The boards of directors of Amplats, a 79% held subsidiary of Anglo American plc, and Anooraq Resources Corporation ("Anooraq") (collectively "the parties") announced that they have agreed the key terms in respect of a transaction to restructure, recapitalise and refinance Anooraq and the Bokoni group of companies ("Bokoni group") (the "transaction"). Transaction rationale In April 2011 the parties initiated a detailed review of the technical assumptions informing the original transaction and its associated financing structure. The review has resulted in the parties agreeing to a new strategic approach and operating plan for the Bokoni group, as well as a recapitalisation and refinancing plan to facilitate its new growth plan. The new strategic plan for the Bokoni group results in the disposal of undeveloped PGM ounces to Amplats, recapitalisation and refinancing of Anooraq and the Bokoni group, together with accelerated production growth at Bokoni Platinum Mine. Results of technical review The emphasis for Bokoni Platinum Mine going forward will be its new Brakfontein Merensky and Middelpunt Hill ("MPH") UG2 expansion projects currently under development, while the mature Merensky operations at Vertical and UM2 shafts will terminate within the next five years. This will allow management to focus on an accelerated development plan for Bokoni Platinum Mine's lower cost new shaft operations, which will replace existing production from mature, high cost operations by 2016. Results of financial review Anooraq assumed ZAR1.7 billion (USD213 million) of acquisition debt to finance the original transaction. In addition, Anooraq assumed a ZAR750 million (USD94 million) cashflow shortfall facility to fund its operating and capital cashflow requirements at Bokoni Platinum Mine between 2009 and 2012. With effect from 28 April 2011, Amplats assumed all of Anooraq's outstanding debt facilities. At 31 December 2011, Anooraq's attributable debt, including capitalised interest, had increased to approximately ZAR3 billion (USD375 million). This has resulted in a highly leveraged balance sheet position for Anooraq, which management considers excessive and undesirable in light of current global economic conditions and risks related to being highly leveraged (as described in Anooraq's annual information form for the year ended 31 December, 2010 available on SEDAR at www.sedar.com). The parties have agreed to refinance, deleverage and recapitalise the Anooraq and Bokoni group balance sheets, with current debt terms to be revised, in order to ensure that both Anooraq and the Bokoni group are fully funded on a sustainable basis to finance Bokoni Platinum Mine's growth plans through to 2020. The Parties have agreed to implement this financial restructure plan on the basis described in the transaction overview below. Transaction overview The key features of the transaction include, inter alia: *Amplats will, through a series of related transactions, acquire the whole of the Boikgantsho project and the Eastern section of the Ga- Phasha project. On implementation of these transactions, the effective net consideration of ZAR1.7 billion received by Anooraq will be applied to reduce its approximately ZAR3.0 billion debt owing to Amplats. *The parties will enter into an interest standstill agreement with respect to existing debt owing to Amplats effective 1 July 2011 through to 30 April 2012. This translates into an interest saving of approximately ZAR300 million (USD37.5 million) for Anooraq over the standstill period. *The net effect of the asset disposal and application of the proceeds thereof against existing debt, together with the interest standstill agreement described above is that Anooraq's existing attributable debt owing to Amplats will reduce by 66% from approximately ZAR3 billion (USD375 million) to approximately ZAR1 billion (USD125 million). *The historical debt balance owing by Anooraq to Amplats following the asset disposal and interest standstill agreement (approximately ZAR1 billion (USD125 million)) will be consolidated under one new debt facility (the "consolidated debt facility"). *Amplats will provide further debt funding to Anooraq under the consolidated debt facility of an amount of up to ZAR1.3 billion (USD163 million), with a maximum total facility limit of ZAR2.3 billion (USD288 million). Anooraq will utilise this extended facility to fund its attributable share of the Brakfontein and MPH Delta 80 UG2 expansion projects, including the construction of a new UG2 concentrator plant at Bokoni Platinum Mine. *The consolidated debt facility will be available to Anooraq for 9 years terminating on 31 December 2020 and will attract a variable interest rate. The variable interest rate will be determined by adding a fixed margin to 3-month JIBAR. The consolidated debt facility will attract a reduced interest rate during the initial term (comprising the capital intensive phase of the growth operations at Bokoni Platinum Mine through to 2016) and escalating at an increased rate depending on the amount owing by Anooraq under the consolidated debt facility over the funding period. *There will be no fixed repayment term for the consolidated debt facility during the peak funding years while the Brakfontein and MPH Delta 80 UG2 expansion projects are still in their ramp-up phase through to 2016. Anooraq will be required to fully repay the consolidated debt facility to Amplats by 31 December 2020. There will be no penalty for early repayment. Anooraq will be required to reduce the consolidated debt Facility owing to Amplats to an outstanding balance (including capitalised interest) of ZAR1 billion (USD125 million) as at 31 December 2018, and ZAR500 million (USD62.5 million) as at 31 December 2019. *Anooraq will be obliged to utilise 90% of its attributable share of free cash flows generated from Bokoni Platinum Mine operations to service the consolidated debt facility and 10% of such free cash flow will be available to Anooraq. *Anooraq will not be required to effect any mandatory refinancing of the consolidated debt facility during the debt term through to 2020. *Bokoni Platinum Mine will extend its existing concentrate purchase agreement with Amplats on the same terms and conditions for a period of eight years, terminating on 31 December 2020. *Anooraq will retain its existing option to acquire an ownership interest in Amplats' Polokwane smelter complex on terms agreed between the parties. *Amplats will provide Anooraq with a working capital facility at JIBAR plus 4% per annum of up to ZAR90 million (USD11 million) (including capitalised interest) to fund its general and administrative expenses. This will ensure that Anooraq has sufficient working capital to cover its corporate overheads through to 2015. The working capital facility is fully repayable by 31 December 2018. *Anooraq will receive an additional management incentive fee of up to 2% of the Bokoni group's after tax profits if certain technical targets above budget plan, as agreed between the parties, are met. *Amplats will continue to hold the B preference shares issued at the time of the original transaction (representing a 26% interest in Anooraq) until 31 December 2018. Atlatsa Holdings (Pty) Ltd (formerly Pelawan Investments (Pty) Ltd), being the 51% black economic empowerment majority shareholder in Anooraq, will also extend its shareholding in Anooraq through to 31 December 2018. *Anooraq will not issue any new equity in terms of the transaction and its fully diluted shares in issue will remain at 445 million shares in issue New management team and operating protocol The parties have agreed to enhance the Bokoni Platinum Mine management team and implement a new management operating protocol, which will increase Amplats' active involvement in areas of the operations relating to mining, processing and capital projects execution. The new joint venture operating protocol will see both Amplats and Anooraq providing management support services at the Bokoni Platinum Mine operations pursuant to a new management services agreement. The Bokoni Platinum Mine operations will be lead by Mr Dawid Stander, in his capacity as managing director of Bokoni Platinum Mine with effect from 1 February 2012. For further details on Mr. Stander's appointment, please view Anooraq's announcement of 1 February 2012. Conditions precedent The implementation of the transaction will be subject, inter alia, to the fulfillment of the following conditions precedent: *conclusion of the requisite definitive agreements; *approval of the definitive agreements by the Amplats board and Anooraq special committee of independent directors and board of directors; *approval of the transaction by the relevant regulatory authorities including the TSX Venture Exchange, Johannesburg Stock Exchange, NYSE Amex and the South African Department of Mineral Resources; and *approval by Anooraq shareholders, where required, in a general meeting.