A5 BOOKLET 140617 PRINT

Ntsimbintle
Mining

TArTaruensformation
Story



How it all began

Ntsimbintle Mining (Proprietary) Limited
(“Ntsimbintle”) is a manganese mining and
exploration business which has been born out of the
transformation of South Africa. Ntsimbintle's story is
one of dedication, determination and hard work.
In 2003, nine black groups formed Ntsimbintle to
create a Broad-Based Black Economic Empowerment company to pursue manganese opportunities in South Africa.
Later, in February 2011 Friedshelf was introduced as a new shareholder within the group.
Today, after the unbundling of some of our groups the Ntsimbintle family consists of 16 shareholders.

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Our shareholders

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Sa ka Resources (Pty) Ltd Bosasa Operations (Pty) Ltd and Bosasa
Youth Development Centres (Pty) Ltd

Sa ka Resources was established in 2002 with its BOSASA's history began when Gavin Watson
main objective being to pursue mining related acquired Meritum Hostels, a wholly white-owned
investment opportunities. The introduction of the business, and started transforming it, rst into
Mineral and Petroleum Resources Development Act of Dyambu Operations, then BOSASA Operations and
2004 (“the MPRDA”) opened up the opportunity for
junior mining companies, including Sa ka Resources, nally the BOSASA Group. The BOSASA story
to enter the mining industry. mirrors that of democratic South Africa: with courage
and principled leadership an apartheid-era “white”
Sa ka Resources holds shares in various subsidiaries entity was transformed into a fully integrated group at
and associated companies and enters into strategic the forefront of Broad-Based Black Economic
partnerships with large mining companies for mutual Empowerment (BBBEE).
bene t.
BOSASA's activities now extend across South Africa.
Sa ka Resource's agship investment is a 35% BOSASA's management services and solutions
investment and the management thereof in include risk, safety and security, information
Ntsimbintle. The company is extremely technology, solar power, business process, project
knowledgeable about every aspect of doing business management, property and facilities, eet
in South Africa and has an extensive international management, rehabilitation, repatriation, youth
network and is particularly strong in Africa, development, training, catering, health and wellness.
Singapore, Australia and China.

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John Taolo Gaetsewe Developmental Friedshelf 1239 (Pty) Ltd
Trust (Previously “Kgalagadi Rural Poverty Node
Charitable Trust”) Friedshelf was formed in February 2011 to facilitate
the entry of a new black economic empowerment
In 2002 the Kgalagadi Rural Poverty Node entrepreneurial group into the Ntsimbintle
Charitable Trust, a specialist unit with a sole mandate consortium.
to champion sustainable socio-economic solutions for
the poor and needy people of the then Kgalagadi Friedshelf is focused on creating wealth for the
district came into being. Under the guidance of the shareholders through viable and pro table
then Minister of Minerals and Energy, Minister investments. The company's most signi cant
Phumzile Mlambo-Ngcuka the Trust was formed with investment is its shareholding in Nstimbintle Mining.
a key focus on issues pertaining to the youth, people
living with disabilities, HIV/AIDS, poverty alleviation,
women and children. In 2005 the Trust was identi ed
by Ntsimbintle Mining as a bene ciary and
shareholder.

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Women Investment Portfolio Holdings Ditikeni Investment Company Limited
Limited (WIPHOLD)

WIPHOLD is an investment and operating company Ditikeni is an investment holding group and means

owned and managed by black women. The company “something to lean on” in tshiVenda. Ditikeni currently

is dedicated to the empowerment of black women and has eighteen shareholders, all of which are non-pro t

has in over twenty years pioneered an innovative organisations (NPOs) running social development

business model, which integrates development and and upliftment programmes in black South African

empowerment into robust business operations. communities. The work performed by the shareholder

NPOs, directly and indirectly, impacts the lives of

WIPHOLD was established in 1994 and in 1999 millions of the country's most underprivileged and

became the rst women's group to be listed on the marginalised black citizens, making Ditikeni a 100%

Johannesburg Stock Exchange (JSE). In 2003, it broad-based empowerment company. In order to

delisted from the JSE to focus on increasing the provide its shareholders with “something to lean on”,

economic ownership of black women in the company. Ditikeni makes long-term investments as a broad-

Half of the company's shares are held by black based black economic empowerment (B-BBEE)

women, all the executive directors are black women, investor, with a view to creating sustained capital

the board is entirely composed of women, and, of the growth and therefore a dependable stream of

shares held by management and employees, 70% are dividends for the NPOs.

women-owned. Its business interests are primarily

focused on mining, infrastructure and nancial

services. It currently has over 200 000 women

bene ciaries. 5

Future Inde nite Investment 225 (Pty) Ltd Sunshine Street 131 Investments (Pty) Ltd

Future Inde nite was established in 2003 with 5 initial Sunshine Street was established in 2003, with 7 initial
shareholders and 2 directors with the primary aim of shareholders and directors with the primary aim of
actively participating in mining within the Northern actively participating in mining within the Northern
Cape. Cape.

The company aims to give its clients products and The company aims to be the preferred SA HDI's
services that add value to the operations, be socially Investment Company with superior services in its
responsible and remain aware of all stakeholders. chosen markets and a leading brand among Small,
Medium and Micro Enterprises (SMME), large
corporate rms and public companies.

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Thunder Cats 92 Investments (Pty) Ltd Turquoise Moon Trading 8 (Pty) Ltd

Thunder Cats Investments is a South African based Turquoise Moon is the brainchild of Mr Sabelo
company started in 2004 with a vision of investing in Macingwane and is an evolution of Mr
the South African mining industry. Macingwane's Nkonjane Economic Prospecting
holding. Turquoise Moon's interests lie in Ntsimbintle
The company is fully owned by the Khululekile Family Mining and various property investments.
Trust. The company realised that even though the
mining industry has traditionally been the big The directors of Turquoise Moon bring a combined
contributor to South Africa's national GDP, it has professional experience of over 100 years in Black
potential for the development of mineral bene ciation Business development, commercial re-insurance,
which will contribute to job creation and skills transfer. public policy development, construction development
and community development amongst others.
The company is also aware of the environmental
impact of the mining industry, hence is also interested It is a commercial entity committed to the
in promoting cleaner production processes and establishment of sustainable, co-operative and
technologies. In the long-term, the company is experienced black business processes that bolster
planning to invest in the entire value chain of the Ntsimbintle's vision of equitable and pro table
mining sector in South Africa. economic transformation.

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Specialised Belting Products (Pty) Ltd Soul City Broad-Based Empowerment
Company (Pty) Ltd
Specialised Belting was formed in 1985 to trade in
conveyor belting and allied products, including steep Soul City Broad-Based Empowerment Company (Pty)
incline conveyor belting solutions. In 1996 the Ltd (“SCBBEC”) is a 100%-held investment company
company acquired a rubber hose & sheeting of the Soul City Institute, a not-for-pro t and non-
manufacturing plant from de Beers. From 2004 to governmental organisation whose vision is to create a
2006 Specialised Rubber & Industrial partnered with just society in which young women and girls are safe,
Anglo on Zimele Empowerment Initiative Ltd. and have the opportunities to enable them to reach
their full potential.
Specialised Belting is now, after disposing of its
operating businesses, an investment holding SCBBEC is a Level One B-BBEE company and it
company with investments in property (destined for a acquires stakes in companies operating in South
Mega Housing project), listed instruments and Africa as their broad-based empowerment
Ntsimbintle Mining. shareholder. Its sole aim is to generate an endowment
of equity which will promote the nancial self-
sustainability of Soul City Institute and its socio-
economic programmes. Soul City Institute is currently
almost entirely funded by local and international
donors.

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Bagaetsho Mining (Pty) Ltd Bo Mme Ba Meepo Investments (Pty) Ltd

Bagaetsho Mining is a Northern Cape company Bo Mme Ba Meepo was formed in 2003 and is wholly
focusing on acquiring, exploring and developing owned by a group of women in the Northern Cape
prospective mining opportunities. The company was Province. The company's main business activity is to
established in 2002 where a group of professionals explore investment opportunities especially in the
from different background came together to establish mining sector and to negotiate and conclude
Bagaetsho Mining. favourable deals. Bo Mme Ba Meepo is focused on
creating wealth for the shareholders through viable
Bagaetsho Mining's goal is to identify mining and pro table investments thereby empowering
opportunities in the John Taolo region of the Northern women within the Northern Cape.
Cape, create a shareholder value by discovering and
acquiring minerals that have the potential to grow.
The company is committed to ensuring that
communities surrounding the mines bene ts by
lobbying for these communities to big mining
companies. The company currently holds a share
percentage in Ntsimbintle with a diversity of other
opportunities in the future.

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Celebrating transformation

2004 2005 2006

Ntsimbintle applies for 3 Ntsimbintle applies for Ntsimbintle commenced prospecting
prospecting rights in 3 areas 5 additional prospecting rights on its Mamatwan permit

Awarded 2 of the 3 applications 2008 2007

2009 Prospecting rights at Gloria R/E Concludes transaction with Pallinghurst
& Wessels North awarded Co-Investors/Jupiter Mines
Close of transaction
to acquire 9% interest in 2011
Hotazel Manganese Mines
Tshipi Borwa Mine
2010 development commences

OMH acquires 26% of Main Street 774 - Tshipi fully funded

Planning and feasability studies for construction of Tsipi Borwa Mine

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2016 2017

Ntsimbintle reaches agreement with Lehating Tshipi repays R1bn of shareholder loans
(and its major shareholder, Traxys Projects LP) Ntsimbintle declares R300m dividend to shareholders
to amalgamate Lehating and Wessel North Mining
Right into one mine. Tshipi achieves monthly production volumes
capable of supporting in excess of 3 million
2015 tonnes per year

Tshipi reaches nameplate capacity - 2014
produces 2m tonnes per annum
Close of the Gloria R/E Prospecting right
transaction & formation of Mokala Manganese

2012 2013

Tshipi produces rst ore in October OM Tshipi established to market Tshipi Ore

First train railed to Port Elizabeth in November 11
& rst vessel loaded in December



The most exciting portfolio

of manganese assets the world has seen in 50 years

Tshipi é Nlte

At a glance

DESCRIPTION OVERVIEW

• Based in the Kalahari Manganese Field, Tshipi Borwa is a shallow open-cast mine
located on a large and homogenous ore body

RESOURCE BASE • Total estimated manganese resource of c.418 million tonnes as of 31 December 2016

OWNERSHIP • 50.1% by Main Street 774 and 49.9% by Jupiter Kalahari S.A.
• Ntsimbintle, a Broad-Based Black Economic Empowerment (BBBEE) consortium with

signi cant experience in the industry, is the majority shareholder of Main Street 774

PRODUCTION • Estimated to be one of the ve largest manganese exporters globally and the largest
single manganese mine in South Africa

• Expects to increase production for FY 2018 to in excess of 3 million tonnes per year-
supported by current run-rate production

OPERATIONS • Operations are simple drill-and-blast and load-and-haul mining
AND INFRASTRUCTURE • Tshipi’s infrastructure has a signi cant competitive advantage with an 8km

private rail siding loop, fast load-out station, and a large Transnet rail allocation

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LOCATION

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Tshipi é Nlte

A premium asset

1 One of the largest and lowest cost manganese exporters globally

2 Abundant and shallow resource

3 Flexible onsite and offsite infrastructure capacity allowing
for a rapid response to evolving market conditions

4 Recognised and established product quality

5 Experienced management team

6 Strategy to enhance cash ow through optimisation initiatives

7 Regional consolidation and co-development opportunities
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Mokala Manganese
In September 2013, Blue Falcon Trading 222 (Pty) Ltd (“Blue Falcon”) acquired a 49% interest in the Gloria Remaining Extent
prospecting right resulting in the establishment of Mokala Manganese (Proprietary) Limited (“Mokala”). Ntsimbintle owns 51%
of the ordinary shares issued in Mokala, with Blue Falcon holding the remaining 49%.

It is approximated that 18 million tonnes of manganese ore is mineable from the Mokala project by opencast means, with the
possibility of an underground mine from which additional ore can be extracted in later years. A feasibility study was completed
on the project, with the Mining Right application submitted thereafter. The award of this mining right is imminent.

Khwara Manganese
In December 2016, Ntsimbintle reached agreement with Lehating Mining (Proprietary) Limited (“Lehating”) and its major
shareholder, Traxys Projects LP, to amalgamate the Lehating Mining Right and the future mining right in respect of the Wessels

prospecting area into one mine.

In terms of this transaction the Wessels North Prospecting Right was sold to Khwara Manganese (Proprietary) Limited (‘Khwara”),
a wholly owned subsidiary of Ntsimbintle. Khwara has applied for a mining right in respect of the Wessels area. It is anticipated that
once this right is awarded Lehating and Khwara will amalgamate their two mining rights to include the Khwara Mining Right area into
the Lehating Mining Right.

The soon to be Lehating/Khwara amalgamated mine is one of the few remaining high grade (49%) manganese deposits in the
Kalahari Manganese Field with approximately 25 million tonnes of mineable manganese ore.

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Hotazel Manganese Mines
In December 2007, Samancor Manganese ("Samancor"), owned 60% by South32 and 40% by Anglo American,
and Ntsimbintle successfully concluded a transaction relating to its 100% owned Manganese mines, Wessels and
Mamatwan, and associated prospecting rights in the Hotazel area in the Northern Cape.
In terms of the transaction Samancor vended its Hotazel manganese mines and prospecting rights into Hotazel
Manganese Mines (Pty) Limited ("HMM"), a new vehicle created for effecting the transaction. Ntsimbintle vended in
portions of its prospecting rights contiguous to Samancor's Mamatwan and Wessels mines in exchange for a 9%
ungeared interest in HMM. The transaction was subject to the approval of the Department of Minerals and Energy
for the transfer of Ntsimbintle's prospecting rights and Samancor's mining and prospecting rights to HMM.
Such approval was obtained in July 2009.
The transaction provides Ntsimbintle with immediate ownership of pro table assets and their associated cash ow
whilst Samancor gains access to further resources and reserves, some of which were immediately accessed from
existing Samancor mine operations.

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Social responsibility
and socio-economic development

Social Responsibility and Socio-Economic Development
In partnership with the Department of Mineral Resources and the Joe Morolong District Municipality,
Tshipi has developed and implemented a comprehensive Social and Labour Plan (“SLP”).
The Joe Morolong Local Municipality is the largest and least developed municipality in the John Taolo
Gaetsewe District Municipality. Some of Tshipi projects include:

Teacher Development Programme
A foundation phase teachers’ development programme, in collaboration with the University of Johannesburg, in which Tshipi
sponsored the development of 40 foundation phase teachers from schools in the Joe Morolong Municipality. If each teach a
class of 20 students this will result in the education of 800 students.
Maphiniki Rural Bulk Water Supply Project
A bulk water supply project in the Mapiniki village in which Tshipi sponsored water infrastructure to the value of R5 million to
the Maphiniki village in the Joe Morolong Municipality. This project was handed over to the municipality and community on
05 December 2014. A second phase is currently underway to further extend the water supply to other villages.

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Itsoso Waste Management
An enterprise development project entailing the
incubation of young entrepreneurs from the
community to empower them to run a waste
management business.

Construction of the New Heuningvlei Clinic 1
Together with the Northern Cape department of
Health, Tshipi embarked on the construction of the new
Heuningvlei Clinic. The construction of the clinic
started in late 2015 and includes the construction of
housing for the clinic staff.

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Adult Basic Education and Training
This initiative was originally intended for the development
of the employees of Tshipi but was extended to the John
Taolo Gaetsewe District Municipality (“JTGDM”)
communities with the support of the NC Department of
Education. This project commenced in 2016 with 250
learners in 10 ABET Community Centres within JTGDM
participating to date.

Other Education Initiatives
Tshipi is currently sponsoring 24 learners who are doing
leanership programmes at training centres in Mothibistad
and Welkom. 21 of the learners are from John Taolo
Gaetsewe District Municipality.

Nine Bursars at different universities across South Africa are
also being sponsored by Tshipi. Seven of these Bursars are
members of the John Taolo Gaetsewe District.

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John Taolo Gaetswe Developmental Trust
(Previously “Kgalagadi Rural Poverty Node Charitable Trust”)
The John Taolo Gaetsewe Developmental Trust (“JTGDT”) has become a signi cant
developmental stakeholder within the John Taolo Gaetsewe district.

The JTGDT has much to be proud of. Listed below are some of the key projects that JTGDT has
embarked on.

JTGDT Human Resource Development Foundation
This is the rst of the Trust’s agship programmes. The HRDF is responsible for the administration of bursaries from the Trust and
serves as an information technology hub for access to information about job opportunities. The hub also assists in career
guidance and counselling, mentorship and how to apply for various jobs online as well as teaching basic computer literacy
skills.

JTGDT Bursary Scheme
Education sits at the apex of the JTGDT eight pillar mandate. The Trust has already provided 299 bursaries to deserving
students from the JTG district and boasts 166 graduates to date.

Thabo Moorosi Multi-purpose Centre
In 2013 the JTGDT constructed a multi-purpose centre in Mothibistad, and thereafter partnered with the Department of Sports,
Arts & Culture to implement arts, culture and sporting activities at the centre.

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Kurara FM
Kurara FM is a community radio station with trained presenters,
established with the aim of reaching communities in the whole
region of JTG District. With the Trust’s continued support as well as
the support of other donors, the station has ourished.

Mandela Day Programme
Under the Mandela Day project, the Trust assists 10 destitute
families around the JTG District through the building of homes,
purchase of groceries and provision of medical assistance.

JTG Roads Project
The JTGDT in partnership with SIOC-cdt and Department of Roads
and Public Works has contributed funds towards construction of
20km of tarred roads in the Joe Morolong area.

Ntsimbintle Mining has made dividend payments
amounting to R46,2 million to date, to the John Taolo
Gaetswe Developmental Trust to assist it in carrying out its
mandate to champion sustainable socio-economic solutions
for the poor and needy people of the Kgalagadi district.

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Socio economic initiatives and projects
embarked on by some of our other shareholders

The Bosasa Group
The Bosasa Group have associated themselves with various CSI initiatives and projects in the form of support
and contributions and have even gone on, together with the WATSON Corporate Academy, to receive the
Gold Award for 'Leveraging Corporate Responsibility' at the 2017 Global CCU Awards held in Paris,
France. Below are some of the many projects that Bosasa is involved in.

• The Sun ower Fund
• Primestars Educate Programme
• Orange Farm Creché Project
• Community Computer Centres

Ditikeni Investment Company Limited
The Ditikeni shareholders, most of whom have been in existence for decades, are committed to making a
meaningful and sustained difference to the communities they serve despite the barrage of challenges faced by
most NPOs in the country at present. Some of the projects that it is involved in includes:

• Association for rural advancement
• New world foundation
• Social change assistance trust
• Western cape association for persons with disabilities
• National institute for crime prevention and reintegration of offenders

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Women Investment Portfolio Holdings Limited (WIPHOLD)
The WIPHOLD Investment Trust has more than 1 200 direct and 18 000 indirect women bene ciaries.
The Trust is a 15.4% shareholder in WIPHOLD, with distributions to bene ciaries owing from dividends.

The WIPHOLD NGO Trust, with an 18.2% shareholding in WIPHOLD, is a powerful instrument that enables
the group to touch the lives of more than 200 000 black women through the various non-governmental
organisations that make up the trust's indirect bene ciaries. More than R115 million has owed to these
organisations from WIPHOLD's investment activities, some of which are listed below.

• National Baptist Church
• SASBO
• Makaota Development Trust
• The Tshwaranang Legal Advocacy Centre
• People Opposing Women Abuse
• Mnquma and KwaDrabo Trusts
• Democratic Nursing Organisation of South Africa
• Tshepang Educare Trust
• Thandanani Children's Foundation

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General Enquiries
Ntsimbintle Mining (Pty) Ltd

Tel: +27 11 483 0840
Safika House, 89 Central Street, Houghton