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Q2: What is the voting status of SPR’s 14% shareholding during the upcoming General Meeting? SPR is yet to complete the subscription for the 14% that it is shown by the company on its website to own. The company communicated that, pending the South African Reserve Bank approval, the US$12.5m it has received from SPR is in the form of an interest free, unsecured loan and the SPR shares were issued in certificated form held by the company pending receipt of the regulatory approvals. This question is raised on two accounts: (i) If SPR is permitted to vote during the upcoming shareholders’ meeting: would this not indicate completion of the subscription and would this not be in contravention of the South African foreign exchange regulations.

A: SPR would have the right to vote its shares as they have been issued notwithstanding that the payment for the subscription has not yet crystalised and the equivalent amount has been advanced to the Company currently in the form of a loan. The Company has taken legal advice, and there is nothing contravening the South African foreign exchange regulations and nor is there anything preventing SPR voting. SPR's right to vote is not tied to payment being received but to the shares being issued.

Portillion response:

1. It is our understanding that the Company should not have issued shares to SPR before payment for those shares has been received and that the subsequent payment by SPR which is treated as a loan cannot be applied to the subscription prior to the company receiving approval by the South African Reserve Bank. This would be consistent with the company not issuing shares to Acacia for its subscription for shares that it has yet to pay for.

2. We believe that these shares could not have been issued without a breach of the company’s articles, the corporate laws of Guernsey and of the South African Reserve Bank regulations.

Portillion response:

1. Your announcement of 20 November states the acquisition of 50% of Vanchem to be conditional on the approval of the transaction by the Competition Tribunal, and not the Competition Commission. which would suggest that you ought to have known that this transaction would be treated as a large merger requiring Competition Tribunal rather than just the Competition Commission approval. For clarity, the difference between the two is that an intermediate merger would be within the remit of the Competition Commission to approve while with a large merger the Commission makes a recommendation to a body called the Competition Tribunal for final approval. Your management should know this and given the importance of the transaction one would have expected you to be more proactive in securing the required approvals from the competition authorities.

2. Your response lacks important specifics. Portillion understands that the competition papers were only filed 6 months after the SPR transaction was first announced and more than 3 months after the definitive agreements for the transaction were signed in November 2023? Would the company please confirm specifically,

a) When the competition analysis to determine whether the transaction is a large or an intermediate merger was conducted?

b) When the company was informed about the transaction being a large merger?

c) When the competition approval papers were first filed?

d) Why the November announcement referenced Competition Tribunal approval rather

than Competition Commission?

e) When did the company last follow up with the Competition authorities to ascertain

the status of the application?

f) What was the status of the competition approval process when the company

determined to enter into the revised SPR transaction, if the company did attempt to

ascertain this?

3. The involvement by the Department of Trade and Industry is neither an excuse for the

management of the transaction process, nor a material factor in the delays in getting this approval process completed on time. Can the company confirm if it has in fact engaged with the DTI at all?

4. Your response suggests that the security you committed for the interim working capital finance from SPR in September 2023 constitutes more than the 50% shareholding in Vanchem that the SPR transaction envisaged. Please confirm if this is the case. If so, since the exercise of such security would constitute a transaction that breaches the class tests and should have been subject to shareholder approval, shouldn’t the provision of such security also have been subjected to shareholders for approval?

5. Your response states that “As part of the initial SPR investment process, the Company undertook an extensive outreach programme to interested parties. SPR’s transaction was selected on the ground of its attractiveness versus the alternatives and also their ability to move swiftly” Please confirm if the company has considered, for exa

Q1

A: As previously mentioned, the Company expected the proceeds from the Vanchem 50% sale to flow by February / March 2024. The approval by the Competition Authorities (“CA”) was significantly deferred when Sothern Point Resources’ (“SPR”) lawyers informed the Company that the threshold for the transaction constituting a large merger was breached when they considered the financial information of SPR’s shareholders in combination with the financial information of the Bushveld Group. In addition, the Company was informed that the Minister of Trade, Industry, and Competition would participate in the transaction review. These events have delayed vital funds that would have allowed the business to normalise creditors and significantly improve its working capital position. However, under South African law, the transaction cannot complete without CA approval meaning the Company has had to rely on loan advances from SPR. The requirement for funding has also been exacerbated by a) Acacia’s continued failure to settle their placing funds – we have issued proceedings against them for payment – and b) a vanadium price that has been significantly weaker than the Company forecast (~15% below the Company’s average budgeted price). If the Company does not proceed with the transaction as proposed, as previously advised to the market on RNS, the Company would be forced into insolvency proceedings in the absence of any viable alternative.As part of the initial SPR investment process, the Company undertook an extensive outreach programme to interested parties. SPR’s transaction was selected on the ground of its attractiveness versus the alternatives and also their ability to move swiftly. Once the initial SPR investment was effected and the Orion restructuring was implemented, all security of the Company, as well as the off-take of the Company, had been pledged to secure these transactions. As such, in the very limited time available and given the entrenched nature of the incumbent investors in SPR and Orion, it was not possible to secure viable alternatives, and the amount required to secure the future of the Company was likely beyond existing shareholders given the appetite and participation in the last round of funding

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