 2016 with ten LTIs, of which seven occurred at Magdalena and three at Aviemore. This compares to four LTIs during the period ended December 31, 2015, which represents a significant deterioration in the safety performance. It should be noted however that during Q4 2016, there was a significant improvement in safety performance due to keys safety drivers being implemented. The Coalfields wash plant continues to maintain a high standard of safety with no LTIs for the period. Occupational Health The health and wellness of BC Corp employees plays a pivotal role in the Company's safety performance as well as productivity. The main aim of the Company and policy commitment is to ensure that industry milestones for occupational health are achieved and that the Company continues to strive towards improving the health of its employees as well as interested and affected parties. The Company has established a medical surveillance link between exposure and medical examinations by running an integrated SHE system. The pre-employment periodical as well as exit medical surveillance is linked to the occupational health programs for noise, airborne pollutants and thermal stress, which are directly linked to minimum standards of fitness to work. Other occupational hygiene factors are duly considered. The Company operates its own occupational health facilities, which are staffed with highly qualified and experienced professionals who render a high level service to direct as well as indirect clients, whilst ensuring legal compliance as well as compliance with in-house standards. On average, compliance is above 85% on ventilation, occupational hygiene and occupational medicine systems. Environmental Management The Company endeavours to conduct its business in a manner that demonstrates its understanding of the fact that the environment is borrowed from future generations and as such must be conserved. The Company aims to leave the environment in a better state than it was prior to the start of operations. Compliance with legal and other requirements, environmental management plans and requirements on water use licenses as well as managing all environmental aspects and impacts is one of the key principles of the Company. The Company has its own in-house environmental management department focusing on the elements of ISO 14001 and ensuring continual improvement. Minerals Royalty All operations at BC Dundee are subject to South African law, including the Mineral and Petroleum Resources Royalty Act, 28 of 2008 ("Royalty Act"). In terms of the Royalty Act, all companies extracting minerals in South Africa are required to pay royalties at a rate of between 0.5% and 7% based on gross sales, less allowable deductions, depending on the refined condition of the mineral resources. Coal is classified as an unrefined mineral and the percentage royalty payable is therefore calculated according to the following formula: % royalty payable = 0.5 + [Earnings before interest and tax/(Gross sales x 9)] x 100 During the year ended December 31, 2016 royalties of R5.8 million (year ended December 31, 2015: R6.4 million) was paid in terms of the Royalty Act. Social Development A key component of the Company's strategy involves social development and the enrichment of the local community, which is carried out through the Company's social and labour plans. The development of people, both employees and local community members, is a fundamental principle in the business strategy. The Company provides opportunities and resources for employees to be fully developed in job disciplines that form part of the occupational structures of the Company. The Company's human resource development includes: - Portable skills training for both employees and the community. - An Adult Education and Training ("AET") project which aims to improve the literacy rate of employees and members of the community. AET learners are offered the opportunity to become functionally literate and numerate. - A Mathematics, Science and Accounting project which offers tutoring to Grade 12 learners in the mining community. The Company recruits competent educators through the Department of Education to offer tuition. Through this intervention, Grade 12 results have improved. - An internship program for unemployed graduates. - A bursary program in mining related fields. The Bursars are given the opportunity to do vacation work, to gain experience and do in-service training to meet the graduation requirements. - An engineering and mining learnership program. The Company's local economic development projects include: - Advancement of Small, Medium and Micro-sized Enterprises ("SMMEs") within the local community including the development of a sewing project and various agricultural projects such as poultry farming. - The construction of a crèche near the Magdalena mine. - The renovation of a primary school in the district. FINANCIAL RESULTS Net Revenue The Group restructured several of its offtake contracts during Q1 2016 from a free on board shipping ("FOB") basis to short-term Rand denominated free carrier ("FCA") contracts, resulting in revenue not being directly comparable year on year. The Group has therefore compared net revenue after railage, port handling and wharfage costs, which has been defined under the Non-IFRS Performance Measures section of this Interim MD&A. Net revenues earned during the year ended December 31, 2016 were R641.2 million compared to R576.5 million earned during the year ended December 31, 2015, an increase of 11.2%. During the year ended December 31, 2016, the Group's sales tonnes were 920kt compared to sales of 949kt for the period ended December 31, 2015. Net bituminous revenue for the year ended December 31, 2016 was R375.8 million, of which R180.1 million was domestic (259kt) and R195.7 million was export (303kt), compared to R416.8 million for the year ended December 31, 2015, of which R170.4 million was domestic (252kt) and R246.4 million was export (437kt), a decrease of 9.8%. Net anthracite revenue (including calcine) for the year ended December 31, 2016 was R265.4 million, of which R80.7 million was domestic (79kt) and R184.7 million was export (279kt), compared to R159.3 million for the year ended December 31, 2015, of which R95.0 million was domestic (94kt) and R64.3 million was export (167kt), an increase of 66.3%. Average selling prices for the year ended December 31, 2016 were R718 per tonne compared to an average selling price of R665 per tonne for the period ended December 31, 2015. During the year ended December 31, 2016 the overall selling price per tonne improved due to the negotiations of new contracts with the Group's domestic customers as well as significant export customers. Cost of Sales Cost of sales for the year ended December 31, 2016 was R641.8 million (cash cost of sales of R636 per tonne sold) compared to R711.4 million (cash cost of sales of R669 per tonne sold) for the period ended December 31, 2015, a decrease of 9.8% year on year. The Group has succeeded in reducing fixed costs as a result of the restructuring initiatives and continues to be cost conscious in ensuring expenditure is kept to a minimum in order to ensure the sustainability of the Group. Mining contractor fees increased by R86.9 million due to the introduction of STA as a mining contractor, offset by a decrease in salaries and wages by R38.5 million due to the restructurings implemented during the prior year. Railage, port handling and wharfage costs decreased by R35.1 million, which was due to the restructuring of several offtake contracts from a FOB to FCA basis. Cost of sales includes mining and processing costs, salaries and wages, depreciation and amortisation, transportation, railage, port handling and wharfage costs. General and administration expenses The Company recorded general and administration expenses of R62.0 million (R67 per tonne sold) during the year ended December 31, 2016 compared to R68.7 million (R72 per tonne sold) during the period ended December 31, 2015, a 9.7% decrease year on year. The expenses include general and administration expenses relating to BC Dundee's head office at Coalfields and the Company's corporate office in Johannesburg including Canadian expenses. The reduction in general and administration expenses is due to the restructurings implemented during the prior year and cost control measures in place at both an operational and at a corporate level. Other (Expense)/Income - net During the year ended December 31, 2016, the Group recorded net other income amounting to R77.0 million compared to net other expenses of R307.9 million for the period ended December 31, 2015. Other income and expense comprises loss on sale of assets, foreign exchange gains/losses, discounts received, insurance proceeds, loss on extinguishment of debt, commissions paid and fair value adjustments on financial assets and conversion option liabilities. The Company recorded a fair value adjustment gain of R92.5 million for the year ended December 31, 2016 in relation to the valuation of the conversion option liability (RCF Convertible Loan), the warrant liability (Investec warrants) and financial assets compared to a gain of R100.6 million for the period ended December 31, 2015. A net foreign currency exchange gain of R36.7 million was recorded for the year ended December 31, 2016 compared to a R66.9 million loss for the period ended December 31, 2015, mainly as a result of the strengthening of the Rand in relation to the US Dollar with regards to the RCF Convertible Loan and US Dollar denominated revenues. In accordance with IAS 39, Financial Instruments: Recognition and Measurement, the terms of the 2016 Amendment to the RCF loan were considered substantially different to the RCF convertible loan agreement, as amended on December 2, 2015. Consequently, IAS 39 required an extinguishment of the RCF convertible loan and the recognition of a new financial liability. A resultant loss on extinguishment of debt of R50.6 million was recognised during the period, which had no cash flow impact on the Group. Finance Costs/Income-net The Group recorded net interest and accretion expense of R71.1 million during the year ended December 31, 2016 compared to a net interest expense of R89.5 million for the period ended December 31, 2015, a decrease of 20.5%. The decrease is due to the new terms subsequent to the 2016 Amendment of the RCF loan. RCF agreed to an interest holiday beginning July 1, 2016, with a reduction in the interest rate to 1.29% during the interest holiday period. The interest rate during the comparative period was 15%. Taxation The Company recorded income and other tax expense of R8.2 million during the year ended December 31, 2016 compared to an expense of R15.4 million during the period ended December 31, 2015. Included in the expense for the year ended December 31, 2016 is a write-off of Zinoju's deferred tax asset of R4.7 million. Although management believes that the Group will continue as a sustainable business into the foreseeable future and believes that the Company is a going concern, the fact that taxable losses have been incurred over the past few years and in consideration of the need to complete multiple restructurings and refinancings, management can no longer corroborate that it is probable that Zinoju will have sufficient taxable profit in the foreseeable future to utilize the assessed loss, which resulted in the write-off of the net deferred tax asset. The tax amount in the year ended December 31, 2016 includes R0.2 million compared to R2.0 million in the period ended December 31, 2015 that was credited to income tax expense/benefit and is related to the income tax effect of the depreciation and amortisation of the fair value adjustments made with respect to the purchase price allocation on the BC Dundee acquisition. Income tax is payable at a rate of 28% on taxable income earned in South Africa. Net loss for the period The net loss for the year ended December 31, 2016 was R45.5 million, compared to a net loss of R561.8 million for the period ended December 31, 2015. Contributing to the net loss position for the current year were significant non- cash items including a loss on extinguishment of debt of R50.6 million. The improvement to the prior financial year is contributable to foreign exchange gains of R36.7 million, net gains on the fair value adjustment on financial assets, conversion option liability and warrant liability of R93.4 million, no impairment of assets being recognised for the year ended December 31, 2016 (year ended December 31, 2015: R137.9 million) and a decrease in interest expense relating to the RCF Convertible Loan which is due to the reduction in interest rate. SUMMARY OF QUARTERLY FINANCIAL RESULTS CYQ4 2016 CYQ3 2016 CYQ2 2016 CYQ1 2016 CYQ4 2015 CYQ3 2015 CYQ2 2015 CYQ1 2015 Revenue (R'000) 183 887 178 148 156 059 142 488 127 208 159 871 179 220 164 700 Cost of sales (excl depreciation and amortisation) (R'000) 164 787 150 278 147 079 122 664 185 039 169 280 176 066 163 119 Depreciation and amortisation (R'000) 7 431 16 412 16 840 16 343 17 934 20 106 19 781 18 331 Operating profit/(loss) (R'000) 1 254 (11 771) 33 634 10 638 (149 809) (193 392) (81 950) (31 867) Adjusted EBITDA (R'000)* (576) 13 530 (6 090) 4 639 (14 297) (24 202) (12 508) (19 942) Net loss for the period (R'000) (19 395) (25 536) 11 481 (12 094) (177 679) (261 817) (88 356) (33 972) Net loss per share - Basic and Diluted (0.05) (0.07) 0.03 (0.04) (1.00) (2.48) (1.16) (0.55) Cash generated from/(utilised in) operating activities (R'000) 28 294 27 501 (6 035) (17 742) (51 398) 1 988 (16 622) 2 150 Total ROM production (t) 363 650 401 440 415 655 377 079 328 527 408 570 522 266 472 842 Total sales tonnes (t) 246 762 247 200 228 508 197 752 184 215 243 131 276 842 245 058 Average selling price per tonne sold (R) 745 721 683 721 691 658 647 672 Cash cost of sales per tonne (R) 668 608 644 620 688 696 636 666 Total assets (R'000) 504 248 523 727 514 994 550 256 558 289 574 058 803 068 817 236 Long-term borrowings (R'000) 368 194 374 302 524 905 578 222 569 813 443 732 426 505 347 678 (*) See Non-IFRS Performance Measures section of this MD&A. SUMMARY OF ANNUAL INFORMATION December 31, 2016 December 31, 2015 December 31, 2014 Revenue (R'000) 660 582 630 999 593 841 Cost of sales (excl depreciation and amortisation) (R'000) 584 808 635 286 562 679 Depreciation and amortisation (R'000) 57 026 76 151 75 315 Operating profit/(loss) (R'000) 33 755 (457 018) (126 694) Adjusted EBITDA (R'000)* 11 503 (70 952) (23 445) Net loss for the period (R'000) (45 544) (561 825) (108 441) Net loss per share - Basic and Diluted (0.14) (5.31) (2.11) Cash generated from/(utilised in) operating activities (R'000) 32 018 (63 882) (24 648) Total ROM production (t) 1 557 824 1 732 205 1 234 126 Total sales tonnes (t) (excluding calcine) 892 812 915 843 844 510 Average selling price per tonne sold (R) 718 665 703 Cash cost of sales per tonne (R) 636 669 666 Total Assets (R'000) 504 248 558 289 770 027 Long-term borrowings (R'000) 368 194 569 813 327 497 (*) See Non-IFRS Performance Measures section of this MD&A. FINANCIAL CONDITION REVIEW A summary of the statements of financial position is shown below: December 31, December 31, 2016 2015 R'000 R'000 Property, plant and equipment and intangible assets 311 731 340 650 Other long-term receivables 45 666 41 517 Cash and cash equivalents 13 754 20 365 Trade and other receivables 84 773 75 582 Other short-term receivables 1 902 1 749 Inventories 35 222 42 226 Restricted cash 11 200 11 200 Non-current assets held for sale - 25 000 Total assets 504 248 558 289 Trade and other payables 158 262 161 401 Total borrowings 161 361 171 395 RCF loan facilities 368 194 424 132 Other liabilities 38 134 17 656 Total liabilities 725 951 774 584 Total equity (221 702) (216 295) Assets Total assets were R504.2 million at December 31, 2016 compared to R558.3 million at December 31, 2015, a 9.7% decrease. The most significant movement related to the sale of mining equipment which was previously disclosed as non-current assets held for sale. During the prior year, the Company entered in an agreement to sell two continuous miners to STA, which were subsequently reclassified as non-current assets held for sale, of which one was sold in the prior financial year and the second one in Q1 2016. Liabilities Total liabilities were R726.0 million at December 31, 2016 compared to R774.6 million at December 31, 2015, a 6.3% decrease. The most significant movement related to the decrease in the RCF convertible loan, which was mainly as a result of a gain of R91.9 million recognised on the revaluation of the conversion option liability for the period ended December 31, 2016, which decreased the conversion option liability. Borrowings decreased by R12.3 million repayments on the Investec working capital and term loan facilities. Loans and Borrowings At December 31, 2016, the Group had outstanding debt with Investec of R178.5 million and US$27.2 million (R372.3 million) (including accrued interest) outstanding on the RCF convertible loan. The Investec debt consists of R75.0 million outstanding on the term loan facility, R45.5 million on the bullet facility and R58.0 million outstanding on the working capital facility. The working capital facility had R22.0 million available for drawdown at year-end, with the release of this money being subject to Investec's approval. The repayment schedule for the Investec loan facilities, the RCF Convertible Loan and trade and other payables, as of December 31, 2016, excluding the effect of the fair value of the conversion liability and warrant liability, is as follows: Not later than 1 Between 1 and 5 Greater than 5 year years years At December 31, 2016 Borrowings(1) 178 541 211 - - RCF loan facilities(2) - 370 958 400 - Trade and other payables(3) 158 262 414 - - At December 31, 2015 Borrowings 25 714 284 164 977 422 - RCF loan facilities - 419 631 300 - Trade and other payables 161 400 972 - - (1) Borrowings include only the capital amounts outstanding. (2) The RCF Convertible Loan includes only the capital amount outstanding as of December 31, 2016. Interest is assumed to be settled in Common Shares (refer to Overview of the Period and Outlook for the Group above) and has therefore been excluded. (3) Trade and other payables exclude non-financial liabilities. LIQUIDITY AND CAPITAL RESOURCES The Company had a working capital deficit of R192.7 million as at December 31, 2016 compared to a working capital deficit of R47.2 million at December 31, 2015 (see Non-IFRS Performance Measures). Working capital has weakened due to an increase in current borrowings as the total Investec debt has been classified as current borrowings (refer to Overview of the Period and Outlook for the Group above). The condensed consolidated statements of cash flows are summarised below: 12 months ended 12 months ended December 31, December 31, 2016 2015 R'000 R'000 Net cash generated from/(utilised in) operating activities 32 018 (63 882) Net cash utilised in investing activities (26 376) (55 451) Net cash (used in)/generated from financing activities (12 254) 127 578 Change in cash and cash equivalents (6 612) 8 245 Operating activities Cash generated in operating activities during the twelve months ended December 31, 2016 was R32.0 million compared to R63.9 million utilised during the twelve months ended December 31, 2015. The net loss for the year ended December 31, 2016 was R45.5 million compared to a net loss of R561.8 million for the period ended December 31, 2015 as discussed under the Operational results section of this MD&A. Non-cash items included in the net loss for the period were: depreciation and amortisation of R57.0 million; net gains on the fair value adjustment on financial assets, conversion option liability and warrant liability of R93.4 million; loss on extinguishment of debt of R50.6 million; loss on disposal of property, plant and equipment of R4.0 million and net unrealised foreign exchange gains of R36.7 million of which the material items were discussed under the Financial Results section of this MD&A. The Group's net working capital increased by R25.7 million for the year ended December 31, 2016, in comparison to a R13.6 million increase for the financial period ended December 31, 2015. The net change in working capital reported on the cash flow statement identifies the changes in trade and other receivables, inventory and trade and other liabilities that occurred during the period. An increase in a liability (or a decrease in an asset) is a source of funds; while a decrease in a liability (or an increase in an asset) is a use of funds. Investing activities Investing activities utilised R26.4 million in cash during the year ended December 31, 2016 compared to cash utilised of R55.5 million during the year ended December 31, 2015. During the year ended December 31, 2016, the Group spent R21.1 million on property, plant and equipment relating to sustaining capital compared to expenditure of R56.0 million for the period ended December 31, 2015 relating to sustaining capital and the purchase of additional equipment financed by RCF under the RCF convertible loan agreement. Financing activities Financing activities utilised R12.3 million during the year ended December 31, 2016 and generated R127.6 million during the year ended December 31, 2015. During the year ended December 31, 2016, the Group drew down the second tranche of R25.0 million from the Investec working capital facility (refer to Overview of the Period and Outlook for the Group above), which was used for working capital purposes, but also repaid R22.3 million of the working capital facility and R15.0 million of the term loan. During the comparative period, the Group received R74.4 million from RCF drawn down under the RCF US$25 million Loan and 2015 Bridge Loan, which was used to purchase additional equipment, for working capital purposes and to implement the restructurings at BC Dundee. Also, Investec agreed to extend BC Dundee's working capital facility from R30.0 million to R80.0 million, of which the first tranche of R25.0 million was drawn by BC Dundee from the facility in December 2015. During the prior year the company also received R28.7 million from the Private Placement. OFF-BALANCE SHEET ARRANGEMENTS The Company has no off-balance sheet arrangements. RELATED PARTY TRANSACTIONS During the year, the Company entered into the following transactions in the ordinary course of business with related parties: December 31, 2016 December 31, 2015 Payments for services rendered RCF(1) 909 173 3 408 092 Total 909 173 3 408 092 The following balances were outstanding at the end of the reporting year: December 31, 2016 December 31, 2015 Related party payables RCF(1) 2 342 508 9 284 251 Total 2 342 508 9 284 251 These amounts are unsecured, non-interest bearing with no fixed terms of repayment. (1) RCF is a related party to the Company as a result of owning a controlling investment in the Company and having a representative, Mr. David Thomas on the Board of Directors of the Company. As set out in the Third Amended RCF Agreement, RCF has invoiced the Company for costs incurred relating to the loan facilities, which are disclosed above. In addition to these costs, the Company settled interest on the RCF Convertible Loan in Common Shares during the year ended December 31, 2016, which amounted to R29.2 million as compared to R51.6 million for the period ended December 31, 2015. Compensation of key management personnel In accordance with IAS 24 - Related-Party Disclosures, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company. The remuneration of directors and other key members of management personnel (officers) during the period were as follows: December 31, 2016 December 31, 2015 Short-term benefits 15 902 633 16 861 296 Share-based payments 176 514 799 149 Total 16 079 147 17 660 445 Amounts owing to directors and other members of key management personnel were R1.2 million as of December 31, 2016 (December 31, 2015: R0.2 million). OTHER There are no significant other items as at December 31, 2016. COMMITMENTS AND CONTINGENCIES Change in Control Provision A contract in place require that payment of approximately R3.1 million be made to a director upon the occurrence of a change in control, other than a change of control attributable to RCF. As no triggering event has taken place, no provision has been recognised as of December 31, 2016. STA Contract Mining Agreement In terms of the STA Contract Mining Agreement, STA is mining four sections at Magdalena underground mine at a fixed contract mining fee per tonne, effective October 31, 2015. The STA Contract Mining Agreement has a three year term, and the option for a further two year extension if agreed to by all parties. The STA Contract Mining agreement can be terminated on 60 days notice for which period the Company will be liable for payment for the tonnes mined at the fixed rate per tonne. Capital Commitments Capital expenditures contracted for at the statement of financial position date but not recognised in the consolidated financial statements are as follows: December 31, 2016 December 31, 2015 Property, plant and equipment 2 919 134 1 754 679 In terms of Regulation 8.10 of the Mine Health and Safety Act, 29 of 1996 Regulations, the Company is required to take reasonably practicable measures to ensure that pedestrians are prevented from being injured as a result of collisions between trackless mobile machines and pedestrians, by way of the installation of proximity devices on specified machines. The Company is currently investigating its options in this regard. The Company has proposed the phase in of such devices over a five year period. Environmental Contingency The Company's mining and exploration activities are subject to various laws and regulations governing the environment and mine operations. These laws and regulations are continually changing and generally becoming more restrictive. The Company believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to continue to comply with such laws and regulations. South African Revenue Service ("SARS") Correspondence During Q2 2016, BC Dundee received a letter of demand from SARS with regards to an investigation conducted by them on diesel refunds claimed by BC Dundee under the South African Customs and Excise Act, 91 of 1964. As per the notification, the SARS Commissioner has disallowed diesel refunds in the amount of R13.8 million (including interest) for the period December 2012 to February 2016. The Company applied to SARS to suspend payment, however this request was denied. SARS has requested payment in three equal instalments of R4.9 million between March 2017 and May 2017. The Company requested SARS to enter into more favourable instalment terms and is awaiting feedback from SARS. The Company has disputed the disallowance of diesel refunds and believes it has a defendable case. During Q3 2016, Zinoju received correspondence from SARS after conducting an audit of the 2012 to 2014 tax returns, disallowing an expense claimed in the 2012 tax return. The total exposure is approximately R3.0 million plus penalties of R1.5 million and interest. The Company raised an objection to SARS disputing the penalties and interest levied, however the objection was disallowed. The Company is currently drafting an appeal to the SARS Commissioner to defend its case. Asset retirement obligation Effective November 20, 2015, regulations governing financial provisions for asset retirement obligations was transitioned from the Mineral and Petroleum Resources Development Act ("MPRDA") to the National Environmental Management Act ("NEMA"). There is currently substantial uncertainty regarding the revised requirements for financial provisions pursuant to NEMA. Management is currently seeking clarification of the revised requirements in order to determine the expected impact of the change, which may result in a significant increase to the asset retirement obligation. One of the key changes in the requirements is that closure cost assessment now has to be based on a "Sudden Closure" assessment and third party rates whereas pursuant to the MPRDA, it was based on the end of mine life and prescribed rates. Uncertainty exists around the transitional arrangements although the implementation date of the new Act is expected to be February 20, 2019. SUBSEQUENT EVENTS Issuance of Share Capital Subsequent to December 31, 2016, the Company issued additional shares to STA in settlement of a portion of the contract mining fees for the period October 1, 2016 and December 31, 2016. An additional 4 286 908 Common Shares were issued at C$0.05. Investec facility revised terms The Magdalena mine current LOM has a main development panel, which is Panel 417. It is critical this panel be developed to allow the mine's sections with enough pit room. Based on drilling results in panel 417, a dyke of 22 meters thick, with a 13.5 meter down-throw was intersected. In terms of the life of mine planning for Magdalena, the mine must develop through this dyke in order to establish pit-room and access the LOM block towards South- West of the reserves. Funding was required for this development, and Investec was approached to make the undrawn R22.0 million Working Capital Facility available for this purpose. Investec has agreed to release the funds, subject to agreement being reached on the following revised terms and conditions: - The Panel 417 project implementation shall be reviewed and its completion verified by a Project Oversight Committee appointed by Investec. - Investec agrees to not exercise its rights arising from events of default until July 15, 2017. - Investec will review the terms and conditions of the facility after July 15, 2017, with a view to agreeing terms and conditions of an extension of the final maturity date for a period of no less than 2 years, subject to the project having been successfully completed to the Project Oversight Committee's satisfaction. - Investec will release the R22.0 million as working capital for the purpose of ensuring the project is completed timeously. - A Life of Mine Royalty ("LOMR") shall be payable to Investec on all bituminous coal sales with effect from July 1, 2017, calculated at a rate of 3.54% on all bituminous coal sold. - If all amounts owing under the facility are paid on or before June 30, 2018, the Company shall pay Investec a fee equal to the greater of the aggregate amount of the LOMR which was payable until the date of repayment, and R22.0 million, minus the aggregate amount of the LOMR which was paid to Investec up to that date. The LOMR shall be terminated if the facilities are fully repaid before June 30, 2018. On February 22, 2017, the Company accepted and agreed to Investec's revised terms and conditions to the term loan and revolving credit facility and is currently negotiating a formal amendment to the loan agreement. Other Matters Except for the matters discussed above, no other matters which management believes are material to the financial affairs of the Company have occurred between the statement of financial position date and the date of approval of the financial statements. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS The preparation of the consolidated financial statements in conformity with IFRS requires the Group's management to make judgements, estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and related notes thereto. Although these estimates are based on management's best knowledge of the amounts, events or actions, actual results may differ from those estimates and these differences could be material. The areas which require management to make significant judgements, estimates and assumptions in determining the carrying values and amounts include, but are not limited to: Provisions Significant judgement and use of assumptions is required in determining the Group's provisions. Management uses its best estimates based on current knowledge in determining the amount to be recognised as a provision. Key assumptions utilised in the determination of the rehabilitation provision, which is measured at fair value, include the estimated life of mine, estimates of reserves and discount rates. Fair value is determined based on the net present value of estimated future cash expenditures for the settlement of the liability that may occur upon decommissioning of the mine. Such estimates are subject to change based on changes in laws and regulations and negotiations with regulatory authorities. Property, plant and equipment, mineral rights and other intangible assets The Group makes use of experience and assumptions in determining the useful lives and residual values of property, plant and equipment, mineral rights and other intangible assets (other than goodwill). Management reviews annually whether any indications of impairment exist. Information that the Group considers includes changes in the market, economic and legal environment in which the Group operates as well as internal sources of information. Estimates include but are not limited to estimates of the discounted future after-tax cash flows expected to be derived from the Company's mining properties, costs to sell the properties and the appropriate discount rate. Reductions in coal price forecasts, increases in estimated future costs of production, increases in estimated future capital costs, appreciation of the Rand relative to the US Dollar, reductions in the amount of recoverable mineral reserves and mineral resources and/or adverse current economics could result in a write-down of the carrying amounts of the Group's assets. As of December 31, 2016, based on management's estimate of the recoverable amount of the BC Dundee Group properties, no impairment was recorded. If the discount rate had been 1% higher than management's estimates, or if the foreign exchange rate between the Rand and the US Dollar had been 5% higher than management's estimates, the Group would still not have recognised any impairment at December 31, 2016. An impairment loss of R137.9 million was recorded at December 31, 2015 as a result of management's review, which resulted in the write-down of property, plant and equipment. Capitalisation of exploration and evaluation costs Management has determined that exploration and evaluation costs incurred during the year have future economic benefits and are economically recoverable. In making this judgement, management has assessed various sources of information including but not limited to the geological and metallurgic information, history of conversion of mineral deposits to proven and probable mineral reserves, scoping and feasibility studies, proximity of operating facilities, operating management expertise and existing permits. Taxes and recoverability of potential deferred tax assets The Company is subject to income, value added, withholding and other taxes in various jurisdictions. Significant judgement is required in determining the Company's provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company's income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations often involving multiple jurisdictions. The Company's interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made. In assessing the probability of realising deferred tax assets recognised, management makes estimates related to expectations of future taxable income, applicable tax planning opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in South Africa. Share-based payments Management determines costs for share-based payments using market-based valuation techniques. The fair value of the market-based and performance-based share awards are determined at the date of grant using generally accepted valuation techniques. Assumptions are made and judgement used in applying valuation techniques. These assumptions and judgements include estimating the future volatility of the stock price, expected dividend yield, future employee turnover rates and future employee stock option exercise behaviours and corporate performance. Such judgements and assumptions are inherently uncertain. Changes in these assumptions could materially affect the fair value estimates. Compound financial instruments The Group has entered into agreements in the form of foreign-currency-denominated convertible loans and warrants which are accounted for as compound financial instruments. The fair value of the embedded derivative liabilities (conversion option liability and warrant liability) are determined at the date of the transaction and are fair valued at each reporting date through profit or loss using generally accepted valuation techniques. Assumptions are made and judgements are used in applying valuation techniques. These assumptions and judgements include estimating the future volatility of the stock price, expected dividend yield and risk free rate of return. Such judgements and assumptions are inherently uncertain. Changes in these assumptions could materially affect the fair value estimates. Mineral reserve estimates The figures for mineral reserves and mineral resources are determined in accordance with National Instrument 43- 101, "Standards of Disclosure for Mineral Projects", issued by the Canadian Securities Administrators. There are numerous uncertainties inherent in estimating mineral reserves and mineral resources, including many factors beyond the Group's control. Such estimation is a subjective process, and the accuracy of any mineral reserve or mineral resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgements used in engineering and geological interpretation. Incorrect assumptions by management, including economic assumptions such as coal prices, foreign exchange rates and market conditions could have a material effect on the Group's reserves and resources, and as a result, could also have a material effect on the Group's financial position and results of operation. Going concern assumption The consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Group will continue in operation for the foreseeable future and will be able to realise its assets and discharge its liabilities in the normal course of operations. If the going concern assumption was not appropriate for these consolidated financial statements then adjustments would be necessary to the carrying values of assets and liabilities, the reported revenues and expenses, and the statement of financial position classifications. Such adjustments could be material. NEW ACCOUNTING POLICIES Certain new standards, interpretations, amendments and improvements to existing standards were issued by the International Accounting Standards Board ("IASB") or International Financial Reporting Interpretations Committee ("IFRIC") that are mandatory for accounting periods beginning after January 1, 2016 or later periods. IFRS 10 - 'Consolidated Financial Statements' and IAS 28 - 'Investment in Associates and Joint Ventures'. The amendments clarify that the exemption from preparing consolidated financial statements is available to a parent entity that is a subsidiary of an investment entity, even if the investment entity measures all its subsidiaries at fair value in accordance with IFRS 10. Consequential amendments have also been made to IAS 28 to clarify that the exemption from applying the equity method is also applicable to an investor in an associate or joint venture if that investor is a subsidiary of an investment entity that measures all its subsidiaries at fair value. The amendments further clarify that the requirement for an investment entity to consolidate a subsidiary providing services related to the former's investment activities applies only to subsidiaries that are not investment entities themselves. Moreover, the amendments clarify that in applying the equity method of accounting to an associate or a joint venture that is an investment entity, an investor may retain the fair value measurements that the associate or joint venture used for its subsidiaries. This amendment has not had a significant impact on the Group. IFRS 11 - 'Joint Arrangements' The amendments provide guidance on how to account for the acquisition of an interest in a joint operation in which the activities constitute a business as defined in IFRS 3 Business Combinations. Specifically the amendments state that the relevant principles on accounting for business combinations in IFRS 3 and other standards (IAS 12 and IAS 36) should be applied. This amendment has not had a significant impact on the Group. IAS 1 - 'Presentation of Financial Statements' IAS 1 was amended in December 2014 in order to clarify, among other things, that useful information should not be obscured by aggregating or disaggregating that information and that materiality considerations apply to all parts of the financial statements and that even when a standard requires a specific disclosure, materiality considerations do apply. This amendment has not had a significant impact on the Group. IAS 27 - 'Separate Financial Statements' IAS 27 was amended in August 2014 to reinstate the equity method as an accounting option for investments in subsidiaries, joint ventures and associates in an entity's separate financial statements. This amendment has not had a significant impact on the Group. Amendments to IAS 16 - 'Property, Plant and Equipment', and IAS 38 - 'Intangible Assets' - Clarification of Acceptable Methods of Depreciation and amortisation The amendments to IAS 16 prohibit entities from using a revenue-based depreciation method for items of property, plant and equipment. The amendments to IAS 38 introduce a rebuttable presumption that revenue is not an appropriate basis for amortisation of an intangible asset. The presumption can only be rebutted in the following two limited circumstances: when the intangible asset is expressed as a measure of revenue; or when it can be demonstrated that revenue and consumption of the economic benefits of the intangible asset are highly correlated. Currently, the Group uses the straight-line or units of production method for depreciation and amortisation of its property, plant and equipment, and intangible assets respectively. This amendment has not had a significant impact on the Group. IFRS 5 - 'Non-current Assets Held for Sale and discontinued operations' The amendments introduce specific guidance for when an entity reclassifies an asset (or disposal group) from held for sale to held for distribution to owners (or vice versa). The amendments clarify that such a change should be considered as a continuation of the original plan of disposal and hence requirements set out in IFRS 5 regarding the change of sale plan do not apply. The amendments also clarify the guidance for when held for distribution accounting is discontinued. IFRS 7 - 'Financial Instruments: Disclosures' The amendments provide additional guidance to clarify whether a servicing contract is continuing involvement in a transferred asset for the purpose of the disclosures required in relation to transferred assets. A further amendment removes the phrase 'and interim periods within those annual periods', clarifying that these IFRS 7 disclosures are not required in the condensed interim financial report. However, IAS 34 requires an entity to disclose 'an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the entity since the end of the last annual reporting period'. Therefore, if the IFRS 7 disclosures provide a significant update to the information reported in the most recent annual report, it would be expected that the disclosures be included in the entity's condensed interim financial report. Amendments to IAS 19 - 'Defined Benefit Plans: Employee Contributions' - These narrow scope amendments apply to contributions from employees or third parties to defined benefit plans. The objective of the amendments is to simplify the accounting for contributions that are independent of the number of years of employee service, for example, employee contributions that are calculated according to a fixed percentage of salary. IAS 34, 'Interim Financial Reporting'- The amendment states that the required interim disclosures must either be in the interim financial statements or incorporated by cross-reference between the interim financial statements and wherever they are included within the greater interim financial report (e.g. in the management commentary or risk report). The amendments to IFRS 5, IFRS 7, IAS 19 and IAS 34 did not have a significant impact on the Group. Future Accounting Changes The following standards, amendments and interpretations are issued but not yet effective for the December 31, 2016 financial year-end: IFRS 9 -'Financial Instruments' - effective January 1, 2018 IFRS 9, issued in November 2009, introduced new requirements for the classification and measurement of financial assets. IFRS 9 was subsequently amended in October 2010 to include requirements for the classification and measurement of financial liabilities and for derecognition, and in November 2013 to include the new requirements for general hedge accounting. Another revised version of IFRS 9 was issued in July 2014 mainly to include a) impairment requirements for financial assets and b) limited amendments to the classification and measurement requirements by introducing a 'fair value through other comprehensive income' ("FVTOCI") measurement category for certain simple debt instruments. All recognised financial assets that are within the scope of IAS 39, Financial Instruments: Recognition and Measurement are required to be subsequently measured at amortised cost or fair value. In addition, entities may make an irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive income, with only dividend income generally recognised in profit or loss. With regard to the measurement of financial liabilities designated as at fair value through profit or loss, IFRS 9 requires that the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is presented in other comprehensive income ("OCI"), unless the recognition of the effects of changes in the liability's credit risk in OCI would create or enlarge an accounting mismatch in profit or loss. Changes in fair value attributable to a financial liability's credit risk are not subsequently reclassified to profit or loss. Under IAS 39, the entire amount of the change in fair value of the financial liability designated as fair value through profit or loss is presented in profit or loss. In relation to the impairment of financial assets, IFRS 9 requires an expected credit loss model, as opposed to an incurred credit loss model under IAS 39. The expected credit loss model requires an entity to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition. The new general hedge accounting requirements retain the three types of hedge accounting mechanisms currently available in IAS 39. Under IFRS 9, greater flexibility has been introduced to the types of transactions eligible for hedge accounting, specifically broadening the types of instruments that qualify for hedging instruments and the types of risk components of non-financial items that are eligible for hedge accounting. In addition, the effectiveness test has been overhauled and replaced with the principle of an 'economic relationship'. Retrospective assessment of hedge effectiveness is also no longer required. Enhanced disclosure requirements about an entity's risk management activities have also been introduced. The Group anticipates that the application of IFRS 9 in future may have a material impact on amounts reported in respect of the Group's financial assets and financial liabilities. However, it is not practicable to provide a reasonable estimate of the effect of IFRS 9 until the Group undertakes a detailed review. IFRS 15 - 'Revenue from Contracts with Customers' - effective January 1, 2018 IFRS 15 was issued which establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. IFRS 15 will supersede the current revenue recognition guidance including IAS 18, Revenue; IAS 11, Construction Contracts and the related Interpretations when it becomes effective. The core principle of IFRS 15 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Under IFRS 15, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e. when 'control' of the goods or services underlying the particular performance obligation is transferred to the customer. Far more prescriptive guidance has been added in IFRS 15 to deal with specific scenarios. Furthermore, extensive disclosures are required by IFRS 15. The Group anticipates that the application of IFRS 15 in the future may have a material impact on the amounts reported and disclosures made in the Group's consolidated financial statements. However, it is not practicable to provide a reasonable estimate of the effect of IFRS 15 until the Group performs a detailed review. IFRS 16 - 'Leases' - effective January 1, 2019 IFRS 16 introduces a comprehensive model for the identification of lease arrangements and accounting treatments for both lessors and lessees. It will supersede the current lease guidance including IAS 17 Leases and the related interpretations when it becomes effective. IFRS 16 distinguishes leases and service contracts on the basis of whether an identified asset is controlled by a customer. Distinctions of operating leases (off balance sheet) and finance leases (on balance sheet) are removed for lessee accounting and is replaced by a model where a right-of-use asset and a corresponding liability have to be recognised for all leases by lessees except for short-term lessees and leases of low value assets. The right-of-use asset is initially measured at cost and subsequently measured at cost less accumulated depreciation and impairment losses, adjusted for any remeasurement of the lease liability. The lease liability is initially measured at the present value of the lease payments. Subsequently, the lease liability is adjusted for interest and lease payments, as well as the impact of lease modifications, amongst others. Furthermore, the classification of cash flows will also be affected as operating lease payments under IAS 17 are presented as operating cash flows; whereas under the IFRS 16 model, the lease payments will be split into a principal and interest portion which will be presented as financing and operating cash flows respectively. It is not practicable to provide a reasonable estimate of the effect of IFRS 16 until the Group undertakes a detailed review. IAS 7 - Disclosure Initiative - effective January 1, 2017 The amendments require an entity to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities. The Group does not anticipate that the application of these amendments will have a significant impact on the Group's consolidated financial statements. IAS 12 - Recognition of Deferred Tax Assets for unrealised losses - effective January 1, 2017 The amendments were issued to clarify the requirements for recognising deferred tax assets on unrealised losses. The amendments clarify the accounting for deferred tax where an asset is measured at fair value and that fair value is below the asset's tax base. They also clarify certain other aspects of accounting for deferred tax assets. The amendments clarify the existing guidance under IAS 12. They do not change the underlying principles for the recognition of deferred tax assets. The Group does not anticipate that the application of these amendments will have a significant impact on the Group's consolidated financial statements. IFRIC 22 - Foreign Currency Transactions and Advance Consideration - effective January 1, 2018 IFRIC 22 was issued in December 2016 and addresses foreign currency transactions or parts of transactions where there is consideration that is denominated in a foreign currency; a prepaid asset or deferred income liability is recognised in respect of that consideration, in advance of the recognition of the related asset, expense or income; and the prepaid asset or deferred income liability is non-monetary. The interpretation committee concluded that the date of the transaction, for purposes of determining the exchange rate, is the date of initial recognition of the non- monetary prepaid asset or deferred income liability. Earlier adoption is permitted. FINANCIAL INSTRUMENTS Details of the significant accounting policies and methods adopted (including the criteria for recognition, the bases of measurement, and the bases for recognition of income and expenses of the Group) for each class of financial asset and financial liability are disclosed in Note 2 of the annual consolidated financial statements for the years ended December 31, 2016 and December 31, 2015. The Company's financial assets and financial liabilities as at December 31, 2016 and December 31, 2015 were as follows: Financial instruments Loans and Fair value Liabilities at Other Total receivables through profit fair value liabilities at or loss through profit amortised or loss cost December 31, 2016 Trade and other receivables (excluding non-financial assets) 74 865 191 - - - 74 865 191 Investments in financial assets - 41 633 486 - - 41 633 486 Cash (excluding restricted cash) 13 753 934 - - - 13 753 934 Non-interest-bearing receivables 1 902 205 - - - 1 902 205 Investec borrowings - - - (161 016 413) (161 016 413) RCF loan facilities - - (31 905 346) (336 288 222) (368 193 568) Trade and other payables (excluding non-financial liabilities) - - - (119 837 547) (119 837 547) Financial instruments Loans and Fair value Liabilities at At amortised Total receivables through profit fair value cost or loss through profit or loss December 31, 2015 Trade and other receivables (excluding non- financial assets) 65 247 651 - - - 65 247 651 Investments in financial assets - 35 674 589 - - 35 674 589 Cash (excluding restricted cash) 20 365 446 - - - 20 365 446 Non-interest-bearing receivables 1 697 948 - - - 1 697 948 Investec borrowings - - (2 144 609) (169 250 278) (171 394 887) RCF loan facilities - - (124 378 349) (299 753 846) (424 132 195) Trade and other payables (excluding non- financial liabilities) - - - (160 102 755) (160 102 755) CAPITAL MANAGEMENT The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. Consistent with others in the industry, the Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including current and non- current borrowings as shown in the consolidated statements of financial position) less cash and cash equivalents. Total capital is calculated as "equity" as shown in the consolidated statements of financial position plus net debt. The gearing ratios at December 31, 2016 and December 31, 2015 were as follows: December 31, December 31, 2016 2015 Total borrowings 529 554 608 595 527 082 Less: cash and cash equivalents (13 753 934) (20 365 446) Net debt 515 800 674 575 161 636 Total equity (221 702 172) (216 294 947) Total capital 294 098 502 358 866 689 Gearing ratio (net debt/total capital) 175% 160% Included within total borrowings is a convertible loan of R371.0 million (period ended December 31, 2015: R419.6 million). The Company's capital management objectives, policies and processes have remained unchanged during the year ended December 31, 2016 except for the Investec facilities and the RCF Convertible loan. The Company is not subject to any externally imposed capital requirements with the exception of the RCF Convertible Loan, the Investec facilities and the capital requirements of the TSXV which requires adequate working capital or financial resources of the greater of (i) C$50 000 and (ii) an amount required in order to maintain operations and cover general and administrative expenses for a period of 6 months. As of December 31, 2016, the Company may not be compliant with the policies of the TSXV. The impact of this violation is not known and is ultimately dependent on the discretion of the TSXV. FINANCIAL RISK FACTORS The Group's activities expose it to a variety of financial risks such as foreign exchange risk, price risk, cash flow interest rate risk, credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. Risk management is carried out by head office management under policies approved by the Board of Directors. The Group identifies, evaluates and manages financial risks in close co-operation with the Group's subsidiaries. Market risk (a) Foreign exchange risk The Company's functional currency is the Rand. The Group operates internationally and is exposed to foreign exchange risk arising from currency exposures with respect to the US Dollar and Canadian Dollar. The Group's foreign exchange risk arises primarily from the sale of coal, based on the API 4 coal price index in US Dollars to foreign customers, external loans denominated in US Dollars and translation differences arising from the translation of share capital and other equity items. At December 31, 2016, a 10% increase/(decrease) in the period average foreign exchange rate between the Canadian Dollar and the Rand would have increased/(decreased) the Group's profit or loss by approximately R3.5 million (period ended December 31, 2015: R13.4 million). A 10% increase/(decrease) in the period end foreign exchange rate between the US Dollar and the Rand would have increased/(decreased) the Group's profit or loss by approximately R36.4 million (period ended December 31, 2015: R41.1 million). (b) Price risk The Group is exposed to commodity price risk, primarily due to fluctuations in the API 4 coal price index, by which foreign coal sales are priced. Commodity prices fluctuate on a daily basis and are affected by numerous factors beyond the Group's control. The supply and demand for commodities, the level of interest rates, the rate of inflation, investment decisions by large holders of commodities including governmental reserves and stability of exchange rates can all cause significant fluctuations in commodity prices. Such external economic factors are in turn influenced by changes in international investment patterns and monetary systems and political developments. At December 31, 2016, a 10% change in the API 4 coal price index would have resulted in a corresponding change in export coal revenue of approximately R2.1 million (period ended December 31, 2015: R18.5 million). (c) Cash flow interest rate risk The Group's interest rate risk arises from deposits held with banks and interest-bearing liabilities. Borrowings issued at variable rates expose the Group to cash flow interest rate risk which is partially offset by cash held at variable rates. During the current and prior financial year the Group's borrowings at variable rates were denominated in South African Rands. Based on the simulations performed, the impact on profit or loss of a 1% shift of interest rates on borrowings would be a maximum increase/(decrease) in profit or loss of R1.4 million (period ended December 31, 2015: R1.4 million). Credit risk Credit risk is managed at a Group level, except in respect of trade receivables which are managed at an operational level. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions. The Group only transacts with high quality financial institutions. Risk control assesses the credit quality of customers, taking into account their financial position, past experience and other factors. The utilisation of credit limits is regularly monitored. No credit limits were exceeded during the reporting period, and management does not expect any losses from non-performance by these counterparties. Restricted cash totalling R11.2 million was on deposit with First National Bank ("FNB") to be released to the relevant counterparties if payments are not made to them. Liquidity risk Cash flow forecasting is performed by Group finance. Group finance monitors rolling forecasts of the Group's liquidity requirements to ensure it has sufficient cash to meet operational needs. Such forecasting takes into consideration the Group's debt/equity financing plans, covenant compliance and external legal requirements. Refer to the Financial Condition Review section for an analysis of the Group's non-derivative financial liabilities disclosed in maturity groupings based on the remaining period at the consolidated statement of financial position date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Fair value estimation Financial instruments carried at fair value are assigned to different levels of the fair value hierarchy, by valuation method. The different levels have been defined as follows: - Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1). - Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2). - Inputs for the asset or liability that are not based on observable market data (that is unobservable inputs) (level 3). The following table presents the Group's financial assets and liabilities that are measured at fair value at December 31, 2016 and December 31, 2015: Level 1 Level 2 Level 3 R R R December 31, 2016 Investment in financial assets 41 633 486 - - Conversion option liability - 31 905 346 - Warrant liability - 344 627 - December 31, 2015 Investment in financial assets 35 674 589 - - Conversion option liability - 124 378 349 - Warrant liability - 2 144 609 - GOING CONCERN The consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Group will continue in operation for the foreseeable future and will be able to realise its assets and discharge its liabilities in the normal course of operations. Market conditions deteriorated significantly over the prior financial years necessitating, during the financial year ended December 31, 2015, the implementation of various restructurings at BC Dundee including two retrenchment processes and the conclusion of agreements with STA. The arrangements with STA include the STA Contract Mining Agreement, the sale of certain underground mining equipment to STA and the STA Equity Settlement Agreement. In addition, the Company secured additional funding from RCF and Investec in December 2015, of which the last tranche was drawn in March 2016. During 2016, the Group entered into contracts with a significant export customer for the sale of built-up anthracite stockpiles at market-related pricing, which has and will inject cash into the Group. Although the Group has implemented various restructuring initiatives, the Group continues to experience operational challenges. The Group remains dependent upon sustaining profitable levels of operation, as well as the continued support of Investec, RCF and other stakeholders and believes that, subject to its ability to meet current forecasts, it should be able to generate positive cash flows in the foreseeable future. If the going concern assumption was not appropriate for the annual consolidated financial statements then adjustments would be necessary to the carrying values of assets and liabilities, the reported revenues and expenses, and the statement of financial position classifications. Such adjustments could be material. OTHER RISKS AND UNCERTAINTIES Investing in the Company involves risks that should be carefully considered. The business of the Company is speculative due to the high-risk nature of coal mining and exploration. Investors should be aware that there are various risks, including those discussed below, that could have a material adverse effect on, among other things, the operating results, earnings, properties, business and condition (financial or otherwise) of the Company. Additional Capital The continued sustainability of the BC Dundee Properties, including the expansion of mining operations and the continued sustainability of the Group, may require additional working capital and capital expenditures and therefore require additional financing. Failure to obtain sufficient financing may result in a delay or indefinite postponement of development or production on the BC Dundee Properties. Additional financing may not be available when needed or if available, the terms of such financing might not be favourable and might involve substantial dilution to shareholders. Failure to raise capital when needed may have a material adverse effect on the Company's business, financial condition and results of operations. Production Estimates BC Corp has prepared estimates of future coal production for its existing and future mines. BC Corp cannot give any assurance that it will achieve its production estimates. The failure by BC Corp to achieve its production estimates could have a material adverse effect on any or all of its future cash flows, profitability, results of operations and financial conditions. The realisation of production estimates is dependent on, among other things, the accuracy of mineral reserve and resource estimates, the accuracy of assumptions regarding coal quality and recovery rates, ground conditions (including hydrology), geological conditions, the physical characteristics of the coal, the presence or absence of particular metallurgical characteristics, and the accuracy of the estimated rates and costs of mining and processing. Actual production may vary from estimates for a variety of reasons, including the actual coal mined varying from estimates of quality or tonnage; dilution, metallurgical and other characteristics (whether based on representative samples of coal or not); short-term operating factors such as the need for sequential development of production panels and the processing of new or adjacent coal qualities from those planned; mine failures or section failures; industrial accidents; natural phenomena such as inclement weather conditions, floods, droughts, rock slides and earthquakes; encountering unusual or unexpected geological conditions; changes in power costs and potential power shortages; shortages of principal supplies needed for mining operations including explosives, fuels, chemical reagents, water, equipment parts, stonedust, magnetite and lubricants; plant and equipment failure; the inability to process certain types of coals; labour shortages or strikes; and restrictions or regulations imposed by government agencies or other changes in the regulatory environment. Such occurrences could also result in damage to mineral properties or mines, interruptions in production, injury or death to persons, damage to property of BC Corp or others, monetary losses and legal liabilities in addition to adversely affecting coal production. These factors may cause a coal reserve that has been mined profitably in the past to become unprofitable, forcing BC Corp to cease production. Price of Coal The Company's profits are directly related to the cost of production, and volume and price of coal sold. Price volatility could have a significant impact on the future revenues and profitability of the Company. Coal demand and price are determined by numerous factors that are beyond the control of the Company including the demand for electricity: the supply and demand for domestic and foreign coal; interruptions due to transportation delays; air emission standards for coal-fired power plants; regulatory, administrative and judicial decisions; the price and availability of alternative fuels, including the effects of technology developments; the effect of worldwide energy conservation efforts, future limitations on utilities' ability to use coal as an energy source due to the regulation and/or taxation of greenhouse gases; proximity to, capacity of, and cost of transportation facilities; and political and economic conditions and production costs in major coal producing regions. The combined effects of any or all of these factors on coal price or volume are impossible for the Company to predict. If realised coal prices fall below the full cost of production and remain at such level for any sustained period, the Company will experience losses, which may be significant and as a result the Company may decide to discontinue affected operations forcing it to incur closure or care and maintenance costs, as the case may be. Labour and Employment Matters While the Company believes that it has good relations with both its unionised and non-unionised employees, production at the Company's mining operations is dependent upon the efforts of the Company's employees and those of its contractors. Relations between the Company and its employees may be impacted by changes in the scheme of labour relations that may be introduced by the relevant governmental authorities in whose jurisdictions the Company carries on business. During the 2016 year, BC Corp completed wage negotiations with the unions for the forthcoming financial year. Cost Estimates Capital and operating cost estimates made in respect of BC Corp's mines and development projects may not prove accurate. Capital and operating cost estimates are based on the interpretation of geological data, feasibility studies, anticipated climatic conditions, other factors and assumptions regarding foreign exchange currency rates and domestic inflation. Any such events could affect the ultimate accuracy of such estimates; unanticipated changes in quality and tonnage of coal to be mined and processed; incorrect data on which engineering assumptions are made; delay in construction schedules, unanticipated transportation costs; the accuracy of major equipment and construction cost estimates; labour issues; changes in government regulation (including regulations regarding prices, cost of consumables and capital goods, royalties, duties, taxes, permitting and restrictions on production quotas on exportation of minerals) and title claims. Mineral Legislation The business of mineral exploration, development, mining and processing is subject to various national and local laws and plans relating to permitting and maintenance of titles, environmental consents, employee relations, health and safety, royalties, land acquisitions and other matters. There is a risk that the necessary permits, consents, authorisations and agreements to implement planned exploration, development or mining may not be obtained under conditions or within the time frames that make such plans economic, that applicable laws, regulations or the governing authorities will change or that such changes will result in additional material expenditures or time delays. In addition, mining legislation in South Africa, including the Mineral and Petroleum Resources Development Act, 28 of 2004 ("MPRDA") is currently under review and the proposed amendments, if passed by Government, could have a material impact on the Company's operations. Compliance with regulation 8.10 of the Mine Health and Safety Act, 29 of 1996 may require significant capital outlay on behalf of the Company and may cause material changes or delays in the Company's intended activities. Management is currently assessing options to comply with the regulation. These regulations could have a material impact on the Company's operations. Title to Mineral Holdings BC Corp requires licenses and permits from various governmental authorities. BC Corp believes that it holds all necessary licenses and permits under applicable laws and regulations in respect of the BC Dundee Properties and that it is presently complying in all material respects with the terms of such licenses and permits. Such licenses and permits, however, are subject to change in various circumstances. There can be no guarantee that the Company will be able to obtain or maintain all necessary licenses and permits that may be required to explore and develop or mine its properties. The validity of ownership of property holdings can be uncertain and may be contested. Although BC Dundee has attempted to acquire satisfactory title to its properties, risk exists that some titles, particularly titles to undeveloped properties, may be defective. Refer to Legal proceedings in Overview of the Period and Outlook for the Group section above, with regards to the legal processes in respect of MR174 and MR301. Power Supply The supply of electric power is not guaranteed in South Africa. Currently the public supply is sufficient to power all of the operations at the BC Dundee Properties; however South African power supply is limited, with limited reserve capacity. In the 2015 Financial Year, the country had been plagued with a shortage of supply , which has led to sporadic "loadshedding" of power in certain areas of the country. This situation has improved especially in the later part of 2016. This has and could continue to negatively affect the production at the mines in terms of lost production and increased costs. The Company has procured diesel power generators for backup power to the various sub- stations that have been installed on the surface and underground at the BC Dundee Properties. Additionally, any production expansion plan for the BC Dundee operations would be dependent on additional electrical supply, and the majority of new build projects in the country are behind schedule. While the Company has taken steps to meet the need for additional supply of electricity from the public utility (Eskom), there can be no assurance that the BC Dundee Properties will not be negatively affected by the power supply situation on either an operating or cost basis, or both. Depletion of Mineral Reserves The Company must continually replace mining reserves depleted by production to maintain production levels over the long-term. There is no assurance that the Company's exploration programs will result in any new commercial mining operations or yield new reserves to replace or expand current reserves. Litigation All industries, including the mining industry, are subject to legal claims, with and without merit. Legal proceedings may arise from time to time in the course of the Company's business. Such litigation may be brought against the Company or one or more of its subsidiaries in the future from time to time or the Company or one or more of its subsidiaries may be subject to another form of litigation. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. As of the date hereof, except as disclosed in the Overview of the Period and Outlook for the Group section above, no other material claims have been brought against the Company, nor has the Company received an indication that any claims are forthcoming. Due to the inherent uncertainty of the litigation process, the process of defending such claims (or any other claims that may be brought against the Company) could take away from management time and effort and the resolution of any particular legal proceeding to which the Company or one or more of its subsidiaries may become subject could have a material effect on the Company's financial position and results of operations. South Africa Country Risks The operations of the Company are subject to risks normally associated with the conduct of business in South Africa. Risks may include, among others highlighted herein, problems relating to labour disputes, delays or invalidation of governmental orders and permits, corruption and fraud, uncertain political and economic environments, civil disturbances and crime, arbitrary changes in laws or policies, foreign taxation and exchange controls, opposition to mining from environmental or other non-governmental organisations or changes in the political attitude towards mining, limitations on foreign ownership, limitations on repatriation of earnings, infrastructure limitations and increased financing costs. There have been recent calls in South Africa for the nationalisation and expropriation without compensation of domestic mining assets. Any such development would have a significant adverse effect on the Company. The labour situation in South Africa has been unstable across the mining industry, and in particular in the platinum industry and in the metal and engineering sector. There is a risk that this instability extends into other sectors, including the coal sector. There have also been retrenchments carried out by numerous companies across the industry. HIV is prevalent in Southern Africa and tuberculosis is prevalent in the KwaZulu-Natal Province of South Africa, where the Company's operations are situated. Employees of the Company may have or could contract either of these potentially deadly illnesses. The prevalence of HIV and tuberculosis could cause substantial lost employee man-hours and may influence the Company's ability to source skilled labour. The above risks may limit or disrupt the Company's business activities. The Company's mining operations must remain compliant with South African mining laws, including, inter alia, the MPRDA and the Mining Charter, the conditions imposed by the licenses held by the Company, and the BEE participation requirements. However, no assurance can be given that the Company will be able to meet the objectives of South African mining laws going forward, including the 26% HDSA ownership objective and compliance with the requirements of the Mining Charter. There is also no guarantee that the interests of the Company will be wholly aligned with the interests of its (direct or indirect) BEE shareholders. Infrastructure Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants that affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company's operations, financial condition and results of operations. Environmental Risks and Other Hazards All phases of the Company's operations will be subject to environmental regulation in South Africa. Environmental legislation in many countries is evolving and the trend has been toward stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and increasing responsibility for companies and their officers, directors and employees. Compliance with environmental laws and regulations may require significant capital outlays on behalf of the Company and may cause material changes or delays in the Company's intended activities. There can be no assurance that future changes in environmental regulations and the manner in which the regulatory authorities enforce these regulations will not adversely affect the Company's business, and it is possible that future changes in these laws or regulations could have a significant adverse impact on some portion of the Company's business, causing the Company to re-evaluate those activities at that time. Mining involves various other types of risks and hazards, including: industrial accidents; processing problems; unusual or unexpected geological structures; structural cave-ins or slides; flooding; fires; and periodic interruptions due to inclement or hazardous weather conditions. These risks could result in damage to, or destruction of, mineral properties, production facilities or other properties, personal injury, delays in mining, increased production costs, monetary losses and possible legal liability. Dependence on Key Personnel The Company is dependent on a relatively small number of key personnel. The Company currently does not have key person insurance on these individuals. Due to the Company's relatively small size, the loss of these persons or the Company's inability to attract and retain additional highly skilled employees required for the operation of the Company's activities may have a material adverse effect on the Company's business or future operations. Dependence on Outside Parties The Company has relied upon consultants, engineers, contractors and others and intends to rely on these parties for exploration, extraction, development, construction and operating expertise. Substantial expenditures are required to develop coal properties, to establish mineral reserves through drilling, to carry out environmental and social impact assessments, to develop processes to extract coal and, in the case of new properties, to develop the exploration and infrastructure at any particular site. If such parties' work is deficient or negligent or is not completed in a timely manner, it could have a material adverse effect on the Company. Effective October 31, 2015, STA is mining four sections at Magdalena. The Company retains legal and operational responsibilities for these mining operations and must maintain adequate oversight and involvement to ensure compliance and optimum performance by STA. Exploration and Development The exploration and development of coal deposits involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of a mineable deposit may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenses may be required to establish additional reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the current exploration programs planned by the Company will result in profitable commercial mining operations, and significant capital investment is required to achieve commercial production from successful exploration efforts. There is no certainty that exploration expenditures made by the Company will result in discoveries of commercial mineable quantities. Exploration for coal is highly speculative, involves substantial expenditures, and is frequently non-productive. Tax and Foreign Mining Tax Regimes The Company is subject to income, value added, withholding and other taxes in various jurisdictions. Significant judgement is required in determining the Company's provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company's income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations often involving multiple jurisdictions. The Company's interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made. Mining tax regimes in foreign jurisdictions are subject to differing interpretations and are subject to constant change. The Company's interpretation of taxation law as applied to its transactions and activities may not coincide with that of the tax authorities. As a result, transactions may be challenged by tax authorities and the Company's operations may be assessed, which could result in significant additional taxes, penalties and interest. In addition, proposed changes to mining tax regimes in foreign jurisdictions could result in significant additional taxes payable by the Company, which would have a negative impact on the financial results of the Company. Insurance and Uninsured Risks The Company's business is subject to a number of risks and hazards generally, including: adverse environmental conditions; industrial accidents; labour disputes; unusual or unexpected geological conditions; ground or slope failures; cave-ins; changes in the regulatory environment; and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to the Company's properties or the properties of others, delays in mining, monetary losses and possible legal liability. The businesses and properties of the Company are insured against loss or damage, subject to a number of limitations and qualifications. Such insurance will not cover all the potential risks associated with a mining company's operations. The Company may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to the Company or to other companies in the mining industry on acceptable terms. The Company might also become subject to liability for pollution or other hazards that may not be insured against or that the Company may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Company to incur significant costs that could have a material adverse effect upon its financial performance and results of operations. Competition The mining industry is intensely competitive. Significant competition exists for the acquisition of properties producing or capable of producing coal. The Company may be at a competitive disadvantage in acquiring additional mining properties because it must compete with other individuals and companies, many of which have greater financial resources, operational experience and technical capabilities than the Company. The Company may also encounter increasing competition from other mining companies in its efforts to hire experienced mining professionals. Increased competition could adversely affect the Company's ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future. The Company's Securities May Experience Price Volatility Securities markets have a high level of price and volume volatility, and the market price of securities of many companies have experienced wide fluctuations in price that have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. Factors unrelated to the financial performance or prospects of the Company include macroeconomic developments in North America and globally, and market perceptions of the attractiveness of particular industries. There can be no assurance that continued fluctuations in coal prices will not occur. As a result of any of these factors, the market price of the securities of the Company may not accurately reflect the longer term value of the Company. As of the date of this MD&A, RCF owns 347 945 097 Common Shares representing approximately 87.2% of the currently issued and outstanding Common Shares. Assuming RCF converts an additional US$18.0 million of the remaining US$27.0 million RCF Convertible Loan before December 31, 2017 (as required by the Investec funding terms), and the remaining US$9.0 million of the RCF Convertible Loan on June 30, 2019, interest on the RCF Convertible Loan is settled quarterly in Common Shares at an interest rate of 1.29% per annum for the full term and STA is issued Common Shares on a quarterly basis for the Equity Portion until such time as STA holds 9.9% of the Company, however STA is estimated to hold 5.3%, and RCF would hold 92.1% of the issued and outstanding Common Shares on June 30, 2019 on a fully diluted basis. This excludes the effects of potential dilution of the exercise of the Investec warrants, which are currently out of the money. There is a risk that the Company's securities will not trade on the open market due to a majority holding by one entity. Foreign Assets All of the assets of the Company are located in jurisdictions outside of Canada. As a result, it may be difficult for shareholders resident in Canada or other jurisdictions to enforce judgements obtained against the Company in Canada. Currency Fluctuations Currency fluctuations may affect the Company's costs and margins. Adverse fluctuations in the South African Rand relative to the US Dollar and the Canadian Dollar and other currencies could materially and adversely affect the Company's profitability, results of operation and financial position. The Company's Directors and Officers may have Conflicts of Interests Certain of the Company's directors and officers also serve as directors and/or officers of other companies involved in natural resource exploration, development and production and as directors and/or officers of RCF being the major shareholder of the Company. Consequently there exists the possibility that such directors may be in a position of conflict in respect of proposed transactions or the operation of the Company. The directors and officers of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interests that they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the Board of Directors of the Company, any director in a conflict will be required to disclose his or her interest and abstain from voting on such matter. NON-IFRS PERFORMANCE MEASURES The Company has included in this document certain non-IFRS performance measures that are detailed below. These non-IFRS performance measures do not have any standardised meaning prescribed by IFRS and, therefore, may not be comparable to similar measures presented by other companies. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Company's performance. Accordingly, they are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The definition for these performance measures and reconciliation of the non-IFRS measures to reported IFRS measures are as follows: Working Capital Working capital includes current assets and current liabilities, excluding provisions and non-financial instruments. December 31, December 31, 2016 2015 R'000 R'000 Current assets Cash and cash equivalents 13 754 20 365 Trade and other receivables 84 773 75 581 Inventories 35 222 42 226 Non-interest-bearing receivables 1 902 1 698 Taxation receivable - 52 135 651 139 922 Current liabilities Trade and other payables (excluding provisions) 158 262 161 401 Current portion of borrowings 161 361 25 714 Current Tax Liabilities 8 775 - 328 398 187 115 Net working capital (192 747) (47 193) Adjusted EBITDA Adjusted EBITDA is defined as earnings before interest, tax, depreciation and amortisation and adding back the following: Impairment or reversal of an impairment of an asset, fair value adjustments to financial instruments, stock- based compensation, foreign exchange gains and losses, and non-recurring transaction expenses or income. The reconciliation of operating loss to adjusted EBITDA is as follows: 12 months ended 3 months ended December 31, December 31, December 31, December 31, September 30, R'000 2016 2015 2016 2015 2016 Operating profit/(loss) for the period 33 755 (457 018) 1 254 (149 809) (11 771) Depreciation and amortisation 57 026 76 152 7 431 17 935 16 412 Impairment of receivables 1 (1) - - 1 Impairment of property, plant and equipment and intangible assets - 137 889 - 14 558 - Fair value adjustments of financial assets and conversion option (93 363) (102 226) (5 169) (13 681) (21 930) Loss on extinguishment of debt 50 647 195 880 - 84 038 50 647 Loss on remeasurement of non-current assets held for sale - 10 833 - - - Stock-based compensation 177 799 (102) 173 52 Foreign exchange gains and losses (36 740) 66 740 (3 990) 32 489 (19 849) Adjusted EBITDA 11 503 (70 952) (576) (14 297) 13 562 Net Revenue The Group restructured several of its offtake contracts during Q1 2016 from an FOB shipping basis to short-term Rand denominated FCA contracts, resulting in revenue not being directly comparable year on year. Below is a reconciliation of revenue as disclosed in the Consolidated Financial Statements for the years ended December 31, 2016 and December 31, 2015 to net revenue which excludes all railage, port handling and wharfage related costs: 12 months ended 3 months ended December 31, December 31, December 31, December 31, September 30, R'000 2016 2015 2016 2015 2016 Revenue 660 582 630 999 183 887 127 208 178 148 Railage, port handling and wharfage 19 398 54 462 2 880 13 032 5 897 Net revenue 641 184 576 538 181 007 114 176 172 251 Headline loss per share Headline loss is a profit measure required for JSE-listed companies as defined by the South African Institute of Chartered Accountants. Headline loss per share is a basis for measuring earnings per share which accounts for all the profits and losses from operational, trading, and interest activities, that have been discontinued or acquired at any point during the year. Excluded from this figure are profits or losses associated with the sale or termination of discontinued operations, fixed assets or related businesses, or from any permanent devaluation or write off of their values. Reconciliation of loss for the periods to headline loss is disclosed below: 12 months ended 12 months ended December 31, December 31, 2016 2015 Loss for the period (45 544 024) (561 824 654) Net loss/(profit) on disposal of property, plant and equipment 4 008 157 (3 601 936) Headline loss for the period (41 535 867) (565 426 590) Headline loss per share - basic and diluted (0.12) (5.34) SUMMARY OF SECURITIES AS AT MARCH 24, 2017 As at March 24, 2017 the following Common Shares, Common Share purchase options and share purchase warrants were issued and outstanding: - 399 089 930 Common Shares; - 3 343 303 Common Share purchase options with exercise prices ranging from C$0.0387-C$0.29 with a weighted average remaining contractual life of 2.88 years; - 34 817 237 warrants with a strike price of C$0.1446 maturing on July 3, 2019. LIST OF DIRECTORS AND OFFICERS Craig Wiggill Director, Chairman of the Board of Directors Robert Francis Director Edward Scholtz Director David Thomas Director Rowan Karstel Chief Executive Officer Graham du Preez Chief Financial Officer and Corporate Secretary March 28, 2017 Sponsor: Questco Proprietary Limited Date: 28/03/2017 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

New Financial Instrument Listing Announcement - "CLN467" The Standard Bank of South Africa Limited New Financial Instrument Listing Announcement - "CLN467" Stock Code: CLN467 ISIN Code: ZAG000143082 The JSE Limited has granted a listing to The Standard Bank of South Africa Limited - CLN467 Senior Unsecured Floating Rate Credit Linked Note due 27 March 2020- sponsored by The Standard Bank of South Africa Limited (acting through its Corporate and Investment Banking Division), under its Structured Note Programme. Authorised Programme size ZAR60,000,000,000 Total notes issued ZAR27,037,456,401.99 Full Note details are as follows: Issue Date: 29 March 2017 Nominal Issued: ZAR375,000,000 Coupon Rate: three month ZAR-JIBAR-SAFEX plus Margin of 1.55% as per the Pricing Supplement Coupon Indicator: Floating Trade Type: Price Maturity Date: 27 March 2020 First Interest Payment Date: 27 June 2017 Interest Payment Dates: Each 27 March, 27 June, 27 September and 27 December Books Close: From each 17 March, 17 June, 17 September and 17 December Last day to register: By: 17h00 on each 16 March, 16 June, 16 September, and 16 December Interest Commencement Date: 29 March 2017 Placement Agent: The Standard Bank of South Africa Limited Notes will be deposited in the Central Depository ("CSD") and settlement will take place electronically in terms of JSE Rules. Dated 28 March 2017 Sponsor - The Standard Bank of South Africa Limited For further information on the Note issued please contact: Johann Erasmus SBSA (Sponsor) Email: johann.erasmus@standardbank.co.za Date: 28/03/2017 02:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Listing of Additional Ashburton Top 40 ETF Securities -ASHT40 Ashburton Top 40 ETF (Formerly RMB Top 40 Exchange Traded Fund) A portfolio in the Ashburton Collective Investment Scheme ("the portfolio") registered in terms of the Collective Investment Schemes Control Act, 45 of 2002 Share Code: ASHT40 ISIN: ZAE000215364 ("ASHTOP40") LISTING OF ADDITIONAL ASHBURTON TOP 40 ETF SECURITIES The JSE Limited has approved the listing of an additional 500 000 Ashburton Top 40 ETF securities with effect from commencement of business on Wednesday, 29 March 2017, at an issue price of approximately R44.94 per security. Subsequent to this listing there will be 20 500 000 Ashburton Top 40 ETF securities in issue. Johannesburg 28 March 2017 Sponsor: Bridge Capital Advisors Proprietary Limited Date: 28/03/2017 12:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Anheuser-Busch InBev Commits to a 100% Renewable Electricity Future Anheuser-Busch InBev SA/NV (Incorporated in the Kingdom of Belgium) Register of Companies Number: 0417.497.106 Euronext Brussels Share Code: ABI Mexican Stock Exchange Share Code: ANB NYSE ADS Code: BUD JSE Share Code: ANH ISIN: BE0974293251 ("AB InBev") Anheuser-Busch InBev Commits to a 100% Renewable Electricity Future New commitment to secure 100% of purchased electricity from renewable sources by 2025 AB InBev to become the largest corporate direct purchaser of renewable electricity in the global consumer goods sector,1 reducing the company's operational carbon footprint by 30% Mexico Power Purchase Agreement (PPA) signed, our first agreement under this new commitment Anheuser-Busch InBev (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB) (JSE: ANH), Mexico City, MX, March 28, 2017 -- Anheuser-Busch InBev today announced a commitment to secure 100% of the company's purchased electricity from renewable sources by 2025. In total, this will shift 6 terawatt-hours of electricity annually to renewable sources in the markets where AB InBev operates and will help transform the energy industry in countries like Argentina, Brazil, India and markets across the African continent. This increased renewable electricity generation - which is the amount of energy produced in 1 Based on a comparison of current public commitments of major consumer goods companies to directly source electricity from renewable sources through direct purchasing. Excludes electricity purchased through green tariffs, contracts with grid suppliers and certificate purchases. Electricity consumption of companies taken from publicly available data. 1 ab-inbev.com one year by solar panels covering the area of more than 400 soccer pitches2 - will support efforts to achieve climate targets under the 2015 Paris Climate Conference (COP21) agreements. "Climate change has profound implications for our company and for the communities where we live and work," said AB InBev CEO Carlos Brito. "Cutting back on fossil fuels is good for the environment and good for business, and we are committed to helping drive positive change. We have the opportunity to play a leading role in the battle against climate change by purchasing energy in a more sustainable way." As part of this initiative, AB InBev expects to secure 75-85% of electricity through direct power purchasing agreements. The final 15-25% will mainly come from on-site technologies such as solar panels. This commitment will make AB InBev the largest corporate direct purchaser of renewable electricity in the consumer goods sector globally and will reduce the company's operational carbon footprint by 30%. This will have the same positive effect as removing nearly 500,000 cars from the road3. The renewable energy target also demonstrates AB InBev's continued commitment to following a low carbon pathway, in line with the United Nations Sustainable Development Goals. The company has also joined RE100, a global initiative of influential businesses that are all committed to using 100% renewable electricity. RE100 is led by The Climate Group in partnership with Carbon Disclosure Project. AB InBev's renewable electricity transformation will begin in Mexico, which is home to the company's largest brewery, in Zacatecas. AB InBev has signed a Power Purchase Agreement with Iberdrola for 490 gigawatt-hours per year. With this new partnership, the company will be able to meet all of its purchased electricity needs for production sites in the country. The agreement with Iberdrola is also expected to increase Mexico's wind and solar energy capacity by more than 5%4. Iberdrola will build and install 220 MW of wind energy capacity onshore in the state of Puebla, and energy generation is expected to begin in the first half of 2019. AB InBev plans to enter into similar agreements in other markets in the near future. By launching this new partnership in Mexico, AB InBev hopes to demonstrate that by switching to renewable electricity, businesses across the world can contribute to a 100% renewable electricity future. 2 Calculated based on the estimated area of installed solar panels required to produce AB InBev's current electricity use per year, assuming a typical soccer pitch size as per FIFA guidelines and taking into account average capacity factors for solar energy. 3 Based on a carbon reduction of approximately 2 million tonnes CO2 per year and average annual car emissions of 4.1 tonnes CO2 per year (US EPA estimate for an average car). 4 Based on existing, estimated 2015 installed wind and solar capacity (IRENA). 2 ab-inbev.com Contacts Media Investors Marianne Amssoms Henry Rudd Tel: +1-212-573-9281 Tel: +1-212-503-2890 E-mail: marianne.amssoms@ab-inbev.com E-mail: henry.rudd@ab-inbev.com Kathleen Van Boxelaer Mariusz Jamka Tel: +32-16-27-68-23 Tel: +32-16-27-68-88 E-mail: kathleen.vanboxelaer@ab-inbev.com E-mail: mariusz.jamka@ab-inbev.com Lauren Abbott Tel: +1-212-573-9287 E-mail: lauren.abbott@ab-inbev.com About Anheuser-Busch InBev Anheuser-Busch InBev is a publicly traded company (Euronext: ABI) based in Leuven, Belgium, with secondary listings on the Mexico (MEXBOL: ANB) and South Africa (JSE: ANH) stock exchanges and with American Depositary Receipts on the New York Stock Exchange (NYSE: BUD). Our Dream is to bring people together for a better world. Beer, the original social network, has been bringing people together for thousands of years. We are committed to building great brands that stand the test of time and to brewing the best beers using the finest natural ingredients. Our diverse portfolio of well over 500 beer brands includes global brands Budweiser®, Corona® and Stella Artois®; multi-country brands Beck's®, Castle®, Castle Lite®, Hoegaarden® and Leffe®; and local champions such as Aguila®, Antarctica®, Bud Light®, Brahma®, Cass®, Chernigivske®, Cristal®, Harbin®, Jupiler®, Klinskoye®, Michelob Ultra®, Modelo Especial®, Quilmes®, Victoria®, Sedrin®, Sibirskaya Korona® and Skol®. Our brewing heritage dates back more than 600 years, spanning continents and generations. From our European roots at the Den Hoorn brewery in Leuven, Belgium. To the pioneering spirit of the Anheuser & Co brewery in St. Louis, US. To the creation of the Castle Brewery in South Africa during the Johannesburg gold rush. To Bohemia, the first brewery in Brazil. Geographically diversified with a balanced exposure to developed and developing markets, we leverage the collective strengths of approximately 200,000 employees based in more than 50 countries worldwide. For 2016, AB InBev's reported revenue was 45.5 billion USD (excluding JVs and associates). 28 March 2017 JSE Sponsor: Deutsche Securities (SA) Proprietary Limited 3 ab-inbev.com Date: 28/03/2017 01:07:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Anheuser-Busch InBev Commits to a 100% Renewable Electricity Future Anheuser-Busch InBev SA/NV (Incorporated in the Kingdom of Belgium) Register of Companies Number: 0417.497.106 Euronext Brussels Share Code: ABI Mexican Stock Exchange Share Code: ANB NYSE ADS Code: BUD JSE Share Code: ANH ISIN: BE0974293251 ("AB InBev") Anheuser-Busch InBev Commits to a 100% Renewable Electricity Future New commitment to secure 100% of purchased electricity from renewable sources by 2025 AB InBev to become the largest corporate direct purchaser of renewable electricity in the global consumer goods sector,1 reducing the company's operational carbon footprint by 30% Mexico Power Purchase Agreement (PPA) signed, our first agreement under this new commitment Anheuser-Busch InBev (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB) (JSE: ANH), Mexico City, MX, March 28, 2017 -- Anheuser-Busch InBev today announced a commitment to secure 100% of the company's purchased electricity from renewable sources by 2025. In total, this will shift 6 terawatt-hours of electricity annually to renewable sources in the markets where AB InBev operates and will help transform the energy industry in countries like Argentina, Brazil, India and markets across the African continent. This increased renewable electricity generation - which is the amount of energy produced in 1 Based on a comparison of current public commitments of major consumer goods companies to directly source electricity from renewable sources through direct purchasing. Excludes electricity purchased through green tariffs, contracts with grid suppliers and certificate purchases. Electricity consumption of companies taken from publicly available data. 1 ab-inbev.com one year by solar panels covering the area of more than 400 soccer pitches2 - will support efforts to achieve climate targets under the 2015 Paris Climate Conference (COP21) agreements. "Climate change has profound implications for our company and for the communities where we live and work," said AB InBev CEO Carlos Brito. "Cutting back on fossil fuels is good for the environment and good for business, and we are committed to helping drive positive change. We have the opportunity to play a leading role in the battle against climate change by purchasing energy in a more sustainable way." As part of this initiative, AB InBev expects to secure 75-85% of electricity through direct power purchasing agreements. The final 15-25% will mainly come from on-site technologies such as solar panels. This commitment will make AB InBev the largest corporate direct purchaser of renewable electricity in the consumer goods sector globally and will reduce the company's operational carbon footprint by 30%. This will have the same positive effect as removing nearly 500,000 cars from the road3. The renewable energy target also demonstrates AB InBev's continued commitment to following a low carbon pathway, in line with the United Nations Sustainable Development Goals. The company has also joined RE100, a global initiative of influential businesses that are all committed to using 100% renewable electricity. RE100 is led by The Climate Group in partnership with Carbon Disclosure Project. AB InBev's renewable electricity transformation will begin in Mexico, which is home to the company's largest brewery, in Zacatecas. AB InBev has signed a Power Purchase Agreement with Iberdrola for 490 gigawatt-hours per year. With this new partnership, the company will be able to meet all of its purchased electricity needs for production sites in the country. The agreement with Iberdrola is also expected to increase Mexico's wind and solar energy capacity by more than 5%4. Iberdrola will build and install 220 MW of wind energy capacity onshore in the state of Puebla, and energy generation is expected to begin in the first half of 2019. AB InBev plans to enter into similar agreements in other markets in the near future. By launching this new partnership in Mexico, AB InBev hopes to demonstrate that by switching to renewable electricity, businesses across the world can contribute to a 100% renewable electricity future. 2 Calculated based on the estimated area of installed solar panels required to produce AB InBev's current electricity use per year, assuming a typical soccer pitch size as per FIFA guidelines and taking into account average capacity factors for solar energy. 3 Based on a carbon reduction of approximately 2 million tonnes CO2 per year and average annual car emissions of 4.1 tonnes CO2 per year (US EPA estimate for an average car). 4 Based on existing, estimated 2015 installed wind and solar capacity (IRENA). 2 ab-inbev.com Contacts Media Investors Marianne Amssoms Henry Rudd Tel: +1-212-573-9281 Tel: +1-212-503-2890 E-mail: marianne.amssoms@ab-inbev.com E-mail: henry.rudd@ab-inbev.com Kathleen Van Boxelaer Mariusz Jamka Tel: +32-16-27-68-23 Tel: +32-16-27-68-88 E-mail: kathleen.vanboxelaer@ab-inbev.com E-mail: mariusz.jamka@ab-inbev.com Lauren Abbott Tel: +1-212-573-9287 E-mail: lauren.abbott@ab-inbev.com About Anheuser-Busch InBev Anheuser-Busch InBev is a publicly traded company (Euronext: ABI) based in Leuven, Belgium, with secondary listings on the Mexico (MEXBOL: ANB) and South Africa (JSE: ANH) stock exchanges and with American Depositary Receipts on the New York Stock Exchange (NYSE: BUD). Our Dream is to bring people together for a better world. Beer, the original social network, has been bringing people together for thousands of years. We are committed to building great brands that stand the test of time and to brewing the best beers using the finest natural ingredients. Our diverse portfolio of well over 500 beer brands includes global brands Budweiser®, Corona® and Stella Artois®; multi-country brands Beck's®, Castle®, Castle Lite®, Hoegaarden® and Leffe®; and local champions such as Aguila®, Antarctica®, Bud Light®, Brahma®, Cass®, Chernigivske®, Cristal®, Harbin®, Jupiler®, Klinskoye®, Michelob Ultra®, Modelo Especial®, Quilmes®, Victoria®, Sedrin®, Sibirskaya Korona® and Skol®. Our brewing heritage dates back more than 600 years, spanning continents and generations. From our European roots at the Den Hoorn brewery in Leuven, Belgium. To the pioneering spirit of the Anheuser & Co brewery in St. Louis, US. To the creation of the Castle Brewery in South Africa during the Johannesburg gold rush. To Bohemia, the first brewery in Brazil. Geographically diversified with a balanced exposure to developed and developing markets, we leverage the collective strengths of approximately 200,000 employees based in more than 50 countries worldwide. For 2016, AB InBev's reported revenue was 45.5 billion USD (excluding JVs and associates). 28 March 2017 JSE Sponsor: Deutsche Securities (SA) Proprietary Limited 3 ab-inbev.com Date: 28/03/2017 01:07:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Dealing in Securities by the Company Secretary of AngloGold Ashanti Limited AngloGold Ashanti Limited (Incorporated in the Republic of South Africa) Reg. No. 1944/017354/06 ISIN. ZAE000043485 - JSE share code: ANG CUSIP: 035128206 - NYSE share code: AU ("AngloGold Ashanti" or the "Company") NEWS RELEASE DEALING IN SECURITIES BY THE COMPANY SECRETARY OF ANGLOGOLD ASHANTI LIMITED In terms of JSE Listings Requirement 3.63, AngloGold Ashanti gives notice that the Company Secretary has dealt in ordinary shares of the Company, after having received clearance to do so in terms of JSE Listings Requirement 3.66. The transactions were pursuant to a Co-Investment Plan (CIP) for the Company's executives. In terms of the CIP, executives are allowed to apply up to 50% of their after tax cash bonus to purchase AngloGold Ashanti ordinary shares. The Company then matches their investment at 150% through an on- market purchase of shares, with vesting over a two-year period in two equal tranches. The first vesting date being the anniversary of the date on which the executive purchased the shares and the second vesting date being the second anniversary of the date on which the executive purchased the shares. The Company Secretary opted to participate in the CIP in 2015. This being the second anniversary of the date on which the Company Secretary purchased the shares in 2015, the Company has purchased and allocated matching shares to the Company Secretary as detailed below: Name of officer Maria Sanz Perez Name of company AngloGold Ashanti Limited Date of transaction 27 March 2017 Nature of transaction On-market purchase of shares by the Company, being the allocation of the matched portion in respect of the second tranche Class of security Ordinary shares Number of shares purchased 6,645 Average price of shares purchased R146.5172 Lowest price of shares purchased R145.76 Highest price of shares purchased R146.57 Value of transaction (excluding R973,606.79 brokerage and other fees) Extent of interest Direct beneficial Prior clearance to deal Obtained SHARES SOLD TO SETTLE TAX COSTS Name of officer Maria Sanz Perez Name of company AngloGold Ashanti Limited Date of transaction 27 March 2017 Nature of transaction On-market sale of shares to fund tax liability in relation to costs incurred in CIP Class of security Ordinary shares Number of shares sold 3,024 Selling price per share R146.4293 Value of transaction (excluding R442,802.20 brokerage and other fees) Extent of interest Direct, beneficial Prior clearance to deal Obtained ENDS 28 March 2017 Johannesburg JSE Sponsor: Deutsche Securities (SA) Proprietary Ltd Contacts Media Chris Nthite +27 11 637 6388/+27 83 301 2481 cnthite@anglogoldashanti.com Stewart Bailey +27 81 032 2563 / +27 11 637 6031 sbailey@anglogoldashanti.com General inquiries media@anglogoldashanti.com Investors Stewart Bailey +27 81 032 2563 / +27 11 637 6031 sbailey@anglogoldashanti.com Sabrina Brockman +1 646 880 4526 / +1 646 379 2555 sbrockman@anglogoldashanti.com Fundisa Mgidi +27 11 6376763 / +27 82 821 5322 fmgidi@anglogoldashanti.com Forward-Looking Information and Non-GAAP Financial Measures Certain statements contained in this document, other than statements of historical fact, including, without limitation, those concerning production, cash costs, all-in sustaining costs, all-in costs, cost savings, headline earnings, headline earnings per share, basic earnings, basic earnings per share and other operating or financial results, and outlook of AngloGold Ashanti's operations, individually or in the aggregate, are forward-looking statements regarding AngloGold Ashanti's operations, economic performance and financial condition. These forward-looking statements or forecasts involve known and unknown risks, uncertainties and other factors that may cause AngloGold Ashanti's actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied in these forward-looking statements. Although AngloGold Ashanti believes that the expectations reflected in such forward-looking statements and forecasts are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, results could differ materially from those set out in the forward-looking statements as a result of, among other factors, changes in economic, social and political and market conditions, the success of business and operating initiatives, changes in the regulatory environment and other government actions, including environmental approvals, fluctuations in gold prices and exchange rates, the outcome of pending or future litigation proceedings, and business and operational risk management. For a discussion of such risk factors, refer to AngloGold Ashanti's annual report on Form 20-F for the year ended 31 December 2015, which was filed with the United States Securities and Exchange Commission ("SEC"). These factors are not necessarily all of the important factors that could cause AngloGold Ashanti's actual results to differ materially from those expressed in any forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results. Consequently, readers are cautioned not to place undue reliance on forward-looking statements. AngloGold Ashanti undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except to the extent required by applicable law. All subsequent written or oral forward-looking statements attributable to AngloGold Ashanti or any person acting on its behalf are qualified by the cautionary statements herein. This communication may contain certain "Non-GAAP" financial measures. AngloGold Ashanti utilises certain Non-GAAP performance measures and ratios in managing its business. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the reported operating results or cash flow from operations or any other measures of performance prepared in accordance with IFRS. In addition, the presentation of these measures may not be comparable to similarly titled measures other companies may use. AngloGold Ashanti posts information that is important to investors on the main page of its website at www.anglogoldashanti.com and under the "Investors" tab on the main page. This information is updated regularly. Investors should visit this website to obtain important information about AngloGold Ashanti. Incorporated in the Republic of South Africa Reg No: 1944/017354/06 ISIN. ZAE000043485 - JSE share code: ANG CUSIP: 035128206 - NYSE share code: AU Website: www.anglogoldashanti.com Date: 28/03/2017 02:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Interim results and dividend declaration AfroCentric Investment Corporation Limited Incorporated in the Republic of South Africa Registration number 1988/000570/06 JSE Code: ACT ISIN: ZAE 000078416 ("AfroCentric" or "the Company" or "the Group") Unaudited Interim Results and Dividend Declaration for the six months ended 31 December 2016 Total revenue up 25.51% Profit before tax up 45.88% Dividends up 16.66% Summarised consolidated statement of financial position Unaudited Unaudited six months six months Audited ended ended year ended 31 December 31 December 30 June 2016 2015 2016 R'000 R'000 R'000 Assets Non-current assets 2 121 295 2 157 815 2 190 076 Property and equipment 208 623 159 689 189 362 Investment property 15 000 15 000 15 000 Intangible assets (Note 2) 1 440 173 1 417 866 1 388 815 Available for sale investment 18 444 18 444 18 444 Listed investments 41 608 27 001(1) 37 182 Managed funds and deposits 278 851 396 253(1) 411 934 Investment in associates 29 374 33 039 24 477 Deferred income tax assets 89 222 90 523 104 862 Current assets 867 714 838 104 850 640 Trade and other receivables 361 100 348 628 365 004 Inventory 77 465 79 321 72 310 Current tax asset 30 792 27 916 19 821 Receivables from associates and joint venture 12 637 - 20 437 Cash and cash equivalents 385 720 382 239(1) 373 068 Total assets 2 989 009 2 995 919 3 040 716 Equity and liabilities Capital and reserves 1 081 596 1 140 454 1 047 979 Issued ordinary share capital 18 686 18 686 18 686 Share premium 970 358 970 358(1) 970 358 Share-based payment reserve 28 700 23 382 26 604 Treasury shares (2 324) (2 324) (2 324) Conditional put option reserve (750 913) (703 000) (727 960) Foreign currency translation reserve 4 020 7 370 7 027 Distributable reserve 813 069 825 982 755 588 Non-controlling interest 549 504 525 194 515 603 Total equity 1 631 100 1 665 648 1 563 582 Non-current liabilities 1 004 497 1 031 986 977 573 Deferred income tax liabilities 90 394 163 518 82 390 Non-current provisions 8 350 8 350 8 350 Post-employment medical obligations 2 691 3 134 2 691 Second tranche payment 134 893 135 970 134 893 Conditional put option obligation 750 913 703 000 727 960 Accrual for straight lining of leases 17 256 18 014 21 289 Current liabilities 353 412 298 285 499 561 Provisions 11 406 9 636 9 755 Trade and other payables 288 076 255 762 383 029 Employment benefit provisions 53 930 32 887 106 777 Total liabilities 1 357 909 1 330 271 1 477 134 Total equity and liabilities 2 989 009 2 995 919 3 040 716 Note 1 (1) Certain amounts have been regrouped for a more meaningful comparison with the June 2016 audited results. (2) The audited results for the year ended 30 June 2016 have been restated to include an interest accrual in the Statement of Comprehensive Income, relating to the conditional put option obligation. Carrying value Amortisation Amortisation Note 2 31 December 31 December 31 December Intangible assets 2016 2016 2015 Goodwill - AfroCentric Health 398 122 - - Goodwill - WAD acquisition 473 954 - - Customer relationships - WAD acquisition 76 808 (4 474) (16 824) AfroCentric Health intangible assets 491 289 (37 661) (33 892) AfroCentric Health intangible PPA 25 931 (2 916) (7 059) AfroCentric Health intangible Software 369 214 (24 298) (18 485) Insurance Fraud Manager (Fraud Management Software) 96 144 (10 447) (8 348) 1 440 173 (42 135) (50 716) Summarised consolidated statement of comprehensive income Unaudited Unaudited Restated six months six months audited ended ended year ended 31 December 31 December 30 June % 2016 2015 2016 change R'000 R'000 R'000 Healthcare service revenue 1 300 155 1 121 661(1) 2 399 669 Healthcare service operating costs (1 069 204) (913 173)(1) (2 055 514) Healthcare service operating profit 10.77 230 951 208 488 344 155 Healthcare retail revenue 509 778 320 406(1) 748 477 Healthcare retail cost of sales (409 909) (251 219)(1) (588 204) Healthcare retail gross profit 44.35 99 869 69 187 160 273 Healthcare retail operating costs (72 070) (69 113)(1) (128 067) Total healthcare operating profit 24.06 258 750 208 562 376 361 Impairment of assets 2 895 - (21 469) Net finance and investment income 13 150 11 230 29 964 - Finance and investment income 36 130 13 636 59 471 - Finance cost: Conditional put option obligation (22 953) - (24 960)(2) - Finance cost: Other (27) (2 406) (4 547) Share-based payment expense (2 096) (3 222) (6 444) Share of associate profits 9 907 2 469 10 118 Profit before depreciation and amortisation 282 606 219 039 388 530 Depreciation (20 652) (17 643) (38 011) Amortisation of intangible assets (Note 2) (42 135) (50 716) (79 332) Profit before income taxation 45.88 219 819 150 680 271 187 Taxation expense (66 600) (41 121) (77 573) Profit for the period after taxation 39.85 153 219 109 559 193 614 Other comprehensive (loss)/income (3 007) 5 166 5 029 Total comprehensive income for the period 150 212 114 725 198 643 Attributable to: Equity holders of the Parent 98 046 99 194 145 320 Non-controlling interest (Note 3) 52 166 15 531 53 323 150 212 114 725 198 643 Note 3 The significant increase in the comparable amount attributable to Non- controlling interest arises substantially through the subscription by Sanlam for 28.7% of the shares in ACT Healthcare Assets (Pty) Ltd. Earnings attributable to equity holders Unaudited Unaudited Restated six months six months audited ended ended year ended 31 December 31 December 30 June 2016 2015 2016 R'000 R'000 R'000 Number of ordinary shares in issue 554 377 328 554 377 328 554 377 328 Weighted average number of ordinary shares 554 377 328 551 555 951 552 958 931 Weighted average number of shares for diluted EPS (including estimated second tranche share issue to WAD asset vendors) 580 570 230 577 957 910 579 151 833 Basic earnings 98 046 99 194 145 320 Adjusted by: (2 566) 612 11 876 - Reversal of impairment (2 895) - 21 469 - Loss on disposal of assets (216) 928 245 Total tax effects of adjustments 60 (260) (1 429) Total NCI effects of adjustments 485 (56) (8 409) Headline earnings 95 480 99 806 157 196 Earnings per share (cents) - Attributable to ordinary shares (cents) 17.69 17.98 26.28 - Diluted earnings per share (cents) 16.89 17.16 25.09 Headline earnings per share (cents) - Attributable to ordinary shares (cents) 17.22 18.10 28.43 - Diluted earnings per share (cents) 16.45 17.27 27.14 Summarised consolidated statement of cash flows Unaudited Unaudited six months six months Audited ended ended year ended 31 December 31 December 30 June 2016 2015 2016 R'000 R'000 R'000 Cash generated from operations 105 249 23 670 393 851 Net finance income 20 918 7 999 27 839 Distribution to shareholders (84 791) (64 969) (131 485) Dividends received 5 010 - 4 112 Tax and other payments (55 063) (69 893) (102 584) Net cash (outflow)/inflow from operating activities (8 677) (103 193) 191 733 Net cash inflow/(outflow) from investing activities 13 640 (495 561)(1) (645 465) Net cash inflow from financing activities 10 696 641 776 487 926 Net increase in cash and cash equivalents 15 659 43 022 34 194 Effect of foreign exchange benefit (3 007) 5 166 4 823 Cash and cash equivalents at beginning of the period 373 068 334 051 334 051 Cash and cash equivalents at end of the period (Note 4) 385 720 382 239(1) 373 068 Unaudited Unaudited Restated six months six months audited ended ended year ended 31 December 31 December 30 June 2016 2015 2016 Note 4 Total Group cash resources Cash and cash equivalents 385 720 382 239 373 068 Managed funds and deposits 278 851 396 253 411 934 664 571 778 492 785 002 Summarised consolidated statement of changes in equity Unaudited Unaudited Restated six months six months audited ended ended year ended 31 December 31 December 30 June 2016 2015 2016 R'000 R'000 R'000 Balance at beginning of the period 1 563 582 1 167 079 1 167 079 Issue of share capital - 445 589 445 590 Share-based awards reserve 2 096 3 222 6 444 Distribution to shareholders (66 525) (55 438) (121 963) Net profit for the period 98 046 99 194 145 320 Transferred to conditional put option reserve 22 953 - 24 960(2) Conditional put option reserve (22 953) (703 000) (727 960) Conditional put option reserve at inception - (703 000) (703 000) Transferred from distributable reserve (22 953) - (24 960) Profit attributable to minorities 52 166 15 531 53 323 Sanlam investment - 703 000 703 000 Premium on subscription - 246 738 246 738 Changes in ownership - 456 262 456 262 AHL minorities share buy-back - - (122 164) Increase in shareholding of Klinikka - - (525) Distribution to minorities (18 265) (9 529) (9 522) Balance at end of the period 1 631 100 1 665 648 1 563 582 Segmental analysis Unaudited six months ended 31 December 2016 Profit Total Revenue before tax assets R'000 R'000 R'000 Healthcare SA 1 134 075 141 231 3 508 397 Healthcare Africa 76 382 18 025 92 695 Healthcare Retail 509 778 32 502 305 149 Total Healthcare 1 720 235 191 758 3 906 241 Information technology 269 686 33 849 333 855 Other (including inter-segment elimination) (179 988) (5 788) (1 251 087) 1 809 933 219 819 2 989 009 Unaudited six months ended 31 December 2015 Profit Total Revenue before tax assets R'000 R'000 R'000 Healthcare SA 968 743 110 414 3 342 946 Healthcare Africa 87 877 32 710 135 607 Healthcare Retail 320 406 13 582 236 146 Total Healthcare 1 377 026 156 706 3 714 699 Information technology 242 244 14 178 256 119 Other (including inter-segment elimination) (177 203) (20 204) (974 899) 1 442 067 150 680 2 995 919 Restated audited year ended 30 June 2016 Profit Total Revenue before tax assets R'000 R'000 R'000 Healthcare SA 2 066 327 170 115 3 328 479 Healthcare Africa 180 534 67 166 160 739 Healthcare Retail 748 477 46 310 238 198 Total Healthcare 2 995 338 283 591 3 727 416 Information technology 499 411 40 178 310 001 Other (including inter-segment elimination) (346 603) (52 582) (996 701) 3 148 146 271 187 3 040 716 Commentary Introduction The Board is pleased to present the interim results of the AfroCentric Group for the six months ended 31 December 2016. Reference to the commentary for the previous corresponding reporting period, will reveal the number of determining corporate actions at that time, including new clients taken on during that reporting period. The Board is therefore pleased to record, that each of those events, has not only contributed towards the Group's overall profitability in this period, but has almost enabled the Group, within a year, to exceed the dilution in earnings impact, arising on the subscription by Sanlam for 28.7% ("the Sanlam subscription") of the shares in ACT Healthcare Assets (Pty) Ltd ("AHA") and the WAD acquisition through the issue of AfroCentric shares. Accounting policies and basis of preparation The summarised consolidated interim financial statements for the six months ended 31 December 2016 are prepared in accordance with International Financial Reporting Standard, IAS 34 Interim Financial Reporting, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council and the requirements of the Companies Act of South Africa. The accounting policies applied in the preparation of these summarised interim financial statements are in terms of International Financial Reporting Standards and are consistent with those applied in the previous consolidated annual financial statements. The Audited June 2016 results have however been restated to take into account, interest accrued on the conditional put option obligation, accounted for in those results as an adjustment to equity, instead of being provided for through the Statement of Comprehensive Income. Further detail on the restatement is set out below. The restatement has been made in terms of IAS 8. Nature of business AfroCentric is a JSE listed investment holding company which operates in and provides specialized services to the healthcare sector. AfroCentric continues to maintain its deliberate objective of being the leading exemplar of transformation and empowerment in the healthcare sector. The Group has achieved a Level 2 B-BBEE rating, based on the new codes and is easily the highest ranked BEE healthcare-related enterprise on the JSE. AfroCentric's core business is to provide health administration and health risk management solutions to its medical scheme clients. Through other specialty competencies within its integrated network of health services, AfroCentric provides a range of complementary services which include, inter alia, information technology ("IT") solutions; fraud detection, transactional switching; specialised disease management; pharmaceutical wholesaling and courier distribution services. AfroCentric continues to seek new and expansion opportunities within the healthcare sector, that are aligned with Group interests and are likely to contribute to the health and welfare of South Africa's diverse communities. Other highlights - Top ranking B-BBEE status achieved for the fifth successive year, based on the revised codes. - Titanium Award for Service Excellence - Managed Care for Healthcare entities 2016. - Titanium Award for Service Excellence - Administration 2016. - BHF Member of the year 2016. Financial Performance Profits before tax increased by 45.88% for the period under review amounting to R219.8 million (2015: R150.7 million). Profits after tax (PAT) increased by 39.85%, a satisfying result through great effort and efficient control by the Group's management and staff. Earnings per share and headline earnings per share decreased marginally in this period by 1.61% and 4.86% respectively, substantially as a result of the immediate dilutionary impact of the Sanlam subscription. Restatement of audited results for the year ended 30 june 2016 Sanlam subscribed for 28.7% of the shares in AHA during the 2016 financial year for the sum of R703 million. A suspensive term of the transaction included inter alia, that AfroCentric achieve a minimum threshold of profit (as defined) for the year ending 30 June 2017 ("the profit warranty"). In the event that such 2017 warranted profit threshold is not achieved, several adjusting share allocation elections become available to Sanlam, including, in certain circumstances, Sanlam's right to put the 28.7% share interest in AHA back to the company at cost plus interest, from the date of the subscription payment, to the date the put option is exercised. Given an error in the accounting treatment of interest accrued under the aforesaid conditional put option obligation, the Audited June 2016 results have been restated to provide for the interest charge (R25 million) now through the Statement of Comprehensive Income and not as previously endorsed, through an interest adjustment direct to equity. The required interest accrual (R23 million) has similarly been provided through the Statement of Comprehensive Income for this interim period. The restatement of the Audited 2016 results has the effect of reducing basic earnings from R170.3 million to R145.3 million, which translates into a decrease in both basic and diluted earnings per share of 4.51 cents. While the profit warranty threshold will only be measured after 30 June 2017, the Board is satisfied that, absent a material adverse event occurring in the Group during the next three-month period, it is expected that the profit warranty threshold will be exceeded, resulting in the last of the Sanlam suspensive transactional conditions becoming academic and the Sanlam subscription price of R703 million, which formed the basis of the conditional put and reserve obligations will be cancelled. It is important to note that should this cancellation become applicable, interest accrued on the put option obligation will, in terms of IFRS, not be reversible through the Statement of Comprehensive Income, but credited directly to Equity. Shareholders should be mindful therefore, that in such circumstances, no further restatements will become necessary to restore the adverse effect of these present and prior conditional interest costs. Developments Having regard to certain of the actions and events already referred to herein, a brief summary of related progress in each case is provided hereunder. Apart from the comprehensive range of services provided in the normal course to the Group's respected and existing client base, management were able to professionally and efficiently capture the data and competently provide the administration under the "new Polmed contract", including completing the sizeable task on the amalgamation of the Liberty Medical Scheme into Bonitas. Both of these were significant events, with considerable investment demands. The investment appropriations in each case, were made in anticipation of growth in net revenues, further overhead rationalisation, not unexpected through the greater economies of scale. The introduction of the Group's Insurance Fraud Manager (IFM) software from FICO during the period under review, has also proved to be a game changer within the Group's portfolio of clients, by identifying fraudulent conduct by members and providers, detecting waste and abuse within each of the client Medical Schemes, at the same time, contributing to the Group's revenues under a variety of fee structures reciprocally beneficial to the Group's clients and the company. Pharmacy Direct has also made impressive progress in the subject period, by successfully securing further contracts for the delivery of chronic medication to patients, now in seven provinces of South Africa (previously five provinces). This contract has and continues to be efficiently managed, with growth in scripts for dispensing and distribution having doubled during the past twelve months. Prospects While the economic environment within South Africa remains somewhat volatile and uncertain, AfroCentric remains confident in pursuing its interest in welcoming and facilitating the current market inclination towards medical administration consolidation. The Group also continues its objectives to acquire new and expand existing healthcare enterprises, so as to broaden its participation in the healthcare sector, ideally under a template of a widening market and better patient affordability. AfroCentric has over the years, established a secure foundation for the future and its partnerships with Sanlam and others, present a sound model for sustainability, somewhat dependent on the progress and growth of the South African economy, including its political stability, with similar criteria being relevant and applicable in other targeted destinations in Africa. Directors and officers Since the last published set of Group results there were the following changes on the Board of Directors: - Dr NB Bam resigned as an Independent Non-executive Director effective 1 November 2016. - Mr GL Napier resigned as an Independent Non-executive Director effective 1 November 2016. - Mr JG Appelgryn ceased to serve as a Non-executive Director effective 1 November 2016. - Ms NV Qangule was appointed as an Independent Non-executive Director effective 30 November 2016 and resigned 15 March 2017. - Mr SE Mmakau was appointed as an Independent Non-executive Director effective 30 November 2016. Dividends The Board has pleasure in announcing that an interim dividend of 14 cents per ordinary share (gross) has been declared for the six months ended 31 December 2016. Dividends are subject to Dividends Withholding Tax. The payment date for the dividend is Monday, 15 May 2017. This interim dividend will constitute part of the Group's annual dividend, to be considered in due course with the results for the year ending on 30 June 2017. - Dividends have been declared out of profits available for distribution. - Local Dividends Withholding Tax rate is 20%. - Gross dividend amount is 14 cents per ordinary share. - Net cash dividend amount is therefore 11.2 cents per ordinary share. - Company has 554 377 328 ordinary shares in issue as at the declaration date. - Company's income tax reference number is 9600/148/71/3. The salient dates relating to the dividend are as follows: Last day to trade cum dividend Tuesday, 9 May 2017 Shares commence trading ex-dividend Wednesday, 10 May 2017 Dividend record date Friday, 12 May 2017 Dividend payment date Monday, 15 May 2017 Share certificates for ordinary shares may not be dematerialised or rematerialised between Wednesday, 10 May 2017 and Friday, 12 May 2017, both days inclusive. Basis of preparation The unaudited interim results have been prepared under the supervision of Mr JW Boonzaaier CA(SA), in his capacity as the Group Chief Financial Officer. This announcement does not include the information required pursuant to paragraph 16A(j) of IAS 34. This is however available on our website (http://www.afrocentric.za.com/inv-reporting.php), at our offices and upon request. On behalf of the Board Dr ATM Mokgokong Mr AV Van Buuren Chairperson Group Chief Executive Officer Johannesburg 27 March 2017 Directors ATM Mokgokong(2) (Chairperson), MJM Madungandaba(2) (Deputy Chairperson), AV Van Buuren(3) (CEO), JW Boonzaaier(3) (CFO), A Banderker(2), WH Britz(3), LL Dhlamini(1), JM Kahn (lead)(1), IM Kirk(2), SE Mmakau(1), ND Munisi(2), MI Sacks(1) (1)independent non-executive (2)non-executive (3)executive Registered Office 37 Conrad Rd, Florida North 1709 Sponsor Sasfin Capital (a division of Sasfin Bank Limited) www.afrocentric.za.com Company Secretary S Lutchan Group Investor Relations Nosipho Phewa investor-relations@afrocentric.za.com Tel: +27 11 671 2475 Date: 28/03/2017 01:26:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

LPDM01 - Notice of Expiry of Long Equity Investment Plan Security Absa Capital, a Division of Absa Bank Limited (Registration Number: 1986/004794/06) Instrument Long Name: AB LP DM01 - 23 March 2017 JSE Short Code: AB LP DM01 Alpha Code: LPDM01 Instrument ISIN: ZAE000166765 Notice of Expiry of Long Equity Investment Plan Security (LEIP) Holders of LEIP securities are advised of the LPDM01 LEIP expired at the close of trade on 23 March 2017 ("Expiry Date"). All holders of the LEIP security as at the Expiry Date will be paid the Expiry Price on Thursday, 29 March 2017. Settlements will take place manually via Strate Limited. Instrument Long Name AB LP DM01 - 23 March 2017 JSE Short Code AB LP DM01 Alpha Code LPDM01 ISIN ZAE000166765 Underlying Index S&P 500 Index and the Euro STOXX 50Index Issue size 88,406 Linked Shares SAB Miller Initial Index Level 1,397.11 Sector Specialised Securities Listing Date 10 April 2012 Copies of the pricing supplement and Offering Circular are available at the office stated below. Structured Products Absa Bank Limited 15 Alice Lane Sandton 2146 For further information contact Tel: +27 (0) 11 895 5528 Email: structuredproducts@absacapital.com 28 March 2017 Sponsor Absa Corporate and Investment Bank, a division of Absa Bank Limited Date: 28/03/2017 10:04:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Notification of transactions of persons discharging managerial responsibilities Capital & Counties Properties PLC (Incorporated and registered in the United Kingdom and Wales with registration Number 07145041 and registered in South Africa as an external company with Registration Number 2010/003387/10) ISIN: GB00B62G9D36 JSE code: CCO Capital & Counties Properties PLC (the "Company") Notification of transactions of persons discharging managerial responsibilities and persons closely associated with them On 28 March 2017 the Company was notified that Gary Yardley, an Executive Director of the Company, has transferred 35,000 shares to his wife Amanda Yardley for nil consideration. Notification of transactions of persons discharging managerial responsibilities and persons closely associated with them 1 Details of the person discharging managerial responsibilities/person closely associated a) Name: Gary Yardley 2 Reason for the notification a) Position/status: Managing Director & Chief Investment Officer b) Initial notification Initial notification /Amendment: 3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor a) Name Capital & Counties Properties PLC b) LEI 549300TTXXZ1SHUI0D54 4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted a) Description of the Ordinary shares of 25p each financial instrument, type of instrument GB00B62G9D36 Identification code b) Nature of the transaction Transfer of 35,000 shares to wife Amanda Yardley for nil consideration. c) Currency GBP d) Price(s) and volume(s) Price(s) Volume(s) Nil Cost 35,000 e) Aggregated information N/A - Aggregated volume - Price f) Date of the transaction 2017-03-22 g) Place of the transaction London Stock Exchange (XLON) This announcement is made in accordance with the requirements of the EU Market Abuse Regulation ("MAR") and the Company confirms that the PDMR's notification obligations under MAR have also been satisfied. Name of officer of issuer responsible for making notification: Ruth Pavey Date of Notification: 28 March 2017 Ruth Pavey Company Secretary 020 3214 9184 28 March 2017 Sponsor: Merrill Lynch South Africa (Pty) Limited Date: 28/03/2017 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Textainer releases 2016 annual report on Form 20-F TRENCOR LIMITED (Incorporated in the Republic of South Africa) (Registration No 1955/002869/06) Share Code: TRE ISIN: ZAE000007506 ("Trencor") TEXTAINER RELEASES 2016 ANNUAL REPORT ON FORM 20-F Shareholders are advised that Textainer Group Holdings Limited (NYSE: TGH) ("Textainer"), in which Trencor has a 48% beneficiary interest, filed its Annual Report on Form 20-F with the United States Securities and Exchange Commission on 27 March 2017. The filing provides consolidated financial statements for the year to 31 December 2016. The document is available on Textainer's website at www.textainer.com. Trencor Services (Pty) Ltd Secretaries 28 March 2017 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) www.trencor.net Date: 28/03/2017 04:37:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Notification in terms of Section 122(3) of the Companies Act and Paragraph 3.83(b) of the JSE Listing Requirements REUNERT LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1913/004355/06 ISIN: ZAE000057428 Share code: RLO ("Reunert") NOTIFICATION IN TERMS OF SECTION 122(3) OF THE COMPANIES ACT AND PARAGRAPH 3.83(B) OF THE JSE LIMITED LISTING REQUIREMENTS In accordance with section 122(3)(b) of the Companies Act, 2008 and section 3.83(b) of the JSE Listings Requirements, shareholders are hereby advised that Reunert has received formal notification that Investec Limited, in aggregate, acquired an interest in the ordinary shares of Reunert, such that the total interest in the ordinary shares of Reunert held by Investec Limited on behalf of the Investec group and its clients now amounts to 5,0231% of the total issued ordinary shares of Reunert. Sandton 28 March 2017 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 28/03/2017 04:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Dealings in share appreciation rights ("SARs") by a director, company secretary and directors of major subsidiaries RCL FOODS LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1966/004972/06) ISIN: ZAE000179438 Share Code: RCL ("the Company") DEALINGS IN SHARE APPRECIATION RIGHTS ("SARs") BY A DIRECTOR AND COMPANY SECRETARY AND DIRECTORS OF MAJOR SUBSIDIARIES The following transactions are disclosed in relation to SARs which were awarded on 2 June 2010 and are due to expire on 2 June 2017. SARs award prices and exercise prices were determined as the 5-day volume weighted average price (VWAP) as at the respective award and exercise dates: Director : WA De Wet Company : RCL Foods Sugar & Milling Pty Ltd, a major subsidiary of the Company Date of transaction : 22 March 2017 Nature of transaction : Off-market acceptance and exercise of SARs which are subsequently equity settled in accordance with the RCL Foods Limited Share Appreciation Rights Scheme Class of securities : SARs in respect of ordinary shares Number of SARs exercised : 300,332 SARs award price : R14.73 SARs exercise price : R16.50 Total gain on transaction : R531,580.50 Equivalent number of shares : 32,217 Nature of interest : Direct beneficial Clearance obtained : Yes Director : CD Creed Company : Vector Logistics Pty Ltd, a major subsidiary of the Company Date of transaction : 22 March 2017 Nature of transaction : Off-market acceptance and exercise of SARs which are subsequently equity settled in accordance with the RCL Foods Limited Share Appreciation Rights Scheme Class of securities : SARs in respect of ordinary shares Number of SARs exercised : 183,406 SARs award price : R14.73 SARs exercise price : R16.50 Total gain on transaction : R324,621.00 Equivalent number of shares : 19,674 Nature of interest : Direct beneficial Clearance obtained : Yes Director : S Pillay Company : Vector Logistics Pty Ltd, a major subsidiary of the Company Date of transaction : 22 March 2017 Nature of transaction : Off-market acceptance and exercise of SARs which are subsequently equity settled in accordance with the RCL Foods Limited Share Appreciation Rights Scheme Class of securities : SARs in respect of ordinary shares Number of SARs exercised : 53,396 SARs award price : R14.73 SARs exercise price : R16.50 Total gain on transaction : R94,495.50 Equivalent number of shares : 5,727 Nature of interest : Direct beneficial Clearance obtained : Yes Director : TJ Harding Company : RCL Foods Consumer Pty Ltd, a major subsidiary of the Company Date of transaction : 22 March 2017 Nature of transaction : Off-market acceptance and exercise of SARs which are subsequently equity settled in accordance with the RCL Foods Limited Share Appreciation Rights Scheme Class of securities : SARs in respect of ordinary shares Number of SARs exercised : 257,279 SARs award price : R14.73 SARs exercise price : R16.50 Total gain on transaction : R455,383.50 Equivalent number of shares : 27,599 Nature of interest : Direct beneficial Clearance obtained : Yes Director : PE Gibbons Company : Vector Logistics Pty Ltd, a major subsidiary of the Company Date of transaction : 23 March 2017 Nature of transaction : Off-market acceptance and exercise of SARs which are subsequently equity settled in accordance with the RCL Foods Limited Share Appreciation Rights Scheme Class of securities : SARs in respect of ordinary shares Number of SARs exercised : 58,657 SARs award price : R14.73 SARs exercise price : R16.46 Total gain on transaction : R101,475.90 Equivalent number of shares : 6,165 Nature of interest : Direct beneficial Clearance obtained : Yes Director : DS Tubb Company : RCL Foods Consumer Pty Ltd, a major subsidiary of the Company Date of transaction : 23 March 2017 Nature of transaction : Off-market acceptance and exercise of SARs which are subsequently equity settled in accordance with the RCL Foods Limited Share Appreciation Rights Scheme Class of securities : SARs in respect of ordinary shares Number of SARs exercised : 38,063 SARs award price : R14.73 SARs exercise price : R16.46 Total gain on transaction : R 65,840.00 Equivalent number of shares : 4,000 Nature of interest : Direct beneficial Clearance obtained : Yes Director : RJ Matthews Company : Vector Logistics Pty Ltd, a major subsidiary of the Company Date of transaction : 23 March 2017 Nature of transaction : Off-market acceptance and exercise of SARs which are subsequently equity settled in accordance with the RCL Foods Limited Share Appreciation Rights Scheme Class of securities : SARs in respect of ordinary shares Number of SARs exercised : 68,860 SARs award price : R14.73 SARs exercise price : R16.46 Total gain on transaction : R119,121.02 Equivalent number of shares : 7,237 Nature of interest : Direct beneficial Clearance obtained : Yes Director : RH Field Company : RCL Foods Limited Date of transaction : 23 March 2017 Nature of transaction : Off-market acceptance and exercise of SARs which are subsequently equity settled in accordance with the RCL Foods Limited Share Appreciation Rights Scheme Class of securities : SARs in respect of ordinary shares Number of SARs exercised : 431,618 SARs award price : R14.73 SARs exercise price : R16.46 Total gain on transaction : R746,691.44 Equivalent number of shares : 45,364 Nature of interest : Direct beneficial Clearance obtained : Yes Director : D Naicker Company : RCL Foods Consumer Pty Ltd, a major subsidiary of the Company Date of transaction : 24 March 2017 Nature of transaction : Off-market acceptance and exercise of SARs which are subsequently equity settled in accordance with the RCL Foods Limited Share Appreciation Rights Scheme Class of securities : SARs in respect of ordinary shares Number of SARs exercised : 47,479 SARs award price : R14.73 SARs exercise price : R16.44 Total gain on transaction : R81,180.72 Equivalent number of shares : 4,938 Nature of interest : Direct beneficial Clearance obtained : Yes Company Secretary : JMJ Maher Company : RCL Foods Limited Date of transaction : 24 March 2017 Nature of transaction : Off-market acceptance and exercise of SARs which are subsequently equity settled in accordance with the RCL Foods Limited Share Appreciation Rights Scheme Class of securities : SARs in respect of ordinary shares Number of SARs exercised : 47,975 SARs award price : R14.73 SARs exercise price : R16.44 Total gain on transaction : R82,035.60 Equivalent number of shares : 4,990 Nature of interest : Direct beneficial Clearance obtained : Yes The following transaction is disclosed in relation to SARs which were awarded subsequent to 2 June 2010 and are not due to expire within the next two years. SARs award prices and exercise prices were similarly determined as the 5-day volume weighted average price (VWAP) as at the respective award and exercise dates: Director : DS Tubb Company : RCL Foods Consumer Pty Ltd, a major subsidiary of the Company Date of transaction : 23 March 2017 Nature of transaction : Off-market acceptance and exercise of SARs which are subsequently equity settled in accordance with the RCL Foods Limited Share Appreciation Rights Scheme Class of securities : SARs in respect of ordinary shares Number of SARs exercised : 25,320 SARs award price : R13.20 SARs exercise price : R16.46 Total gain on transaction : 82,530.44 Equivalent number of shares : 5,014 Nature of interest : Direct beneficial Clearance obtained : Yes Durban 28 March 2017 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 28/03/2017 04:14:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

No Change Statement and Notice of Annual General Meeting MTN Group Limited (Incorporated in the Republic of South Africa) Registration Number 1994/009584/06 Share code: MTN ISIN: ZAE000042164 ("MTN" or "the Company") No Change Statement and Notice of Annual General Meeting No change statement MTN shareholders are advised that the audited annual financial statements of the MTN Group contained in the MTN Annual Report 2016 contain no material changes to the audited financial results of the MTN Group for the year ended 31 December 2016 which were released on the Stock Exchange News Service of the JSE Limited on Thursday, 2 March 2017. The summarised annual financial statements of the MTN Group for the year ended 31 December 2016, which include a notice of the Company's 22nd Annual General Meeting ("AGM") together with a form of proxy, have been distributed to MTN shareholders on Tuesday, 28 March 2017. Annual General Meeting The AGM will be held on Thursday, 25 May 2017 at 14:30 (South African time), in the Auditorium, Phase II, level 0, 216 - 14th Avenue, Fairland, Gauteng, to consider and, if deemed fit to pass, with or without modification, the ordinary and special resolutions set out in the notice of the AGM and to deal with such other business as may lawfully be dealt with at the AGM. Salient dates The record date by when persons must be recorded as shareholders in the securities register of the Company in order to be entitled to receive the notice of AGM was Friday, 17 March 2017. The record date in order to be recorded as a shareholder in the securities register of the Company to be entitled to participate in and vote at the AGM is Friday, 19 May 2017. Therefore the last day to trade to be recorded in the securities register of the Company as a shareholder on the aforementioned record date is Tuesday, 16 May 2017. Proxies Forms of proxy for the AGM to be lodged preferably by 14:30 (South African time) on Tuesday, 23 May 2017. Any forms of proxy not lodged by this time may be lodged on or before 14:30 (South African time) on Thursday, 25 May 2017. Availability of the integrated report, AFS and notice of AGM The integrated report incorporating the annual financial statements and notice convening the AGM are available separately on the Company's website: https://www.mtn.com/Investors/Financials/Pages/integratedreports.aspx Fairland 28 March 2017 Sponsor: Deutsche Securities (SA) Proprietary Limited Date: 28/03/2017 04:19:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Publication of circular and details regarding trading update Life Healthcare Group Holdings Limited Incorporated in the Republic of South Africa Registration Number: 2003/002733/06 ISIN: ZAE000145892 Share Code: LHC ("Life Healthcare" or "the Company") NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA, AUSTRALIA AND JAPAN. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION. PUBLICATION OF CIRCULAR AND DETAILS REGARDING TRADING UPDATE Further to the rights offer finalisation announcement ("Finalisation Announcement") released on SENS on 23 March 2017 and published in the press on 24 March 2017, Life Healthcare confirms that the rights offer circular will be published on Life Healthcare's website (www.lifehealthcare.co.za), today 28 March 2017 and will be posted to qualifying certificated shareholders on 30 March 2017. Where applicable, the rights offer circular will be posted to qualifying dematerialised shareholders on 4 April 2017. With reference to the current trading commentary set out in the Finalisation Announcement and the rights offer circular, Life Healthcare shareholders are advised that the Company expects to have greater clarity regarding the matters set out in the trading update and intends to release an announcement in relation thereto on or about 4 April 2017 including a trading statement if required. Illovo 28 March 2017 Sponsor RAND MERCHANT BANK (a division of FirstRand Bank Limited) Important Notice The information contained herein is not for release, publication or distribution, directly or indirectly, in or into Canada, Australia or Japan or any other jurisdiction in which the distribution or release would be unlawful. These materials are not and do not contain an offer of securities for sale or a solicitation of an offer to purchase or subscribe for securities in any jurisdiction, including the United States, Australia, Canada or Japan or any other state or jurisdiction in which such release, publication or distribution would be unlawful. The securities to which these materials relate (the "Securities") have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act. There will be no public offer of the Securities in the United States. Subject to certain exceptions, the Securities may not be offered or sold in the United States, Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of such countries. These materials are only being distributed to and are only directed at: (i) persons who are outside the United Kingdom; or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order; or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated; or (v) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). The Securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. In any member state of the European Economic Area (other than the United Kingdom) that has implemented Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU to the extent implemented in the relevant Member State, together with any applicable implementing measures in any Member State, the "Prospectus Directive") this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. These materials do not constitute or form a part of any offer or solicitation or advertisement to purchase and/or subscribe for Securities in South Africa, including an offer to the public for the sale of, or subscription for, or the solicitation or advertisement of an offer to buy and/or subscribe for, shares as defined in the South African Companies Act, No. 71 of 2008 (as amended) or otherwise (the "Act") and will not be distributed to any person in South Africa in any manner that could be construed as an offer to the public in terms of the Act. These materials do not constitute a prospectus registered and/or issued in terms of the Act. Nothing in this announcement should be viewed, or construed, as "advice", as that term is used in the South African Financial Markets Act, No. 19 of 2012, as amended, and/or Financial Advisory and Intermediary Services Act, No. 37 of 2002, as amended. The contents of this announcement have not been verified by the banks engaged to underwrite the offering (the "Banks"). The Banks are each acting exclusively for Life Healthcare and for no-one else in connection with any transaction mentioned in these materials and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to their respective clients, or for advising any such person on the contents of these materials or in connection with any transaction referred to in this announcement. No reliance may be placed for any purposes whatsoever on the information contained in this announcement or on its accuracy or completeness. No representation or warranty, expressed or implied, is given by or on behalf of Life Healthcare, the Banks or their respective affiliates, directors, officers or employees, advisors or any other person as to the accuracy or completeness of the information or opinions contained in this announcement, and no liability whatsoever is accepted for any such information or opinions or any use which may be made of them. Persons receiving this announcement should make all trading and investment decisions in reliance on their own judgement and not in reliance on the Banks or this document. None of the Banks is providing any such persons with advice on the suitability of the matters set out in this announcement or otherwise providing them with any investment advice or personal recommendations. Any presentations, research or other information communicated or otherwise made available in this document is incidental to the provision of services by the Banks to Life Healthcare and is not based on individual circumstances. All investment is subject to risk. The value of the securities offered may go down as well as up. Past performance is no guarantee of future returns. Potential investors are advised to seek expert financial advice before making any investment decision. Date: 28/03/2017 04:17:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Index Change Advice - 20170331 PBT Group Limited ICB Classification Change PBT Group Limited (South Africa): ICB Classification Change FTSE/JSE Africa Index Series 28 March 2017 Following the acquisition by Stellar Capital (South Africa, ZAE000198586, BTHH222) of PFH "B" Shares from Prescient Limited and the resultant name change from Prescient Limited to PBT Group Limited (South Africa, ZAE000227781, BYYHFG5), please see the changes below: Effective Date: 31 March 2017 PBT Group Limited (BYYHFG5) will be reclassified as 9533 Computer Services For further information please contact FTSE Russell Client Services at info@ftserussell.com or call: Australia +1800 653 680 Hong Kong +852 2164 3333 Japan +81 3 3581 2764 London +44 (0) 20 7866 1810 New York +1866 551 0617 Alternatively please visit our website at www.ftserussell.com Terms of Use | Copyright © 2017 FTSE Russell Date: 28/03/2017 05:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Gold Fields publishes 2016 Integrated Annual Report Gold Fields Limited (Registration Number 1968/004880/06) ("Gold Fields " or "the Company") JSE, NYSE, NASDAQ Dubai Share Code: GFI NYX Code: GFLB, and SWX Code: GOLI ISIN: ZAE000018123 MEDIA RELEASE Gold Fields publishes 2016 Integrated Annual Report Johannesburg, 28 March 2017: Gold Fields Limited (Gold Fields) (JSE, NYSE: GFI) today published its Integrated Annual Report 2016 and a number of associated reports on its website. These are the Notice to Shareholders of the Annual General Meeting (AGM), the statutory Annual Financial Report 2016 and the 2016 Mineral Resource and Mineral Reserve Supplement. The Integrated Annual Report will be posted to shareholders on Friday, 31 March 2017. The Integrated Annual Report and the Annual Financial Report incorporate all aspects of the Group's business, including reviews of the South African, West African, Australian and South American operations, the Group's project activities, as well as detailed financial, operational and sustainable development information. KPMG Inc. have audited the financial statements for the year ended 31 December 2016 including the Annual Financial Report and their unmodified audit report is open for inspection at the Company's offices. An abridged report has not been published as the information previously published in the reviewed preliminary consolidated results on 16 February 2017 has not changed. The Integrated Annual Report, the Notice to Shareholders of the AGM, the Annual Financial Report and the Mineral Resource and Mineral Reserve Supplement are available at www.goldfields.com. Mineral Resource and Mineral Reserve Supplement 2016 The Gold Fields Mineral Resource and Mineral Reserve Supplement 2016 contains a comprehensive overview of Gold Fields' Mineral Resource and Mineral Reserve status as well as a detailed breakdown for its operations and projects. As at 31 December 2016, Gold Fields had attributable gold Mineral Reserves of 48.1 million ounces and gold Mineral Resources of 101.5 million ounces. In addition, the attributable copper Mineral Reserves totalled 454 million pounds and Mineral Resources 5,813 million pounds. Stated figures are net of production depletion. The SAMREC Code compliant Mineral Reserves are based on gold and copper prices of US$1,200/oz and US$2.3/lb, respectively. Relevant tonnes, grades, classification, reconciliations and Competent Persons are detailed in the Supplement. Notice of Annual General Meeting Notice is given to Shareholders of the AGM of the Company to be held at 150 Helen Road, Sandown, Sandton, on Wednesday, 24 May 2017 at 09:00. The AGM will transact the business as stated in the Notice of that meeting, a copy of which can be found with the Integrated Annual Report on the company's website at www.goldfields.com In terms of section 59(1) (b) of the Companies Act, 71 of 2008, the record date for the purpose of determining which shareholders are entitled to participate in and vote at the AGM (being the date on which a shareholder must be registered in the Company's securities register in order to participate in and vote at the AGM) as Friday, 19 May 2017. Therefore the last day to trade in order to be registered in the Company's securities register as at the record date is Tuesday, 16 May 2017. Enquiries Investors Avishkar Nagaser Tel: +27 11 562 9775 Mobile: +27 82 312 8692 Email : Avishkar.Nagaser@goldfields.com Thomas Mengel Tel: +27 11 562 9849 Mobile: +27 72 493 5170 Email: Thomas.Mengel@goldfields.com Media Sven Lunsche Tel: +27 11 562 9763 Mobile: +27 83 260 9279 Email : Sven.Lunsche@goldfields.com ends Notes to editors About Gold Fields Gold Fields Limited is a globally diversified producer of gold with eight operating mines in Australia, Ghana, Peru and South Africa with attributable annual gold-equivalent production of approximately 2.2 million ounces. It has attributable gold Mineral Reserves of around 48 million ounces and gold Mineral Resources of around 101 million ounces. Attributable copper Mineral Reserves total 454 million pounds and Mineral Resources 5,813 million pounds. Gold Fields has a primary listing on the Johannesburg Stock Exchange (JSE) Limited, with secondary listings on the New York Stock Exchange (NYSE) and the Swiss Exchange (SWX). Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd Date: 28/03/2017 04:38:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Consolidated financial statements for the years ended 31 December 2016 and 31 December 2105 BUFFALO COAL CORP. Registration number: 001891261 External company registration number: 2011/011661/10 Share code on the TSX Venture Exchange: BUF Share code on the JSE Limited: BUC ISIN: CA1194421014 ("Buffalo Coal" or "the Company") CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2016 and December 31, 2015 (Presented in South African Rands) Consolidated Statements of Financial Position (Presented in South African Rands) December 31, December 31, December 31, 2016 2015 2016 (Note 2) Notes R R C$ Assets Non-current assets Property, plant and equipment 9 311 730 638 340 649 540 30 497 841 Investment in financial assets 10 41 633 486 35 674 589 4 073 169 Deferred tax asset 11 - 1 743 492 - Other receivables 12 4 032 570 4 099 242 394 522 Long-term restricted cash 15 11 200 000 11 200 000 1 095 740 Total non-current assets 368 596 694 393 366 863 36 061 272 Current assets Trade and other receivables 12 84 773 344 75 581 681 8 293 715 Inventories 13 35 222 250 42 225 872 3 445 932 Non-interest-bearing receivables 14 1 902 205 1 697 948 186 100 Taxation receivable 23 - 51 516 - Cash and cash equivalents 16 13 753 934 20 365 446 1 345 602 Non-current assets held for sale 9 - 25 000 000 - Total current assets 135 651 733 164 922 463 13 271 349 Total assets 504 248 427 558 289 326 49 332 621 Equity and liabilities Capital and reserves Share capital 17 1 075 881 497 1 038 096 502 105 257 743 Currency translation reserve (219 945 085) (219 945 085) (21 518 098) Reserves 18 13 308 821 16 726 895 1 302 055 Accumulated retained loss (1 095 286 547) (1 055 512 401) (107 156 216) Equity (deficiency) attributable to owners of the company (226 041 314) (220 634 089) (22 114 516) Non-controlling interest 4 339 142 4 339 142 424 515 Total equity (deficiency) (221 702 172) (216 294 947) (21 690 001) Non-current liabilities Borrowings 19 - 143 535 994 - Warrant liability 19 - 2 144 609 - RCF loan facilities 20 336 288 222 299 753 845 32 900 407 Conversion option liability 20 31 905 346 124 378 349 3 121 426 Asset retirement obligation 21 26 694 012 14 992 013 2 611 581 Total non-current liabilities 394 887 580 584 804 810 38 633 414 Current liabilities Trade and other payables 22 158 262 414 161 400 974 15 483 442 Current Tax Liabilities 23 8 775 360 - 858 528 Current portion of borrowings 19 161 016 413 25 714 284 15 752 873 Warrant liability 19 344 627 - 33 716 Current portion of asset retirement obligation 21 2 664 205 2 664 205 260 650 Current liabilities 331 063 019 189 779 463 32 389 209 Total liabilities 725 950 599 774 584 273 71 022 623 Total equity (deficiency) and liabilities 504 248 427 558 289 326 49 332 621 Commitments and contingencies 1, 2.1, 27 Approved on behalf of the Board: Signed "Craig Wiggill", Director Signed "Robert Francis", Director The accompanying notes are an integral part of the consolidated financial statements. Consolidated Statements of Profit or Loss and Other Comprehensive Income (Presented in South African Rands) Year Ended Year Ended Year Ended December 31, December 31, December 31, Notes 2016 2015 2016 (Note 2) R R C$ Revenue 660 581 569 630 999 455 64 627 308 Cost of sales 5 (641 833 612) (711 437 976) (62 793 121) Gross profit/(loss) 18 747 957 (80 438 521) 1 834 187 Other income/(expense) - net 6 76 998 108 (307 895 390) 7 533 030 General and administration expenses 5 (61 990 584) (68 684 249) (6 064 784) Profit/(loss) before the undernoted 33 755 481 (457 018 160) 3 302 433 Finance income 7 1 547 684 849 975 151 416 Finance expense 7 (72 672 258) (90 300 915) (7 109 814) Loss before income tax (37 369 093) (546 469 100) (3 655 965) Income tax expense 8 (8 174 931) (15 355 554) (799 786) Loss and total comprehensive loss for the year (45 544 024) (561 824 654) (4 455 751) Loss attributable to: - Owners of the parent (45 544 024) (561 824 654) (4 455 751) - Non-controlling interest - - - (45 544 024) (561 824 654) (4 455 751) Net loss per share - basic and diluted (0.14) (5.31) (0.01) Headline loss per share - basic and diluted (0.12) (5.34) (0.01) Weighted average number of common shares outstanding: - Basic 336 932 882 105 825 767 336 932 882 - Diluted 336 932 882 105 825 767 336 932 882 The accompanying notes are an integral part of the consolidated financial statements. Consolidated Statements of Changes in Equity (Presented in South African Rands) Attributable to owners of the Group Reserves Equity-settled Currency No. of shares Share non-employee BEE option Accumulated translation Non-controlling Notes issued capital Option reserve benefits reserve retained loss reserve Total interest Total equity R R R R R R R R R Balance at December 31, 2014 56 196 711 937 966 442 10 526 096 - 9 073 711 (497 359 808) (219 945 085) 240 261 356 4 339 142 244 600 498 Shares issued in relation to RCF Convertible Loan and Private Placement to RCF 17 219 007 338 97 800 475 - - - - - 97 800 475 - 97 800 475 Shares issued to management and directors 17 5 525 000 2 329 585 - - - - - 2 329 585 - 2 329 585 Stock-based compensation 18 - - 799 149 - - - - 799 149 - 799 149 Stock options expired/cancelled - - (3 672 061) - - 3 672 061 - - - - Net loss for the year - - - - (561 824 654) - (561 824 654) - (561 824 654) Balance at December 31, 2015 280 729 049 1 038 096 502 7 653 184 - 9 073 711 (1 055 512 401) (219 945 085) (220 634 089) 4 339 142 (216 294 947) Shares issued in relation to RCF Convertible Loan 17 98 909 640 29 164 195 - - - - - 29 164 195 - 29 164 195 Shares issued to STA 17 15 164 333 8 620 800 - - - - - 8 620 800 - 8 620 800 Stock-based compensation - - 176 514 2 175 290 - - - 2 351 804 - 2 351 804 Stock options expired/cancelled 18 - - (5 769 878) - - 5 769 878 - - - - Net loss for the year - - - - - (45 544 024) - (45 544 024) - (45 544 024) Balance at December 31, 2016 394 803 022 1 075 881 497 2 059 820 2 175 290 9 073 711 (1 095 286 547) (219 945 085) (226 041 314) 4 339 142 (221 702 172) The accompanying notes are an integral part of the consolidated financial statements. Consolidated Statements of Cash Flow (Presented in South African Rands) Year ended Year ended Year ended Notes December 31, December 31, December 31, 2016 2015 2016 (Note 2) R R C$ Cash flows from operating activities Cash generated from/(utilised in) operations 25 52 078 497 (51 483 895) 5 095 045 Interest received 1 547 684 849 975 151 416 Interest paid (21 104 264) (13 929 495) (2 064 714) Taxation (paid)/recovered (504 100) 681 627 (49 317) Net cash generated from/(utilised in) operating activities 32 017 817 (63 881 788) 3 132 430 Cash flows from investing activities Investment in financial assets (5 145 187) (4 888 554) (503 374) Purchase of property, plant and equipment (21 084 772) (55 981 105) (2 062 807) Proceeds from the disposal of property, plant and equipment 58 688 5 528 509 5 742 Movement in non-interest bearing receivables (204 258) (110 183) (19 983) Net cash utilised in investing activities (26 375 529) (55 451 333) (2 580 422) Cash flows from financing activities Proceeds from private placement - 28 705 063 - Proceeds from RCF convertible loan - 74 395 051 - Issuance costs related to the RCF convertible loan - (134 252) - Drawdowns from the revolving credit facility 25 000 000 41 632 006 2 445 850 Repayment of borrowings (37 253 800) (17 019 382) (3 644 688) Net cash (utilised in)/generated from financing activities (12 253 800) 127 578 486 (1 198 838) Net (decrease)/increase in cash and cash equivalents (6 611 512) 8 245 365 (646 830) Cash at the beginning of the year 20 365 446 12 120 081 1 992 432 Cash at the end of the year 13 753 934 20 365 446 1 345 602 Non-cash investing and financing transactions Common shares issued in settlement of the interest owing on the RCF loan facilities 29 164 195 69 095 413 2 853 249 Common shares issued to STA 8 620 800 - 843 407 Common shares issued to management and directors - 2 329 585 - Proceeds from the disposal of property, plant and equipment to settle trade payables - (18 000 000) - Change in working capital related to property, plant and equipment 25 000 000 7 512 548 2 445 849 Total 62 784 995 60 937 546 6 142 504 The accompanying notes are an integral part of the consolidated financial statements. Notes to the Consolidated Financial Statements For the years ended December 31, 2016 and December 31, 2015 (Presented in South African Rands) 1 NATURE OF OPERATIONS Buffalo Coal Corp. (individually, or collectively with its subsidiaries, as applicable, the "Company", "BC Corp" or the "Group") is a coal mining company incorporated in Ontario, Canada. The Company is listed on the TSX Venture Exchange ("TSXV") and the Alternative Exchange ("AltX") operated by the JSE Limited ("JSE"). As at financial year end December 31, 2016, Resource Capital Fund V L.P. ("RCF") owned 347 945 097 common shares of the Company ("Common Shares") representing approximately 88.1% of the then issued and outstanding Common Shares. The registered office of the Company is Brookfield Place, Bay/Wellington Tower, 181 Bay Street, Suite 2100, Toronto, Ontario M5J 2T3. The head office of the Company is located at Portion 3rd Floor, Building 13, Woodlands Office Park, Cnr Woodlands & Kelvin Drive, Woodmead, Johannesburg, South Africa, 2052. These consolidated financial statements were approved and authorised for issue by the Board of Directors on March 24, 2017. The Company owns a 100% interest in Buffalo Coal Dundee Proprietary Limited ("BC Dundee"), a South African company with an interest in two operating coal mines in South Africa, namely the Magdalena bituminous mine ("Magdalena") and the Aviemore anthracite mine ("Aviemore") which are both engaged in underground coal mining. BC Dundee holds a 70% interest in Zinoju Coal Proprietary Limited ("Zinoju") (collectively "BC Dundee Group") which holds the mineral rights relating to the mining properties. The remaining 30% interest in Zinoju is held by South African Black Economic Empowerment ("BEE") partners. BEE is a statutory initiative on behalf of the South African government, enacted to increase access by historically disadvantaged South Africans ("HDSA") to the South African economy by increasing HDSA ownership in South African enterprises. The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current operations will result in profitable mining operations. The recoverability of the carrying value of property, plant and equipment and the Company's continued existence is dependent upon the preservation of its interests in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations, ability to transport and sell its coal, or the ability of the Company to raise additional financing, if necessary, or alternatively upon the Company's ability to dispose of its interests on an advantageous basis. Changes in future conditions could require material write-downs to the carrying values. The Company's assets may also be subject to increases in taxes and royalties, renegotiation of contracts, currency exchange fluctuations and restrictions, and political uncertainty. Although the Company has taken steps to verify title to the properties on which it is conducting its exploration, development and mining activities, these procedures do not guarantee the Company's title. Property title may be subject to government licensing requirements or regulations, unregistered prior agreements, unregistered claims, land claims and non-compliance with regulatory and environmental requirements. 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 2.1 Nature of operations These annual consolidated financial statements of the Group were prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB"), and have been prepared in accordance with accounting policies based on the IFRS standards and International Financial Reporting Interpretations Committee ("IFRIC") interpretations. The policies set out below were consistently applied to all the years presented unless otherwise noted below. The annual consolidated financial statements have been prepared under the historical cost convention, as modified by financial assets at fair value through profit or loss and compound financial instruments. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the accounting policies of the Group. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 4. The consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Group will continue in operation for the foreseeable future and will be able to realise its assets and discharge its liabilities in the normal course of operations. Market conditions deteriorated significantly over the prior financial years necessitating, during the financial year ended December 31, 2015, necessitating the implementation of various restructurings at BC Dundee including two retrenchment processes and the conclusion of agreements with STA Coal Mining Company Proprietary Limited ("STA"). The arrangements with STA include the provision of contract mining services by STA at Magdalena ("STA Contract Mining Agreement"), the sale of certain underground mining equipment to STA and an equity settlement arrangement ("STA Equity Settlement Agreement") in terms of which a portion of the contract mining fees will be settled through the issuance of common shares of the Company ("Common Shares"), in order to alleviate cash flow pressures. In addition, the Company secured additional funding from Resource Capital Fund V L.P. ("RCF") and Investec Bank Limited ("Investec") in December 2015, of which the last tranche was drawn in March 2016. During 2016, the Group entered into contracts with a significant export customer for the sale of built-up anthracite stockpiles at market-related pricing, which has and will inject cash into the Group. Although the Group has implemented various restructuring initiatives, the Group continues to experience operational challenges. The Group remains dependent upon sustaining profitable levels of operation, as well as the continued support of Investec, RCF and other stakeholders and believes that subject to its ability to meet current forecasts, it should be able to generate positive cash flows in the foreseeable future. As at December 31, 2016, the Company had a shareholders' deficiency and a working capital deficiency, and for the year ended December 31, 2016, had a loss of R45.5 million. The Group was in breach of certain covenants with respect to its borrowings from Investec (note 19). On November 22, 2016, Investec provided a forbearance letter stating that it does not intend to exercise its rights to request early payment of the outstanding debt; however, no covenant waiver has been provided and Investec has reserved its right to review this decision periodically, with no obligation to keep the Company advised in this regard. There is no assurance that the Company will be able to meet its covenants in the future, or that Investec will provide future waivers, if required. These matters constitute material uncertainties which cast significant doubt as to whether the Group can continue as a going concern. If the going concern assumption was not appropriate for these annual consolidated financial statements then adjustments would be necessary to the carrying values of assets and liabilities, the reported revenues and expenses, and the statement of financial position classifications. Such adjustments could be material. References to "R", "Rands" mean South African Rands, "C$" mean Canadian Dollars and "US$" mean United States Dollars. Convenience rate translation The Company's functional and presentation currency is Rands. The Canadian Dollar amounts provided in the financial statements represent supplementary information solely for the convenience of the reader. The financial position as of December 31, 2016 and the financial results for the year ended December 31, 2016 were translated into Canadian Dollars using a convenience translation at the rate of C$1:R10.2214, which is the exchange rate published on Oanda.com as of December 31, 2016. Such presentation is not in accordance with IFRS and should not be construed as a representation that the Rand amounts shown could be readily converted, realised or settled in Canadian Dollars at this or at any other rate. 2.2 New standards, amendments and interpretations The following standards, amendments and interpretations are issued and effective for the first time for the December 31, 2016 financial year-end: IFRS 10 - 'Consolidated Financial Statements' and IAS 28 - 'Investment in Associates and Joint Ventures'. The amendments clarify that the exemption from preparing consolidated financial statements is available to a parent entity that is a subsidiary of an investment entity, even if the investment entity measures all its subsidiaries at fair value in accordance with IFRS 10. Consequential amendments have also been made to IAS 28 to clarify that the exemption from applying the equity method is also applicable to an investor in an associate or joint venture if that investor is a subsidiary of an investment entity that measures all its subsidiaries at fair value. The amendments further clarify that the requirement for an investment entity to consolidate a subsidiary providing services related to the former's investment activities applies only to subsidiaries that are not investment entities themselves. Moreover, the amendments clarify that in applying the equity method of accounting to an associate or a joint venture that is an investment entity, an investor may retain the fair value measurements that the associate or joint venture used for its subsidiaries. This amendment has not had a significant impact on the Group. IFRS 11 - 'Joint Arrangements' The amendments provide guidance on how to account for the acquisition of an interest in a joint operation in which the activities constitute a business as defined in IFRS 3 Business Combinations. Specifically the amendments state that the relevant principles on accounting for business combinations in IFRS 3 and other standards (IAS 12 and IAS 36) should be applied. This amendment has not had a significant impact on the Group. IAS 1 - 'Presentation of Financial Statements' IAS 1 was amended in December 2014 in order to clarify, among other things, that useful information should not be obscured by aggregating or disaggregating that information and that materiality considerations apply to all parts of the financial statements and that even when a standard requires a specific disclosure, materiality considerations do apply. This amendment has not had a significant impact on the Group. IAS 27 - 'Separate Financial Statements' IAS 27 was amended in August 2014 to reinstate the equity method as an accounting option for investments in subsidiaries, joint ventures and associates in an entity's separate financial statements. This amendment has not had a significant impact on the Group. Amendments to IAS 16 - 'Property, Plant and Equipment', and IAS 38 - 'Intangible Assets' - Clarification of Acceptable Methods of Depreciation and Amortisation The amendments to IAS 16 prohibit entities from using a revenue-based depreciation method for items of property, plant and equipment. The amendments to IAS 38 introduce a rebuttable presumption that revenue is not an appropriate basis for amortisation of an intangible asset. The presumption can only be rebutted in the following two limited circumstances: when the intangible asset is expressed as a measure of revenue; or when it can be demonstrated that revenue and consumption of the economic benefits of the intangible asset are highly correlated. Currently, the Group uses the straight-line or units of production method for depreciation and amortization of its property, plant and equipment, and intangible assets respectively. This amendment has not had a significant impact on the Group. IFRS 5 - 'Non-current Assets Held for Sale and discontinued operations' The amendments introduce specific guidance for when an entity reclassifies an asset (or disposal group) from held for sale to held for distribution to owners (or vice versa). The amendments clarify that such a change should be considered as a continuation of the original plan of disposal and hence requirements set out in IFRS 5 regarding the change of sale plan do not apply. The amendments also clarify the guidance for when held for distribution accounting is discontinued. IFRS 7 - 'Financial Instruments: Disclosures' The amendments provide additional guidance to clarify whether a servicing contract is continuing involvement in a transferred asset for the purpose of the disclosures required in relation to transferred assets. A further amendment removes the phrase 'and interim periods within those annual periods', clarifying that these IFRS 7 disclosures are not required in the condensed interim financial report. However, IAS 34 requires an entity to disclose 'an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the entity since the end of the last annual reporting period'. Therefore, if the IFRS 7 disclosures provide a significant update to the information reported in the most recent annual report, it would be expected that the disclosures be included in the entity's condensed interim financial report. Amendments to IAS 19 - 'Defined Benefit Plans: Employee Contributions' - These narrow scope amendments apply to contributions from employees or third parties to defined benefit plans. The objective of the amendments is to simplify the accounting for contributions that are independent of the number of years of employee service, for example, employee contributions that are calculated according to a fixed percentage of salary. IAS 34, 'Interim Financial Reporting'- The amendment states that the required interim disclosures must either be in the interim financial statements or incorporated by cross-reference between the interim financial statements and wherever they are included within the greater interim financial report (e.g. in the management commentary or risk report). The amendments to IFRS 5, IFRS 7, IAS 19 and IAS 34 did not have a significant impact on the Group. The following standards, amendments and interpretations are issued but not yet effective for the December 31, 2016 financial year-end: IFRS 9 -'Financial Instruments' - effective January 1, 2018 IFRS 9, issued in November 2009, introduced new requirements for the classification and measurement of financial assets. IFRS 9 was subsequently amended in October 2010 to include requirements for the classification and measurement of financial liabilities and for their derecognition, and in November 2013 to include the new requirements for general hedge accounting. Another revised version of IFRS 9 was issued in July 2014 mainly to include a) impairment requirements for financial assets and b) limited amendments to the classification and measurement requirements by introducing a 'fair value through other comprehensive income' ("FVTOCI") measurement category for certain simple debt instruments. All recognised financial assets that are within the scope of IAS 39, Financial Instruments: Recognition and Measurement are required to be subsequently measured at amortised cost or fair value. In addition, entities may make an irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive income, with only dividend income generally recognised in profit or loss. With regard to the measurement of financial liabilities designated as at fair value through profit or loss, IFRS 9 requires that the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is presented in other comprehensive income ("OCI"), unless the recognition of the effects of changes in the liability's credit risk in OCI would create or enlarge an accounting mismatch in profit or loss. Changes in fair value attributable to a financial liability's credit risk are not subsequently reclassified to profit or loss. Under IAS 39, the entire amount of the change in fair value of the financial liability designated as fair value through profit or loss is presented in profit or loss. In relation to the impairment of financial assets, IFRS 9 requires an expected credit loss model, as opposed to an incurred credit loss model under IAS 39. The expected credit loss model requires an entity to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition. The new general hedge accounting requirements retain the three types of hedge accounting mechanisms currently available in IAS 39. Under IFRS 9, greater flexibility has been introduced to the types of transactions eligible for hedge accounting, specifically broadening the types of instruments that qualify for hedging instruments and the types of risk components of non-financial items that are eligible for hedge accounting. In addition, the effectiveness test has been overhauled and replaced with the principle of an 'economic relationship'. Retrospective assessment of hedge effectiveness is also no longer required. Enhanced disclosure requirements about an entity's risk management activities have also been introduced. The Group anticipates that the application of IFRS 9 in future may have a material impact on amounts reported in respect of the Group's financial assets and financial liabilities. However, it is not practicable to provide a reasonable estimate of the effect of IFRS 9 until the Group undertakes a detailed review. IFRS 15 - 'Revenue from Contracts with Customers' - effective January 1, 2018 IFRS 15 was issued which establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. IFRS 15 will supersede the current revenue recognition guidance including IAS 18, Revenue; IAS 11, Construction Contracts and the related Interpretations when it becomes effective. The core principle of IFRS 15 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Under IFRS 15, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e. when 'control' of the goods or services underlying the particular performance obligation is transferred to the customer. Far more prescriptive guidance has been added in IFRS 15 to deal with specific scenarios. Furthermore, extensive disclosures are required by IFRS 15. The Group anticipates that the application of IFRS 15 in the future may have a material impact on the amounts reported and disclosures made in the Group's consolidated financial statements. However, it is not practicable to provide a reasonable estimate of the effect of IFRS 15 until the Group performs a detailed review. IFRS 16 - 'Leases' - effective January 1, 2019 IFRS 16 introduces a comprehensive model for the identification of lease arrangements and accounting treatments for both lessors and lessees. It will supersede the current lease guidance including IAS 17 Leases and the related interpretations when it becomes effective. IFRS 16 distinguishes leases and service contracts on the basis of whether an identified asset is controlled by a customer. Distinctions of operating leases (off balance sheet) and finance leases (on balance sheet) are removed for lessee accounting and is replaced by a model where a right-of-use asset and a corresponding liability have to be recognised for all leases by lessees except for short-term lessees and leases of low value assets. The right-of-use asset is initially measured at cost and subsequently measured at cost less accumulated depreciation and impairment losses, adjusted for any remeasurement of the lease liability. The lease liability is initially measured at the present value of the lease payments. Subsequently, the lease liability is adjusted for interest and lease payments, as well as the impact of lease modifications, amongst others. Furthermore, the classification of cash flows will also be affected as operating lease payments under IAS 17 are presented as operating cash flows; whereas under the IFRS 16 model, the lease payments will be split into a principal and interest portion which will be presented as financing and operating cash flows respectively. It is not practicable to provide a reasonable estimate of the effect of IFRS 16 until the Group undertakes a detailed review. IAS 7 - Disclosure Initiative - effective January 1, 2017 The amendments require an entity to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities. The Group does not anticipate that the application of these amendments will have a significant impact on the Group's consolidated financial statements. IAS 12 - Recognition of Deferred Tax Assets for unrealised losses - effective January 1, 2017 The amendments were issued to clarify the requirements for recognising deferred tax assets on unrealised losses. The amendments clarify the accounting for deferred tax where an asset is measured at fair value and that fair value is below the asset's tax base. They also clarify certain other aspects of accounting for deferred tax assets. The amendments clarify the existing guidance under IAS 12. They do not change the underlying principles for the recognition of deferred tax assets. The Group does not anticipate that the application of these amendments will have a significant impact on the Group's consolidated financial statements. IFRIC 22 - Foreign Currency Transactions and Advance Consideration - effective January 1, 2018 IFRIC 22 was issued in December 2016 and addresses foreign currency transactions or parts of transactions where there is consideration that is denominated in a foreign currency; a prepaid asset or deferred income liability is recognised in respect of that consideration, in advance of the recognition of the related asset, expense or income; and the prepaid asset or deferred income liability is non-monetary. The interpretation committee concluded that the date of the transaction, for purposes of determining the exchange rate, is the date of initial recognition of the non-monetary prepaid asset or deferred income liability. Earlier adoption is permitted. 2.3 Consolidation The annual consolidated financial statements comprise the financial statements of the Company and its subsidiaries, BC Dundee, Zinoju, Zinoju Rehabilitation Trust ("the Trust") and Buffalo Coal Proprietary Limited ("BC"). (a) Subsidiaries Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of the acquiree's identifiable net assets. If the business combination is achieved in stages, the acquisition date fair value of the acquirer's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss. Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IAS 39 either in profit or loss or as a change to OCI. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within equity. The excess of the consideration transferred, in respect of the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the total consideration transferred, non-controlling interest recognised and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in profit or loss. Inter-company transactions, balances, income and expenses on transactions between Group companies are eliminated. Profits or losses resulting from inter-company transactions that are recognised in assets are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Acquisition-related costs are expensed as incurred. (b) Transactions with non-controlling interests The Group treats transactions with non-controlling interests as transactions with equity owners of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non- controlling interests are also recorded in equity. When the Group ceases to have control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in OCI in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in OCI are reclassified to profit or loss. If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in OCI is reclassified to profit or loss where appropriate. 2.4 Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker, who is responsible for allocating resources and assessing the performance of the operating segments. The chief operating decision-maker has been identified as the Board of Directors. 2.5 Foreign currency translation (a) Functional and presentation currency Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates. The consolidated financial statements are presented in Rands, which is the Group's presentation currency and the Company's functional currency. The functional currency of the Company's subsidiaries, namely BC Dundee, Zinoju, the Trust and BC, is South African Rands. (b) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Foreign exchange gains and losses are presented in profit or loss within "other income/(expense) - net". 2.6 Property, plant and equipment Property, plant and equipment is stated at historical cost less accumulated depreciation and accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to profit or loss during the financial period in which they are incurred. Land is not depreciated. Depreciation of mineral rights is calculated using the units-of-production ("UOP") method based on total run of mine tonnes of coal expected to be mined per the life-of-mine plan ("LOM"). Depreciation on the remaining assets is calculated using the straight-line method to allocate their cost or revalued amounts to their residual values over their estimated useful lives, as follows: Buildings 10 to 20 years Development costs 5 to 20 years Mining assets 5 to 25 years Office equipment and fixtures and fittings 3 to 10 years The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial position date. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amounts and are included in profit or loss. Mineral rights Mineral rights are recorded at cost. This includes costs incurred to explore, sample, drill and perform feasibility tests when incurred before the research proves the land to be technically feasible and commercially viable, at which point the costs are reclassified as mining assets within property, plant and equipment. Exploration and evaluation costs incurred before mineral rights are acquired are expensed in profit or loss. Depreciation of mineral rights is calculated using the UOP method. 2.7 Leased assets Leases of property, plant and equipment where the Group assumes substantially all the benefits and risks of ownership are classified as finance leases. Finance leases are capitalised at the lower of the fair value of the leased property or the estimated present value of the underlying lease payment. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in interest bearing borrowings. The interest element of the finance charges is charged to the profit or loss over the lease period. Property, plant and equipment acquired under finance leasing contracts are depreciated over the useful lives of the assets. Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease. 2.8 Impairment of non-financial assets At least annually, or when events and circumstances warrant a review, the Group reviews the carrying amounts of its non-financial assets to determine whether there is any indication that those assets have suffered an impairment loss. The carrying value of an asset is considered to be impaired when the recoverable amount of such an asset is less than its carrying value. In this instance, a loss is recognised based on the amount by which the carrying value exceeds the recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets (including goodwill) are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of time value of money and the risks specific to the asset. Fair value less costs to sell is the amount obtainable from the sale of an asset in an arm's length transaction between knowledgeable willing parties, less the costs of disposal. When an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless it relates to goodwill, in which case it is not reversed. 2.9 Non-current assets held for sale Non-current assets and disposal groups are classified as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such asset and its sale is highly probable. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification. Non-current assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. 2.10 Financial instruments 2.10.1 Financial assets The Group classifies its financial assets in the following categories: at fair value through profit or loss and as loans and receivables. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. (a) Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short-term. Derivatives are also categorised as such unless they are designated as hedges. Assets in this category are classified as current assets if expected to be settled within twelve months, otherwise they are classified as non-current. The Group's financial assets held for trading comprise of cash equivalents and other long-term investments which are included in 'investment in financial assets' in the statement of financial position. (b) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than twelve months after the statement of financial position date, which are classified as non-current assets. The Group's loans and receivables comprise of trade and other receivables, cash and long-term receivables, and interest and non-interest-bearing receivables in the statement of financial position. (c) Recognition and measurement Regular purchases and sales of financial assets are recognised on the trade-date, being the date on which the Group commits to purchase or sell the asset. Financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are expensed in profit or loss. Loans and receivables are initially carried at fair value and subsequently at amortised cost using the effective interest rate method. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Gains or losses arising from changes in the fair value of the financial assets at fair value through profit or loss are presented in profit or loss within 'other income/(expense) - net'. (d) Impairment Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the financial asset have been affected. For financial assets carried at amortised cost, the amount of the impairment loss recognised is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate. The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables (Refer to note 2.12). (e) Derecognition The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. 2.10.2 Financial liabilities Financial liabilities are classified as other financial liabilities and include borrowings, RCF loan facilities, loans payable and trade and other payables. Other financial liabilities are subsequently measured at amortised cost using the effective interest rate method. The Group derecognises financial liabilities when the Group's obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss. 2.10.3 Compound financial instruments Compound financial instruments issued by the Group comprise convertible loans that can be converted to share capital at the option of the holder. The instrument is classified separately as a financial liability and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised, in which case, the balance recognised in equity will be transferred to issued capital. When the conversion option remains unexercised at the maturity date of the convertible note, the balance recognised in equity will be transferred to retained earnings/loss. No gain or loss is recognised in profit or loss upon conversion or expiration of the conversion option. Foreign-currency-denominated convertible loans that will be settled by the Company delivering a variable number of its shares for a fixed amount of foreign currency will be classified as a financial liability. The conversion option is an embedded derivative, which is separated as it is not closely related to the debt host. Changes in the fair value of the embedded derivative liability will be recorded in profit or loss. Transaction costs that relate to the issue of the convertible loans are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transactions costs relating to the equity component are recognised directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component and are amortised over the lives of the convertible loans using the effective interest rate method. 2.10.4 Derivative financial instruments Derivatives are initially recognised at fair value on the date the derivative contract is entered into and are subsequently remeasured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument. The Group's derivative instruments are not designated as hedging instruments and do not qualify for hedge accounting. Accordingly, changes in the fair value of the derivative instruments are recognised immediately in profit or loss within 'other income/(expense) - net'. 2.11 Current and deferred income tax The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised directly in equity. In this case, the tax is recognised directly in equity. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the statement of financial position date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the statement of financial position date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except for deferred income tax liabilities where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. 2.12 Trade and other receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables and is recognised in profit or loss within 'operating expenses'. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the trade receivable is impaired. When a trade receivable is uncollectible, it is written off against the provision. Subsequent recoveries of amounts previously written off are credited against 'operating expenses' in profit or loss. 2.13 Inventories Inventories are stated at the lower of cost or net realisable value. Cost is determined by the first in, first out ("FIFO") method. The cost of finished goods and work in progress comprises operating costs which are absorbed into stock on hand, based on the level of extraction during the period in which such stock was mined and the costs incurred during such period. Overheads are allocated on the same basis. Inventories exclude borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. 2.14 Cash and cash equivalents Cash and cash equivalents includes cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the statement of financial position. 2.15 Share-based payments The Group operates an equity-settled, share-based compensation plan, under which the entity receives services from employees and consultants as consideration for equity instruments (options) of the Group. The fair value of the employee and consulting services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted and is recognised within profit or loss. At the end of each reporting period, the Group revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision in the income statement, with a corresponding adjustment to equity. For those options which vest immediately and are subsequently cancelled, the adjustments are made directly in equity between the reserves and retained loss. The fair value of common shares issued as compensation is based on the quoted market price. The fair value of stock options and compensation warrants is determined using the Black-Scholes option-pricing model. The compensation expense is recognised over the vesting period. At the end of each reporting period, the Group revises its estimates of the number of options that are expected to vest based on the vesting conditions. The Group recognises the impact of the revision to original estimates in profit or loss, with a corresponding adjustment to equity. When the options and warrants are exercised, the Company issues new shares. The proceeds received, net of any directly attributable transaction costs, together with any related amount in reserves, are credited to share capital. 2.16 Trade and other payables Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade and other payables are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method. 2.17 Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future operating losses. The Group's provision for asset retirement obligations ("ARO") is measured at the present value of the amount expected to be required to settle the obligation using a risk-free rate that reflects the rate of interest on monetary assets that are essentially free of default risk, adjusted for the effect of any entity's credit standing. Future costs to retire an asset, including dismantling, remediation and ongoing treatment and monitoring of the site, are recognised and recorded as a provision for close down rehabilitation costs at fair value in the accounting period in which the legal obligation arising from the disturbance occurs. The liability is accreted over time through periodic charges to operations. The fair value of the costs is capitalised as part of the assets' carrying value and amortised over the assets' estimated useful lives. A restructuring provision is recognised when the Group has developed a detailed formal plan for the restructuring and has raised a valid expectation in those affected that it will carry out a restructuring by starting to implement the plan or announcing its main features to those affected by it. The measurement of a restructuring provision includes only the direct expenditures arising from the restructuring, which are those amounts that are both necessarily entailed by the restructuring and not associated with ongoing activities of the entity. 2.18 Revenue recognition Revenue comprises the fair value of the consideration received or receivable for the sale of coal in the ordinary course of the Group's activities. Revenue is shown net of value-added tax, returns, rebates and discounts. The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Group's activities as described below. (a) Sale of coal The Group extracts, washes and sells coal. Sales are recognised when the entity has delivered products to the customer, the customer has full discretion over the products, and there is no unfulfilled obligation that could affect the customer's acceptance of the products. Delivery does not occur until the products have either been shipped (for certain foreign sales), or the date upon which the goods are dispatched to the customer, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satisfied. (b) Interest income Interest income is recognised on a time-proportion basis using the effective interest rate method. When a receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans is recognised using the original effective interest rate. (c) Other income Other income is recognised on an accrual basis and comprises primarily foreign exchange gains and losses, profit on sale of assets and scrap sales. 2.19 Employee benefits (a) Defined contribution plans A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The contributions are recognised as an employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available. (b) Short-term employee benefits The cost of short-term employee benefits (those payable within twelve months after the service is rendered), such as paid vacation leave and sick leave, bonuses, and non-monetary benefits such as medical, are recognised in the period in which the service is rendered and are not discounted. 2.20 Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost using the effective interest rate method, and any difference between proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the statement of financial position date. 2.21 Loss per share Basic loss per common share has been computed by dividing the loss applicable to common shareholders by the weighted average number of common shares outstanding during the representative period. Diluted loss per common share is determined under the assumption that deemed proceeds on the exercise of stock options and other dilutive instruments are considered to be used to reacquire common shares at the average price for the period with the incremental number of shares being included in the denominator of the diluted loss per share calculation. The diluted loss per share calculation excludes any potential conversion of options and warrants that would decrease loss per share. As at December 31, 2016, outstanding options, loans and warrants, as well as the potential shares issuable with regards to the RCF Convertible Loan, referred to in note 20, were excluded from the diluted loss per share calculation as they were anti-dilutive. Headline earnings/(loss) per share is a basis for measuring earnings per share which accounts for all the profits and losses from operational, trading, and interest activities that have been discontinued or acquired at any point during the year. Excluded from this figure are profits or losses associated with the sale or termination of discontinued operations, fixed assets or related businesses, or from any permanent devaluation or write-off of their values. For the current financial year, the Company's headline loss per share was adjusted for the loss on sale of property, plant and equipment of R4.0 million (period ended December 31, 2015: loss of R3.6 million). 3 FINANCIAL RISK MANAGEMENT 3.1 Financial risk factors The Group's activities expose it to a variety of financial risks such as foreign exchange risk, price risk, cash flow interest rate risk, credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group's financial performance. Risk management is carried out by head office management under policies approved by the Board of Directors. The Group identifies, evaluates and manages financial risks in close co-operation with the Group's subsidiaries. 3.2 Market risk (a) Foreign exchange risk The Company's functional currency is the Rand. The Group operates internationally and is exposed to foreign exchange risk arising from currency exposures with respect to the US Dollar and Canadian Dollar. The Group's foreign exchange risk arises primarily from the sale of coal, based on the API 4 coal price index in US Dollars to foreign customers, external loans denominated in US Dollars and translation differences arising from the translation of share capital and other equity items. At December 31, 2016, a 10% increase/(decrease) in the year average foreign exchange rate between the Canadian Dollar and the Rand would have increased/(decreased) the Group's profit or loss by approximately R3.5 million (period ended December 31, 2015: R13.4 million). A 10% increase/(decrease) in the year end foreign exchange rate between the US Dollar and the Rand would have increased/(decreased) the Group's profit or loss by approximately R36.4 million (period ended December 31, 2015: R41.1 million). (b) Price risk The Group is exposed to commodity price risk, primarily due to fluctuations in the API 4 coal price index, by which foreign coal sales are priced. Commodity prices fluctuate on a daily basis and are affected by numerous factors beyond the Group's control. The supply and demand for commodities, the level of interest rates, the rate of inflation, investment decisions by large holders of commodities including governmental reserves and stability of exchange rates can all cause significant fluctuations in commodity prices. Such external economic factors are in turn influenced by changes in international investment patterns and monetary systems and political developments. At December 31, 2016, a 10% change in the API 4 coal price index would have resulted in a corresponding change in export coal revenue of approximately R2.1 million (year ended December 31, 2015: R18.5 million). (c) Cash flow interest rate risk The Group's interest rate risk arises from deposits held with banks and interest-bearing liabilities. Borrowings issued at variable rates expose the Group to cash flow interest rate risk which is partially offset by cash held at variable rates. During the current and prior financial year the Group's borrowings at variable rates were denominated in South African Rands. Based on the simulations performed, the impact on profit or loss of a 1% shift of interest rates on borrowings would be a maximum increase/(decrease) in profit or loss of R1.4 million (year ended December 31, 2015: R1.4 million). 3.3 Credit risk Credit risk is managed at a Group level, except in respect of trade receivables which are managed at an operational level. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions (refer to notes 12 and 27, respectively). The Group only transacts with high quality financial institutions. Risk control assesses the credit quality of customers, taking into account their financial position, past experience and other factors. The utilisation of credit limits is regularly monitored. No credit limits were exceeded during the reporting period, and management does not expect any losses from non-performance by these counterparties. Restricted cash totalling R11.2 million was on deposit with First National Bank ("FNB") to be released to the relevant counterparties if payments are not made to them (note 15). 3.4 Liquidity risk Cash flow forecasting is performed by Group finance. Group finance monitors rolling forecasts of the Group's liquidity requirements to ensure it has sufficient cash to meet operational needs. Such forecasting takes into consideration the Group's debt/equity financing plans, covenant compliance and external legal requirements. Below is an analysis of the Group's non-derivative financial liabilities disclosed in maturity groupings based on the remaining period at the statement of financial position date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Between 1 and Greater than Not later than 1 year 5 years 5 years At December 31, 2016 Borrowings 178 541 211 - - RCF loan facilities - 370 958 400 - Trade and other payables 158 262 414 - - At December 31, 2015 Borrowings 25 714 284 164 977 422 - RCF loan facilities - 419 631 300 - Trade and other payables 161 400 974 - - 3.5 Capital risk management The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. Consistent with others in the industry, the Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including current and non- current borrowings as shown in the consolidated statements of financial position) less cash and cash equivalents. Total capital is calculated as "equity" as shown in the consolidated statements of financial position plus net debt. The gearing ratios at December 31, 2016 and December 31, 2015 were as follows: December 31, December 31, 2016 2015 Total borrowings 529 554 608 595 527 082 Less: Cash and cash equivalents (13 753 934) (20 365 446) Net debt 515 800 674 575 161 636 Total equity (221 702 172) (216 294 947) Total capital 294 098 502 358 866 689 Gearing ratio (net debt/total capital) 175% 160% Included within total borrowings is a convertible loan of R371.0 million (year ended December 31, 2015: R419.6 million). The Company's capital management objectives, policies and processes have remained unchanged during the year ended December 31, 2016 except for the Investec loan as discussed in note 19 and the RCF loan facilities as discussed in note 20. The Company is not subject to any externally imposed capital requirements with the exceptions as discussed in note 19 and 20, and the capital requirements of the TSXV which requires adequate working capital or financial resources of the greater of (i) C$50 000 and (ii) an amount required in order to maintain operations and cover general and administrative expenses for a period of 6 months. As of December 31, 2016, the Company may not be compliant with the policies of the TSXV. The impact of this violation is not known and is ultimately dependent on the discretion of the TSXV. 3.6 Fair value estimation Financial instruments carried at fair value are assigned to different levels of the fair value hierarchy, by valuation method. The different levels have been defined as follows: - Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1). - Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2). - Inputs for the asset or liability that are not based on observable market data (that is unobservable inputs) (level 3). The following table presents the group's financial assets and liabilities that are measured at fair value at December 31, 2016 and December 31, 2015: Level 1 Level 2 Level 3 R R R December 31, 2016 Investment in financial assets 41 633 486 - - Conversion option liability - 31 905 346 - Warrant liability - 344 627 - December 31, 2015 Investment in financial assets 35 674 589 - - Conversion option liability - 124 378 349 - Warrant liability - 2 144 609 - 4 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The preparation of the consolidated financial statements in conformity with IFRS requires the Group's management to make judgements, estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and related notes thereto. Although these estimates are based on management's best knowledge of the amounts, events or actions, actual results may differ from those estimates and these differences could be material. The areas which require management to make significant judgements, estimates and assumptions in determining the carrying values and amounts include, but are not limited to: 4.1 Provisions Significant judgement and use of assumptions is required in determining the Group's provisions. Management uses its best estimates based on current knowledge in determining the amount to be recognised as a provision. Key assumptions utilised in the determination of the rehabilitation provision, which is measured at fair value, include the estimated life of mine, estimates of reserves and discount rates. Fair value is determined based on the net present value of estimated future cash expenditures for the settlement of the liability that may occur upon decommissioning of the mine. Such estimates are subject to change based on changes in laws and regulations and negotiations with regulatory authorities. 4.2 Property, plant and equipment, mineral rights and other intangible assets The Group makes use of experience and assumptions in determining the useful lives and residual values of property, plant and equipment, mineral rights and other intangible assets (other than goodwill). Management reviews annually whether any indications of impairment exist. Information that the Group considers includes changes in the market, economic and legal environment in which the Group operates as well as internal sources of information. Estimates include but are not limited to estimates of the discounted future after-tax cash flows expected to be derived from the Company's mining properties, costs to sell the properties and the appropriate discount rate. Reductions in coal price forecasts, increases in estimated future costs of production, increases in estimated future capital costs, depreciation of the Rand relative to the US Dollar, reductions in the amount of recoverable mineral reserves and mineral resources and/or adverse current economics could result in a write-down of the carrying amounts of the Group's assets. As of December 31, 2016, based on management's estimate of the recoverable amount of the BC Dundee Group properties, no impairment was recorded. If the discount rate had been 1% higher than management's estimates, or if the foreign exchange rate between the Rand and the US Dollar had been 5% higher than management's estimates, the Group would still not have recognised any impairment at December 31, 2016. An impairment loss of R137.9 million was recorded at December 31, 2015 as a result of management's review, which resulted in the write-down of property, plant and equipment. 4.3 Taxes and recoverability of potential deferred tax assets The Company is subject to income, value added, withholding and other taxes in various jurisdictions. Significant judgement is required in determining the Company's provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company's income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations often involving multiple jurisdictions. The Company's interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made. In assessing the probability of realising deferred tax assets recognised, management makes estimates related to expectations of future taxable income, applicable tax planning opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in South Africa. 4.4 Share-based payments Management determines costs for share-based payments using market-based valuation techniques. The fair value of the market-based and performance-based share awards are determined at the date of grant using generally accepted valuation techniques. Assumptions are made and judgement used in applying valuation techniques. These assumptions and judgements include estimating the future volatility of the stock price, expected dividend yield, future employee turnover rates and future employee stock option exercise behaviors and corporate performance. Such judgements and assumptions are inherently uncertain. Changes in these assumptions could materially affect the fair value estimates. 4.5 Compound financial instruments The Group has entered into agreements in the form of foreign-currency-denominated convertible loans and warrants which are accounted for as compound financial instruments. The fair value of the embedded derivative liabilities (conversion option liability and warrant liability) are determined at the date of the transaction and are fair valued at each reporting date through profit or loss using generally accepted valuation techniques. Assumptions are made and judgements are used in applying valuation techniques. These assumptions and judgements include estimating the future volatility of the stock price, expected dividend yield and risk free rate of return. Such judgements and assumptions are inherently uncertain. Changes in these assumptions could materially affect the fair value estimates. 4.6 Mineral reserve estimates The figures for mineral reserves and mineral resources are determined in accordance with National Instrument 43-101, "Standards of Disclosure for Mineral Projects", issued by the Canadian Securities Administrators. There are numerous uncertainties inherent in estimating mineral reserves and mineral resources, including many factors beyond the Group's control. Such estimation is a subjective process, and the accuracy of any mineral reserve or mineral resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgements used in engineering and geological interpretation. Differences between management's assumptions including economic assumptions such as coal prices, foreign exchange rates and market conditions could have a material effect on the Group's reserves and resources, and as a result, could also have a material effect on the Group's financial position and results of operation. 4.7 Going concern assumption The consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Group will continue in operation for the foreseeable future and will be able to realise its assets and discharge its liabilities in the normal course of operations. If the going concern assumption was not appropriate for these consolidated financial statements then adjustments would be necessary to the carrying values of assets and liabilities, the reported revenues and expenses, and the statement of financial position classifications. Such adjustments could be material (refer to note 2.1). 4.8 Contingencies Refer to note 27. 5 NATURE OF EXPENSES Year ended December 31, 2016 December 31, 2015 Raw materials and consumables 18 518 324 36 150 641 Changes in inventories 92 882 339 91 725 841 Mining overheads 5 065 216 34 635 128 Mining sub-contractors 215 983 927 129 069 003 Depreciation and amortisation 57 025 517 76 151 497 Repairs and maintenance 51 608 002 70 413 498 Salaries and wages 161 231 956 197 831 865 Social development expenditure 7 715 537 4 048 699 Royalty tax expense 5 780 092 6 440 722 Bad debts written off 881 - Auditors' remuneration 3 331 973 2 738 365 Transport costs - internal 31 393 436 39 668 965 Railage, handling and wharfage 19 397 837 54 461 610 Legal, consulting and other professional fees 10 948 443 16 558 337 Shareholder communication and listing fees 1 178 900 2 529 961 Stock-based compensation 176 514 799 149 Other expenses 21 585 302 16 898 944 Total 703 824 196 780 122 225 Cost of sales 641 833 612 711 437 976 General and administration expenses 61 990 584 68 684 249 Total 703 824 196 780 122 225 6 OTHER INCOME /(EXPENSE) - NET Year ended December 31, 2016 December 31, 2015 Foreign exchange gain/(loss) - net 36 740 256 (66 912 407) Impairment of goodwill, intangible assets and property, plant and equipment - (137 889 236) Loss on remeasurement of non-current assets held for sale - (10 833 333) Net loss on disposal of property, plant and equipment (4 008 157) (3 602 813) Scrap sales 188 392 453 705 Insurance proceeds 206 177 4 211 595 Fair value adjustment on financial assets 878 220 1 668 921 Unrealised marked-to-market loss on securities (59 215) (31 729) Sundry recoveries 2 650 662 - Fair value adjustment on conversion option and warrant liability 92 543 617 100 588 904 Loss on extinguishment of debt (note 20) (50 647 288) (195 880 122) Penalties (1 517 752) - Other income 23 196 331 125 Total 76 998 108 (307 895 390) Impairment loss No impairment loss was recognised for the year ended December 31, 2016. The impairment loss of R137.9 million recognised during the year ended December 31, 2015, relates to the impairment of property, plant and equipment which was impaired as the carrying value of the BC Dundee Group properties exceeded the estimated recoverable amounts as at September 30, 2015 and December 31, 2015. At both these dates, management identified indicators of impairment and determined the recoverable amount of the BC Dundee Group on a fair value less costs to sell basis. The fair value calculations were determined using pre-tax cash flow projections on constant terms, based on the BC Dundee Group's LOM. The fair value calculation is categorised as level 3 in terms of the fair value hierarchy. A significant portion of the inputs into the model were unobservable, as defined, and were based on Company specific assumptions. The key assumptions used in the pre-tax cash flow projection are as follows: estimates of future production based on a LOM model, assuming that all production is sold and using forecast macro assumptions, which are based on observable market expectations. The pre-tax discount rate was estimated by calculating the Company's weighted average cost of capital which was based on peer company information and other observable market inputs. There was no change in the valuation techniques during the year ended December 31, 2016. There was significant estimation and judgement used when performing the fair value calculations (note 4.2 and 4.6). The key assumptions used in the fair value less costs to sell calculations as at December 31, 2016, December 31, 2015 and September 30, 2015 are as follows: December 31, 2016 December 31, 2015 September 30, 2015 Pre-tax discount rate 12.25% 12.10% 13.32% Gross fair value R400.7 million R416.9 million R422.9 million Costs to sell R8.0 million R8.3 million R8.5 million Recoverable amount R392.7 million R408.6 million R414.5 million 7 FINANCE INCOME AND EXPENSE Year ended December 31, 2016 December 31, 2015 Finance income Cash and restricted cash 1 547 684 849 975 Total 1 547 684 849 975 Finance expense Interest on borrowings (20 907 639) (14 790 356) Interest on the RCF loan facilities (21 544 901) (51 581 960) Interest on STA short-term loan (1 620 005) (600 698) Interest to South African Revenue Service ("SARS") (2 286 451) - Unwinding discount on asset retirement obligation (1 076 979) (508 237) Loan accretion (22 689 496) (20 220 933) Other (2 546 787) (2 598 731) Total (72 672 258) (90 300 915) 8 INCOME TAX Income tax expense is comprised as follows: Year ended December 31, 2016 December 31, 2015 Current tax: Current tax on profits - South Africa (3 035 504) (1 603 458) Withholding tax - Canada (3 395 935) - Deferred taxes - current year timing differences (1 743 492) (13 752 096) Income tax expense (8 174 931) (15 355 554) The major items causing the Company's income tax expense to differ from the South African statutory rate of 28% (year ended December 31, 2015: 28%) are as follows: Loss before income taxes (37 369 093) (546 469 100) Expected tax benefit at statutory tax rates 10 463 346 153 011 348 Adjustments resulting from: Benefits of tax losses not recognised (20 311 242) (180 885 346) Income not subject to tax 1 685 614 1 836 093 Permanent differences (1 242 428) (1 392 915) Foreign tax rate differential (395 458) (2 766 412) Other temporary differences 1 625 237 14 841 678 Income tax expense (8 174 931) (15 355 554) 9 PROPERTY, PLANT AND EQUIPMENT Office equipment, Development Land and fixtures and costs buildings Mining assets fittings capitalised Mineral rights Total Year ended December 31, 2016 Opening net book value 6 495 900 240 150 717 1 517 618 62 286 748 30 198 557 340 649 540 Additions 382 586 12 642 312 132 462 7 927 410 - 21 084 770 Change in asset retirement obligation - 11 088 687 - - - 11 088 687 Disposals - (4 066 841) - - - (4 066 841) Depreciation (531 863) (47 590 360) (598 777) (6 288 076) (2 016 442) (57 025 518) Net book value at end of year 6 346 623 212 224 515 1 051 303 63 926 082 28 182 115 311 730 638 Year ended December 31, 2016 Cost 10 078 055 546 095 456 7 785 907 83 696 591 328 943 756 976 599 764 Accumulated depreciation (3 731 432) (333 870 941) (6 734 603) (19 770 509) (300 761 642) (664 869 126) Net book value at end of year 6 346 623 212 224 515 1 051 303 63 926 082 28 182 115 311 730 638 Office equipment, Development Land and fixtures and costs buildings Mining assets fittings capitalised Mineral rights Total Year ended December 31, 2015 Opening net book value 6 749 456 325 505 350 2 577 350 49 908 345 176 663 415 561 403 916 Additions 250 764 42 425 722 236 029 17 581 137 - 60 493 652 Change in asset retirement obligation - (4 242 640) - - - (4 242 640) Classified to held for sale (43 000 000) - - - (43 000 000) Disposals - (9 131 322) - - - (9 131 322) Remeasurement of assets held for sale (10 833 333) - - - (10 833 333) Impairment loss - - - - (137 889 236) (137 889 236) Depreciation (504 320) (60 573 060) (1 295 761) (5 202 734) (8 575 622) (76 151 497) Net book value at end of year 6 495 900 240 150 717 1 517 618 62 286 748 30 198 557 340 649 540 Year ended December 31, 2015 Cost 9 695 468 626 444 487 7 653 445 75 769 181 328 943 756 1 048 506 337 Accumulated depreciation (3 199 568) (386 293 770) (6 135 827) (13 482 433) (298 745 199) (707 856 797) Net book value at end of year 6 495 900 240 150 717 1 517 618 62 286 748 30 198 557 340 649 540 Office equipment includes items to the value of R0.1 million (year ended December 31, 2015: R0.1 million) that are not directly used in production and operations and relate to property, plant and equipment in the Company's corporate office in South Africa. All property, plant and equipment is located in South Africa. Depreciation expense of R56.1 million (year ended December 31, 2015: R76.2 million) was recognised in 'cost of sales'. No impairment loss was recognised for the year ended December 31, 2016. The impairment loss of R137.9 million recognised during the year ended December 31, 2015, relates to the impairment of property, plant and equipment which were impaired as the carrying value of the BC Dundee Group properties exceeded the estimated recoverable amount as determined by the impairment review performed by management (note 6). Mining assets classified as held for sale are as follows: December 31, 2016 December 31, 2015 Opening balance 25 000 000 - Transfer from property, plant and equipment - 43 000 000 Disposals (25 000 000) (18 000 000) Closing balance - 25 000 000 The non-current assets held for sale comprised the two continuous miners sold to STA. In accordance with IFRS 5, the assets were written down to their fair value less costs to sell of R43.0 million which was based on an independent valuation and which was incorporated into the STA Asset Sale Agreement. The first continuous miner was disposed of during the year ended December 31, 2015 for R18.0 million, with the second continuous miner being disposed of during the year ended December 31, 2016 for R25.0 million. 10 INVESTMENT IN FINANCIAL ASSETS December 31, 2016 December 31, 2015 Long-term investments 41 547 927 35 524 519 Security investments 85 559 150 070 Total 41 633 486 35 674 589 The movement in the investment in financial assets is as follows: December 31, 2016 December 31, 2015 Opening balance 35 674 589 29 134 182 Current year contributions 5 145 187 4 888 554 Fair value adjustment 878 220 1 668 921 Unrealised marked-to-market gain on securities (58 200) (31 269) Effect of foreign currency exchange difference (6 310) 14 201 Closing balance 41 633 486 35 674 589 The investment in financial assets consists of long-term investments, held by the Group to fund payment requirements associated with its rehabilitation obligations, and security investments. The long-term investments are held by the Trust which was formed with the sole purpose of applying its property for the rehabilitation of land in order to discharge the statutory obligations of Zinoju, and may only be used by Zinoju to carry out the statutory obligations as and when so required. Changes in the fair values of the investments are recorded in 'other income/(expense) - net' within profit or loss. 11 DEFERRED TAX South Africa December 31, 2016 December 31, 2015 Deferred income tax liabilities: At beginning of year - (44 737 339) Current year timing differences - 44 737 339 At end of year - - Deferred tax asset: At beginning of year 1 743 491 60 232 927 Current year timing differences 9 189 706 82 770 367 Unrecognised deferred tax asset (6 273 598) (140 136 695) Write off of deferred tax asset (4 659 599) - Utilisation of assessed loss - (1 123 107) At end of year - 1 743 492 Deferred tax asset/(liability) - net - 1 743 492 The above balance is comprised of the following: South Africa December 31, 2016 December 31, 2015 Provisions 7 239 149 6 276 518 Tax losses 31 798 406 31 596 136 Property, plant and equipment and other long-term assets (39 037 555) (36 061 299) Other - (67 863) At end of year - 1 743 492 Canada December 31, 2016 December 31, 2015 Deferred income tax liabilities: At beginning of year (1 683 380) (9 458 273) Current year timing differences (751 313) 7 774 893 At end of year (2 434 693) (1 683 380) Deferred tax asset: At beginning of year 1 683 380 9 458 273 Current year timing differences 751 313 (7 774 893) At end of year 2 434 693 1 683 380 Deferred tax asset/(liability) - net - - The above balance is comprised of the following: Canada December 31, 2016 December 31, 2015 Tax losses 2 434 693 1 683 380 Other (2 434 693) (1 683 380) At end of year - - No tax benefit has been recognised for the following temporary differences: Canada December 31, 2016 December 31, 2015 Tax losses (expiring between 2027 and 2036) 275 220 335 284 148 107 Other 49 510 269 61 130 836 Total 324 730 604 345 278 943 Total C$ 31 769 680 30 814 170 As at December 31, 2016, the Company had an unrecognised deferred tax asset of approximately R345.0 million (year ended December 31, 2015: R480.0 million) relating to investments in subsidiaries that has not been recognised because the Company controls the timing of the reversal of the temporary differences and it is probable that these differences will not reverse in the foreseeable future. 12 TRADE AND OTHER RECEIVABLES December 31, 2016 December 31, 2015 Non-current other receivables: - Deposits 4 032 570 4 099 242 Total non-current other receivables 4 032 570 4 099 242 Current trade and other receivables: - Trade receivables 75 461 285 66 217 129 Less: Provision for impairment of receivables (596 094) (969 478) - Trade receivables - net 74 865 191 65 247 651 - Value-Added Tax (VAT) 6 039 208 5 497 824 - Prepayments 3 460 892 3 948 987 - Harmonised Sales Tax (HST) 124 579 257 006 - Other receivables 283 474 630 213 Total current trade and other receivables 84 773 344 75 581 681 The fair values of trade and other receivables approximate their carrying values. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security. There is no significant concentration of credit risk in respect of any particular customer. The carrying amounts of the Group's trade and other receivables are denominated in the following currencies: December 31, 2016 December 31, 2015 Canadian Dollars 124 579 593 609 United States Dollars 6 977 173 15 202 423 Rands 77 671 592 59 785 649 Total 84 773 344 75 581 681 Movements on the Group's provision for impairment of receivables are as follows: December 31, 2016 December 31, 2015 Opening balance 969 478 969 478 Provision (released)/raised, net (373 384) - Closing balance 596 094 969 478 The creation and release of the provision for impairment of trade receivables has been included in profit or loss. The other classes within trade receivables do not contain impaired assets. 13 INVENTORIES December 31, 2016 December 31, 2015 Consumables 2 547 765 1 934 854 Work in progress 233 772 3 466 633 Finished goods 32 440 713 36 824 385 Total 35 222 250 42 225 872 Depreciation of R0.4 million (period ended December 31, 2015: R0.3 million) is included within inventory at December 31, 2016. The amount of inventories recognised as an expense during financial year ended December 31, 2016 is R371.1 million (period ended December 31, 2015: R601.2 million). 14 NON-INTEREST BEARING RECEIVABLES December 31, 2016 December 31, 2015 Other 1 902 205 1 697 948 The non-interest-bearing receivables are unsecured, interest free and have no fixed terms of repayment. 15 RESTRICTED CASH Restricted cash comprises of deposits with FNB of R3.2 million (year ended December 31, 2015: R3.2 million) in respect of guarantees provided to the Department of Mineral Resources ("DMR") and Eskom, and R8.0 million (year ended December 31, 2015: R8.0 million) in respect of guarantees provided to Transnet Freight Rail ("TFR"). 16 CASH AND CASH EQUIVALENTS December 31, 2016 December 31, 2015 Cash in bank 5 542 930 20 365 446 Cash is denominated in the following currencies: Canadian Dollars 1 272 694 318 563 United States Dollars 78 679 3 456 661 Rands 5 542 929 16 590 222 Total 6 894 303 20 365 446 17 SHARE CAPITAL Number of shares Stated value Balance at December 31, 2014 56 196 711 937 966 442 Shares issued in relation to RCF Convertible Loan 146 734 858 69 095 412 Shares issued in relation to Private Placement to RCF 72 272 480 28 705 063 Shares issued to directors and management 5 525 000 2 329 585 Balance at December 31, 2015 280 729 049 1 038 096 502 Shares issued in relation to RCF Convertible Loan 98 909 640 29 164 195 Shares issued to STA 15 164 333 8 620 800 Balance at December 31, 2016 394 803 022 1 075 881 497 The Company is authorised to issue an unlimited number of Common Shares at no par value. As set out in further detail in note 20, the Company has raised an aggregate US$29 million convertible loan from RCF, of which US$27 million is currently outstanding, in respect of which interest is settled by the Company by way of the issue of Common Shares to RCF at the 20-day volume weighted average price ("VWAP") as at the date the interest is due. The original convertible loan facility of US$6.0 million ("RCF Original Convertible Loan") and the bridge loan facility of US$4.0 million ("RCF Bridge Loan") were entered into in September 2013 and February 2014 respectively, and on July 3, 2014, BC Corp closed the final tranche of US$15.0 million resulting in an aggregate US$25.0 million convertible loan facility ("RCF US$25 million Loan") ("First Amended RCF Agreement"). On March 27, 2015, BC Corp entered into a second amended and restated convertible loan agreement with RCF ("Second Amended RCF Agreement") to secure an additional US$4.0 million loan facility (collectively with the RCF US$25 million Loan, the "RCF Convertible Loan"). On December 2, 2015, BC Corp entered into a third amended and restated convertible loan agreement with RCF ("Third Amended RCF Agreement"). During the financial year ended December 31, 2016: - The Company issued 14 990 400 Common Shares to RCF based on an agreed share price of C$0.05 to settle interest on the RCF Convertible Loan for the period between December 1, 2015 and December 31, 2015. These shares were valued at C$0.03 based on the market price of these shares on date of issue. - The Company issued 42 009 840 Common Shares to RCF based on an agreed share price of C$0.05 to settle interest on the RCF Convertible Loan for the period between January 1, 2016 and March 31, 2016. These shares were valued at C$0.03 based on the market price of these shares on date of issue. - The Company issued 41 909 400 Common Shares to RCF based on an agreed share price of C$0.05 to settle interest on the RCF Convertible Loan for the period between April 1, 2016 and June 30, 2016. These shares were valued at C$0.02 based on the market price of these shares on date of issue. During the period ended December 31, 2015: - The Company issued 26 195 466 Common Shares to RCF at prices ranging between C$0.0502 and C$0.0962 to settle interest on the RCF US$25 million Loan for the period between January 1, 2015 and June 30, 2015. - The Company issued 52 509 219 Common Shares to RCF at prices ranging between C$0.0439 and C$0.0682 to settle interest on the RCF Convertible Loan for the period between July 1, 2015 and October 31, 2015. - The Company issued 11 066 421 Common Shares to RCF at C$0.044 to settle interest on the RCF Convertible Loan for the period between November 1, 2015 and December 3, 2015. During the year ended December 31, 2015, Restricted Share Units ("RSUs") to the value of C$0.1 million, which were previously allocated to a director of the Company, were settled through the issuance of 2 083 333 Common Shares at a price of C$0.048. Also during the year ended December 31, 2015, given the financial situation and restructuring initiatives of the Company, on April 20, 2015, the Company approved the settlement of performance bonuses to senior management of the Company in Common Shares at an issuance price of C$0.048. On July 10, 2015, 3 441 667 shares were issued to senior management. In terms of the Third Amended RCF Agreement, RCF also agreed to convert an aggregate of US$20.0 million of the RCF Convertible Loan into Common Shares over a two-year period at the conversion price of C$0.0469 per Common Share ("RCF Conversion"). An initial amount of US$2.0 million was converted on December 3, 2015 ("RCF First Tranche Conversion") resulting in 56 963 752 Common Shares being issued to RCF. Further to the above, on December 2, 2015, BC Corp entered into a subscription agreement with RCF, whereby RCF subscribed for US$2.0 million in equity by way of a private placement ("Private Placement"). Pursuant to the Private Placement, RCF acquired 72 272 480 Common Shares at a price of C$0.0367 per Common Share. As set out in note 2, the arrangement with STA includes an equity settlement arrangement in terms of which a portion of the contract mining fees will be settled in Common Shares, in order to alleviate cash flow pressures. During the financial year ended December 31, 2016: - The Company issued 6 136 353 Common Shares to STA based on an agreed share price of C$0.05 to settle a portion of the contract mining fees for the period between November 1, 2015 and March 31, 2016. These shares were valued at C$0.02 based on the market price of these shares on date of issue. - The Company issued 4 459 284 Common Shares to STA based on an agreed share price of C$0.05 to settle a portion of the contract mining fees for the period between April 1, 2016 and June 30, 2016. These shares were valued at C$0.02 based on the market price of these shares on date of issue. - The Company issued 4 568 696 Common Shares to STA based on an agreed share price of C$0.05 to settle a portion of the contract mining fees for the period between July 1, 2016 and September 30, 2016. These shares were valued at C$0.02 based on the market price of these shares on date of issue. 18 RESERVES Weighted average Number of options exercise price (C$) Value of options Balance at December 31, 2014 2 507 250 0.70 10 526 096 Granted and vested 4 427 397 0.06 843 224 Expired/cancelled (1 070 599) 0.45 (3 716 136) Closing balance at December 31, 2015 5 864 048 0.26 7 653 184 Granted and vested 600 000 0.05 317 005 Expired/cancelled (3 090 745) 0.38 (5 910 369) Closing balance at December 31, 2016 3 373 303 0.12 2 059 820 Employee share options plan The Company has an ownership-based compensation scheme, administered by the Board of Directors of the Company, for directors, officers, employees and consultants. A new plan was adopted by the Board of Directors on November 30, 2015, as required in terms of the move by the Company from the TSX to the TSXV on December 18, 2015. The plan was ratified by shareholders at the annual general meeting of the Company on June 28, 2016. The plan provides for the issuance of share options to acquire up to 10% of the Company's issued and outstanding capital. The number of shares reserved for issuance pursuant to the grant of share options will increase as the Company's issued and outstanding share capital increases. In accordance with the terms of the plan, directors, officers, employees and consultants of the Company may be granted options to purchase Common Shares at an exercise price determined by the Board of Directors, but which shall not be lower than the discounted market price of the underlying Common Shares at the time of grant. Each share option converts into one Common Share of the Company on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry. On August 26, 2016, 600 000 share options were granted to employees of the Company with one third vesting immediately. The balance will vest equally on August 26, 2017 and 2018 respectively. On November 10, 2015, 250 000 share options were granted to directors of the Company with one third vesting immediately. The balance will vest equally on November 10, 2016 and 2017 respectively. On April 20, 2015, 4 177 397 share options were granted to directors and employees of the Company with one third vesting immediately. The balance will vest equally on April 20, 2016 and 2017 respectively. An amount of R0.2 million (year ended December 31, 2015: R0.8 million) is included in profit or loss as stock-based compensation expense related to the fair value of the portion of options vested during the year for directors and officers. The options expire five years from the date of issue, or immediately upon the resignation of the director, officer, employee or consultant. Share options outstanding at the end of the financial year have the following exercise prices: Grant date Exercise price (C$) December 31, 2016 December 31, 2015 March 24, 2011 4.10 - 75 000 June 13, 2011 2.77 - 150 000 January 25, 2012 1.80 30 000 100 000 August 13, 2013 0.29 638 000 1 236 000 August 12, 2014 0.11 250 000 250 000 April 20, 2015 0.07 1 880 303 3 803 048 November 10, 2015 0.04 125 000 250 000 August 26, 2016(1) 0.05 450 000 - Total 3 373 303 5 864 048 (1) 600 000 share options vested on August 26, 2016, however, 150 000 share options were forfeit prior to the year ended December 31, 2016. The weighted average remaining contractual life on share options outstanding at December 31, 2016 is 3.11 years (December 31, 2015: 3.74 years). Of the 3 373 303 options outstanding at December 31, 2016 (December 31, 2015: 5 864 048), 2 554 873 options (December 31, 2015: 3 078 689) were exercisable. Details of options granted during the current and prior financial year are provided in the table below: Valuation details Grant date August 26, 2016 November 10, 2015 April 20, 2015 Fair value (R) 26 340 78 077 1 235 235 Option strike price (C$) 0.05 0.04 0.07 Share price on grant date (C$) 0.02 0.05 0.06 Expiry date August 26, 2021 November 10, 2020 April 20, 2020 Remaining contractual life at year-end 4.66 4.87 4.31 Valuation assumptions: Expected volatility (%) 62 75 62 Expected life of grant (years) 5 5 5 Annual risk-free interest rate (%) 0.63 0.82 0.98 Expected dividend yield (%) - - - Restricted Share Units The Company has a RSU Incentive Plan in place in terms of which the Company is authorised to grant and issue RSUs to directors and officers of the Company. Each RSU shall entitle the director or officer to receive one Common Share upon completion of certain terms. The Common Shares will be repurchased from the open market and held in trust for subsequent issuance. In July 2015, RSUs to the value of C$0.1 million, which were previously allocated to a director of the Company, were settled through the issuance of 2 083 333 Common Shares at a price of C$0.048. As of December 31, 2016 and December 31, 2015, no RSUs were granted. Black Economic Empowerment option During the year ended February 29, 2012, BC Dundee assisted one of its BEE partners in buying out the interest in Zinoju held by its other BEE partner. This resulted in the issuance of a new call option to the continuing BEE partner which represented the issuance of an equity-settled share-based payment. The value of the new call option on the date of issue of R9.1 million was reflected as an expense in profit or loss in fiscal 2012 as part of 'loss on share-based payments' and as a credit in the statement of changes in equity in the 'share-based payment reserves'. 19 BORROWINGS Borrowings consist of the Investec loan facilities as detailed below: December 31, 2016 December 31, 2015 Investec loan facilities 161 016 413 169 250 278 Current portion (161 016 413) (25 714 284) Long-term portion - 143 535 994 On July 3, 2014, BC Dundee finalized a restructuring of the Investec loan facilities ("First Amended Investec Agreement") on the following terms: - five-year senior secured amortising term loan facility of R90.0 million (the "Term Loan Facility"). The Term Loan Facility accrues interest monthly at JIBAR plus 4%, with only interest having been payable on a quarterly basis up to December 2015. The first principal payment was due in December 2015 (refer below for the Third Amendment) and going forward, principal payments are due on a quarterly basis. The First Amended Investec Agreement required the Company to make payments if excess cash was available during the 18 month grace period up to December 2015 up to a maximum of R4.5 million on a quarterly basis. No such payments were made during 2015; - five-year senior secured loan facility of R50.0 million (the "Bullet Facility"). The Bullet Facility is repayable by way of a bullet repayment at the end of the facility life. The Bullet Facility accrues interest monthly at JIBAR plus 4% with the first interest payment having been due in December 2015 and quarterly repayments of interest to be made going forward; and - five-year senior secured revolving credit facility of R30.0 million (the "Working Capital Facility"). The Working Capital Facility is repayable on the final maturity date being July 3, 2019, and bears interest at prime plus 0.5%, payable monthly. On December 2, 2015, BC Dundee closed a second amended and restated loan agreement with Investec ("Second Amended Investec Agreement"), whereby Investec agreed to extend the Working Capital Facility from R30.0 million to R80.0 million, which funds would be made available in two tranches of R25.0 million each. The conditions to the first tranche, which included the conclusion of the RCF funding arrangements as set out below, were fulfilled and R25.0 million was drawn by BC Dundee from the Working Capital Facility in December 2015. The second tranche remained subject to the Company demonstrating its plan to sell the majority of its anthracite stockpile, which has built up as a result of depressed markets both domestically and globally. The condition was fulfilled to Investec's satisfaction and R25.0 million was drawn by BC Dundee in March 2016. On December 18, 2015, BC Dundee entered into a third amendment to the Investec loan agreement ("Third Amendment"), in terms of which the repayment schedule for the Term Loan Facility was replaced with a new schedule with principal repayments commencing on March 31, 2016. Due to continued cash constraints, Investec was approached during the first quarter of 2016 for a deferral of the term loan facility repayment due on March 31, 2016. On March 31, 2016, BC Dundee entered into a fourth amendment to the Investec term loan and revolving credit agreement ("Fourth Amendment") in terms of which the repayment schedule for the term loan facility was replaced with a new schedule with principal repayments commencing on June 30, 2016. In addition, surplus cash at quarter-end in excess of R30.0 million will be used to reduce the R80.0 million working capital facility back to R30.0 million and a clause was included restricting outflows of funds from BC Dundee to BC Corp between April 1, 2016 and June 30, 2016, unless prior written consent was obtained from Investec. Investec was again approached for a deferral of the term loan facility repayment due on June 30, 2016. On June 30, 2016, BC Dundee entered into a fifth amendment to the term loan and revolving credit agreement ("Fifth Amendment") in terms of which the repayment schedule for the term loan facility was replaced with a new schedule with principal repayments commencing on September 30, 2016. Investec extended the restriction on the outflows of funds from BC Dundee to BC Corp to September 30, 2016, unless prior written consent was obtained from Investec. To date, no cash has been swept to reduce the working capital facility. On September 30, 2016 and December 31, 2016 the Company made the term loan facility repayments of R7.5 million. BC Dundee was required to meet specified debt covenants at each quarter end and was in breach of certain of these covenants at these dates. Such breach constitutes an event of default under the debt agreement whereby, Investec is entitled to request early payment of the outstanding debt. However, when it became apparent that the covenants were to be breached, Investec was approached and waived the breach of the covenants as at March 31, 2016 and June 30, 2016. With respect to the periods ending September 30, 2016 and December 31, 2016, the breached undertakings and resultant event of default continued. On November 22, 2016, Investec provided a forbearance letter stating that it does not intend to exercise its rights to request early payment of the outstanding debt; however, it has reserved its right to review this decision periodically, with no obligation to keep the Company advised in this regard. Due to Investec being entitled to request early payment of the outstanding debt, as a result of the breach in covenants referred to preceding, management has determined that the total Investec debt including warrant liability of R161.3 million be classified as current borrowings. As of December 31, 2016, R178.5 million (December 31, 2015: R190.7 million) had been drawn pursuant to the Investec loan facilities. The Group was fully drawn on the Term Loan Facility and Bullet Facility, and had R22.0 million undrawn in the Working Capital Facility. The available Working Capital Facility amount can only be drawn subject to Investec's approval. As of December 31, 2015, the Group was fully drawn on each of the Term Loan Facility, Bullet Facility and Working Capital Facility. The movement in the Investec borrowings is as follows: December 31, 2016 December 31, 2015 Opening balance 169 250 278 138 047 902 Accretion of warrant asset 3 403 107 2 528 568 Amortisation of deferred cost 513 522 403 483 Interest accrued 103 306 3 657 707 Net drawdown from working capital facility 25 000 000 41 632 006 Repayments (37 253 800) (17 019 388) Closing balance 161 016 413 169 250 278 Following the Fifth Amendment, the Investec facilities are repayable as follows, unless Investec elects to request early repayment of the outstanding debt as a result of the covenant breach: December 31, 2016 December 31, 2015 12 months 30 000 000 25 714 284 13-24 months 30 000 000 25 714 284 25-36 months 118 541 211 25 714 284 37-48 months - 113 548 854 49-60 months - - Greater than 60 months - - Total 178 541 211 190 691 706 In connection with the First Amended Investec Agreement, Investec subscribed for 34 817 237 warrants in the Company with a strike price of C$0.1446, the proceeds of which, if exercised, will be applied against settlement of the Bullet Facility. RCF has the right to acquire the warrants from Investec at agreed pricing until July 3, 2019. The Bullet Facility and the warrants have been treated as a compound financial instrument, as the Bullet Facility could effectively be settled through the issuance of Common Shares. Furthermore, an embedded derivative exists due to the warrants being denominated in Canadian Dollars and the functional currency of the Company being Rands. The Bullet Facility has been recognised in two parts, a component liability and a warrant liability. The component liability will be accreted to its face value of R40.5 million using the effective interest rate method at approximately 35.5%. The initial carrying value of the warrant liability was obtained using the Black-Scholes option pricing model and the following assumptions: expected volatility of 100.0%, life of 5.0 years, risk-free interest rate of 1.71% and an expected dividend yield of 0%. The fair value of the warrant liability at December 31, 2016 was obtained using the Black-Scholes option pricing model and the following assumptions: expected volatility of 83.9%, life of 2.5 years, risk-free interest rate of 0.8% and an expected dividend yield of 0% (year ended December 31, 2015: expected volatility of 75.9%, life of 3.5 years, risk-free interest rate of 0.6% and an expected dividend yield of 0%). The movement in the warrant liability is as follows: December 31, 2016 December 31, 2015 Opening balance 2 144 609 8 818 534 Fair value adjustment (1 790 373) (6 830 115) Foreign exchange differences (9 609) 156 190 Closing balance 344 627 2 144 609 The Investec facilities are secured as follows: BC Corp entered into the following security agreements with Investec - a cession in security over its bank account held with Investec, a cession in security over its bank accounts held in Canada and a pledge and cession in securitatem debiti of all the shares, securities and other ownership interests of BC Corp in BC Dundee and BC and debt claims against BC Dundee, BC and Zinoju. BC Dundee entered into the following security agreements with Investec - a cession in security granted by BC Dundee in respect of BC Dundee's rights, title, claims and interests in and to the relevant assets which include: all insurances and all the proceeds receivable under those insurances, trade receivables, claims of BC Dundee under the mining contract with Zinoju and all the bank accounts of BC Dundee and all rights to cash balances standing to the credit of those bank accounts. BC Dundee also entered into a pledge and cession in securitatem debiti of all BC Dundee's shares in and claims against Zinoju. BC Dundee has passed a first-ranking covering mortgage bond over certain land and a first-ranking special notarial bond over specified movable property of BC Dundee and a first and second ranking general notarial bond over all of BC Dundee's movable assets. 20 RCF LOAN FACILITIES RCF Original Convertible Loan On September 4, 2013, the Company closed the secured US$6.0 million (approximately R61.0 million) RCF Original Convertible Loan. The RCF Original Convertible Loan had an original maturity date of June 30, 2016. The principal on the RCF Original Convertible Loan was convertible into Common Shares at a price of C$0.36 per share. The issuance of Common Shares to RCF upon conversion of the loan, for interest payments and for the establishment fee was subject to shareholder approval which was received at the annual and special meeting that was held on September 11, 2013. Prior to receipt of shareholder approval, the loan bore interest at a rate of 10% per annum, payable on each calendar quarter in cash or Common Shares at a price per share equal to the 20-day VWAP as at the date the payment was due. Upon receipt of shareholder approval, the interest rate decreased to 8% per annum. The RCF Original Convertible Loan was secured by a cession of the shares of BC Dundee, a special notarial bond over the anthracite stockpile as at July 31, 2013 and a cession of a specified bank account into which all proceeds from the sale of such anthracite stockpile were transferred. In addition, BC Dundee provided a guarantee to RCF guaranteeing the payment and performance of all liabilities and obligations of the Company to RCF under the RCF Original Convertible Loan. The guarantee was limited to restrictions imposed by the South African Reserve Bank, if any. RCF Bridge Loan On February 4, 2014, the Company entered into the First Amended RCF Agreement for the secured RCF US$25 million Loan which comprised the RCF Bridge Loan, a convertible loan of up to US$15.0 million and a refinancing of the RCF Original Convertible Loan. On February 5, 2014, the Company closed the secured US$4.0 million (approximately R42.9 million) RCF Bridge Loan, being the first tranche of the RCF US$25 million Loan. The RCF Bridge Loan bore interest at 15% per annum, payable in arrears at the end of each month, in cash or Common Shares at a price per share equal to the 20-day VWAP as at the date the payment was due. The RCF Bridge Loan would roll up into the US$25 million Loan upon shareholder approval with the same terms and conditions as the RCF US$25 million Loan. The RCF Bridge Loan was secured by the security provided by the Company for the RCF Original Convertible Loan (other than the special notarial bond over the anthracite stock pile which was released as set out below). RCF Convertible Loan On July 3, 2014, after receiving shareholder approval at the special and annual general meeting held on June 27, 2014, BC Corp closed the final tranche of the RCF US$25 million Loan of US$15.0 million. Furthermore, the RCF Bridge Loan, the RCF Original Convertible Loan and the final tranche were rolled up into one facility, the RCF Convertible Loan, which was convertible at a price of C$0.1446 per Common Share and matured on June 30, 2019. The RCF Convertible Loan bore interest at 12% per annum, payable in arrears at the end of each month, in cash or Common Shares at a price per share equal to the 20-day VWAP as at the date the payment was due. There were two types of advances per the First Amended RCF Agreement in respect of the advance of the final tranche of US$15.0 million: - scheduled advances of funds by RCF to BC Corp of approximately US$4.8 million (approximately R48.5 million); and - equipment advances of approximately US$10.2 million (approximately R103.0 million), whereby funds were advanced by RCF directly to equipment suppliers on behalf of the Company. In terms of the First Amended RCF Agreement, RCF took a first ranking special notarial bond over the new equipment as specified in the First Amended RCF Agreement and acquired using the proceeds of the RCF Convertible Loan. In addition, RCF took second ranking security over BC Dundee's shares and all other moveable and immovable assets of the Company. In terms of IAS 39, Financial Instruments: Recognition and Measurement, the roll up of the loan was treated as a modification as the terms of the RCF Convertible Loan were not, by definition, substantially different from those of the RCF Bridge Loan and RCF Original Convertible Loan facilities. On March 27, 2015, BC Corp closed the Second Amended RCF Agreement and secured an additional US$4.0 million loan facility which was advanced as a bridge loan ("2015 Bridge Loan"). On June 19, 2015, upon the Company receiving shareholder approval at the annual and special meeting of shareholders, the 2015 Bridge Loan rolled over into the RCF Convertible Loan, under the same terms and conditions except for the amendments to the interest rate and conversion price on the full US$29.0 million facility as set out below. The 2015 Bridge Loan bore interest at a rate of 15% per annum, payable on the maturity date which was the earlier of the date on which the shareholder approval was received or June 30, 2015. No establishment fees were incurred on the 2015 Bridge Loan. Upon receipt of the shareholder approval, interest became payable in Common Shares at a price per share equal to the 20-day VWAP as at the date the payment was due. In addition, the interest rate on the RCF Convertible Loan was increased to 15% per annum and the conversion price was decreased to C$0.0469, a 25% discount to the 5-day VWAP as at January 30, 2015. In terms of IAS 39, Financial Instruments: Recognition and Measurement, the revised terms of the Second Amended RCF Agreement were considered substantially different to those of the RCF US$25 million Loan. Consequently, IAS 39 required an extinguishment of the RCF US$25 million Loan and the recognition of a new financial liability. A resultant loss on extinguishment of debt of R111.8 million was recognised during the year ended December 31, 2015, which had no cash flow impact on the Group. On December 2, 2015, BC Corp entered into the Third Amended RCF Agreement, whereby RCF agreed to the RCF Conversion in terms of which it will convert an aggregate of US$20.0 million of the RCF Convertible Loan into Common Shares over a two-year period at the conversion price of C$0.0469 per Common Share, subject to a minimum conversion of US$10.0 million in the first year. As a result of restrictions that prevented RCF from being able to exercise, this deadline has been extended indefinitely as at December 31, 2016. The RCF First Tranche Conversion of US$2.0 million was converted on December 3, 2015 on the closing of the transactions with RCF and Investec as described herein resulting in 56 963 752 Common Shares being issued to RCF. The balance of the RCF Convertible Loan will remain in place on existing terms, other than the interest being settled quarterly not monthly, and in respect of certain amendments to the interest provisions as detailed below: - Prior to the date of completion of the RCF Conversion, interest will be settled through the issuance of Common Shares, priced at the 20-day VWAP. Following the date of completion of the RCF Conversion, interest will be payable in cash subject to BC Dundee having paid Investec its scheduled principal repayment for the prior quarter. If Investec's principal repayment has not been made, RCF's interest will accrue until such time as Investec has been paid, subject to RCF's election for interest to be settled through the issuance of Common Shares. - As of the date the Company was delisted from the TSX, the percentage interest rate is determined as follows: - If the 20-day VWAP is greater than C$0.05 per Common Share then the interest rate will be 15% per annum; - If the 20-day VWAP is less than or equal to C$0.0313 per Common Share then the interest rate will be 24% per annum; and - If the 20-day VWAP is greater than C$0.0313 but less than C$0.05 per Common Share then the interest rate will be calculated as 0.0075/20-day VWAP. In terms of IAS 39, Financial Instruments: Recognition and Measurement, the revised terms of the Third Amended RCF Agreement were considered substantially different to those of the Second Amended RCF Agreement. Consequently, IAS 39 required an extinguishment of the RCF Convertible Loan as accounted for in terms of the Second Amended RCF Agreement and the recognition of a new financial liability. A resultant loss on extinguishment of debt of R84.0 million was recognised during the year December 31, 2015, which had no cash flow impact on the Group. The new financial liability has been recognised in two parts as set out below. In terms of the Third Amended RCF Agreement, RCF has also released all security held in respect of the RCF Convertible Loan, including the guarantee from BC Dundee. Effective September 30, 2016, the Company entered into an amended convertible loan agreement with RCF (the "2016 Amendment"), the terms of which were substantially agreed upon on September 30, 2016. In terms of the 2016 Amendment, RCF agreed to an interest holiday beginning July 1, 2016, with a reduction in the interest rate to 1.29% during the interest holiday period. In accordance with IAS 39, Financial Instruments: Recognition and Measurement, the terms of the 2016 Amendment were considered substantially different to the RCF convertible loan agreement, as amended on December 2, 2015. Consequently, IAS 39 required an extinguishment of the RCF convertible loan and the recognition of a new financial liability. A resultant loss on extinguishment of debt of R50.6 million was recognised during the year ended December 31, 2016, which had no cash flow impact on the Group. As of December 31, 2016, the Company was fully drawn on the US$27.0 million (R371.0 million) RCF Convertible Loan, after the RCF First Tranche Conversion. As of December 31, 2015, the Company had drawn US$27.0 million (R419.6 million). The movement in the RCF Convertible Loan is as follows: December 31, 2016 December 31, 2015 Opening balance 299 753 845 132 542 252 Extinguishment of debt 91 931 498 342 940 670 RCF First Tranche Conversion - (14 354 277) Loan proceeds - 74 395 051 Conversion option liability (38 266 953) (308 192 739) Loan issue costs - (134 253) Accretion expense 19 285 822 17 691 471 Effect of foreign currency exchange difference (36 415 990) 54 865 670 Long-term portion of RCF loan facilities 336 288 222 299 753 845 Conversion option liability The RCF Convertible Loan has been recognised in two parts, a component liability and a conversion option liability. An embedded derivative exists due to the convertible loan facility being denominated in US Dollars, the conversion feature being exercisable in Canadian Dollars and the functional currency being Rands. The component liability will be accreted to its face value of US$27.0 million (approximately R371.0 million) (year ended December 31, 2015: US$27.0 million (approximately R419.6 million)) using the effective interest rate method at approximately 5.3% (year ended December 31, 2015: 39.1%). The movement in the conversion option liability is as follows: December 31, 2016 December 31, 2015 Opening balance 124 378 349 54 088 555 Extinguishment of debt (3 017 257) (147 060 548) RCF First Tranche Conversion - (8 308 530) Conversion option liability - 308 192 739 Fair value adjustment (90 753 244) (93 781 283) Foreign currency translation adjustment 1 297 498 11 247 416 Closing balance 31 905 346 124 378 349 The initial carrying value of the conversion option liability at each advance was obtained using the Black-Scholes option pricing model and the following assumptions: expected volatility between 51% and 107%, life of between 3.9-5.0 years, risk-free interest rate of 0.5%-1.5% and expected dividend yield of 0%. The fair value of the conversion option liability at December 31, 2016 was obtained using the Black-Scholes option pricing model and the following assumptions: expected volatility of 91%, life of 2.5 years, risk-free interest rate of 0.8% and expected dividend yield of 0% (year ended December 31, 2015: expected volatility of 82%, life of 3.5 years, risk-free interest rate of 0.6% and expected dividend yield of 0%). Security In terms of the First Amended RCF Agreement, the Company was released from the security previously provided to RCF which included a special notarial bond over the anthracite stockpile at July 31, 2013, the cession of a specified bank account into which all the proceeds from the sale of such anthracite stockpile were transferred and security over BC Dundee's shares. In terms of the Third Amended RCF Agreement, RCF has released all security held in respect of the RCF Convertible Loan, including the guarantee from BC Dundee. Private Placement In addition to the above, BC Corp also entered into a subscription agreement with RCF on December 2, 2015, whereby RCF subscribed for an additional US$2.0 million (approximately R28.7 million) in equity. Pursuant to the Private Placement, RCF acquired 72 272 480 Common Shares at a price of C$0.0367 per Common Share. 21 ASSET RETIREMENT OBLIGATION December 31, 2016 December 31, 2015 Opening balance 17 656 218 21 422 396 Change in estimate 11 701 999 (3 766 178) - Included in property, plant and equipment 11 088 687 (4 242 640) - Reversal of provision (463 667) (31 771) - Unwinding of discount 1 076 979 508 233 Closing balance 29 358 217 17 656 218 Current portion (2 664 205) (2 664 205) Non-current portion 26 694 012 14 992 013 South African mining companies are required by law to undertake rehabilitation works as part of their ongoing operations. These environmental rehabilitation costs are funded by contributions into long-term investments held in the Trust (note 10). A provision is recognised based on the net present value of the estimated cost of restoring the environmental disturbance that has occurred at the statement of financial position date and is expected to be paid out within 17-19 years. The expected timing of the cash outflows in respect of the provision is on the closure of the various mining operations. However, certain current rehabilitation costs are charged to this provision as and when incurred. The provision is calculated using the following rates: December 31, 2016 December 31, 2015 Discount rate (%) 9.68 10.19 Inflation rate (%) 5.60 5.80 22 TRADE AND OTHER PAYABLES December 31, 2016 December 31, 2015 Trade payables 100 730 476 108 928 655 Audit fees 1 158 860 1 099 190 Receiver of Revenue - VAT 16 542 599 - Deferred revenue 21 882 268 1 298 219 Sundry payables and accruals 7 244 432 39 588 615 Leave pay provision 10 703 779 10 486 295 Total 158 262 414 161 400 974 The fair value of trade and other payables approximates their carrying amount, as the impact of discounting is not considered significant. Included in trade payables as of December 31, 2016 is R60.5 million (December 31, 2015: R64.9 million) owing to STA. Of this amount, R6.0 million (December 31, 2015: R25.6 million) has been deferred for repayment on terms agreed with STA. Interest is accruing monthly on the deferred amount at the prime bank overdraft rate in South Africa. The carrying amounts of the Group's trade and other payables are denominated in the following currencies: December 31, 2016 December 31, 2015 Canadian Dollars 2 651 694 8 903 998 United States Dollars 1 957 564 2 817 333 Rands 153 609 919 149 646 814 Great Britain Pound 43 237 32 829 Total 158 262 414 161 400 974 23 CURRENT TAX ASSETS AND LIABILITIES December 31, 2016 December 31, 2015 Current tax assets: Tax refund receivable - 51 516 Total - 51 516 Current tax liabilities: Income tax payable 5 765 822 - Withholding tax payable 3 009 538 - Total 8 775 360 - 24 FINANCIAL INSTRUMENTS BY CATEGORY The Company's financial assets and financial liabilities as at December 31, 2016 and December 31, 2015 were as follows: Financial instruments Loans and Fair value Liabilities at Other Total receivables through profit fair value liabilities at or loss through profit amortised cost or loss December 31, 2016 Trade and other receivables (excluding non-financial assets) 74 865 191 - - - 74 865 191 Investments in financial assets - 41 633 486 - - 41 633 486 Cash (excluding restricted cash) 13 753 934 - - - 13 753 934 Non-interest bearing receivables 1 902 205 - - - 1 902 205 Investec borrowings - - - (161 016 413) (161 016 413) RCF loan facilities - - (31 905 346) (336 288 222) (368 193 568) Trade and other payables (excluding non-financial liabilities) - - - (119 837 547) (119 837 547) Financial instruments Loans and Fair value Liabilities at Other Total receivables through profit fair value liabilities at or loss through profit amortised cost or loss December 31, 2015 Trade and other receivables (excluding non-financial assets) 65 247 651 - - - 65 247 651 Investments in financial assets - 35 674 589 - - 35 674 589 Cash (excluding restricted cash) 20 365 446 - - - 20 365 446 Non-interest-bearing receivables 1 697 948 - - - 1 697 948 Investec borrowings - - (2 144 609) (169 250 278) (171 394 887) RCF loan facilities - - (124 378 349) (299 753 846) (424 132 195) Trade and other payables (excluding non-financial liabilities) - - - (160 102 755) (160 102 755) 25 CASH UTILISED IN OPERATIONS December 31, 2016 December 31, 2015 Loss before income tax (37 369 093) (546 469 100) Adjusted for: Depreciation and amortization 57 025 518 76 151 497 Impairment of property, plant and equipment and goodwill and other intangible assets - 137 889 236 Unrealised foreign exchange (gain)/loss-net (37 092 233) 66 739 574 Impairment of trade receivables 881 (881) Net loss on disposal of property, plant and equipment 4 008 157 3 602 813 Fair value adjustment on investments in financial assets (819 006) (1 637 192) Fair value adjustment on conversion option and warrant liability (92 543 617) (100 588 904) Reversal of asset retirement obligation provision (463 664) (31 771) Stock-based compensation 10 314 388 799 149 Penalties 1 517 752 - Loss on remeasurement on assets held for sale - 10 833 333 Loss on extinguishment of debt 50 647 288 195 880 122 Shares issued to directors and management - 2 329 585 Finance income - cash (1 547 684) (849 975) Finance cost - cash 21 104 264 13 929 495 Finance cost - non-cash 51 567 993 76 371 420 Net changes in working capital 25 727 553 13 567 704 Cash utilised in operations 52 078 497 (51 483 895) 26 RELATED PARTIES The Company has entered into the following transactions in the ordinary course of business with related parties: December 31, 2016 December 31, 2015 Payments for services rendered RCF(1) 909 173 3 408 092 Total 909 173 3 408 092 The following balances were outstanding at the end of the reporting period: December 31, 2016 December 31, 2015 Related party payables RCF(1) 2 342 508 9 284 251 Total 2 342 508 9 284 251 These amounts are unsecured and non-interest-bearing with no fixed terms of repayment. (1) RCF is a related party to the Company as a result of owning a controlling investment in the Company and having a representative, Mr. David Thomas on the Board of Directors of the Company. As set out in the third amended and restated convertible loan agreement with RCF, RCF has invoiced the Company for costs incurred relating to the loan facilities, which are disclosed above. In addition to these costs, the Company settled interest on the RCF Convertible Loan in Common Shares during the financial year ended December 31, 2016, which amounted to R29.2 million (year ended December 31, 2015: R51.6 million) (note 17). Compensation of key management personnel In accordance with IAS 24 - Related-Party Disclosures, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company. The remuneration of directors and other members of key management personnel (officers) during the period was as follows: December 31, 2016 December 31, 2015 Short-term benefits 15 902 633 16 861 296 Share-based payments 176 514 799 149 Total 16 079 147 17 660 445 During the year ended December 31, 2016, 600 000 share options were granted to officers of the Company on August 26, 2016, with a portion vesting immediately and the balance vesting over a two-year period (year ended December 31, 2015: 3 899 397 share options). The fair value of these share options were estimated to be a negligible amount using the Black-Scholes option pricing model (year ended December 31, 2015: R1.2 million). In July 2015, RSUs to the value of C$0.1 million were settled through the issuance of 2 083 333 Common Shares at a price of C$0.048. Amounts owing to directors and other key management personnel were R1.2 million as of December 31, 2016 as compared to R0.2 million at December 31, 2015. 27 COMMITMENTS AND CONTINGENCIES Management Contracts Certain management contracts require that payments of approximately R3.1 million be made upon the occurrence of a change of control, other than a change of control attributable to RCF. As no triggering event has taken place, no provision has been recognised as of December 31, 2016. STA Contract Mining Agreement In terms of the STA Contract Mining Agreement, STA is mining four sections at Magdalena underground mine at a fixed contract mining fee per tonne, effective October 31, 2015. The STA Contract Mining Agreement has a three year term, and the option for a further two year extension if agreed to by all parties. In terms of the STA Equity Settlement Agreement, a portion of the contract mining fees will be settled in Common Shares, in order to further alleviate cash flow pressures. The STA Contract Mining agreement can be terminated on 60 days notice for which period the Company will be liable for payment for the tonnes mined at the fixed rate per tonne. Capital Commitments Capital expenditures contracted for at the statement of financial position date but not recognised in the consolidated financial statements are as follows: December 31, 2016 December 31, 2015 Property, plant and equipment 2 919 134 1 754 679 In terms of Regulation 8.10 of the Mine Health and Safety Act, 29 of 1996 Regulations, the Company is required to take reasonably practicable measures to ensure that pedestrians are prevented from being injured as a result of collisions between trackless mobile machines and pedestrians, by way of the installation of proximity devices on specified machines. The Company is currently investigating its options in this regard. The Company has proposed the phase in of such devices over a five year period. Environmental and Regulatory Contingency The Company's mining and exploration activities are subject to various laws and regulations governing the environment and mine operations. These laws and regulations are continually changing and generally becoming more restrictive. The Company believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to continue to comply with such laws and regulations. Effective November 20, 2015, regulations governing financial provisions for asset retirement obligations was transitioned from the Mineral and Petroleum Resources Development Act ("MPRDA") to the National Environmental Management Act ("NEMA"). There is currently substantial uncertainty regarding the revised requirements for financial provisions pursuant to NEMA. Management is currently seeking clarification of the revised requirements in order to determine the expected impact of the change, which may result in a significant increase to the asset retirement obligation. One of the key changes in the requirements is that closure cost assessment now has to be based on a "Sudden Closure" assessment and third party rates whereas pursuant to the MPRDA, it was based on the end of mine life and prescribed rates. Uncertainty exists around the transitional arrangements although the implementation date of the new Act is expected to be February 20, 2019. Outstanding Legal Proceedings On March 20, 2015, the Association of Mineworkers and Construction Union ("AMCU") brought an application against BC Dundee and Zinoju Coal (Pty) Ltd ("Zinoju") in the Labour Court of South Africa pertaining to the retrenchment process undertaken in terms of Section 189A of the South Africa Labour Relations Act ("LRA") which was concluded in March 2015. The matter was heard by the Labour Court on April 14, 2015, and on April 24, 2015, the Labour Court dismissed the application brought by AMCU with costs. AMCU appealed the judgement and the appeal was heard by the Labour Appeal Court on November 4, 2015. On May 11, 2016, the Labour Appeal Court dismissed AMCU's appeal with no order as to costs. This matter is now closed. On April 20, 2015, the trustees of the Avemore Trust brought an application in the High Court of South Africa against, among others, the South African Minister of Mineral Resources ("the Minister"), BC Dundee and Zinoju in respect of Mining Right 174 ("MR174"). In terms of the application, the trustees of the Avemore Trust challenged the decision by the Minister, subsequent to an internal appeal process concluded during September 2014, to grant a converted mining right to BC Dundee and to grant consent for the cession of the converted mining right to Zinoju. There have been various settlement offers between the parties, but should settlement not be reached, BC Dundee and Zinoju intend to oppose the application. The Company's external legal team, including senior counsel have advised of a defendable case in terms of Avemore Trust's approach to the matter. The legal process on this matter is currently ongoing. On August 27, 2015, notice was received from the Minister that Mining Right 301 ("MR301") had been withdrawn together with the approval by the Regional Manager of the Environmental Management Plan in respect of MR301 (the "Ministerial Decision"). The reasons given by the Minister for the Ministerial Decision are procedural issues in respect of the award process, in relation to an objection received from Avemore Trust in October 2013 against the awarding of the right. On September 15, 2015, an urgent court order was granted, pending final determination, for the Ministerial Decision to be of no force and effect, to interdict the Minister from awarding MR301 to any other party and for the Company to continue to mine in terms of MR301. A review application was instituted by the Company in October 2015 to obtain final relief in the form of an order setting aside the Ministerial Decision. On March 23, 2016, Avemore Trust filed a counter application for the Ministerial Decision to be remitted for consideration by the Minister. The Company's external legal team, including senior counsel have indicated a strong likelihood of the review application being successful. The legal process on this matter is currently ongoing. SARS Correspondence During the year ended December 31, 2016, BC Dundee received a letter of demand from SARS with regards to an investigation conducted by them on diesel refunds claimed by BC Dundee under the South African Customs and Excise Act, 91 of 1964. As per the notification, the SARS Commissioner has disallowed diesel refunds in the amount of R13.8 million (including interest) for the period December 2012 to February 2016. The Company applied to SARS to suspend payment, however, this request was denied. SARS has requested payment in three equal instalments of R4.9 million between March 2017 and May 2017. The Company requested SARS to enter into more favorable instalment terms and is awaiting feedback from SARS. The Company has disputed the disallowance of diesel refunds and believes it has a defendable case, however, the amount of R13.8 million has been included in trade and other payables. During the year ended December 31, 2016, Zinoju received correspondence from SARS after conducting an audit of the 2012 to 2014 tax returns, disallowing an expense claimed in the 2012 tax return. The total exposure is approximately R3.0 million plus penalties of R1.5 million and interest of R1.8 million, all of which have been provided for as at December 31, 2016. The Company raised an objection to SARS disputing the penalties and interest levied, however, the objection was disallowed. The Company is currently drafting an appeal to the SARS Commissioner to defend its case. 28 SUBSEQUENT EVENTS Issuance of Share Capital Subsequent to December 31, 2016, the Company issued additional shares to STA in settlement of a portion of the contract mining fees for the period October 1, 2016 and December 31, 2016. An additional 4 286 908 Common Shares were issued based on an agreed share price of C$0.05. Investec facility revised terms The Magdalena mine current LOM has a main development panel, which is Panel 417. It is critical this panel be developed to allow the mine's sections with enough pit room. Based on drilling results in panel 417, a dyke of 22 meters thick, with a 13.5 meter down-throw was intersected. In terms of the life of mine planning for Magdalena, the mine must develop through this dyke in order to establish pit-room and access the LOM block towards South-West of the reserves. Funding was required for this development, and Investec was approached to make the undrawn R22.0 million Working Capital Facility available for this purpose. Investec has agreed to release the funds, subject to agreement being reached on the following revised terms and conditions: - The Panel 417 project implementation shall be reviewed and its completion verified by a Project Oversight Committee appointed by Investec. - Investec agrees to not exercise its rights arising from events of default until July 15, 2017. - Investec will review the terms and conditions of the facility after July 15, 2017, with a view to agreeing terms and conditions of an extension of the final maturity date for a period of no less than 2 years, subject to the project having been successfully completed to the Project Oversight Committee's satisfaction. - Investec will release the R22.0 million as working capital for the purpose of ensuring the project is completed timeously. - A Life of Mine Royalty ("LOMR") shall be payable to Investec on all bituminous coal sales with effect from July 1, 2017, calculated at a rate of 3.54% on all bituminous coal sold. - If all amounts owing under the facility are paid on or before June 30, 2018, the Company shall pay Investec a fee equal to the greater of the aggregate amount of the LOMR which was payable until the date of repayment, and R22.0 million, minus the aggregate amount of the LOMR which was paid to Investec up to that date. The LOMR shall be terminated if the facilities are fully repaid before June 30, 2018. On February 22, 2017, the Company accepted and agreed to Investec's revised terms and conditions to the term loan and revolving credit facility and is currently negotiating a formal amendment to the loan agreement. Other Matters Except for the matters discussed above, no other matters which management believes are material to the financial affairs of the Company have occurred between the statement of financial position date and the date of approval of the financial statements. March 28, 2017 Sponsor: Questco Proprietary Limited Date: 28/03/2017 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

A proposed specific repurchase, details of the annual general meeting and no change statement Brimstone Investment Corporation Limited (Incorporated in the Republic of South Africa) Registration number 1995/010442/06 Share Code: BRT ISIN: ZAE000015277 Share Code: BRN ISIN: ZAE000015285 ("Brimstone" or "the Company") A proposed specific repurchase of Brimstone Ordinary and "N" Ordinary shares, details of the annual general meeting and no change statement Specific Repurchase 1. Introduction Shareholders are advised that Brimstone intends proposing a specific repurchase of 2 137 000 Brimstone Ordinary shares and 4 809 174 "N" Ordinary shares from Septen Investments Proprietary Limited ("Septen"), a wholly-owned subsidiary of Brimstone ("the Specific Repurchase"), at the Company's annual general meeting ("AGM"). The Specific Repurchase is subject to the provisions of the Memorandum of Incorporation of the Company, the Companies Act, No. 71 of 2008 ("the Companies Act") and the JSE Limited ("JSE") Listings Requirements, where applicable. 2. Terms of the Specific Repurchase 2.1. The Specific Repurchase will be effected through the repurchase of Ordinary and "N" Ordinary shares by the Company from Septen as follows: 2.1.1. 2 137 000 Brimstone Ordinary shares at a price of R14.76 per Ordinary share, being the closing price of Brimstone Ordinary shares on 15 March 2017, with a total value of R31 542 120; and 2.1.2. 4 809 174 Brimstone "N" Ordinary shares at a price of R15.00 per "N" Ordinary share, being the closing price of Brimstone "N" Ordinary shares on 15 March 2017, with a total value of R72 137 610. 2.2. The Specific Repurchase represents 4.998% of Brimstone Ordinary shares in issue and 2.001% of Brimstone "N" Ordinary shares in issue, respectively, as at the date of the notice of AGM. 2.3. The Brimstone Ordinary shares and "N" Ordinary shares to be repurchased in terms of the Specific Repurchase are reflected as treasury shares in the consolidated annual financial statements of Brimstone. Subsequent to the Specific Repurchase, application will be made to the JSE for the cancellation and delisting of the 2 137 000 Ordinary shares and 4 809 174 "N" Ordinary shares. 2.4. After the Specific Repurchase, 2 136 074 Brimstone Ordinary shares and 33 443 442 Brimstone "N" Ordinary shares will be held as treasury shares respectively. 3. Impact of the Specific Repurchase on financial information The impact of the Specific Repurchase has been investigated and as the Specific Repurchase involves existing treasury shares, the Board of directors can confirm that the implementation of the Specific Repurchase has no impact on the financial information of Brimstone, other than reducing the share capital of the Company. Brimstone's issued Ordinary shares will decrease by 2 137 000 Ordinary shares and Brimstone's issued "N" Ordinary shares will decrease by 4 809 174 "N" Ordinary shares. 4. Salient dates and times The salient dates and times for the Specific Repurchase and the AGM are as follows: 2017 Last day to trade to be entitled to attend, participate and Tuesday, 2 May vote at the AGM Record date to be entitled to attend, participate and vote at Friday, 5 May the AGM Form of proxy to be received by 17:00 on Monday, 8 May AGM to be held at 19:00 at Old Mutual Business School, Wednesday, 10 May Presentation Room, West Campus Building, Jan Smuts Drive, Pinelands, Cape Town on Results of the AGM to be released on SENS on Wednesday, 10 May Cancellation and delisting of 2 137 000 Ordinary shares and Friday, 19 May 4 809 174 "N" Ordinary shares on or about Notes: 1. All times indicated above are South African times. 2. These dates and times are subject to amendment. Any such amendment will be released on SENS. Notice of AGM The special resolution proposing the Specific Repurchase, which includes full details of the Specific Repurchase as required by the JSE Listings Requirements and the Companies Act, is contained in the notice of AGM which forms part of the Company's integrated report. No change statement Further to Brimstone's reviewed results for the year ended 31 December 2016, published on SENS on 27 February 2017, the integrated report for the year ended 31 December 2016 and notice of AGM was dispatched to shareholders on 28 March 2017. The integrated report contains no material modifications to the aforementioned published reviewed results. The integrated report is also available on the Company's website (www.brimstone.co.za). Cape Town 28 March 2017 Investment Bank, Corporate Advisor and Sponsor Nedbank Corporate and Investment Banking Date: 28/03/2017 04:53:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.