Pan African Resources Plc - Successful Inaugural Notes Issuance

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”)

SUCCESSFUL INAUGURAL NOTES ISSUANCE AND LISTING OF NEW FINANCIAL INSTRUMENTS

The Group and PAR Funding Company are pleased to announce that, following an oversubscribed bookbuild for Senior Second Ranking Secured Sustainability-linked Notes (“Notes”) on 8 December 2022, it will issue Notes to the value of R800 million (US$46.4 million at an exchange rate of US$/ZAR17.23).

Investors are advised that the listing date of the Notes will be Tuesday, 13 December 2022.

Cobus Loots, Chief Executive Officer of Pan African Resources, said: “We are delighted to be the first mining company to issue a sustainability-linked bond in the South African market. These instruments will further diversify our funding sources, with the proceeds of the issuance applied towards Pan African’s attractive growth project pipeline.”

Final terms of the inaugural issue of the Notes under its ZAR5 billion domestic medium term note programme dated 6 December 2022 are set out below:

Debt security code:	PARS01	PARS02
ISIN:	ZAG000192758	ZAG000192766
Type of debt security:	Senior Second Ranking Secured	Senior Second Ranking Secured
Listing:	Sustainability segment of the JSE	Sustainability segment of the JSE
Guarantors:	Pan African Resources Plc; Evander Gold Mining Proprietary Limited; Barberton Mines Proprietary Limited; Evander Gold Mines Proprietary Limited; and Pan African Resources SA Holdings Proprietary Limited	Pan African Resources Plc; Evander Gold Mining Proprietary Limited; Barberton Mines Proprietary Limited; Evander Gold Mines Proprietary Limited; and Pan African Resources SA Holdings Proprietary Limited
Issue date:	13 December 2022	13 December 2022
Issue price:	100%	100%
Nominal amount per note:	ZAR1,000,000	ZAR1,000,000
Aggregate nominal amount:	ZAR585,000,000	ZAR215,000,000
Reference rate:	3 Month ZAR-JIBAR	3 Month ZAR-JIBAR
Margin:	360 basis points to be added to the Reference Rate	375 basis points to be added to the Reference Rate
Interest commencement date:	13 December 2022	13 December 2022
Interest payment basis:	Floating Rate	Floating Rate
Interest rate determination date(s):	13 March, 13 June, 13 September and 13 December (or the first Business Day of each Interest Period) of each year until the Maturity Date, with the first Interest Rate Determination Date being 8 December 2022	13 March, 13 June, 13 September and 13 December (or the first Business Day of each Interest Period) of each year until the Maturity Date, with the first Interest Rate Determination Date being 8 December 2022
First interest payment date:	13 March 2023, 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	13 March 2023, 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:	13 March, 13 June, 13 September and 13 December, 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	13 March, 13 June, 13 September and 13 December, 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 2 March, 2 June, 2 September and 2 December, of each year until the Maturity Date, or if such day is not a Business Day, the Business Day before each Books Closed Period	By 17h00 on 2 March, 2 June, 2 September and 2 December, 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 3 March to 12 March, 3 June to 12 June, 3 September to 12 September and 3 December to 12 December of each year until the Maturity Date (all dates inclusive), or if any early redemption occurs, 10 Days prior to the actual Redemption Date	The Register will be closed from 3 March to 12 March, 3 June to 12 June, 3 September to 12 September and 3 December to 12 December of each year until the Maturity Date (all dates inclusive), or if any early redemption occurs, 10 Days prior to the actual Redemption Date
Business day convention:	Following Business Day	Following Business Day
Maturity date:	13 December 2025	13 December 2027
Final maturity amount:	100%	100%
Summary of additional terms:	Please refer to Appendix 1 of the Applicable Pricing Supplement relating to Sustainability-Linked Bonds	Please refer to Appendix 1 of the Applicable Pricing Supplement relating to Sustainability-Linked Bonds
Total Programme amount authorised:	ZAR5,000,000,000	ZAR5,000,000,000
Dealer:	Rand Merchant Bank, a division of FirstRand Bank Limited	Rand Merchant Bank, a division of FirstRand Bank Limited

Copies of the applicable pricing supplements, including the sustainability-linked framework and the Independent Sustainability Advisor’s signed opinion, can be downloaded from the Pan African website at https://www.panafricanresources.com/investors/domestic-medium-term-note-programme/ and https://www.panafricanresources.com/investors/sustainability-linked-finance-framework/, respectively.

Certain information communicated in this announcement was, prior to its publication, inside information for the purposes of Article 7 of Regulation 596/2014.

Rosebank

9 December 2022

JSE Debt Sponsor Legal Advisor Questco Corporate Advisory Proprietary Limited Bowman Gilfillan Inc. Paying Agent, Issuer Agent, Transfer Agent and Settlement Agent First Rand Bank Limited (acting through its Rand Merchant division)