PAF Pan African Resources Plc

Pan African Resources PLC

(Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 3937466 on 25 February 2000)

Share code on AIM: PAF

Share code on JSE: PAN

ISIN: GB0004300496

ADR ticker code: PAFRY

("Pan African" or the "Company" or the "Group")

Pan African Resources Funding Company Limited

Incorporated in the Republic of South Africa with limited liability

Registration number: 2012/021237/06

Alpha code: PARI

("PAR Funding Company" or the "Debt Issuer")

Debt security code:

PARS03

ISIN:

ZAG000209834

Type of debt security:

Senior Second Ranking Secured

Listing:

Sustainability segment of the JSE

Guarantors:

Pan African Resources Plc;

Evander Gold Mining Proprietary Limited;

Barberton Mines Proprietary Limited;

Evander Gold Mines Proprietary Limited;

Pan African Resources SA Holdings Proprietary Limited;

Evander Solar Solutions Proprietary Limited;

Mogale Tailings Retreatment Proprietary Limited;

Mogale Gold Proprietary Limited; and

Mintails SA Soweto Cluster Proprietary Limited

Issue date:

22 October 2024

Issue price:

100%

Nominal amount per note:

ZAR1,000,000

Aggregate nominal amount:

ZAR840,000,000

Reference rate:

3 Month ZAR-JIBAR, or in the event that the ZAR-JIBAR- ceases to apply, such other rate as may be determined by the Calculation Agent and notified to the Noteholders pursuant to Condition 21 (Notices)

Margin:

305 basis points to be added to the Reference Rate

Interest commencement date:

22 October 2024

Interest payment basis:

Floating Rate

Interest rate determination date(s):

22 December, 22 March, 22 June and 22 September (or the first Business Day of each Interest Period) of each year until the Maturity Date, with the first Interest Rate Determination Date being 17 October 2024

First interest payment date:

22 December 2024, or, if such day is not a Business Day, the Business Day on which interest will be paid, as determined in accordance with the Applicable Business Day Convention

Interest payment dates:

22 December, 22 March, 22 June and 22 September, of each year until the Maturity Date or, if such day is not a Business Day, the Business Day on which interest will be paid, as determined in accordance with the Applicable Business Day Convention

Last day to register:

By 17h00 on 16 December, 16 March, 16 June and 16 September of each year until the Maturity Date, or if such day is not a Business Day, the Business Day before each Books Closed Period

Books close:

The Register will be closed from 17 December to 21 December, 17 March to 21 March, 17 June to 21 June and 17 September to 21 September and of each year until the Maturity Date (all dates inclusive), or if any early redemption occurs, 5 Days prior to the actual Redemption Date

Business day convention:

Following Business Day

Maturity date:

22 March 2028

Instalment Amounts (expressed as a percentage of the aggregate Nominal Amount of the Notes):

25% on 22 March 2026;

25% on 22 March 2027; and

50% on 22 March 2028

Summary of additional terms:

Please refer to Appendix 1 of the Applicable Pricing Supplement relating to Sustainability-Linked Bonds

Total Programme amount authorised:

ZAR5,000,000,000

Dealer:

Rand Merchant Bank, a division of FirstRand Bank Limited

Full name:

Mintails SA Soweto Cluster Proprietary Limited

Mogale Gold Proprietary Limited

Mogale Tailings Retreatment Proprietary Limited

Evander Solar Solutions Proprietary Limited

Registration number:

2003/011659/07

1996/010274/07

2022/508458/07

2019/586862/07

Registered address:

The Firs, 2nd Floor, Office 2024, Cnr Biermann and Cradock Avenues, Rosebank, Johannesburg, Gauteng South Africa, 2196

The Firs, 2nd Floor, Office 2024, Cnr Biermann and Cradock Avenues, Rosebank, Johannesburg, Gauteng South Africa, 2196

The Firs, 2nd Floor, Office 2024, Cnr Biermann and Cradock Avenues, Rosebank, Johannesburg, Gauteng South Africa, 2196

The Firs, 2nd Floor, Office 2024, Cnr Biermann and Cradock Avenues, Rosebank, Johannesburg, Gauteng South Africa, 2196

General business:

Gold reclamation from sand and slime surface tailings dumps

Gold reclamation from sand and slime surface tailings dumps.

Gold reclamation from sand and slime surface tailings dumps.

A solar photovoltaic renewable energy plant located in Evander and the planned development of a solar PV renewable energy plant at Barberton Mines and the extension of Evander Mines' solar PV renewable energy plant.

Full names of directors:

Jacob Johannes Moolman

Craig Richard Le Court De Billot

Orhovelani Oriel Shikwambana

Jacob Johannes Moolman

Craig Richard Le Court De Billot

Orhovelani Oriel Shikwambana

Marileen Kok

Jacobus Albertus Johannes Loots

Orhovelani Oriel Shikwambana

Itumeleng Annah Phoshoko

Marileen Kok

Jacobus Albertus Johannes Loots

Debt security code:

PARS01

ISIN:

ZAG000192758

Nominal amount before reduction:

R585 000 000

Reduction in nominal amount:

R437 876 000

Nominal amount after reduction:

R147 124 000

Exchange price:

101.158978

Record date:

21 October 2024