Atlatsa Resources Corporation - Early Warning Press Release

VANCOUVER, Jan.15, 2014 /PRNewswire/ - This press release is being disseminated by Atlatsa Holdings Proprietary Limited (formerly Pelawan Investments Proprietary Limited) ("Atlatsa Holdings"), as beneficiary of the Pelawan Trust, and by Pelawan Finance SPV Proprietary Limited (previously known as Central Plaza Investments 78 Proprietary Limited) ("Pelawan SPV"), a wholly owned subsidiary of Atlatsa Holdings, each of 4th Floor, 82 Grayston Drive, Sandton, South Africa 2146 as required by National Instrument 62-103 – The Early Warning System and Related Take Over Bids and Insider Reporting Issues.

On January 14, 2014, Atlatsa Holdings, as beneficiary of the Pelawan Trust, through its wholly-owned subsidiary Pelawan SPV, converted a previously acquired convertible instrument (a "Convertible Security") that, upon such conversion, provided Pelawan SPV with an aggregate of 111,600,000 common shares (the "Pelawan Shares") of Atlatsa Resources Corporation (formerly Anooraq Resources Corporation) ("Atlatsa"). Concurrently with this transaction, Rustenburg Platinum Mines Limited ("RPM"), a wholly-owned subsidiary of Anglo American Platinum Limited converted previously acquired Convertible Securities that, upon such conversion provided RPM with an aggregate of 115,800,000 common shares of Atlatsa (the "RPM Shares"). The RPM Shares were issuable to Pelawan SPV and then to be transferred to RPM pursuant to the terms and conditions of the Convertible Securities and related contractual arrangements.  Pelawan SPV directed Atlatsa to issue the RPM Shares directly to RPM.

Following the conversion of the Convertible Securities, pursuant to a framework agreement with Atlatsa, Plateau Resources Proprietary Limited, Atlatsa Holdings, RPM and Pelawan SPV dated March 27, 2013 (the "Framework Agreement"), Pelawan SPV has transferred or will transfer the Pelawan Shares, equal to approximately 26.0% of the outstanding common shares in Atlatsa on a fully-diluted basis, to the Pelawan Trust to be held in trust for Atlatsa Holdings.  In addition, Pelawan SPV will transfer a further 56,691,303 common shares in Atlatsa (the "Additional Pelawan Shares") to the Pelawan Trust to be held in trust for Atlatsa Holdings, which will reduce Pelawan SPV's holdings of Atlatsa common shares to 0.  Atlatsa Holdings previously had beneficial ownership and control over the Additional Pelawan Shares as Pelawan SPV is a wholly-owned subsidiary of Atlatsa Holdings.

Following the conversion of each of the Convertible Securities, pursuant to the Framework Agreement, RPM will sell the RPM Shares, equal to approximately 26.97% of the outstanding common shares in Atlatsa on a fully-diluted basis, to the Pelawan Trust to be held in trust for Atlatsa Holdings.  Following the acquisition by Atlatsa Holdings of the Pelawan Shares and the RPM Shares pursuant to the Framework Agreement and the acquisition of the Additional Pelawan Shares, Atlatsa Holdings will hold, directly or indirectly, 342,896,438 common shares in Atlatsa, which will be equal to 79.89% of the outstanding common shares of Atlatsa on a fully-diluted basis. 

Immediately after the conclusion of the above transactions and all of the other transactions contemplated by the Framework Agreement, each of which is conditional upon the completion of all of the other transactions contemplated under such agreement, Atlatsa Holdings will hold, directly or indirectly, through the Pelawan Trust 342,896,438 common shares in Atlatsa, which will be equal to 61.86% of the outstanding common shares of Atlatsa on a fully-diluted basis.

The Pelawan Shares and the RPM Shares will be acquired by Pelawan SPV and RPM, respectively, pursuant to conversion rights existing under Convertible Securities previously acquired by the parties in July 2009 for no additional consideration.  The RPM Shares will be transferred to Atlatsa Holdings for aggregate consideration of R463 million (approximately Cnd$46,763,000[1]), which will be paid by way of a vendor financed loan from RPM.  The Pelawan Shares and the Additional Pelawan Shares will be transferred to the Pelawan Trust to be held in trust for Atlatsa Holdings for no consideration by way of a dividend in specie.

The transactions under the Framework Agreement are being undertaken in connection with a series of debt and equity restructuring and refinancing transactions being undertaken by Atlatsa ("Restructuring Plan").  Full details of the Restructuring Plan transactions are set out in the joint news release dated March 27, 2013 (and re-disseminated on April 9, 2013) and available on Atlatsa's SEDAR profile at www.sedar.com.

The Pelawan Shares, the RPM Shares and the Additional Pelawan Shares will be acquired by Atlatsa Holdings for investment purposes only.  Atlatsa Holdings has no current intention of acquiring any further securities of Atlatsa.  Depending upon relevant economic and market conditions prevailing from time to time, Atlatsa Holdings may determine to acquire additional common shares of Atlatsa in the open market or through privately negotiated transactions or otherwise or to dispose of any or all common shares of Atlatsa owned or controlled by it, subject to and in accordance with the terms and conditions governing its shareholding in Atlatsa pursuant to the Restructuring Plan transaction agreements for purposes of maintaining Atlatsa's black economic empowerment status and the repayment of the Atlatsa Holdings Loan which will be secured against its shareholdings in Atlatsa.

An early warning report in respect of the above transactions will be filed with the relevant Canadian securities regulatory authorities.  Copies of such reports may be obtained from SEDAR at www.sedar.com or by contacting Harold Motaung at +27 11 779 6800.

[1] Based on Bank of Canada's noon exchange rate of 0.1010 for conversion of South African rand into Canadian dollars on January 14, 2014.

SOURCE Atlatsa Resources Corporation



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