THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The definitions and interpretations commencing on page 5 of this circular apply, mutatis mutandis, throughout this circular including this cover page.

Shareholders are referred to page 9 of this circular, which sets out the action required of them with regard to the general meeting, full details of which are set out in this circular.

If you are in any doubt as to the action that you should take, please consult your CSDP, CREST holder, broker, banker, attorney, accountant or other professional advisor immediately.

If you have disposed of all of your ordinary shares in Jubilee, this circular, together with the attached form of proxy, should be forwarded to the purchaser to whom, or the CSDP, CREST holder, broker, banker or other agent through whom you disposed of such shares.

Jubilee Platinum Plc(Registration number: 4459850)

JSE code: JBL AIM code: JLP ISIN: GB0031852162

(“Jubilee” or “the Company”)

CIRCULAR TO JUBILEE SHAREHOLDERSregarding:

• the acquisition by Jubilee of the entire issued share capital of Platinum Australia for a consideration to be settled through  the issue of Jubilee ordinary shares;

• a specific issue of shares for cash to extinguish part of the debt owed by Platinum Australia to Macquarie Bank ;

• a specific issue of shares for cash to creditors as part of the Creditor Compromise;

• removal of the limit of 500 000 000 ordinary shares on the authorised share capital of Jubilee; and

• an authority for the allotment of equity securities for cash pursuant to section 570 and section 571 of the Companies Act 2006 of the UK and in terms of the Listings Requirements of the JSE;

and incorporating:

• a notice of general meeting of Jubilee shareholders;

• a form of proxy (yellow) (to be completed by certificated shareholders and dematerialised shareholders with “own name” registration only); and

• revised listing particulars.

Sponsor Independent reporting accountants and auditors

Attorneys Competent person

Date of issue: 26 April 2013

This circular is available in English only. Copies may be obtained during normal business hours from the registered office of the sponsor, the South  African transfer secretaries and the United Kingdom registrars whose addresses are set out in the “Corporate information and advisors” section of this circular. These documents will be available from 26 April 2013 until 28 May 2013, both days inclusive. The circular will also be available in electronic form from the Company’s website: www.jubileeplatinum.com from 9 April 2013.

This circular contains revised listing particulars that have been prepared on the assumption that the resolutions proposed in the notice of general meeting forming part of this circular will be passed at the general meeting of Jubilee shareholders. The revised listing particulars are not an invitation to the public to subscribe for Jubilee ordinary shares but are being issued in compliance with the Listings Requirements, for the purpose of providing information to the public with regards to Jubilee as enlarged by the Transaction.

Shareholders are referred to paragraph 4.5 of the circular advising that Jubilee will be procuring a CPR on the Enlarged Group as soon as practicable after the conclusion of the Transaction and by no later than the end of the 2013 calendar year, on the basis that a completely revised CPR will be prepared and presented to shareholders that reflects the strategic benefits of the business combination of Jubilee and PLA.

CORPORATE INFORMATION AND ADVISORS

Company secretaryCapita Company Secretarial Services34 Beckenham RoadBeckenhamKent, BR3 4TU

Registered officeUnited Kingdom4th Floor2 Cromwell PlaceLondon, SW7 2JE

South AfricaUnit 8, Block B, 1st FloorStoney Ridge Office ParkPaulshof, 2068

AttorneysSouth AfricaAJH Attorneys(Registration number 2012/080753/21)Ground FloorKingston HouseHampton Park20 Georgian Crescent EastBryanston, 2021(PO Box 98722, Sloane Park, 2152)

AustraliaHardy Bowen Lawyers(Registration number ABN 18 654 658 397)Level 1, 28 Ord StreetWest PerthWestern Australia, 6005(PO Box 1364, West Perth,Western Australia, 6872)

SponsorSasfin Capital, a division of Sasfin Bank Limited(Registration number 1951/002280/06)29 Scott StreetWaverley, 2090(PO Box 95104, Grant Park, 2051)

Competent personVenmyn Deloitte Pty Limited(Registration number 1988/004918/07)1st Floor, Block GRochester Place173 Rivonia RoadSandton, 2146(PO Box 782761, Sandton, 2146)

Transfer secretariesUnited KingdomCapita Registrars(Registration number 2605568)34 Beckenham RoadBeckenhamKent, BR3 4TU

South AfricaComputershare Investor Services Proprietary Limited(Registration number2004/003647/07)70 Marshall StreetJohannesburg, 2090(PO Box 61051, Marshalltown, 2107)

Independent reporting accountants and auditorsBDO South Africa Incorporated(Registration number 1995/002310/21)22 Wellington RoadParktown, 2193(Private Bag X60500, Houghton, 2041)

Nominated advisor and joint brokerfinnCap Limited(Registration number 6198898)60 New Broad StreetLondon, EC2M 1JJ

Joint brokerShore Capital Stockbrokers Limited(Registration number 01850105)Bond Street House14 Clifford StreetLondon, W1S 4JU

Registered address of Platinum Australia Limited(Registration number ACN093417942)Level 1914 Hay StreetPerth, WA 6000

BankersStandard Bank Group Limited(Registration number 1969/017128/06)5 Simmonds StreetJohannesburg, 2001(PO Box 7725, Johannesburg, 2000)

Date of incorporation of Jubilee12 June 2002

Place of incorporation of Jubilee England and Wales

Date of incorporation of PLA21 June 2000

Place of incorporation of PLAAustralia

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ACTION REQUIRED BY JUBILEE SHAREHOLDERS

The definitions and interpretations commencing on page 5 of this circular apply, mutatis mutandis, to this section on actions required.

If you are in any doubt as to the action that you should take, please consult your CSDP, CREST holder, broker, banker, attorney, accountant or other professional advisor immediately.

If you have disposed of all of your ordinary shares in Jubilee, this circular should be forwarded to the purchaser to whom, or the CSDP, broker, banker or other agent through whom you have disposed of such shares.

ACTION REQUIRED REGARDING THE GENERAL MEETING

A general meeting of Jubilee shareholders will be held at 11:00 (UK time) on Tuesday, 28 May 2013 at finnCap Limited, 60 New Broad Street, London, EC2M 1JJ, to consider and, if deemed fit, pass the resolutions required to implement the Acquisition; the Specific Issue, the increase in authorised share capital and the General Authority. A notice convening the general meeting is attached to and forms part of this circular. Please take careful note of the following provisions regarding the actions required by certificated and dematerialised shareholders regarding the general meeting.

If you are a certificated shareholder or if you have dematerialised your Jubilee ordinary shares with “own name” registration:

You may attend the general meeting in person and may vote at the general meeting.

Alternatively, if you are unable to attend the general meeting, you may appoint a proxy to represent you at the general meeting by completing the attached form of proxy (yellow) for the general meeting in accordance with the instructions it contains and returning it to the transfer secretaries to be received by no later than 11:00 (UK time) on Thursday, 23 May 2013.

If you have dematerialised your Jubilee ordinary shares other than with “own name” registration:

Your CSDP, CREST holder or broker is obliged to contact you in the manner stipulated in the agreement concluded between you and your CSDP, CREST holder or broker to ascertain how you wish to cast your votes at the general meeting and thereafter to cast your votes in accordance with your instructions. If you have not been contacted, it would be advisable for you to contact your CSDP, CREST holder or broker and furnish it  with your voting instructions.

If your CSDP, CREST holder or broker does not obtain voting instructions from you, it will be obliged to vote in accordance with the instructions contained in the custody agreement concluded between you and your CSDP, CREST holder or broker.

You must not complete the attached form of proxy (yellow) for the general meeting.

If you wish to attend the general meeting, you must advise your CSDP, CREST holder or broker in accordance with the custody agreement concluded between you and your CSDP, CREST holder or broker, and your CSDP, CREST holder or broker will issue the necessary letter of representation to you to attend the general meeting.

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TABLE OF CONTENTS

The definitions and interpretations commencing on page 5 of this circular, apply, mutatis mutandis, to this

table of contents.

Page

CORPORATE INFORMATION AND ADVISORS Inside front cover

ACTION REQUIRED BY JUBILEE SHAREHOLDERS 1

SALIENT DATES AND TIMES 4

DEFINITIONS AND INTERPRETATIONS 5

PART 1: CIRCULAR TO JUBILEE SHAREHOLDERS

1. Introduction 10

2. Removal of the limit on the authorised share capital 11

3. General authority 11

4. The transaction 11

4.1 Rationale 11

4.2 Terms of the Transaction 13

4.3 Funding arrangements 20

4. 4 Pro forma financial information and effects 20

4. 5 Independent Mineral Asset Valuation Reports 22

4. 6 Revised listing particulars 23

5. Information relating to Platinum Australia 23

5.1 History and nature of business 23

5.2 Historical financial information 28

5.3 Material loans 28

5.4 Material changes 28

5.5 Litigation 28

5.6 Material contracts 31

6. Information relating to Jubilee 31

6.1 History, nature of business and business overview 31

6.2 Share capital and major shareholders 34

6.3 Information relating to directors 36

6.4 Material loans 37

6.5 Material changes 38

6.6 Working capital 38

6.7 Litigation 39

6.8 Material contracts 39

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Page

7. Opinions and recommendations 40

8. General meeting 40

9. Application for listing 40

10. Directors’ responsibility statement 40

11. Experts’ consents 40

12. Estimated expenses 40

13. Documents available for inspection 41

ANNEXURES

Annexure 1 Historical financial information of Platinum Australia 42

Annexure 2 Independent reporting accountants’ limited assurance report on the historical financial information of Platinum Australia 105

Annexure 3A Unaudited pro forma financial information of Jubilee based on the reviewed interim financial results of the parties for the period ended 31 December 2012 108

Annexure 3B Unaudited pro forma financial information of Jubilee 114

Annexure 4A Independent reporting accountants’ limited assurance report on the unaudited pro forma financial information of Jubilee based on the reviewed financial information of the parties for the year ended 31 December 2012 119

Annexure 4B Independent reporting accountants’ limited assurance report on theunaudited pro forma financial information of Jubilee based on the auditedannual financial information of the parties for the year ended 30 June 2012 121

Annexure 5 Executive summary of the Independent Mineral Asset Valuation Reports 123

Annexure 5A Independent Mineral Asset Valuation Report on the Mineral Assets of Platinum Australia Limited 123

Annexure 5B GAP Analysis Report on Platinum Australia Limited independent expert valuation report for JSE filing 129

Annexure 5C Independent Mineral Asset Valuation Report on Jubilee Platinum Plc’s Mineral Assets 140

Annexure 5D Annexure in letter form for Jubilee Platinum Plc with respect to compliance with the JSE requirements 8.63(l) in lieu of an updated competent persons report 147

Annexure 6 Trading history of Jubilee ordinary shares 157

Annexure 7 Material loans of PLA 159

Annexure 8 Material loans of Jubilee 160

NOTICE OF GENERAL MEETING 161

REVISED LISTING PARTICULARS 165

FORM OF PROXY (yellow) Attached

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SALIENT DATES AND TIMES

2013

Record date in order to be eligible to receive the circular containing the notice of general meeting Friday, 19 April

Record date in order to be eligible to vote at the general meeting Friday, 17 May

Last day to lodge forms of proxy for the general meeting by 11:00 (UK time) Thursday, 23 May

General meeting of shareholders to be held at 11:00 (UK time) Tuesday, 28 May

Results of general meeting released on SENS Tuesday, 28 May

Results of general meeting published in the press Wednesday, 29 May

Notes:

1. The definitions and interpretations commencing on page 5 of this circular apply, mutatis mutandis, to these salient dates and times.

2. All times shown in this circular are South African local times unless otherwise indicated.

3. These dates and times are subject to change. Any material changes will be released on SENS.

4. If the date of the general meeting is adjourned or postponed, forms of proxy must be received by no later than 48 hours prior to the time of the adjourned or postponed general meeting, provided that for the purposes of calculating the latest time by which forms of  proxy must be received, Saturdays, Sundays and public holidays will be excluded.

5

DEFINITIONS AND INTERPRETATIONS

Throughout this circular and the annexures hereto, unless otherwise stated or the context indicates otherwise, the words in the first column shall have the meaning stated opposite them in the second column and, words and expressions in the singular shall include the plural and vice versa, words importing natural persons shall include corporations and associations of persons and vice versa and any reference to one gender shall include the other genders:

“3E” Platinum, palladium and gold;

“4E” Platinum, palladium, rhodium and gold;

“7E” 4E plus iridium,ruthenium and osmium;

“Acquisition” the proposed acquisition by Jubilee of the entire issued share capital of  Platinum Australia in terms of the Scheme;

“Act” the Companies Act 2006 of the United Kingdom ;

“Aggregate Scheme Consideration” that number of Jubilee ordinary shares (N) calculated as follows:

N = (X/JSR) x PSR where:

JSR = 54.5

PSR – 30.7528

X = that number of Jubilee ordinary shares on issue at 17:00 (Australia  time) on the Record Date.

This equals the consideration to be provided to each Scheme Shareholder in terms of the Scheme, being fully paid Jubilee ordinary shares in the form of Jubilee CDIs (unless a Scheme Shareholder makes an election in accordance with paragraph 4.2.1 to this circular) such that PLA shareholders will hold in aggregate approximately 30.75% of the Enlarged Group; following the Transaction;

“AIM” the AIM market of the London Stock Exchange;

“ASX” ASX Limited (Registration number ACN 008 624 691) or the financial market operated by ASX Limited;

“Board” or “Directors” the board of directors of Jubilee as at the last practicable date or of the Enlarged Group as the case may be;

“business day” any day, other than a Saturday, Sunday or gazetted public holiday in  South Africa;

“cent” the official currency of South Africa, being one one-hundredth of  a  Rand;

“certificated shareholders” shareholders who hold certificated shares;

“certificated shares” shares which have not yet been dematerialised, title to which is  represented by a document of title;

“circular” this bound document, dated 26 April 2013, including its annexures and  incorporating the notice of general meeting and form of proxy;

“Companies Act” the South African Companies Act, Act 71 of 2008, as amended;

“Competition Act” the Competition Act, 1998 (Act 89 of 1998), as amended, or any law that may replace it wholly or in part from time to time;

“Corporations Act” Corporations Act 2001 (Cth);

“Completion” implementation of the Scheme in the manner required by the Implementation Deed between PLA and Jubilee;

6

“ConRoast” the process that enables Jubilee to unlock the inherent PGE (platinum group element) values in the traditional chrome ores via the extraction of PGEs and chrome from near- or at-surface platinum containing chrome reefs;

“CPR” Competent Person’s Report as defined in the SAMVAL code;

“Creditor Compromise” the compromise of claims of all PLA creditors;

“CREST” the computerised settlement system to facilitate the transfer of title in shares and holding of shares in uncertificated form, operated by  Euroclear UK and Ireland;

“CSDP” a Central Securities Depository Participant, operating in terms of the Securities Services Act and appointed by individual shareholders for purposes of, and in regard to, dematerialisation in terms of such act;

“Deed” means the Transaction Support and Option Cancellation Deed entered into between PLA, Jubilee and Macquarie on 25 February 2013;

“Deed Administrator” means Bryan Kevin Hughes in his capacity as deed administrator of the PLA pursuant to the DOCA;

“Debt” means secured debt facilities provided to PLA and a number of its subsidiaries by MBL;

“dematerialisation” the process whereby physical documents of title are dematerialised into an electronic record (and reflected on an electronic share register) for the purposes of the electronic clearing and settlement system operated by Strate;

“dematerialised shareholders” shareholders who hold dematerialised shares;

“dematerialised shares” shares which have been dematerialised and which are no longer evidenced by documents of title but by electronic records;

“DOCA” means the PLA deed of company arrangement dated 18 October 2012;

“documents of title” share certificates, certified transfer deeds, balance receipts, or any other documents of title to certificated shares of Jubilee;

“Effective Date” the effective date of the Scheme, which is anticipated to be the date of Court approval of the Scheme in Australia, the final Court date anticipated to be mid-May 2013;

“Enlarged Group” the Jubilee Group, as enlarged by the acquisition of Platinum Australia;

“EPS” earnings per share;

“Finance Documents” means a facility agreement (including any security agreements in relation to such facility agreement) between Jubilee (or any Jubilee Group Entity on behalf of the Jubilee Group) and a financier to provide secured funds of at least 190 million South African Rand;

“GBP” or “£” Great Britain Pound, the lawful currency of the United Kingdom;

“General Authority” an authority for the allotment of equity securities for cash pursuant to section 570 and section 571 of the Act and in terms of the Listings Requirements of the JSE;

“general meeting” the general meeting of Jubilee shareholders to be held finnCap Limited, 60 New Broad Street, London, EC2M 1JJ at 11:00 (UK time) on Tuesday, 28 May 2013;

“HEPS” headline earnings per share;

“IFRS” International Financial Reporting Standards from time to time;

7

“Implementation Deed” the agreement entered into between PLA and Jubilee on 25 February 2013, in terms of which Jubilee will acquire the entire issued share capital of Platinum Australia by means of the Scheme;

“Independent Mineral Asset a report prepared by Venmyn Deloitte on the mineral assets of Jubilee Valuation Report” and PLA;

“Ineligible Overseas Shareholder” a PLA Shareholder who is registered in the PLA share register at 17:00 (Australian time) on the record date for the Scheme and resides in a  place outside Australia and its external territories, New Zealand, South   Africa, United Kingdom, Germany, Switzerland, Hong Kong, Singapore and Panama, unless Jubilee and PLA are being satisfied that the laws of that PLA Shareholder’s country of residence permit the issue and allotment of Jubilee ordinary shares to such shareholder, either unconditionally or  after compliance with conditions which Jubilee in its sole discretion regards as acceptable;

“Jubilee” or “the Company” Jubilee Platinum Plc (Registration number 4459850), a public company incorporated in accordance with the laws of England and Wales, the  shares of which are quoted on AIM and listed on the JSE;

“Jubilee CDI” a CHESS Depositary Interest, being a unit of beneficial ownership in a Jubilee ordinary share and registered in the name of the depositary entity that provides depositary services in respect of the Jubilee CDIs;

“Jubilee Group” or “Group” Jubilee, its subsidiaries and associated companies for the time being, collectively or individually as the context may require and, where the context requires, their respective predecessors in title;

“Jubilee ordinary shares” or ordinary shares of 1 pence each in the issued share capital of Jubilee;“ordinary shares”

“Jubilee shareholders” or registered holders of Jubilee ordinary shares;“shareholders”

“JSE” JSE Limited (Registration number 2005/022939/06), a public company incorporated in accordance with the laws of South Africa and licensed as an exchange under the Securities Services Act;

“last practicable date” the last practicable date prior to finalisation of this circular, being 22 March 2013;

“Listings Requirements” the Listings Requirements of the JSE in force as at the last practicable date;

“Macquarie” or “MBL” Macquarie Bank Limited with (Registration number ABN 40 008 583 542), the senior creditor to PLA;

“Moz” million troy ounces;

“NAV” net asset value;

“own name dematerialised dematerialised shareholders who have instructed their CSDP, CREST shareholders” holder or broker to register their dematerialised shares in their

“own  name” in the sub-register maintained by the CSDP, CREST holder or broker;

“Option Cancellation Deed” The Option Cancellation Deed entered into between PLA and John Lewins in terms of which John Lewins wishes to cancel his outstanding options being 3 million options exercisable at AU$1.23 each with an expiry date of 31 December 2013;

“pence” the official currency of the United Kingdom being one-hundredth of  a  GBP;

“PGE” Platinum Group Elements;

“PGM” Platinum Group Metals;

8

“Platinum Australia” or “PLA” Platinum Australia Limited (Registration number ABN 99 093 417, a public company incorporated in accordance with the laws of Australia, the shares of which are currently listed on the ASX;

“PLA share” ordinary shares of no par value each in the issued share capital of  Platinum Australia;

“PLA shareholders” registered holders of PLA shares;

“R” or “Rand” or “ZAR” the official currency of South Africa;

“Record Date” means the date which is five business days after the Effective Date;

“Restriction Deed” the Restriction Deed entered into between Jubilee and Macquarie on 25 February 2013;

“revised listing particulars” the revised listing particulars for Jubilee after the Transaction enclosed with this circular;

“Scheme” the scheme of arrangement under Part 5.1 of the Corporations Act between PLA and the Scheme Shareholders pursuant to which all Scheme Shares will be transferred to Jubilee;

“Scheme Share” each PLA share in issue at 17:00 (Australian time) on the record date for the Scheme other than any PLA Shares held by, or by any person on behalf of or for the benefit of, Jubilee;

“Scheme Shareholder” each PLA shareholder who is registered in the PLA share register as a holder of a Scheme Share on the record date for the Scheme;

“Second Court Date” means the first day of hearing of an application made to the Court for an order pursuant to section 411(4)(b) of the Australian Corporations Act approving the Scheme or, if the hearing of such application is adjourned for any reason, means the first day of the adjourned hearing;

“Securities Services Act” the Securities Services Act, 2004 (Act 36 of 2004), as amended, or any law that may replace it wholly or in part from time to time;

“SENS” the Securities Exchange News Service of the JSE;

“South Africa” the Republic of South Africa;

“Specific Issue” collectively, the specific issue of Jubilee ordinary shares for cash to MBL to extinguish approximately 50% of the expected total value of debt to be held by such MBL on the effective date and the specific issue of Jubilee ordinary shares for cash to all other creditors of PLA in terms of the Creditor Compromise;

“Strate” Strate Limited (Registration number 1998/022242/06), a public company incorporated in accordance with the laws of South Africa, which is a licensed central securities depository in terms of the Securities Services Act and which operates the electronic clearing and settlement system used by the JSE;

“TNAV” tangible net asset value;

“Transaction” collectively, the Acquisition and the Specific Issue;

“Transaction Agreements” collectively, the Implementation Deed, the Deed, the Creditor Compromise and the Restriction Deed;

“transfer secretaries” Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07), a private company incorporated in accordance with the laws of South Africa, being the transfer secretaries of Jubilee in South Africa and Capita Registrars (Registration number 2605568), a private company incorporated in accordance with the laws of England and Wales, being the registrars of Jubilee in the UK;

“Trust” the creditors’ trust created by the creditors’ trust deed;

9

“Trustee” Bryan Hughes (Passport no: M2318912), Managing Director of Pitcher and Partners, the appointed administrators to PLA and appointed Trustee of the Trust;

“UK” United Kingdom;

“VAT” value-added tax payable in terms of the Value-Added Tax Act (Act 89 of 1991), as amended; and

“Venmyn Deloitte” Venmyn Deloitte Pty Limited (Registration number 1988/004918/07), a private company incorporated in accordance with the laws of South Africa, being the Competent Person for Jubilee in South Africa.

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Jubilee Platinum Plc(Registration number: 4459850)

JSE code: JBL AIM code: JLP ISIN: GB0031852162

Directors

Executive Non-executive

Mr L Coetzer (Chief Executive Officer) Mr C Bird (Non-executive Chairman)Mr A Sarosi Dr M PhosaMr E Victor Mr C Molefe

CIRCULAR TO JUBILEE SHAREHOLDERS

1. INTRODUCTION

The purpose of this circular and the accompanying notice of general meeting are to provide Jubilee shareholders with information regarding the Acquisition, the Specific Issue, removing the limit of 500 000 000 ordinary shares on the authorised share capital and the General Authority and to convene a general meeting at which Jubilee shareholders will be requested to vote on the requisite resolutions.

The General Authority and Specific Issue require approval of an ordinary resolution passed by a 75% majority of the votes cast by all Jubilee shareholders, present or represented by proxy and able to vote at the general meeting.

In addition, Jubilee shareholders will be asked to approve the removal of the limit of 500 000 000 ordinary shares on the authorised share capital of Jubilee.

On 25 February 2013 Directors announced that the Company had entered into the Transaction Agreements in terms of which:

• Jubilee will acquire the entire issued share capital of Platinum Australia in terms of the Scheme;

• Platinum Australia will be delisted from the ASX and become a wholly owned subsidiary of Jubilee;

• Jubilee will undertake a specific issue of shares for cash to extinguish certain PLA creditors in  accordance with the terms of the Creditor Compromise; and

• Jubilee will undertake a specific issue of shares for cash to extinguish approximately 50% of the debt held by the senior creditor in PLA.

The Acquisition constitutes a Category 1 transaction in terms of the Listings Requirements and Jubilee is   accordingly, required to issue a circular (containing revised listing particulars) disclosing full details of  the Acquisition and to obtain Jubilee shareholders’ approval for the Acquisition.

This circular includes revised listing particulars in terms of the Listings Requirements as the proposed issue of the Jubilee ordinary shares in consideration for the Acquisition will result in the issued ordinary share capital of Jubilee increasing by more than 25% of the existing issued ordinary share capital.

The purpose of this circular and the accompanying notice of general meeting is to provide Jubilee shareholders with information regarding the Acquisition, the Specific Issue, the increase in authorised share capital and the General Authority and to convene a general meeting at which Jubilee shareholders will be requested to vote on the requisite resolutions.

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2. REMOVAL OF THE LIMIT ON THE AUTHORISED SHARE CAPITAL

Subject to Jubilee shareholder approval of an ordinary resolution, the Board proposes that the limit of  500 000 000 ordinary shares on the authorised ordinary share capital of Jubilee be removed.

3. GENERAL AUTHORITY

The rationale for calling on shareholders to approve the General Authority is to enable the Company to access capital expeditiously in order to fast track the Company’s strategy of becoming a mine to metals company and to ensure it is sufficiently funded to expand and grow its projects. The resolutions include special resolution 2 which disapplies the statutory pre-emption rights contained in the Act. The disapplication covers the capitalisation of the debts owed by PLA to Macquarie and other creditors. In addition the resolution empowers the directors to issue up to 17 351 200 ordinary shares for cash. This power will enable the Company to issue shares by way of a placing if and when the Board considers that it would be in the best interests of the Company and its shareholders to do so. However, there is currently no intention to utilise such power.

The Company has continued to assess and enter into dialogue with owners of near-term PGM-rich chromite mining and tailings retreatment opportunities. Jubilee is in a unique position to avail itself of  these  opportunities due to its ability to process platinum concentrates containing high chrome values. The conclusion of these processing agreements has the effect of bringing forward the targeted processing of Dilokong Tailings by some 14 months and can accelerate the development of its next platinum assets in the western limb of the Bushveld Igneous Complex.

4. THE TRANSACTION

4.1 Rationale

The proposed transaction to merge the assets held by PLA with those held by Jubilee brings together a set of complementary assets that achieves Jubilee’s set strategy of forming a fully integrated mine to metals company that is funded to bring the operational mine back into full production. The Transaction is opportunistic in nature and made available by the prevailing platinum market during the start-up and operation of PLA’s Smokey Hills mine. It is the view of the Board that the fundamentals underpinning the current platinum markets have improved significantly since the commissioning of the Smokey Hills mine driven primarily by the reduction in forecasted worldwide platinum production and the continued recovery and growth in new car sales from the United States and China.

The proposed transaction affords Jubilee the opportunity to acquire ownership of a fully operational platinum mine and processing plant supported by a shallow platinum bearing UG2 reef. The mine’s location in the Eastern Bushveld Igneous Complex of South Africa’s platinum region offers significant potential for both extending the existing mine life by partnering with bordering mining companies as  well as processing of third party material.

The Company’s pipeline of platinum projects combines both short term, shallow assets in Kalplats and Rooderand with the world-class large Tjate platinum asset. This enables the Company to react in-line with the improving platinum markets by focusing initially on the exploitation of the smaller shallow resources, requiring relatively smaller capital to bring the projects into production while continuing with the feasibility study of the cornerstone Tjate project for the longer term.

The proposed structure for the transaction to form the Enlarged Group ensures that the Company is funded to resume production at its Smokey Hills mine. The mine ramp-up is expected to achieve full production within the first eight months of operation which enables the Company to continue investment into its project pipeline from self-generated funds.

The Transaction will propel Jubilee into a fully integrated, operational platinum mining company underpinned by Jubilee’s current asset portfolio and compl emented by the near -term shallow platinum projects currently held by Platinum Australia, offering both short-term and long-term growth of the current operations.

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FULLY INTEGRATED PLATINUM MINING COMPANY – JUBILEE BEFORE AND AFTER TRANSACTION

Jubilee’s three core business focus areas and asset classes are each significantly enhanced by the proposed transaction:

1. Exploration – World-class Tjate platinum project – Attributable 16 Moz 7E , SAMREC compliant first mine and attributable 44 Moz 7E targeted over total area .

2. Processing – PGM processing rights of Dilokong Chrome mine (DCM). Estimated to be 800 000 tons of platinum bearing surface material. The DCM operation is adjacent to Platinum Australia’s Smokey Hills mining and processing operation. The project requires a processing plant to upgrade the platinum in the DCM material prior to smelting the platinum concentrate.

3. Smelting and Refining – Middelburg Smelting operation (Jubilee Smelting and Refining, “JSR”). JSR currently operates as a toll smelting operation with its newly commissioned furnace fully contracted. Jubilee’s strategy is to migrate the new furnace from smelting Ferro Alloy material to smelting platinum concentrates in the near term. The smelter process is  underpinned by the ConRoast process to which Jubilee holds the exclusive rights.

The Platinum Australia asset classes:

1. Exploration – Two shallow platinum-based projects. Each based on open pit mining projects.

i. Shallow Kalplats platinum project – 6.7 Moz 3E project starting at surface with a projected maximum depth of 350 metres with a concluded feasibility study; and

ii. Shallow Rooderand Project – 4.5 Mozs 4E project starting at surface with projected maximum depth of 500 metres with a concluded drill program and feasibility report being drafted.

2. Mining – Smokey Hills mining operation, bordering the Dilokong Chrome Mine and nearby Tjate exploration project. Targeted to produce 60 000 oz 4E per annum The operation h as a  design capacity of 720 000 tons per annum and was commissioned in 2009. The operation reached design capacity in October 2009 on open pit material. The total project capital invested was ZAR678 million (GBP50 million at AJN approximate exchange rate of ZAR13.56 to GBP1), made up of processing plant capital R318 million; mine capital of R271 million (2008/09) and project infrastructure capital (power, water, roads etc) of R89 million (2008/09).

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3. Processing – The Smokey Hills operation includes a processing plant able designed to process 720 000 tons of material per annum. The plant is suited to process chrome rich platinum bearing tailings material as well as UG2 and Merensky platinum ores.

Both Jubilee’s and Platinum Australia’s mining and exploration projects are significantly enhanced by Jubilee’s ability to further beneficiate concentrates from these projects through its smelting and refining ability underpinned by the exclusive ConRoast process. The combination of both large long-term assets with smaller, shallow near-term assets, requiring relatively low capital to bring to operation, ensures that the current operational assets within the enlarged group are supported by a strong pipeline of assets that are capable of driving the growth in the Company in the near term.

4.2 Terms of the Transaction

4.2.1 Salient terms of the Transaction Agreements

4.2.1.1 Implementation Deed

Overview

PLA and Jubilee entered into the Implementation Deed on 25 February 2013. The Implementation Deed sets out the steps required to be taken by PLA and Jubilee to give effect to the Scheme. Key terms of the Implementation Agreement are summarised below and the agreement is available for inspection as listed in paragraph 13 below. The following is a summary only and is qualified in its entirety by the full text of the Implementation Deed.

Conditions Precedent

The conditions precedent contained in the Implementation Deed are:

• the independent expert does not change its opinion that the Scheme is in the best interests of PLA shareholders prior to 8.00 am (Australia time) on the Second Court Date;

• PLA Shareholders approve the Scheme by the requisite majorities;

• the Court approves the Scheme in accordance with section 411(4)(b) of the Australian Corporations Act;

• before 8.00 am (Australian time) on the Second Court Date, ASIC has issued or provided such consents, waivers or approvals or done such other things as are reasonably required to implement the Scheme;

• the execution of the Finance Documents occurs before the date that the Jubilee shareholders vote on the Jubilee shareholder resolutions to approve the Transaction and, on the Second Court Date, the financial accommodation in favour of Jubilee on the terms set out in the finance documents continuing to be available;

• PLA creditors approve the variation to the DOCA at a meeting of PLA creditors;

• Jubilee shareholders approve the Transaction by the requisite majorities;

• Jubilee and PLA have received all necessary approvals from the Competition Commission under the South African Competition Act for the Acquisition by way of Jubilee acquiring all of the Scheme Shares in exchange for Jubilee ordinary shares under the Scheme;

• before 8.00 am (Australian time) on the Second Court Date, ASX provides such consents and approvals as are reasonably necessary to implement the Scheme including ASX giving approval for the quotation of Jubilee CDIs, subject to any conditions which ASX may reasonable require, including implementation of the Scheme; and

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• no regulatory authority has:

• undertaken a judicial proceeding seeking to enjoin, restrain or otherwise prohibit or impose adverse conditions of the Scheme which remain in effect as at 8.00 am (Australian time) on the Second Court Date;

• issued an order, decree or ruling prohibiting or imposing adverse conditions on or otherwise preventing completion of the Scheme which remains in  effect as at 8.00 am (Australian time) on the Second Court Date; or

• declined to issue an order, decree, ruling, notification or communication by   8.00 am (Australian time) on the Second Court Date that is required for  the Scheme to be implemented.

Conduct of business and cooperation

Up to and including the implementation date of the Scheme, PLA has agreed to use its best endeavours to procure that each member of the PLA Group conducts its businesses and operations in the ordinary course and Jubilee has agreed to use its best endeavours to procure that each member of the Jubilee Group conducts its businesses and operations in the ordinary course.

PLA has agreed to provide Jubilee with reasonable access to the PLA Board and senior management, and all records, books, financial statements/accounts and other documentation of PLA.

Jubilee has agreed to provide PLA with reasonable access to the Jubilee Board and senior management, and all records, books, financial statements/accounts and other documentation of Jubilee.

Liability of directors, employees and the Deed Administrator

Each party releases all rights against, and agrees it will not make any claim against, each past or present director and employee of the other party in connection with the transactions contemplated by the Implementation Deed to the extent that such director or employee has acted in good faith and has not engaged in wilful misconduct.

All actions of the Deed Administrator are taken on behalf of PLA and the Deed Administrator shall not be liable in any capacity under or in respect of the Implementation Deed.

Representations, warranties and indemnities

The Scheme Implementation Deed contains customary representations and warranties by each of PLA and Jubilee. Each party indemnifies the other for any breach of the PLA Warranties and Jubilee Warranties (as the case may be).

Termination

Either party may terminate the Implementation Deed before the Second Court Date for the Scheme by written notice to the other if:

• any of the conditions precedent for that party’s benefit have become incapable of satisfaction, or have not been satisfied or waived, by 31 May 2013;

• the other party is in material breach of certain material obligation under the Implementation Deed and that breach is not remedied; or

• a regulated event occurs with respect to the other party.

Jubilee may terminate the Implementation Deed before the Second Court Date by written notice to PLA if the Deed Administrator publicly changes its recommendation for the Scheme or publicly recommends to PLA shareholders any superior proposal.

PLA may terminate the Implementation Deed before the Second Court Date by written notice to Jubilee if a majority of the Jubilee Board publicly changes their recommendation in relation to the Jubilee shareholder resolutions for the Scheme or publicly recommends to Jubilee shareholder any superior proposal.

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4.2.1.2 Transaction Support Deed

PLA, Jubilee and Macquarie entered into a Transaction Support Deed on 25 February 2013 under which MBL has agreed to support and vote in favour of the Creditor Compromise at the meeting of PLA creditors to vary PLA’s DOCA, amongst other matters including providing for the cancellation of the PLA option to acquire PLA shares held by Macquarie and the discharge of debt owed to MBL by PLA and a number of its subsidiaries (Security Providers).

Conditions precedent

The operation of the Transaction Support Deed is conditional on the satisfaction of  the following conditions precedent:

• each Security Provider other than PLA executes a deed poll in favour of Macquarie acceding to the Transaction Support Deed, and agreeing to release Macquarie from obligations under the PLA facility agreements;

• the Scheme becoming effective;

• PLA obtaining a waiver from ASX of the requirements under Listing Rule 6.23.2 to obtain PLA shareholder approval to the cancellation of Macquarie’s PLA options; and

• the Security Providers having received all necessary approvals from regulatory authorities for the issues and transfers of cash contemplated under the Transaction Support Deed.

Transaction support

MBL is obliged to exercise its voting rights as a PLA Creditor to vote in favour of the DOCA Variation at a meeting of PLA Creditors, provided that the variation effects a compromise of Macquarie’s debt under the terms of the Creditor Compromise.

Cancellation of options

Under the Transaction Support Deed, Macquarie’s PLA options will be cancelled on the implementation date of the Scheme, for an aggregate consideration of AU$1.

Settlement of Macquarie’s debt

The debt owed by the Security Providers to Macquarie will be fully and finally settled on the implementation date of the Scheme on the following terms (unless otherwise reasonably directed by PLA to ensure the transfers and issues are compliant with all applicable laws and requirements of regulatory authorities):

• Jubilee must pay the cash payment and issue the Jubilee ordinary shares (in the form of Jubilee CDIs) to the Security Providers in accordance with the terms of the Creditor Compromise, in the amounts and numbers as directed by PLA; and

• each Security Provider will direct Jubilee to pay the cash payment, and issue the Jubilee Shares (in the form of Jubilee CDIs), to which it is entitled to Macquarie in full and final satisfaction and settlement of Macquarie’s debt.

Releases

Subject to receipt by Macquarie of the cash and Jubilee CDIs it is entitled to under the terms of the Creditor Compromise:

• with effect from the implementation date of the Scheme, Macquarie releases and discharges the security held by it over the assets of the Security Providers, and discharges all related encumbrances;

• Macquarie must do all further acts and do all things by law or reasonably requested by PLA or by Jubilee to effect the releases and discharges, including providing all reasonable assistance in relation to the Security Providers granting or providing encumbrances in favour of new financiers; and

• with effect on and from the implementation date, each Security Provider releases Macquarie from its obligations under the Macquarie finance documents.

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Termination

The Transaction Support Deed terminates on the earlier of:

• all of the conditions precedent set out in the Implementation Deed not be ing satisfied or waived in accordance with their terms before the end date under  the Implementation Deed (31 May 2013 unless extended by agreement), on 31  May 2013; or

• notice from Macquarie to PLA and Jubilee if (a) the Implementation Deed terminates; or (b) a majority of the Jubilee Board changes its recommendations on the Jubilee shareholder resolutions concerning the Scheme or recommends a superior proposal.

4.2. 2 The Acquisition

In terms of the Scheme it is proposed that Jubilee will, subject to Jubilee shareholder approval at a general meeting, acquire all of the Scheme Shares. As consideration Scheme Shareholders will receive fully paid Jubilee ordinary shares in the form of Jubilee CDIs, unless a Scheme Shareholder elects to receive Jubilee ordinary shares listed on AIM or the JSE in accordance with the terms of the Implementation Deed, such that PLA shareholders will hold in aggregate 36% of the Enlarged Group before the Specific Issue. Following the Specific Issue PLA shareholders will hold approximately 30.75% of the Enlarged Group.

Certain PLA shareholders will be ineligible to receive the Scheme Consideration, namely PLA shareholders whose registered address is a place outside Australia and its external territories, New Zealand, South Africa, United Kingdom, Germany, Switzerland, Hong Kong, Singapore and Panama unless Jubilee and PLA are satisfied that such country of residence permits the issue of Jubilee ordinary shares to such PLA shareholder. Such shareholders entitlement will be sold on a financial market on which Jubilee is listed and net cash proceeds paid to each ineligible PLA shareholder. The entitlement of an ineligible shareholder will be calculated on an average basis so that all ineligible shareholders receive the same price per Scheme Share, subject to rounding.

As at the date of signature of the Transaction Agreements and as announced on SENS on 25 February 2013, the ratio of Jubilee shares offered to PLA shareholders equated to 1 Jubilee share for every 2.593 PLA shares held (19 4 735 826 Jubilee ordinary shares in aggregate). Jubilee ordinary shares will be issued to PLA shareholders in consideration for their PLA shares at an issue price to be determined on the Effective date but for purposes of inclusion in the circular a price of 9 pence per share has been assumed, being a 20.98% discount to the 30-day Volume Weighted Average Price of Jubilee shares on 22 February 2013, the day prior to the execution of the Transaction agreements.

The mining rights of PLA are unaffected by the Acquisition as the direct shareholding in the companies holding the mining rights remain unaffected in PLA. Accordingly, the directors of Jubilee confirm that:

– there are no legal proceedings that may have an influence on the rights to explore or  mine; and

– PLA is in possession of the necessary legal title or ownership rights to explore, mine  or  explore and mine its minerals.

The articles of association of PLA will be amended to be compliant with Schedule 10 of the Listings Requirements pursuant to the implementation of the Acquisition.

The vendors of PLA are all the shareholders of PLA as at the record date for the Scheme. PLA had 6 569 shareholders as at 20 March 2013, of whom the following holders held in  excess of 3% in the issued capital of PLA:

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SHAREHOLDER HOLDING

% OF ISSUED

CAPITAL

National Nominees Limited 31 596 560 6.26J P Morgan Nominees Australia 36 445 819 7.21HSBC Custody Nominees 24 575 224 4.87Mr PA van der Spuy 16 580 545 3.28

None of the shareholders of PLA are related parties of Jubilee.

The table below illustrates, on a pro forma basis, a reconciliation between the purchase consideration for the Transaction and the proportionate value of the net assets of PLA:

(GBP’000)

Purchase consideration – share issue 17 587Purchase consideration – MBL conversion 7 500Purchase consideration – MBL repayment (AU$9.8 million at the closing rate at 31 December 2012) 6 286Purchase consideration – transaction with creditors (excluding Trust expenses of AU$250,000) 1 464

Total purchase consideration 32 837

(GBP’000)

Net working capital acquired 6 132Cash and cash equivalents 1 143Property, plant and equipment 25 086Mining Interests 27 307Other Assets 897Deferred Tax Asset 16 815Provisions (1 088)Other Liabilities (22)Interest-bearing liabilities 3 725Deferred Tax Liability (3 913)Non-controlling Interest 13 847

Net identifiable assets 89 927

Gain on bargain purchase (43 244)

4.2.3 Specific issue of shares for cash to settle Debt

Under secured debt facilities, MBL is owed debt by PLA and a number of its subsidiaries. As part of the Transaction, approximately 50% of current debt held by the senior creditor in PLA  will be converted into equity in the enlarged group valued at approximately AU$11.1 million (£7.5 million).

On Completion:

(a) if the quantum of the Debt is AU$21.2 million, 83 885 210 Jubilee ordinary shares will be issued to Macquarie (in the form of Jubilee CDIs), a public shareholder, in  terms of the specific issue at an issue price of 9 pence per share as stipulated in the Implementation Deed, being a 20.98% discount to the 30-day Volume Weighted Average Price of Jubilee shares on 22 February 2013, the day prior to the execution of  the Implementation Deed. The balance being the sum of AU$9.8 million will be paid to MBL;

(b) if the quantum of the Debt is greater than AU$21.2 million, in addition to the Jubilee shares and cash referred to in (a) above, any excess will be paid to MBL in cash;

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(c) if the quantum of the Debt is below AU$21.2 million, the cash to be paid and Jubilee shares issued to MBL in terms of (a) above will be reduced as follows:

• 50% of the deficiency in cash; and

• the number of Jubilee ordinary shares representing the amount of 50% of the deficiency at 9 pence per Jubilee ordinary share (at the GBP: AUD exchange rate on  the date immediately preceding the Completion date).

Upon the receipt of the cash and Jubilee ordinary shares contemplated at (a), (b) or (c) above, the Debt will be released on the basis that it has been settled and paid in full, and  the  securities given by PLA in favour of MBL will be discharged.

Subject to regulatory compliance, and any alternative agreement, the mechanism of the settlement of the Debt shall be as follows:

• at the request and authorisation by PLA, Jubilee will pay a proportion of MBL’s entitlement to the cash payment and issue a proportion of Jubilee ordinary shares to PLA;

• PLA will confirm the proportion of cash and shares from Jubilee that are to be paid and  issued by Jubilee to MBL; and

• on instruction from PLA, the full amount of cash and Jubilee ordinary shares will be paid and issued to MBL in full and final satisfaction of the Debt.

The senior creditor is a public shareholder and is not a related party in terms of the Listings Requirements.

The Specific Issue is subject to the passing of an ordinary resolution achieving a 75% majority of votes cast in favour of such resolution by Jubilee shareholders in general meeting, excluding any parties and their associates participating in the Specific Issue.

Details of all issues of Jubilee ordinary shares in the previous three years can be found in  paragraph 16c of the revised listing particulars.

4.2. 4 Specific issue of shares for cash to extinguish all creditors’ claims against PLA

Upon the termination of the varied DOCA, the rights, discretions and obligations of the deed administrator with respect to money owing by PLA to its creditors will vest in the Trustee. The trust fund will consist of AU$918 065 cash to be provided by Jubilee, which is to be received by the Trustee on the Completion date (Trust Fund).

In addition, following adjudication of all creditor claims, the Trustee will direct Jubilee to issue up to 9 498 444 Jubilee shares to PLA creditors as determined below (“Unsecured Creditor Shares”) at a price of 10.9 pence as stipulated in the Implementation Deed, being a 4.3% discount to the 30-day Volume Weighted Average Price of Jubilee shares on 22 February 2013, the day prior to the execution of the Implementation deed. Pursuant to the terms of the Trust, the Trustee will distribute the Trust Fund, and direct Jubilee to issue Jubilee ordinary shares to ordinary unsecured creditors, as follows:

• firstly, and in priority to all other distributions, reimbursement and payment of both the deed administrator’s and Trustee’s remuneration, costs, expenses and disbursements (estimated to be AU$250 000); and

• Priority Creditors (i.e. PLA employees) will receive 100 cents in the dollar cash in compromise of their admitted claims (estimated to be AU$452 491).

For the benefit of ordinary unsecured creditors being all unsecured creditors other than Priority Creditors (Unsecured Creditors), each Unsecured Creditor with an admitted claim will receive (in respect of their admitted claims):

• up to the first AU$15 000 of their claim in cash (estimated to be AU$215 574) (subject to downwards adjustment in the event additional claims are realised and adjudicated, or current admitted claims are adjusted for a value greater than ascribed) (the “Cash Amounts”); and

• for those ordinary unsecured creditors that have admitted claims in excess of the Cash Amount, the Trustee will direct Jubilee to issue directly to those ordinary unsecured creditors, that number of Jubilee shares (N) calculated as follows (rounded up to the nearest Jubilee share):

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N = The lesser of:

(Unsecured Creditor Shares x Specified Proportion)

and

(Excess Amount/Jubilee Share Price)

Where:

• Unsecured Creditor Shares has the meaning given above;

• Specified Proportion, in respect of an ordinary unsecured creditor, means the proportion the ordinary unsecured creditor’s adjudicated claim represents to the total amount of  ordinary unsecured creditors’ admitted claims;

• Excess Amount, in respect of an ordinary unsecured creditor, means the amount by which the ordinary unsecured creditor’s claim exceeds the Cash Amount (in Australian dollars); and

• Jubilee Share Price means 10.9 pence, converted into Australian dollars at the GBP: AUD exchange rate on the date immediately preceding the Completion date.

If, after paying all Cash Amounts to ordinary unsecured creditors with admitted claims, cash remains in the Trust Fund, the Trustee will return to Jubilee the balance.

The Trust Fund will be distributed in accordance with the ordinary statutory priorities under section 556 of the Corporations Act the terms of which will be reproduced in the Trust with such modification as necessary to provide for distribution by the Trustee under the Trust.

The Unsecured Creditors are public shareholders and are not related parties in terms of the Listings Requirements.

Details of all issues of Jubilee ordinary shares in the previous three years can be found in  paragraph 16c of the revised listing particulars.

The Specific Issue is subject the passing of an ordinary resolution achieving a 75% majority of votes cast in favour of such resolution by Jubilee shareholders in general meeting, excluding any parties and their associates participating in the Specific Issue.

This conversion, of Unsecured Creditors together with the conversion of Debt as detailed in paragraph 4.2.2 to equity, will result in an overall interest of approximately 54.5% for existing Jubilee shareholders in the Enlarged Group. It will also enhance the Enlarged Group’s balance sheet enabling the Group to target project financing for the development of its targeted projects.

4.2. 5 Effective date

The effective date for the Transaction will be the effective date of the Scheme, which is anticipated to be the date of Court approval of the Scheme in Australia, the final Court date anticipated to be mid-May 2013.

4.2. 6 Warranties

The Implementation Deed contains warranties, representations and related undertakings, underpinned by disclosure letters, as are normal for a transaction of this nature.

4.2. 7 Board appointments

In terms of the Implementation Deed, PLA shall be entitled to nominate two individuals to  the board of Jubilee, subject to Jubilee shareholder approval.

4.2. 8 Exclusivity and break fee

In terms of the Implementation Deed, PLA has granted Jubilee standard exclusivity arrangements from the date of signature of the Implementation Deed and ending on the earlier of:

– the date on which the Implementation Deed is lawfully terminated in accordance with its  terms;

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– the implementation date, being 10 business days after the Scheme becomes effective; and

– 31 May 2013.

The exclusivity period may be extended if agreed to by both PLA and Jubilee in writing.

Subject to certain terms and conditions, should either PLA or Jubilee withdraw from the Transaction, such party will be required to pay the other party a break fee in an amount of  AU$400 000.

4.3 Funding arrangements

The Transaction is a share-based transaction whereby Jubilee acquires all of the listed ordinary shares in PLA by offering current shareholders in PLA, Jubilee ordinary shares at a proposed ratio of 1 Jubilee share for every 2.593 PLA shares held. This results in a 64% holding for existing Jubilee shareholders, in the combined assets of the Enlarged Group, before any debt conversion.

Also as part of the Transaction, 50% of current debt held by the senior creditor in PLA will be converted into equity in the enlarged group valued at approximately AU$11.1 million ( GBP7.5 million). This conversion of debt to equity will result in an overall interest of approximately 54.5% for existing Jubilee shareholders in the Enlarged Group. It will also enhance the Enlarged Group’s balance sheet enabling the group to target project financing for the development of its targeted projects.

In terms of the Transaction Agreements Jubilee will procure project funding for the recommissioning of the Smokey Hills mine of at least ZAR190 million by the date of the Jubilee shareholder meeting to approve the Transaction. The project funding is targeted at project level leveraging off the enhanced balance sheet of the Smokey Hills mining project to minimise dilution of Jubilee shareholders.

4. 4 Pro forma financial information and effects

4. 4.1 Pro forma financial statements

The unaudited pro forma financial effects set out in paragraph 4. 4.2 below should be read in conjunction with the unaudited pro forma statement of financial position and statement of comprehensive income of Jubilee after giving effect to the Transaction, which financial statements are set out in Annexure 3 to this circular.

The gain on bargain purchase applicable to the Acquisition is reflected in the unaudited pro  forma statement of financial position set out in Annexure 3 to this circular.

4. 4.2 Pro forma effects based on the reviewed interim financial results of Jubilee and PLA  for the six months ended 31 December 2012

The table below sets out the unaudited pro forma financial effects of the Transaction on, inter alia, Jubilee’s EPS, fully diluted EPS, HEPS, fully diluted HEPS, NAV per ordinary share and TNAV per ordinary share based on the most recently published reviewed interim results of Jubilee for the six months ended 3 1 December 2012 and the most recently published reviewed interim results of Platinum Australia for the six months ended 3 1 December 2012. The unaudited pro forma financial effects are based on the assumptions set out beneath the table and include assumptions on share price.

The unaudited pro forma financial effects are the responsibility of the Directors and have been prepared for illustrative purposes only. Due to the nature of these unaudited pro forma financial effects, the table below may not fairly present Jubilee’s financial position, changes in equity and results of its operations or cash flows for the period. It does not purport to be indicative of what the financial results would have been, had the Transaction been implemented on a different date. It must be noted that PLA is a company that was placed under administration during the latter half of 2012 which compromises some of the inputs used to prepare the unaudited pro forma financial effects.

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Pro forma financial effects

Reviewedfinancial

information(1)

Pro formaadjustments(2)

Unaudited proforma financial

information(3)

Percentagechange

EPS (pence) (1.40) 7.19 5.79 513.57Diluted EPS (pence) (1.40) 7.19 5.79 513.57HEPS (pence) (1.40) (0.23) (1.63) (16.43)Diluted HEPS (pence) (1.40) (0.23) (1.63) (16.43)NAV per share (pence) 21.46 1.16 22.62 5.41TNAV per share (pence) (3.10) 8.31 5.21 268.06Ordinary shares in issue (‘000) 321.13 288.80 609.93 89.93Weighted average number of ordinary shares in issue (‘000) 293.79 288.79 582.58 98.30Diluted weighted average number of ordinary shares in issue (‘000) 293.79 288.79 582.58 98.30

Notes and assumptions:

1. Extracted from the reviewed interim results of Jubilee for the six months ended 31 December 2012.

2. Prepared on the assumption that the Transaction took place on 1 July 2012 for purposes of the unaudited pro forma statement of comprehensive income and on 31 December 2012 for purposes of the unaudited pro forma statement of financial position.

3. The detailed unaudited pro forma financial effects of the Transaction and the notes thereto are set out in Annexure 3A to this circular.

The independent reporting accountants’ limited assurance report on the financial effects is  set out in Annexure 4A to this circular.

4.4.3 Pro forma effects based on the audited annual financial results of the parties for the year ended 30 June 2012

The table below sets out the unaudited pro forma financial effects of the Transaction on, inter alia, Jubilee’s EPS, fully diluted EPS, HEPS, fully diluted HEPS, NAV per ordinary share and TNAV per ordinary share based on the most recently published audited annual results of Jubilee for the year ended 30 June 2012 and the most recently published audited annual results of Platinum Australia for the year ended 30 June 2012. The unaudited pro forma financial effects are based on the assumptions set out beneath the table and include assumptions on share price.

The unaudited pro forma financial effects are the responsibility of the directors and have been prepared for illustrative purposes only. Due to the nature of these pro forma financial effects, the table below may not fairly present Jubilee’s financial position, changes in equity and results of its operations or cash flows for the period. It does not purport to be indicative of what the financial results would have been, had the Acquisition and Specific Issue been implemented on a different date. It must be noted that PLA is a company that was placed under administration during the latter half of 2012 which compromises some of the inputs used to prepare the pro forma financial effects.

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Pro forma financial effects:

Auditedfinancial

information(1)

Pro formaadjustments(2)

Unaudited proforma financial

information(3)

Percentagechange

EPS (pence) (2.43) 9.64 7.21 39 6.71Diluted EPS (pence) (2.35) 9.44 7.09 401.70HEPS (pence) (2.43) 0.15 (2.28) 6.17Diluted HEPS (pence) (2.35) 0.10 (2.25) 4.26NAV per share (pence) 25.10 1.25 26.35 4.98TNAV per share (pence) (3.33) 10.58 7.25 317.72Ordinary shares in issue (‘000) 288.12 288.80 576.92 100.24Weighted average number of ordinary shares in issue (‘000) 279.15 288.79 567.94 103.45Diluted weighted average number of ordinary shares in issue (‘000) 288.92 288.80 577.72 99.96

Notes and assumptions:

1. Extracted from the consolidated audited annual financial statements of Jubilee for the financial year ended 30  June 2012.

2. Prepared on the assumption that the Transaction took place on 1 July 2011 for purposes of the pro forma statement of comprehensive income and on 30 June 2012 for purposes of the pro forma statement of financial position.

3. The detailed pro forma financial effects of the Transaction and the notes thereto are set out in Annexure 3B to  this circular.

4. The independent reporting accountant’s limited assurance report on the financial effects is set out in Annexure   4B to this circular.

4.4.4 Independent reporting accountant’s limited assurance report

The independent reporting accountant’s limited assurance report on the unaudited pro forma financial information and effects of Jubilee is set out in Annexure 4 to this circular.

4. 5 Independent Mineral Asset Valuation Reports

In connection with the Acquisition, Venmyn Deloitte has prepared a SAMVAL compliant Independent Mineral Asset Valuation Report on the mineral assets of Platinum Australia. The executive summary of this report can be found in Annexure 5A to this circular. The most recent Independent Mineral Resource and Reserves Valuation on the PLA mineral assets, namely Smokey Hills, Kalplats and Rooderand were prepared in 2011 and are accordingly outdated in terms of the Listings Requirements. As such, shareholders need to be made aware that Venmyn conducted the valuation based on outdated resources and reserves information. Such reports are available for inspection in terms of paragraph 13 of this circular and will also be available on Jubilee’s website www.jubileeplatinum.com. The Venmyn Deloitte report captures the current position and value of the PLA mineral assets at end December 2012 for the purposes of the Acquisition. In addition, a Gap Analysis Report to the shareholders of Jubilee highlighting the extent to which the Independent Mineral Valuation Report on the mineral assets of Platinum Australia needs updating as per the requirements of the Listings Requirements has been included as Annexure 5B to this circular

In connection with the requirement to issue revised listing particulars for Jubilee post the Acquisition Venmyn Deloitte has also prepared a SAMVAL compliant Independent Mineral Asset Valuation Report on the existing mineral assets of Jubilee. The executive summary of this report can be found in Annexure 5C to this circular. In addition, Venmyn Deloitte has prepared an Annual Report compliance letter to Jubilee shareholders demonstrating adherence to paragraph 8.63 (l) of the Listings Requirements incorporating paragraphs extracted from the Jubilee 2012 Annual Report and containing additional paragraphs where the annual report is shown to be non-compliant with paragraph 8.63 (l) of the Listings Requirements. This letter has been incorporated as Annexure 5D to this circular.

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Shareholders are informed that Jubilee will be procuring a CPR on the Enlarged Group as soon as practicable after the conclusion of the Transaction and by no later than the end of the 2013 calendar year, on the basis that a completely revised CPR will be prepared and presented to shareholders that reflects the strategic benefits of the business combination of Jubilee and PLA. The benefits of the business combination can only be quantified once a new mine plan at PLA’s Smokey Hills mine (currently in care and maintenance) has been prepared as well as the synergies that are offered by the Smokey Hills infrastructure can be fully quantified to both Jubilee’s nearby Tjate exploration project and the adjacent platinum tailings reprocessing project. This is essentially a  transformation  of  Jubilee’s current business status. An announcement will be made in this regard and the completed CPR will be available for inspection as outlined above.

The Enlarged Group will focus on the processing of third party material including but not limited to the Dilokong Chrome Mine tailings through the Smokey Hills processing plant to generate early cash flow while commencing with the mine start-up program. The Enlarged Group will also prioritise the internal review of the definitive feasibility study on the Rooderand project to target submission of the definitive feasibility study to the joint venture partner Atla which is the trigger point to increase the Company’s interest in the Rooderand project to 65%.

In addition the Company will seek to submit a mining right application on the Kalplats project with the joint venture partner African Rainbow Minerals (”ARM”) following the conclusion of the definitive feasibility study.

The full text of the Independent Mineral Asset Valuation Reports will lie for inspection in terms of paragraph 13 of this circular and will also be available on the Company’s website at www.jubileeplatinum.com.

4. 6 Revised listing particulars

Section 9.22 of the Listings Requirements requires that an Acquisition by a listed company that will result in the issue of new shares in excess of 25% (based on the existing issued share capital of the listed company) requires the issue of revised listing particulars. The Acquisition, if implemented, will result in the issue of up to 195 409 823 Jubilee ordinary shares, representing 56% of the current issued ordinary share capital of Jubilee. Accordingly, this circular incorporates revised listing particulars as set out in Part II herein.

5. INFORMATION RELATING TO PLATINUM AUSTRALIA

5.1 History and nature of business

PLA is an exploration and mining company specialising in platinum group metals and has been listed on the ASX since 9 October 2000. PLA has developed significant specialised knowledge and expertise of the PGM industry since its inception and in addition personnel within PLA have a high level of skill and experience in the areas of project evaluation and development as well as in the area of mining operations.

PLA owns a majority shareholding in the Smokey Hills Platinum Mine (PLA 69.75%) which was placed on Care and Maintenance at the end of August 2012; and also has interests in two advanced PGM Projects, the Rooderand Platinum Project (PLA 30%, earning 70%) and the Kalahari Platinum Project (PLA 12% earning up to 49%). All of the PLA assets are shallow by South African standards capable of being developed as open pit or shallow underground projects providing significant advantages in terms of capital cost to develop and operating costs.

The projects in which PLA has interests have combined resources of approximately 12 Moz 4E (earning attributable 7 Moz 4E) to a maximum depth of 500 metres below surface.

To date Platinum Australia has spent in excess of AU$150 million in developing the Smokey Hills Mine and completing the Feasibility Studies on the Kalplats and Rooderand Project.

5.1.1 Smokey Hills

The Smokey Hills Mine is located on the eastern limb of the Bushveld Complex on the farm Maandagshoek 254 KT, Mineral Portion 4, which is in the Limpopo Province of South Africa, 300 kilometres (km) north-east of Johannesburg.

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The project consists of two adjacent hills rising some 400 metres (m) above the adjacent “Steelpoort Valley” floor. The project has some 6 km of mapped UG2 reef outcropping around the margins of the two adjacent hills. The Mine is adjacent to and up-dip from the Modikwa Platinum Mine, which is a 50:50 joint venture between Rustenburg Platinum Mines (Anglo Platinum) and the ARM Mining Consortium.

The Smokey Hills Mine consists of an underground mining operation accessed by six adits into the side of the two hills designed to mine up to 60 000 t/month of UG2 ore for treatment through an on-site Processing Plant. Concentrate from the plant is shipped by road to Impala Refining Services (“IRS”) for smelting and refining.

As at 1 July 2012 the mine had reserves of approximately 3.5 million tonnes, at a grade of 4.49 g/t 4E , sufficient for a further five years of operations.

Ownership and Funding

The Smokey Hills Mine is owned by PhokaThaba Platinum (Pty) Limited, which is 69.75% owned by PLA and 30.25% owned by various Black Economic Empowerment (“BEE”) entities, including the Local Community which holds just over 9%. The construction of the Smokey Hills mine was funded by a combination of equity contributions and external debt from Standard Bank of South Africa. The equity contributions were made by PLA, including those on behalf of the various BEE entities, with these monies being repayable from cash flow from the mine.

The total debt owed to PLA by PhokaThaba Platinum (“PTP”) for the initial capital expenditure, capitalised interest and funding of operating losses amounts to ~AU$110 million. In addition Limpopo Platinum (45% owned by PLA) has a debt of ~AU$17 million and Twin Peaks a  debt of ~AU$10 million to PLA. PLA will retain approximately 98% of cash flows from the project until all debt has been repaid from the project and from the BEE entities.

PLA is the manager of the mine.

Underground Mine

The underground mining contractor mobilised to site in June 2008 with mining planned to ramp up to a steady state production rate of 60 000 t/month over 18 months. Three underground access drives have been developed into the ends of both Hill 2 and Hill 3. Surface mining proceeded first in these areas and then accesses “portals” were driven into the resulting pit high wall.

Each of the access drives is developed with diesel powered trackless underground mining equipment. Drilling is done by electro-hydraulic drill rig and cleaning by 10t front end loaders and 14t LHD’s into 30t ADT’s delivering straight to the plant or stockpile. Each access is typically 5.0 metres in width by 4.5 metres in height (centre of drive height). The drives are also being developed with a “shanty” back to follow the geometry of the reef plan. During the development of the access drives, the ore reef will be highly diluted by additional footwall waste, but will still run at ~1.4 g/t 4E .

Mine Capital Equipment

All of the fixed plant and the majority of the mobile fleet are owned by the PTP. The mobile plant fleet owned by the mine includes the following equipment:

• Volvo L150F Front End Loader, 3 off;

• SDLG 958L, 2 off;

• Volvo 30E Articulated Dump Trucks, 5 off; and

• Axera DD 210 L drill rig, 2 off.

Processing Plant

The Processing Plant comprises two stages of crushing, milling, flotation, chrome recovery, filtration and tailings disposal and has a standard MF2 configuration normally used in the treatment of UG2 ores.

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The plant produces a concentrate of ~200 g/t 4E which is filtered and trucked to IRS in Rustenburg, where it is smelted and refined under a life of mine off-take agreement. The off-take agreement is considered typical for the industry with payment made for the 4E elements as well as iridium, ruthenium, copper and nickel.

Infrastructure

The mine receives power from the Eskom grid and in addition has an 8 MVA of standby diesel generating capacity installed, sufficient to run the operation. Water is supplied to the mine via a 19 km pipeline (owned by the mine) from the Lebowa Water Authority. Access to the mine from the A51 is via the D4170 District Road which is sealed to within 2.5 km of the mine. The Company is currently sealing the final 2.5 km as part of its Social and Labour Plan commitments.

Current Status

Mining operations switched to Owner Mining in mid-January 2012 in an effort to improve production and reduce costs. However while significant improvement was seen following the transition, the continued decline of PGM prices created significant cash flow problems for PLA and resulted in the decision to place the mine on care and maintenance in late July   2012 after proper consultation with the union and other stakeholders. Production ceased at the end of August 2012.

In October 2012 PLA entered into a binding and exclusive Memorandum of Understanding with Jubilee to treat up to 800 000 tonnes of PGM bearing chrome tailings from the nearby Dilikong Chrome Mine using the Smokey Hills processing plant. The plant has previously successfully treated chrome tailings and will be targeting treating up to 50 000 tonnes per  month of the material.

5.1.2 Rooderand

PLA entered into a Heads of Agreement with Atla Mining Resources (Pty) Limited (“Atla”), under which PLA earned an initial 30% interest in the Rooderand Platinum Project, which covers Portion 2 of the farm Rooderand 46JQ, for making an initial payment of ZAR14 million following the issuing of the Prospecting Right. PLA will earn a further 35% interest for funding and completing a Definitive Feasibility Study (“DFS”) on the project, and can then earn an additional 5% for arranging the financing for the development of the project.

Atla is a BEE company of which one of the largest shareholders is the local Bakgatla Community through the Communal Property Association (“CPA”) a body constituted under South Africa legislation (Communal Property Association Act, 1996) to represent the local community and having the right to acquire and own property on behalf of the community.

A Prospecting Right was issued for the project in November 2009 and PLA has completed two resource definition drilling program comprising 375 holes on the project since this time.

The results from the initial resource definition program were used to complete an initial Mineral Resource Estimate which formed the basis of the Pre-Feasibility Study on the project, released in May 2011. The major results from the PFS and the metal prices and exchange rate assumptions are summarised and provided in Table s below.

Following the positive results of the PFS, a Definitive Feasibility Study (“DFS”) was initiated to be based on an updated Mineral Resource Estimate completed in March 2012. This  was completed in early 2013 and is currently subject to final internal review by PLA. The completion of the DFS will trigger the earn-in of a further 35% of the project, taking the PLA interest to 65%. An application for a Mining Right for the project was submitted in  September 2011 and it is anticipated that this process will take a minimum of 18 months to be approved from the date it is formally accepted.

The DFS is focused on an initial 10-year open pit operation treating 1.2 million tonnes per annum. The major change from the PFS is that the identification of addition shallow resources from the DFS drilling program, combined with optimisation work on the design of the open pit has resulted in the stripping ratio being reduced to below 20:1 in the DFS.

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Summary of Results from Rooderand PFS

Base Case April 2011

Throughput tonnes/annum 1.2 million 1.2 millionO/Cut Stripping Ratio Waste:Ore 35:1 35:1Plant Feed GradeOpen Pit g/t 4E 3.46 3.46U/ground g/t 4E 4.39 4.39Ave Annual Prod 4E oz/annum ~115 000 ~115 000Ave Plant Recovery % 79.4 79.4Operating Life 16 years 16 years

Cash Costs LOM ZAR/t milled 605 605US$/oz 4E 670 680

Basket Price US$/oz 4E 1 575 1 564Initial Capital Cost ZAR 968 million 968 million

US$ 129 million 138 millionNPV 10% (Pre Tax) ZAR 1 616 million 1 367 million

US$ 215 million 195 millionIRR (Pre Tax) % 40 35

Cash flow (Pre Tax) ZAR 4 485 million 3 941 millionUS$ 598 million 563 million

Metal Price and Exchange rate Assumptions

Base Case April 2011Exchange Rate ZAR/US$ 7.50 7Metal Prices ZAR US$ ZAR US$

Platinum Per oz 13 500 1 800 12 600 1 800Palladium Per oz 6 000 800 5 411 773Rhodium Per oz 18 000 2 400 16 401 2 343Gold Per oz 9 975 1 330 10 360 1 480

Basket Price Per oz 11 812 1 575 10 948 1 564

Expenditure on the project to date by PLA is approximately AU$10 million.

5.1.3 Kalahari Platinum Project

PLA signed the formal Joint Venture Agreement with African Rainbow Minerals Platinum Proprietary Limited (“ARMPlatinum”) to acquire up to 49% of the Kalahari Platinum Project (“Kalplats”) in April 2005. The JV Agreement provided for PLA to earn its interest in the project by completing a Bankable Feasibility Study (“BFS”) including further drilling and providing the right for the project to use the Panton metallurgical process (“Panton Process”).

A Prospecting Right was issued for the project in September 2006 and PLA immediately commenced a resource definition drilling program. The drilling program was completed in two parts with a total of 683 holes drilled for 92 529 metres. This is in addition to the 522 holes drilled by Anglo American and Harmony Gold Mining Company prior to 2004.

An updated resource estimate for the Kalplats projected was completed in October 2009. The resource currently stands at 137 354 000 tonnes grading at 1.52 g/t 2PGE+Au, for 6,738,077 ozs, that includes a high-grade resource of 32 501 000 tonnes at a grade of 3.16 g/t 2PGE+Au for 3,303,222 ozs.

Definitive Feasibility Study

A DFS on the Kalplats project , completed in November 2010 , found the project to be   commercially and technically viable. The following tables summarise the key results of  the DFS and the assumptions used in terms of metal prices and exchange rate:

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Summary of Results from Kalplats DFS

Base Case November 2011

Throughput tonnes/annum 1.5 million 1.5 millionPlant Feed Grade g/t 3E 2.96 2.96Production 3E ~105 000 oz/annum ~105 000 oz/annumAve Plant Recovery % 71.2 71.2Operating Life 9 years 9 years

Cash Costs ZAR/t Milled 215 215US$/oz 3E 415 385

Basket Price US$/oz 3E 1 001 1 150Initial Capital Cost ZAR 1 142 million 1 145 million

US$ 150 million 140 millionNPV (Pre Tax)5% ZAR 1 004 million 1 956 million

US$ 132 million 239 million10% ZAR 600 million 1 347 million

US$ 79 million 164 millionIRR (Pre Tax) % 24.5 41

Cash flow (Pre Tax) ZAR 1 602 million 2 849 millionUS$ 211 million 347 million

Metal Price and Exchange rate Assumptions

Base Case November 2011

Exchange Rate ZAR/US$ 7.60 8.2

Metal Prices ZAR US$ ZAR US$Platinum Per oz 11 400 1 500 11 722 1 610Palladium Per oz 3 800 500 4 117 635Gold Per oz 8 360 1 100 9 286 1 725

Basket Price Per oz 1 001 1 149

PLA recently completed additional engineering and design work on the project including updating of the financial model to enable more flexibility in modelling various scenarios. This   has all been submitted to ARM and PLA anticipates that its interest in the project will now increase from 12% to 44%, with the increase to 49% dependent on a decision by  Anglo Platinum on whether they will participate in the project.

Expenditure to date by PLA on this project amounts to more than AU$20 million.

5.1.4 Kalplats Area of Influence (AoI) Project

In December 2007, PLA and ARM applied for a Prospecting Right covering an area approximately 20 km to the north and 18 km to the South of the Kalplats Project. PLA and ARM each have a 50% contributing stake in the joint venture, with PLA appointed to  manage the exploration program. The Prospecting Right was issued in April 2007 and an  aerial magnetic survey was carried out on the project later that year.

The first drilling program on the project, comprising four fence lines of inclined reverse circulation holes over a 2 km strike length, was completed in late 2008. The results from this program were extremely positive, with ore grade mineralisation intersected in every fence line. Results included 5m @ 3.23 g/t 3E PGM (including 3m @ 4.65 g/t) and 6m @ 3.19 g/t 3E PGM (including 4m @ 4.28 g/t).

5.1.5 Stellex North

The Prospecting Right for the Stellex North Project was issued to Stellex Platinum, a joint venture company owned 49% by PLA and 51% by Batsalani (a BEE company) in June 2008.

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PLA have already earned the right to move to a 70% interest in the project, but have not as  yet exercised this right.

In January 2010, Stellex entered into an agreement with JOGMEC under which they would earn an initial interest of 35% in the project by providing funding of US$3.5 million over four years. Under the above agreement, JOGMEC have the right to fund a further US$1.5 million to move to an interest of 50% in the project. To date JOGMEC have spent ~US$2.5 million, so have a further ~US$1 million to spend to earn their 35% interest.

The final agreement on the holding of PLA and Batsalani in the project is still outstanding, with the intent that should JOGMEC remain at 35%, PLA will move to a 39% direct interest in the project, and Batsalani a 26% interest in the project. In the event that JOGMEC move to a 50% interest, then PLA will retain a 24% direct interest in the project and take an interest in Batsalani to retain an overall 35% interest in the project.

5.2 Historical financial information

The audited consolidated historical financial information of PLA for the three financial years ended 30 June 2012, 30 June 2011 and 30 June 2010 and the reviewed interim financials of PLA for the six months ended 31 December 2012 is set out in Annexure 1 to this circular. The Directors are responsible for the accuracy of the relevant financial information extracted from the year-end statements of PLA. The reporting accountants’ limited assurance report on the historical financial information of PLA is set out in Annexure 2 to this circular.

5.3 Material loans

Details of all material loans to PLA and its subsidiaries as at the last practicable date are set out in  Annexure 7 to this circular.

There is no loan capital outstanding at the last practicable date.

5.4 Material changes

There have been no material changes to the financial or trading position of PLA and its subsidiaries since 31 December 2012 as the Group has been placed under administration.

5.5 Litigation

PLA has the following material potential claims outstanding as at the last practicable date:

5.5.1 JIC Mining Services (“JIC”) – JIC claims it is owed ZAR26.8 million at the time of termination of its contract in January 2012 with PhokaThaba. PhokaThaba disputes this and claims that, even if this amount is justified, it is offset by a counter claim owed to PhokaThaba of   ZAR41.7 million. The details of this dispute are summarised below:

“On 9 January 2012 PhokaThaba provided a 90-day notice of termination of the contract as provided in the Agreement for the Provision of Mining Services. Following the serving of notice of termination PhokaThaba agreed to take over management of the mining operation from end of business on Friday, 13 January 2012 in order to ensure that JIC would not incur further losses while working the notice period. Over the next two months various meetings were held to finalise the handover and settle outstanding issues and claims.

A “Without Prejudice” offer was submitted to JIC, on 11 April 2012, to settle the net outstanding amounts owed by it to PhokaThaba at ZAR1 4.9 million. On 10 May 2012 a letter was received by PhokaThaba from JIC denying it owed any monies to PhokaThaba and claiming it was owed ZAR26.79 million. The claim was in the view of PhokaThaba without merit and designed to offset the legitimate PhokaThaba claim. Items claimed included ZAR26.79 million for backlog tonnes, when the backlog tonnes were actually greater (as measured by independent survey) than when JIC arrived and ZAR2.6 million for ‘’excess labour” when their labour numbers w ere actually below complement. In their claim J IC had discounted payments due to PhokaThaba of ZAR4.4 million for accrued leave for employees; ZAR4.36 million for standing time; ZAR2.9 million for missing equipment from the census completed by both parties on termination; and, ZAR8.9 million for refurbishment of capital equipment based on an OEM survey as provided by the contract.

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In addition following the closure of the Smokey Hills Mine, the entire mining labour force was laid off and redundancy payments of ZAR5.3 million were paid by PhokaThaba which JIC were potentially “jointly and sever ally” liable for with PhokaThaba.“

5.5. 2 The Commission for Conciliation Mediation and Arbitration (“CCMA”) – PhokaThaba is currently defending six CCMA cases which have been initiated by former employees of PhokaThaba or JIC. These claims have a potential liability to PhokaThaba of approximately ZAR2 .8 million. Although PLA believes that many of these will be settled in its favour this full amount has been allowed in the cash flow to April 2013 and the amount has been accrued in the interim results for PLA for the six months ended 31 December 2012.

5.5. 3 Pro-parts Unsettled Claim – ZAR2 .4 million and Rock Mining Unsettled Claim ZAR1 million. Pro-parts provided mining equipment to PhokaThaba on a dry hire basis. The equipment was used at the Smokey Hills Mine and was maintained by PhokaThaba mechanics with Pro-parts supplied parts. On or about August 2012 Pro-parts entered into business rescue, on 3 October 2012 Pro-parts was placed into provisional liquidation before being placed into final liquidation on 24 October 2012. Prior to Smokey Hills being placed on care and maintenance Rock Mining continued providing spares to PhokaThaba for the repair and maintenance of Pro-parts equipment. Without completing formal company searches it would appear Rock Mining and Pro-parts have similar principals. The amounts claimed by Rock Mining are as a result of a contractual obligation between PhokaThaba and Pro-parts. PhokaThaba is waiting for Rock Mining and Pro-parts to reconcile amounts outstanding and to what entity they are outstanding to. Once the amount outstanding is agreed and finalised PhokaThaba will enter into a settlement agreement with Pro-parts and Rock Mining. The above amounts have been allowed in the cash flow throughout to April 2013 and the amount ha ve been accrued in the interim results for PLA for the six months ended 31 December 2012.

5.5. 4 Department of Labour – Compensation Fund Assessment in terms of Compensation and Occupational Injuries and Diseases Act (“COIDA”) provided an assessment of ZAR6 .2 million (including interest) as payable for the period from 1 March 2012 to 28 February 2013, payable in six tranches of ZAR1 million. The first three tranches totalling ZAR 3 million were paid through to end August 2012. PhokaThaba has disputed the balance to be paid as the mine was placed on care and maintenance at end August 2012 and the assessment is based on the payroll value. PhokaThaba is currently engaging with the Department Labour to reach a settlement on the amount to be paid. An amount of ZAR500 thousand has been allowed in the cash flows through to April 2013 to settle the balance, however agreement has still to be confirmed with the Department of Labour that the balance of ZAR2 .6 million is not payable. PLA met with a COIDA official on 14 February 2013 at the Compensation Commissioner’s Offices in Pretoria to discuss the above issue and was advised the following:

5.5. 4.1 after end February 2013 PLA should submit the annual labour return for 2012/2013 to COIDA prior to the end of March 2013;

5.5. 4.2 PLA should submit a covering letter and all supporting documentation in relation to the mine closure and retrenchment of employees; and

5.5. 4.3 COIDA will then provide PLA with a new assessment based on updated actual numbers for the year (2012/2013).

5.5. 5 The PhokaThaba payroll administrators, Houston Brown Jackson, have calculated that the actual figure payable will be ZAR3 .4 million, Stella Platinum (Pty) Limited (“Stella Platinum”)Potential Liability – Stella Platinum holds a 12% interest in a joint venture with African Rainbow Minerals Limited (“ARM”) for the Kalahari Platinum Project (“Kalplats”) (“Kalplats JV”). In November 2012 ARM, on behalf of the Kalplats JV submitted an application for a Retention Permit which if granted would require a payment to the Department of Mineral Resources in the order of R19 million. The amount which each party would be liable to pay is the subject of ongoing discussions between the parties. PLA has addressed a number of outstanding issues in relation to the DFS and submitted these to ARM. PLA has submitted a formal letter to ARM seeking formal acceptance of completion of the DFS and earn in to its 44% to 49% interest in the project and proposing the development of Kalplats. The parties are now in discussion regarding the proposed development and the submission of a Mining Right Application, which could be completed in two to three weeks at a cost of ZAR250 thousand (51% of which would be for the account of ARM). This application will then replace the Retention Permit Application.

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5.5. 6 In late 2011 Atla advised PLA that an application had been lodged by Rustenburg Platinum Mines Limited (“RPM”) in which it sought, in particular:

• to interdict the Minister of Mineral Resources and other state functionaries from accepting and/or granting further applications for prospecting rights, mining rights or any other rights, permits or permissions in terms of the relevant South African legislation covering Portion 2 of the farm Rooderand 46JQ; and

• an order to separately determine and grant RPM exemption from the requirements of  the Promotion of Administrative Justice Act, thereby allowing the court to determine the merits of its application for a new order prospecting right.

Despite this application being lodged the Department of Mineral Resources formally accepted the application for a Mining Right in December 2011 and the Company commenced work on  the Environmental Impact Assessment and submitted the Environmental Management Plan covering the Rooderand Project in June 2012.

The judgement on the application which was handed down in May 2012 was that the application for exemption from the Promotion of Administrative Justice Act be dismissed and the Minister of Mineral Resources should review the decision not to grant RPM a new order prospecting right and the Director General should review the granting of the new order Prospecting Right to Atla.

In addition RPM was granted an interim interdict to prevent the Minister and the Department of Mineral Resources issuing a Mining Right to Atla until the above appeals have been determined. Although the interim interdict did not impact the ongoing work being undertaken as part of the application for a Mining Right and the legal view was that there were very limited grounds for an appeal, Atla nevertheless lodged an application against the interim interdict.

PLA was advised by Atla in August 2012 that the appeal against the interdict had been unsuccessful, which was not unexpected.

The dispute between PLA and Atla centres on a claim by Atla , initially made in a letter dated 27 September 2012, that by virtue of being under Voluntary Administration, PLA was under judicial management as contemplated in Clause 18 of the Heads of Agreement. On the basis of this claim Atla held that PLA were therefore deemed to have offered its project interest for sale to the other shareholder (being Atla) at fair market value. PLA provided legal advice provided by Clayton Utz which made it absolutely clear that PLA was not under judicial management as contemplated by Clause 18 of the Heads of Agreement.

The Deed Administrator has applied for, and received, approval from the Australian Securities and Investments Commission for relief from Part 2M.3 of the Corporations Act, being an extension of time to provide financial statements for the financial year ended 30 June 2012. These financial statements were provided on 14 February 2013.

5.5.7 Some of PLA’s subsidiaries are currently involved in a dispute with SARS over outstanding tax interest/penalties SARS have claimed. The amount of SARS’ claim in this regard totals ZAR 1 million which is disputed by the subsidiaries.

The table below provides a summary of legal disputes and claims provided for in the accounts for PLA:

Dispute/ClaimPossible loss

(Disputed)Probable loss

(Provided)

JIC Mining Services ZAR26.8 million ZAR NilCCMA ZAR Nil ZAR2.8 millionPro-parts Unsettled Claim ZAR Nil ZAR2.4 millionRock Mining Unsettled Claim ZAR Nil ZAR1 millionCOIDA ZAR3.2 million ZAR3.4 millionStella Platinum (Pty) Limited R19 million ZAR NilSARS ZAR1 million ZAR Nil

Total ZAR50 million ZAR9.6 million

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The following disputes have the ability to have an adverse effect on the asset values of PLA but are not deemed to be material to the Enlarged Group:

• there is currently an interdict in place in respect of PLA’s rights in and to the Rooderand Project (paragraph 5.5.6); and

• there is currently a dispute between PLA and Atla, PLA’s joint venture partner on the Rooderand Project (paragraph 5.5.7).

5.6 Material contracts

Save for the Transaction Agreements there have been no material contracts entered into, other than in the ordinary course of business, by PLA or any of its subsidiaries, either verbally or in writing, in the two years preceding the last practicable date nor are there any such contracts entered into at any time that contain an obligation or settlement that is material as at the last practicable date.

6. INFORMATION RELATING TO JUBILEE

6.1 History, nature of business and business overview

History

Jubilee was incorporated in England and Wales on 12 June 2002; it was subsequently listed on the AIM market of the LSE on 31 July 2001 and on the Main Board of the JSE on 7 December 2006.

Nature of business

Jubilee is a mining exploration and development company with a primary focus on platinum group elements (“PGE”). Through recent acquisitions, the Company has added PGE and ferroalloy smelting and refining to its capability. The Company aims to create an integrated mine-to-metals company with a primary focus on platinum. This mission is based on modern and thoroughly-proven smelting technology to process the Company’s own and other’s high-chrome PGE concentrates and, importantly, to improve mining environments by reprocessing mine tailings dumped by other miners.

Business overview

Jubilee recognised growing demand in Southern Africa for the retreatment of waste and tailings materials in the Mining and Metals industry to recover trapped valuable materials. Companies in these industries can no longer continue to store these materials in large waste dumps without offering the authorities and effective retreatment or disposal plan. Anti-dumping treaties prevent companies from moving this material across borders without demonstrating a responsible retreatment process to avoid further environmental damage. Numerous of these waste dumps exist within Southern Africa in desperate need of a solution. Jubilee, in conjunction with Mintek, the South African National Mineral Research Organisation has developed the patented ConRoast Process which offers an effective smelting solution to the retreatment of many of these waste dumps.

6.1.1 JSR

The Company expanded its smelting facility to key 10MW capacity in 2011 and expanded its processing capacity through the commissioning of a new 5MVA furnace in January 2012. JSR is uniquely positioned in South Africa for the processing of primary and secondary waste materials. It holds a strategic competitive edge to its peers through holding the exclusive rights to the technologies deployed, having fully permitted operations and an on-site power generation plant from Sasol-gas driven generators on-site owned by Power Alt. Power Alt has been awarded the tender by Eskom to supply 5.1MW of power from September 2012. Its diverse smelting and processing technologies offers unique capability to the mining and metals industry in South Africa. The Smelter processes are based on the fully patented ConRoast Process (ConRoast) and Reductive Smelting Technology (RST). Installed capacity is underpinned by key supply contracts from Columbus Stainless (Pty) Limited and Dense Media Separation (DMS) Products. Both contracts are based on the processing of waste

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materials to produce alloys and inert slags. JSR has a strong growth potential – currently trialling waste material from BCL (1.5 million ton waste dump in Botswana), Empress Nickel (10 million ton waste dump in Zimbabwe) and Mogale Alloys (75 000 ton hazardous waste dump west of Johannesburg). JSR enjoys a commanding position in the market.

ConRoast

JSR increased its smelting capacity to 10MW through funding from Jubilee for a new furnace. The investment included both recommissioning of current infrastructure and the addition of a new 5MVA ARC furnace with supporting off-gas systems. Additional capacity to process up to 2 400 tpm of feed material and the processing facility has reached critical size to make a positive cash flow contribution to JSR. JSR is now a processing facility of  sufficient critical mass to attract interest from large industrial players.

The site also has diverse smelting and processing technologies which offers unique capability to the mining and metals industry in South Africa. Smelter processes are based on the fully patented ConRoast and Reductive Smelt Technologies (RST). These reductive processes ensure an order of magnitude lower atmospheric emission and are specifically targeted in the reprocessing of waste material from the Mines and Metals industry.

Jubilee has continued to invest in JSR and remains fully committed to the targeted strategy. JSR has secured key processing contracts to secure short-term growth and sustainability for the Company. JSR is well positioned to capitalise on the growing demand for the reprocessing of secondary waste materials and holds a competitive edge over its peers. A modest capital injection into the operation has a dramatic impact on growth.

6.1.2 Power Alt

On 15 August 2012, the Company entered into a Power Purchase Agreement through one of its subsidiaries, Power Alt, for the supply of short-term energy to Eskom Holdings SOC Limited until 31 December 2012 with an option to extend same until 31 December 2013. Power Alt is Jubilee’s first private power plant in South Africa to receive both a power generation and power trading license from the national energy regulator of South Africa ESKOM.

Jubilee owns 70% of Power Alt which in turn owns the on-site 11MW gas-fired electricity generation plant in Middelburg, has been awarded a tender to supply 5.1MW of power to the national electricity utility company worth an estimated ZAR12.4 million (GBP970 000 at current exchange rates) in sales, for an initial trial period of four months. The 5.1MW is surplus to current requirements of the Company’s Middelburg smelter and more may become available following the review of continued use of older furnaces.

The Sasol gas line that supplies the gas to the plant has an additional equivalent 10 MW of  unused gas available for future expansion. The JSR site has the requisite infrastructure, secured power supply and environmental permits.

6.1.3 Tjate Platinum Project (“the Project”)

The Project comprises three farms Dsjate 249 KT, Fernkloof 539 KS and Quartzhill 542 KS and is located in the eastern Bushveld of South Africa. The Project contains a SAMREC-compliant resource of 25 million ounces 7E in the indicated and inferred resource category or 22 million ounces 4E in the indicated resource categories.

In November 2011, the Company received, on behalf of Tjate, a ZAR75 million ( GBP6 250 million) cash offer (“the Offer”), from a major mining company (“the Mining Company”) for Quartzhill. The Tjate Board resolved to accept the Offer and has advised the Mining Company of its decision. The Offer is subject to contract, the approval of the DMR and other relevant regulatory bodies, the Mining Company’s Board approval and due diligence.

The Tjate Board believes, as confirmed by independent mining industry consultant Snowden Mining Industry Consultants (Pty) Limited’s opinion, that Quartzhill can be considered to be a  non-core asset. Any economic value from the farm would accrue to Tjate shareholders only in the very long term, estimated at more than 30 years from initial mining on the Project.

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Quartzhill has not been drilled and it is distant from the planned initial mine infrastructure, which may impact unfavourably on any future mine economics in this area. The mineable value of Quartzhill has been subordinated in the mine works programme and excluded from the current mine plan proposed in Tjate’s mining right application submitted to the DMR.

The Tjate Board and the Company believe the Offer provides value for Tjate shareholders and that this cash offer gives Jubilee and all the Tjate shareholders the potential to monetise, in the short term, a very long term and therefore non-core asset. Additionally the Offer validates the Company’s original decision to earn into Tjate.

The DMR have not as yet approved Tjate’s application for a mining right . The application was submitted in June 2011. Tjate and the Company believe that the delay is a result of a considerable backlog in applications with the DMR.

Pollux

Jubilee’s subsidiary company Pollux Investment Holdings (Pty) Limited (to be renamed Jubilee Tailings Treatment Company (Pty) Limited) has entered into an agreement with Phokathaba Platinum (Pty) Limited (“Phokathaba”), to toll process the 800 000 tonnes of Dilokong Chrome Mine platinum-bearing tailings using Phokathaba’s concentrator on PLA’s Smokey Hills mine in the Eastern Bushveld. On 13  June 2012 Jubilee was awarded the right to recover the PGMs contained in the Dilokong Chrome Mine Tailings.

6.1.4 Performance Overview

Highlights for the year ended 30 June 2010• Completion of Braemore acquisition

• Commercialisation of ConRoast

• Successful six months operational trial of the Mintek

• ConRoast smelter under commercial conditions

• Commencement of Tjate feasibility study

• Decision to drill in northwest Madagascar

• Positive evaluation of the Leinster Nickel tailings in Western Australia

Highlights for the year ended 30 June 2011

• Acquisition of Thos Begbie Holdings (Pty) Limited and Power Alt

• Installation of the new 5MW AC ferroalloy furnace

• Ramp up of ferronickel production commenced

• Alliance Agreements to utilise ConRoast process with Sylvania Platinum and Northam Platinum

• Completed 14 borehole infill (closed spaced) drilling on Tjate

• Mining Right Application submitted for Tjate project

• Environmental Impact Assessment submitted for Mining Right Application for Bokfontein and Elandsdrift

• Platinum and chrome prospecting rights applied for new portions (64) on Bokfontein farm

• Progressed Economic Evaluation and Engineering Study on Leinster Nickel Tailings project

• Completed feasibility study on CVMR® process for refining PGM – iron alloy from ConRoast

• Ambodilafa drilling contract awarded to local Madagascan company

• £15 million Standby Equity Distribution Agreement (“SEDA”) secured for acquisition of  potential mining opportunities

Highlights for the year ended 30 June 2012

• The Tjate Board resolved to accept the ZAR75 million cash offer for the Quartzhill farm and to negotiate a formal sale agreement

34

• The Company’s Middelburg smelting operations continued to increase production reaching a record 905 tonnes of alloy produced in July 2012 thereby achieving overall profitability of the operations for the month

• Power Alt was awarded the tender in August 2012 to supply power to South Africa’s national power generating company and sale of electricity is expected to commence in October 2012, subject to National Energy Regulator of South Africa’s (NERSA) approval

• The Company has entered into a binding MOU to acquire an additional 19% interest in its 51% owned power generating company Power Alt by way of cash ZAR13 139 000 or issue of Jubilee ordinary shares of equivalent cash value at Jubilee’s election, in three tranches

• Jubilee has increased its interest to 100% in its subsidiary JSR, the holding company of its Middelburg smelting company RST Special Metals Pty Limited via a claims settlement agreement with JSR’s shareholders under the terms of its Shareholders Agreement

• The Company entered into a binding and exclusive MOU to acquire for ZAR3.5 million cash, a 51% interest in a fully BEE empowered entity, which holds the prospecting rights for PGMs on a portion of a farm located in the western Bushveld of South Africa. The farm includes a PGM-bearing chromite tailings dump estimated to contain a minimum of 500 000 tonnes of material

• The Company’s subsidiary Braemore Platinum Smelters (Pty) Limited (“Braemore”) entered into an agreement, which provides an exclusive option to purchase platinum-bearing surface assets existing on various mining claims in Zimbabwe

• Jubilee was awarded an engineering contract to the value of US$298 350 by an established platinum company to incorporate the ConRoast process as part of their overall project feasibility study

• In Madagascar, Jubilee entered into a farm-in agreement with IPR Limited (“IPR”) in August 2012, granting IPR the right to prospect for iron ore on the Company’s Ambodilafa concession. This agreement permits exploration and drilling on the Ambodilafa project to continue without funding from Jubilee. Jubilee retains all existing rights to the PGMs and non-iron ore commodities under the agreement

In Australia, Jubilee is evaluating the recovery of nickel from the tailings of the Leinster mine in Western Australia. The Company has rights through a tailings supply agreement with BHP-Billiton (“BHPB”) to test and, if appropriate, to process the nickel tailings from BHPB’s Leinster mine and conditionally thereafter, from its Kambalda and Mount Keith operations.

Jubilee is dedicated to sustainable and socially responsible development and, as a company, ensures its projects adhere to the highest environmental standards. The Company is also a  firm proponent for the role of foreign direct investment as a key form of social development in developing African countries.

Prospects

The prospects for the Enlarged Group have been set out in paragraph 2 of the revised listing particulars.

6.2 Share capital and major shareholders

6.2.1 Authorised and issued share capital

The authorised and issued share capital and share premium of Jubilee, as at the last practicable date and after giving effect to the Transaction and increase in authorised share capital, is set out below:

Before the Transaction and increase in authorised share capital GBP’000

Authorised share capital500 000 000 ordinary shares of 1 pence each 5 000

35

Issued share capital346 304 575 ordinary shares of 1 pence each 3 463 046

Share premium 95 273 237

Total 98 736 283

After the Transaction and increase in authorised share capital R’000

Authorised share capitalUnlimited ordinary shares of 1 pence each –

Issued share capital346 304 575 ordinary shares of 1 pence each – opening balance195 409 823 ordinary shares of 1 pence each in terms of the Acquisition93 383 654 ordinary shares of 1 pence each in terms of the Specific Issue

635 098 05 2 ordinary shares of 1 pence each – closing balance 6 350 981

Share premium 118 569 280

Total 124 920 261

The above share premium of GBP118.5 million is calculated based on the assumption that the Jubilee ordinary shares are issued at a premium of 8 pence per Jubilee ordinary share. The final ratio of Jubilee ordinary shares to be issued for each PLA share will be determined on the Effective Date.

No subsidiaries of Jubilee Group hold any of the issued share capital as treasury shares as  at  the last practicable date.

Further details regarding the rights attaching to Jubilee ordinary shares can be found in paragraph 18 of the revised listing particulars.

6.2.2 Share price history

The trading history of the Jubilee’s ordinary shares on the JSE is summarised in Annexure 6 to this circular.

6.2.3 Major shareholders

As at 28 February 2013 and after the Transaction, Jubilee shareholders who, insofar as is known to Jubilee, are beneficially interested in 3% or more of the issued ordinary share capital of Jubilee were as follows:

Beneficial shareholderNumber of

shares

Percentageshareholding

before theTransaction

Percentageshareholding

after theTransaction

DirectM & G Investment Management 57 538 948 16.6 2 9.06JP Morgan Asset Management 13 079 120 3.78 2.06Investec Asset Management 17 808 830 5. 14 2.80Barclays Stockbrokers 23 554 182 6.8 0 3.71TD Warehouse, stockbrokers 2 3 552 541 6. 80 3. 71Hargreaves Lansdown Asset Management 17 690 936 5. 11 2. 79Self Trade, Stockbrokers 1 5 030 797 4. 34 2. 37

Total 16 8 255 354 48.59 2 6.49

Jubilee has no controlling shareholder as at the last practicable date and had no controlling shareholder during the past five years.

36

6.3 Information relating to directors

6.3.1 Directors’ emoluments

The total remuneration, benefits and fees received by each of the Directors during the financial year ended 30 June 2012 are shown in the table below:

DirectorShare-based

payments Fees Salaries Bonus GBP’000

ExecutiveL Coetzer – – 272 – 272A Sarosi – – 74 – 74E Victor 337 – 90 3 430

Sub-total

Non-executiveC Bird – – 80 – 80C Molefe – 37 – – 37Dr M Phosa – 50 – – 50

Total 337 87 517 3 943

There are no contractual secretarial or technical fees payable to any of the Directors.

There will be no variation in remuneration receivable by any of the Directors as a consequence of the Transaction, subject to the Directors remaining in their respective positions.

6.3.2 Directors’ interests in shares

The direct and indirect beneficial interests of the Directors, including any director who resigned within the last 18 months, in Jubilee’s ordinary shares at the financial year-end being 30 June 2012, are set out below:

DirectorsDirect

beneficial Total

Percentage ofissued

share capitalbefore the

Transaction

Percentage ofissued

share capital after the

Transaction

Non-executiveC Bird 4 118 950 4 118 950 1.2 0.6

Total 4 118 950 4 118 950 1.2 0.6

No director holds any indirect beneficial holding.

There has been no movement in the direct beneficial holdings of the Directors in Jubilee ordinary shares between 30 June 2012 and the last practicable date.

6.3.3 Directors’ interests in share options

Additional information pertaining to the share options can be found in Annexure A of the revised listing particulars. The Jubilee ordinary share options of the Directors as at 31 December 2012 and as at the last practicable date are set out in the table below:

37

DirectorLast option issue date

Averageexercise

price (pence)

Totalnumber

ofJubileeshares

Approximatepercentage

of Jubileeafter the

Transaction

ExecutiveL Coetzer 7 October 2009 35 3 000 000 0.5A Sarosi 7 October 2009 32 1 650 000 0.3E Victor 15 August 2010 28 2 600 000 0.4

Sub-total 7 250 000 1.1

Non-executiveC Bird 7 October 2009 41 2 650 000 0.4C Molefe 1 March 2006 36 200 000 0.0Dr M Phosa 7 October 2009 35 500 000 0.1

Total 10 600 000 1.7

The Jubilee ordinary share options of the Jubilee employees as at 31 December 2012 and as at the last practicable date are set out in the table below:

Optionholder

Number of Jubilee

OptionsExercise

priceExpiry

Date

W altina van Rensburg 125 000 £0.35 07/10/19

6.3.4 Directors’ interests in transactions

None of the Directors of Jubilee Group, including any director who resigned within the last 18 months, has or had any material beneficial interest, direct or indirect, in any transaction which was effected by the Company during the current or immediately preceding financial year or during any earlier financial year and which remains outstanding or unperformed in  any respect.

6.3.5 Directors’ service contracts

Refer to 6.3.1 for details of directors’ remuneration. The executive directors’ service contacts are reviewed annually and remuneration is adjusted after consideration of key performance indicators and other relevant factors. Notice periods are normal for executive service contracts and do not exceed 12 months.

The executive directors are subject to restraints of trade that are normal for contracts for executive positions. None of the restraints exceed a period of nine months after termination of employment.

6.3.6 Additional information relating to Directors

The full names, positions, dates of appointment, ages, nationalities, business addresses, qualifications and experience of the Directors, the directors of major subsidiaries and senior management of Jubilee can be found in paragraphs 9 and 11, respectively of the revised listing particulars.

Further information regarding the corporate governance of Jubilee is contained in paragraph 9 of the revised listing particulars. The corporate governance statement of Jubilee can be found in paragraph 14 of the revised listing particulars.

6.4 Material loans

Details of all material loans to the Jubilee Group at the last practicable date are set out in Annexure 8 to this circular.

38

There is no loan capital outstanding at the last practicable date and it is not expected that these loans will be repaid within the next 12 months.

6.5 Material changes

There have been no material changes to the financial or trading position of Jubilee and its subsidiaries between 30 June 2012, being the end of Jubilee’s immediate preceding year-end period and the last practicable date. Jubilee’s interim results for the six months ended 31 December were released on SENS on 2 April 2013.

6.6 Working capital

An emphasis was placed on the capability of the Company to continue as a going-concern in the  2012 annual results. This emphasis arose at a particular time within the implementation of the Company’s stated business plan of establishing an operational Mine-to-Metal platinum company. The implementation strategy of the business plan has been clearly stated and focuses on establishing an operational smelter and refining entity with secured low cost power that will be migrated off tolling contracts onto the Company’s self-produced platinum containing material. The Company will secure its own platinum material by initially focusing on surface and shallow near surface material before targeting more traditional platinum mining.

This will enable the Company to continuously grow its earnings capability in the short term while requiring only modest capital investment. The Company has progressed significantly with the implementation of its business plan during the period under review which has continued post the period under review, achieving the following key milestones:

• the Company continued with the ramp-up of the newly commissioned ARC furnace to achieve targeted throughput in the third quarter of 2012 which is reflected in the growth of both the revenue and gross profit margin achieved by the smelter operation;

• the Company secured the rights to recover platinum group-elements (PGEs) from an estimated 800 000 tonnes of PGE-bearing chromite tailings (“Tailings”) and from current arisings on the Dilokong Chromite Mine in the Eastern Bushveld of South Africa;

• the Company’s subsidiary Pollux formalised a binding and exclusive memorandum of understanding with Phokathaba to toll process the Tailings in its nearby Smokey Hills mine concentrator. This arrangement has accelerated the timeline for production from the Tailings by  an estimated 18 months and eliminated the capital investment for a new concentrator;

• the Company entered into a private power purchase agreement with the national energy provider of South Africa for the sale of 5.1MW of power and commenced delivery of power on 23 December 2012. This has the effect of increasing both the Company’s revenue generation and improving the profitability of the smelter operation as the cost of power used by the smelters are offset against the sale of private power;

• in January 2013 the Company entered into an extension to the private power purchase agreement   allowing the sale of up to 10.1MW of power to the national energy provider of South Africa. The contract is valued at approximately ZAR98 million ( GBP7.3 million) per annum. The Company is required to upgrade its power infrastructure to deliver on the increased power estimated at a cost of approximately ZAR5.1 million ( GBP0.38 million); and

• on 25 February 2013 the Directors announced that the Company had entered into an implementation deed and supporting transactional documents with PLA relating to the acquisition of PLA by the Company. This confirms the last remaining component for the Company to build a fully integrated mine-to-metal platinum company.

The Company also secured the continued support from a SEDA backed financing facility during the period under review to ensure that it has access to the required funding to implement the stated business plan in the short term. The Board is of the opinion that the Company’s business plan has been embedded sufficiently during the period under review and the period to date to enable the Company to continue with its operations as a going concern.

In view of the above, the Board is satisfied that:

• the Company and the Group as enlarged by the Acquisition will be able, in the ordinary course of  business, to pay its debt for a period of 12 months from the date of this circular;

39

• the assets of the Company and the Group as enlarged by the Acquisition will be in excess of the liabilities of the Company and the Group, for a period of 12 months from the date of this circular, measured in accordance with the accounting policies used in the audited annual financial statements of the Company and the Group for the period ended 30 June 2012;

• the ordinary share capital and reserves of the Company and the Group as enlarged by the Acquisition will be adequate for ordinary business purposes for a period of 12 months from the date of this circular; and

• after taking into account the existing bank and other facilities available to the Company, working capital available to the Company and the Group as enlarged by the Acquisition will be adequate for ordinary business purposes for a period of 12 months from the date of this circular.

6.7 Litigation

Jubilee had the following litigation/potential litigation matters as at the last practicable date:

6.7.1 Jubilee’s subsidiary, Mineral Resources of Madagascar (MRM) – MRM is suing a Madagascan drilling contractor for contractual non-performance and damages amounting to approximately US$368 000. The drilling contractors’ assets have been frozen by court order pending a ruling . The outcome of this potential litigation will not be material to the Enlarged  Group.

6.7.2 Braemore Platinum Smelters (Pty) Limited – previously received a letter from Crocodile River claiming approximately R1 million, dating back to 2008. Jubilee refuted the claim and there have been no further developments. This amount is immaterial to the Enlarged Group.

There are no legal proceedings of which the Directors are aware that may have an influence on  Jubilee’s right to explore or mine.

6.8 Material contracts

In addition to the Transaction Agreements the following material contracts, other than in the ordinary course of business, have been entered into by Jubilee and its subsidiaries, either verbally or in writing, in the two years preceding the last practicable date or entered into at any time that contain an obligation or settlement that is material as at the last practicable date are:

• During the 2011 Financial year Jubilee acquired the following subsidiaries:

° Thos Begbie Holdings (Pty) Limited on 1 October 2010; and

° Power Alt on 8 March 2011.

Thos Begbie Holdings (Pty) Limited

On 1 October 2011, the date on which control passed and all the suspensive conditions set out in the agreement were met, the Group acquired 70% of the voting equity instruments of Thos Begbie Holdings (Pty) Limited, a company whose principal activities are:

• providing brownfield site to the Group for future expansion;

• smelting of ferroalloy metals; and

• leveraging the access to these processing facilities to establish a complete “mine-to-metals” company in the ferroalloy industry.

Following an implementation agreement dated 30 April 2010 between Thos Begbie Holdings and Jubilee , the offer was implemented by way of a scheme of arrangements in accordance with Part 26 of the Act Upon the scheme becoming effective, Thos Begbie Holdings became a subsidiary (70%) of Jubilee. Jubilee acquired 70% of Thos Begbie Holdings’ share capital via a cash transaction.

At the date of acquisition, Power Alt was consolidated into Thos Begbie Holdings (Pty) Limited as a special purpose vehicle in terms of SIC 12 Consolidation – Special Purpose Entities, as the substance of the relationship indicated that Thos Begbie Holdings (Pty) Limited controls Power Alt . On 8 March 2010, the Company acquired 51% of the voting equity instruments in Power Alt . This   transaction was accounted for as an equity transaction – a transaction with owners in their capacity as owners.

40

7. OPINIONS AND RECOMMENDATIONS

The Board has considered the terms and conditions of the Transaction and recommends that the shareholders vote in favour of the resolutions to be proposed at the general meeting. The Board intend to   vote, in respect of any Jubilee ordinary shares held by them on the date of the general meeting, in  favour of the resolutions necessary to authorise, approve and implement the Transaction.

8. GENERAL MEETING

A notice of a general meeting of Jubilee shareholders is attached to and forms part of this circular. The general meeting is convened to be held at finnCap Limited, 60 New Broad Street, London, EC2M 1JJ at  11:00 (UK time) on Tuesday, 28 May 2013; for the purpose of obtaining the necessary approvals required to give effect to the Transaction, the increase in authorised share capital and the General Authority.

Jubilee shareholders are referred to the section entitled “Action required by Jubilee shareholders” on  page 1 of this circular for the action required in respect of the general meeting.

9. APPLICATION FOR LISTING

Jubilee has applied for the listing of the ordinary shares and/or Jubilee CDIs to be issued as part of the Transaction. The JSE has approved the listing of up to 288 793 477 Jubilee ordinary shares in aggregate, subject to the passing of the requisite resolutions at the general meeting. The date of listing of the ordinary shares will be confirmed and announced on sens once all conditions precedent to the Transaction have been fulfilled. Similarly, AIM and the ASX have approved the listing of the Jubilee ordinary shares and/or CDIs.

10. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors, whose names are set out on page 9 of this circular, collectively and individually accept full responsibility for the accuracy of the information given in this circular and certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement in this circular false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this circular contains all information required by South African law and by the Listings Requirements.

11. EXPERTS’ CONSENTS

Each of the advisors whose names appear in the “Corporate information and advisors” section of this circular have consented and have not, prior to the last practicable date, withdrawn their written consent to the inclusion of their names in the form and context in which they appear in this circular.

The independent reporting accountants and auditors have given, and have not withdrawn, their consent to the issue of this circular with their reports included herein in the form and context in which they appear.

12. ESTIMATED EXPENSES

It is estimated that Jubilee’s expenses relating to the Transaction will amount to approximately R2  80 3  420  (excluding VAT) as detailed below:

Nature of expense Paid/Payable to R’000

JSE documentation inspection fee JSE 74 741JSE listing fee JSE 118 679Printing, publication and distribution Ince 250 000Attorneys (Australia) Hardy Bowen Lawyers 1 000 000Attorneys (South Africa) AJH Attorneys 40 000Attorneys (United Kingdom) Fasken Martineau 50 000Sponsor Sasfin Capital 650 000Independent reporting accountants and auditors BDO 300 000Competent Person Venmyn Deloitte 300 000Transfer secretaries Computershare Investor

Services (Pty) Limited20 000

Total 2 80 3 420

41

13. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the South African registered office of Jubilee during normal business hours (excluding Saturdays, Sundays and public holidays) from the date of issue of this circular up to and including 10 May 2013:

• the articles of association of Jubilee and its subsidiaries;

• the interim financial information of Jubilee for the six months ended 31 December 2012;

• the annual financial statements of Jubilee for the three financial years ended 30 June 2012, 30 June 2011 and 30 June 2010;

• the unaudited pro forma financial information and effects of Jubilee;

• the annual financial statements of PLA for the three financial years ended 30 June 2012, 30 June 2011 and 30 June 2010;

• the signed independent reporting accountants’ limited assurance report on the audited consolidated historical financial information of PLA;

• the signed independent reporting accountants’ limited assurance report on the unaudited pro forma financial information and effects of Jubilee;

• the signed Independent Mineral Asset Valuation Reports on the Mineral Assets of Platinum Australia and Jubilee;

• the standard directors’ service agreement;

• powers of attorney signed by each of the Directors;

• the written consents of the sponsor, competent person, attorneys, independent reporting accountants and auditors and transfer secretaries;

• signed copies of the Transaction Agreements;

• copies of the material contracts disclosed in paragraph 6.8; and

• a signed copy of this circular.

SIGNED AT JOHANNESBURG FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF JUBILEE

Leon CoetzerChief Executive Officer

26 April 2013

42

Annexure 1

HISTORICAL FINANCIAL INFORMATION OF PLA

AUDITED CONSOLIDATED HISTORICAL FINANCIAL INFORMATION OF PLA

A. BASIS OF PREPARATION

The statements of comprehensive income and the related notes for the three years ended 30 June 2012, 2011 and 2010 and the statements of financial position, statements of changes in equity, cash flow statements and the related notes for the three years ended 30 June 2012 (collectively, “the Historical Financial Information”) have been extracted, without adjustment from the audited statutory financial statements for the years ended 30 June 2012, 2011 and 2010 (“the Financial Statements”) of Platinum Australia Limited (“PLA” or “the Company”).

The Historical Financial Information of PLA was prepared in accordance with the requirements of the Australian Corporations Act 2001 (“the Corporations Act”), and in accordance with Australian Accounting Standards, which include the Australian equivalents to International Financial Reporting Standards (“AIFRS”) and were reported on without qualification by HLB Mann Judd, however the June 2012 the audit opinion contained a disclaimed opinion, details of which are included in paragraph G of this Annexure. Compliance with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, complies with International Financial Reporting Standards (“IFRS”).

The text of the Independent Reporting Accountants’ Report on the Historical Financial Information, reported on by BDO South Africa Incorporated, is set out in Annexure 2 to the Circular.

The Historical Financial Information is the responsibility of the Directors.

43

B. STATEMENTS OF COMPREHENSIVE INCOME

The statements of comprehensive income of PLA for the three years ended 30 June 2012, 2011 and 2010 are set out below:

Consolidated Notes

Audited30 Jun 12AU$’000

Audited30 Jun 11AU$’000

Audited30 Jun 10AU$’000

Revenue from ordinary activities 2(a) 30 721 41 921 51 810

Cost of sales (40 665) (44 630) (57 337)Other Income 2(b) 10 447 7 848 7 933Exploration expenditure (1 616) (6 047) (6 469)Impairment of loans to associate entities 1 (22) (39)Share-based payment expense – (53) 353Depreciation and amortisation expenses (9 174) (11 803) (16 966)Finance costs (1 398) (3 363) (4 530)Other expenses from ordinary activities 2(c) (10 152) (10 412) (7 695)

Loss before income tax expense (21 836) (26 562) (32 940)Income tax benefit 3 7 706 7 687 10 655

Loss after tax (14 130) (18 875) (22 285)

Other comprehensive (expense)

Exchange differences on translation of foreign operations (23 063) (16 418) (4 044)Changes in fair value of cash flow hedges – – (757)Income tax relating to components of other comprehensive income – – 212

Other comprehensive (expense) for the year (23 063) (16 418) (4 589)

Total comprehensive (expense) for the year (37 193) (35 293) (26 874)

Loss attributable to:

Owners of the parent (7 529) (12 346) (16 287)Non-controlling interest (6 601) (6 529) (5 999)

(14 130) (18 875) (22 285)

Total comprehensive (expense) for the year is attributable to:

Owners of the parent (31 961) (29 802) (20 555)Non-controlling interests (5 232) (5 491) (6 319)

(37 193) (35 293) (26 874)

Basic (loss) per share (cents per share) 5 (1.66) (3.41) (5.30)Diluted (loss) per share (cents per share) 5 (1.66) (3.41) (5.30)Issued shares (‘000) 504 968 392 430 321 131Undiluted - weighted average number of shares issued (‘000) 453 276 362 566 305 673Diluted - weighted average number of shares issued (‘000) 453 276 362 566 305 673

44

C. STATEMENTS OF FINANCIAL POSITION

The statements of financial position of PLA as at 30 June 2012, 2011 and 2010 are set out below:

Consolidated Notes

Audited30 Jun 12AU$’000

Audited30 Jun 11AU$’000

Audited30 Jun 10AU$’000

ASSETS

Current assets

Cash and cash equivalents 6 14 900 22 707 12 366Receivables 7 5 954 9 965 8 551Inventories 8 4 678 3 194 1 734Other financial assets 9 – 610 –

Total current assets 25 531 36 476 22 651

Non-current assets

Receivables 7 12 291 13 022 13 231Other financial assets 9 1 298 1 208 769Development costs capitalised 10 23 952 31 091 38 750Property, plant and equipment 11 43 094 59 846 73 506Deferred tax asset 3 24 862 19 731 12 467

Total non-current assets 105 497 124 898 138 723

Total assets 131 029 161 374 161 374

LIABILITIES

Current liabilities

Trade and other payables 20 323 16 044 12 862Provisions 13 162 163 693Interest-bearing liabilities 14 10 000 15 000 –Current taxation payable 3 70 163 773

Total current liabilities 30 555 31 371 14 328

Non-current liabilities

Payables 950 36 17Provisions 13 1 633 2 528 3 178Interest-bearing liabilities 14 – 962 15 978Deferred tax liability 3 6 265 8 137 10 152

Total non-current liabilities 8 848 11 663 29 324

Total liabilities 39 403 43 034 43 652

Net assets 91 626 118 340 117 722

Equity

Issued capital 16(a) 250 036 237 461 198 451Reserves 16(b) (39 087) (10 952) 8 086Accumulated losses (99 043) (93 121) (80 775)

Parent entity interest 111 906 133 388 125 761Non-controlling interests 16(c) (20 280) (15 048) (8 039)

Total equity 91 626 118 340 117 722

Net asset value per share (cents) 0.18 0.30 0.37Tangible net asset value per share (cents) 0.08 0.17 0.21Number of shares in issue (‘000) 504 968 392 430 321 131

45

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47

E. CASH FLOW STATEMENTS

The cash flow statements of Sallies Limited for the years ended 30 June 2011, 2010 and 2009 are set out below:

Consolidated Notes

Audited30 Jun 12AU$’000

Audited30 Jun 11AU$’000

Audited30 Jun 10AU$’000

Cash flows from operating activities

Receipts from customers 40 723 38 662 52 487Payments to suppliers and employees (7 476) (7 483) (6 207)Payments for exploration activities (1 845) (6 144) (3 521)Payments for mining activities (47 786) (45 174) (49 186)Other income 690 502 5Interest received 804 1 240 861Finance c osts (1 398) (2 270) (2 184)Income tax and royalty payments (331) (1 008) (1 204)

Net cash (used in) operating activities 6(c) (16 619) (21 676) (8 949)

Cash flows from investing activities

Payment for purchase of non-current assets (137) (107) (89)Proceeds from sale of non-current assets 5 251 32 29Payments for development costs (1 572) (4 896) (23 423)Payment for the purchase of exploration tenements – – (2 026)Loans – related parties (216) (921) 104

Net cash produced by/(used in) investing activities 3 327 (5 893) (25 405)

Cash flows from financing activities

Proceeds from issue of shares 12 967 40 813 57 547Costs associated with issue of shares (392) (1 803) (2 322)Funding from financial institutions – – 15 000Repayments of loans from financial institutions (5 000) – (48 662)Receipt on closeout of hedges relating to project financing – – 18 960

Net cash provided by financing activities 7 575 39 010 40 522

Net increase/(decrease) in cash held (5 718) 11 441 6 168Effects of exchange rate changes on cash (2 090) (1 099) (1 097)Cash and cash equivalents at the beginning of the year 22 707 12 366 7 296

Cash and cash equivalents at the end of the year 6 14 900 22 707 12 366

48

F. NOTES TO THE FINANCIAL STATEMENTS

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of preparation

The financial report is a general-purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, Accounting Standards and complies with other requirements of the law. The financial report has also been prepared on a historical cost basis and  is  presented in Australian Dollars.

The accounting policies detailed below have been consistently applied to all of the years presented unless otherwise stated. The financial statements are for the consolidated entity consisting of  PLA  and its subsidiaries.

The Company is a listed public company incorporated in Australia and operating in Australia and  South Africa.

Company Administration

On 28 June 2012, the Directors appointed Bryan Hughes of Pitcher Partners as Administrator of the Company pursuant to section 436A of the Corporations Act 2001, following deterioration in the financial performance of the Company’s Smokey Hills mine and decreasing commodity prices. Following this appointment, all operations at the Smokey Hills mine were suspended in August  2012.

During the period of administration, the Company facilitated new funding to meet obligations in respect of the Smokey Hills mine care and maintenance program, further the Group’s interests in joint ventures and remain compliant with its Social Labour Plan obligations. On 17 December 2012, the Company’s Deed Administrator announced that the Company had executed a Heads of Agreement with Jubilee to effect a merger with Jubilee by way of a Scheme of Arrangement regulated under the Corporations Act 2001. Binding transaction documents are in the process of  being negotiated, however the key terms of the merger are as follows:

• P LA shareholders will receive ordinary shares in Jubilee in exchange for their shareholding in  P LA.

• The merged entity will be seeking a financing package for project finance, working capital and  for  potential settlement of P LA’s debts.

• Platinum’s debts will be settled through a combination of cash settlement and equity (a portion of the debt will be converted into equity in P LA and these creditors would then participate in the merger as P LA shareholders).

If competed, the merger would create a large Anglo-Australian-South African platinum mining group with the potential to be a significant producer within the top five platinum producers in the world. The merger would facilitate the following:

• Reopening of the Smokey Hills mine which will provide the Group with significant annualised production of platinum group metals.

• The development of P LA’s open pit Rooderand Platinum Project in the western limb of the Bushveld Complex which compliments the Smokey Hills mine; a mining right application for the  project was submitted in late 2012 and a Definitive Feasibility Study on the project Is due for  completion shortly.

• The development of P LA’s Kalahari Platinum Project (“Kalplats”)on which a mining right application is expected to be submitted.

A binding agreement to proceed with the merger will be subject to the parties completing due diligence and reaching agreement on the binding transaction documents. Completion of the merger is subject to a number of approvals, including approvals from the shareholders of each of Platinum and Jubilee and approvals from P LA creditors.

49

(b) Adoption of new and revised standards

Changes in accounting policies on initial application of Accounting Standards

In the year ended 30 June 2012, the Group has reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for the current annual reporting period.

It has been determined by the Group that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on its business and therefore, no change is necessary to  Group accounting policies.

The Group has also reviewed all new Standards and Interpretations that have been issued but are not yet mandatory for the year ended 30 June 2012. As a result of this review the Directors have determined that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on its business and, therefore, no change necessary to Group accounting policies.

(c) Statement of compliance

The financial report, in respect of the year ended 30 June 2012, was authorised for issue on 13  February 2013, subject to final drafting and audit clearance.

The financial report complies with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, complies with International Financial Reporting Standards (IFRS).

(d) Basis of consolidation

The consolidated financial statements comprise the separate financial statements of Platinum Australia Limited (“Company”) and its subsidiaries as at 30 June each year (the “Group”). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.

In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intragroup transactions have been eliminated in full.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group and  cease to be consolidated from the date on which control is transferred out of the Group.

Business combinations have been accounted for using the acquisition method of accounting.

Unrealised gains or transactions between the Group and its associates are eliminated to the extent of the Group’s interests in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.

Non-controlling interests represent the portion of profit or loss and net assets in subsidiaries not held by the Group and are presented separately in the statement of comprehensive income and within equity in the consolidated statement of financial position. Losses are attributed to the non-controlling interests even if that results in a deficit balance.

The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity attributable to owners of PLA.

When the Group ceases to have control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint controlled entity or financial asset. In addition, any amounts

50

previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

(e) Critical accounting judgements and key sources of estimation uncertainty

The application of accounting policies requires the use of judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The  estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period in which the estimate is revised if it affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

(i) Share-based payment transactions

The Group measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by  an external valuer using a Binomial Tree model, using the assumptions detailed in Note 12.

(ii) Provision for restoration and rehabilitation and dismantling plant and equipment

Provision for restoration and rehabilitation and dismantling plant and equipment is estimated taking into account estimates of expenditures based on information available at balance date. This estimate is based on the expenditure required to undertake the rehabilitation and  dismantling, after taking into account the time value of money.

(iii) Recovery of deferred tax assets

Deferred tax assets are recognised for deductible temporary differences as management considers that it is probable that sufficient future tax profits will be available to utilise those temporary differences. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

(iv) Recovery of development costs capitalised and property, plant and equipment

The future recoverability of development costs capitalised and property, plant and equipment is dependent on a number of factors, including:

• estimates of the quantities of ore reserves and mineral resources for which there is a high degree of confidence of economic extraction;

• future production levels;

• future commodity prices and foreign exchange rates;

• future cash costs of production and capital expenditure;

• future technological changes; and

• future legal changes (including changes to environmental restoration obligations).

In assessing the recoverability of these assets, the Directors are required to make assumptions and estimates regarding future economic conditions. Significant variations to these assumptions and estimates could result in changes to the assessment of the recoverability of these assets. To the extent of any future determination that development costs capitalised or property, plant and equipment are not recoverable, profits and net assets in the period in  which this determination is made will be reduced.

(v) Further recovery of development costs capitalised, property, plant and equipment and deferred tax assets; and recovery of loans to Smokey Hills Project participants.

As noted in Note 1(a) above, the Company is yet to finalise the merger with Jubilee. The Directors believe that finalisation of the merger will enable the Company to be released from administration, reopen the Smokey Hills mine, further the Company’s other projects and generate the required profits to enable the Group to recover the carrying values of the development costs capitalised, property, plant and equipment, deferred tax assets and loans to Smokey Hills Project participants. The recovery of the carrying values of these assets is therefore dependent on the finalisation of the merger with Jubilee or the completion of  another such transaction.

51

(f) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

(i) Sale of goods

Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Risks and rewards of ownership are considered passed to the buyer at the time of delivery of the goods to the customer.

(ii) Interest income

Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial asset.

(g) Exploration, evaluation and exploration tenement acquisition expenditure

Exploration, evaluation and exploration tenement acquisition expenditure is expensed in the year in  which it is incurred.

(h) Development expenditure

Development expenditure is recognised at cost less accumulated amortisation and any impairment losses. Where commercial production of an area of interest has commenced, the associated costs are amortised over the estimated economic life of the mine on a units-of-production basis.

(i) Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Assets held under finance leases are initially recognised at their fair value or, if lower, the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the Statement of Financial Position as a finance lease obligation.

Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income, unless they are directly attributable to qualifying assets, in  which  case they are capitalised.

Finance leased assets are depreciated on a straight line basis over the estimated useful life of the asset.

Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

(j) Cash and cash equivalents

Cash and short-term deposits in the statement of financial position comprise cash at bank and in  hand and short-term deposits with an original maturity of three months or less.

Long-term deposits comprise funds held at call with a maturity date between three months and  one  year.

For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

(k) Inventories

Inventories are valued at the lower of cost or net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

The cost of inventories comprises of all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

52

The cost of inventory items that are not ordinarily interchangeable and goods or services produced and segregated for specific projects is assigned using specific identification of the individual costs.

Consumable Stores – The cost of inventories is assigned using the weighted average cost formula. The same cost formula is used for all inventories having a similar nature and use to the entity.

Run of mine stock (underground ore) – The cost of inventories is assigned using the average mining cost incurred including a proportionate direct overhead cost allocation in bringing the inventories to their present location and condition.

Run of mine stock (Ore delivered to plant) – The cost of inventories is assigned using the average mining cost incurred including extraction and transport together with a proportionate direct overhead cost allocation in bringing the inventories to their present location and condition.

Concentrate stock (Ore processed through plant) – The cost of inventories is assigned using the average mining cost and average plant cost incurred including a proportionate direct overhead cost allocation in bringing the inventories to their present location and condition.

When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories, arising from an increase in net realisable value, are recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs.

(l) Derivative financial instruments and hedging

The Group uses derivative financial instruments such as forward commodity price contracts to hedge its risks associated with commodity price fluctuations. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured to fair value. Derivatives are carried as assets when their fair value is  positive and as liabilities when their fair value is negative.

Any gains or losses arising from changes in the fair value of derivatives, except for those that qualify as cash flow hedges, are taken directly to net profit or loss for the year.

The fair value of forward commodity price contracts is calculated by reference to current forward prices for contracts with similar maturity profiles.

For the purposes of hedge accounting, hedges are classified as:

• fair value hedges when they hedge the exposure to changes in the fair value of a recognised asset or liability;

• cash flow hedges when they hedge exposure to the variability in cash flows that are attributable either to a particular risk associated with a recognised asset or liability or to a forecast transaction; or

• hedges of a net investment in a foreign operation.

A hedge of the foreign currency risk of a firm commitment is accounted for as a cash flow hedge.

At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which the Group wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the entity will assess the hedging instrument’s effectiveness in offsetting the exposure to changes in the hedged item’s fair value or cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated.

Hedges that meet the strict criteria for hedge accounting are accounted for as follows:

(i) Fair value hedges

Fair value hedges are hedges of the Group’s exposure to changes in the fair value of a recognised asset or liability or an unrecognised firm commitment, or an identified portion of such an asset, liability or firm commitment, that is attributable to a particular risk and could

53

affect profit or loss. For fair value hedges, the carrying amount of the hedged item is adjusted for gains and losses attributable to the risk being hedged, the derivative is remeasured to fair value and gains and losses from both are taken to profit or loss.

When an unrecognised firm commitment is designated as a hedged item, the subsequent cumulative change in the fair value of the firm commitment attributable to the hedged risk is recognised as an asset or liability with a corresponding gain or loss recognised in profit or loss. The changes in the fair value of the hedging instrument are also recognised in profit or loss.

The Group discontinues fair value hedge accounting if the hedging instrument expires or is sold, terminated or exercised, the hedge no longer meets the criteria for hedge accounting or the Group revokes the designation. Any adjustment to the carrying amount of a hedged financial instrument for which the effective interest method is used is amortised to profit or loss. Amortisation may begin as soon as an adjustment exists and shall begin no later than when the hedged item ceases to be adjusted for changes in its fair value attributable to the risk being hedged.

(m) Impairment of financial assets

The Group assesses at each balance date whether a financial asset or group of financial assets is  impaired.

(i) Financial assets carried at amortised cost

If there is objective evidence that an impairment loss on loans and receivables carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate (ie the effective interest rate computed at initial recognition). The carrying amount of the asset is reduced either directly or through use of an allowance account.

The amount of the loss is recognised in profit or loss.

The Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, and individually or collectively for financial assets that are not individually significant. If it is determined that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, the asset is included in a group of financial assets with similar credit risk characteristics and that group of financial assets is collectively assessed for impairment. Assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognised are not included in a collective assessment of impairment.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed. Any subsequent reversal of an impairment loss is recognised in profit or loss, to the extent that the carrying value of the asset does not exceed its amortised cost at the reversal date.

(ii) Financial assets carried at cost

If there is objective evidence that an impairment loss has been incurred on an unquoted equity instrument that is not carried at fair value (because its fair value cannot be reliably measured), or on a derivative asset that is linked to and must be settled by delivery of such an unquoted equity instrument, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the current market rate of return for a similar financial asset.

(iii) Available-for-sale investments

If there is objective evidence that an available-for-sale investment is impaired, an amount comprising the difference between its cost (net of any principal repayment and amortisation) and its current fair value, less any impairment loss previously recognised in profit or loss, is transferred from equity to the statement of comprehensive income. Reversals of impairment losses for equity instruments classified as available-for-sale are not recognised in profit. Reversals of impairment losses for debt instruments are reversed through profit or loss if the increase in an instrument’s fair value can be objectively related to an event occurring after the impairment loss was recognised in profit or loss.

54

(n) Foreign currency translation

Both the functional and presentation currency of PLA and its Australian subsidiaries is Australian Dollars. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.

Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in  foreign currencies are retranslated at the rate of exchange ruling at the balance date.

All exchange differences in the consolidated financial report are taken to profit or loss with the exception of differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity. These are taken directly to equity until the disposal of the net investment, at which time they are recognised in profit or loss.

Tax charges and credits attributable to exchange differences on those borrowings are also recognised in equity.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction.

Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

The functional currency of the foreign operations, Platinum Australia SA (Pty) Limited, Stella Platinum (Pty) Limited, Platinum Rivers Project (Pty) Limited, Stellex Platinum (Pty) Limited, EL  Platinum (Pty) Limited, Smokey Hills Platinum (Pty) Limited, Phokathaba Platinum (Pty) Limited, Limpopo Platinum Holdings (Pty) Limited, Bofule Platinum (Pty) Limited, Vryberg Platinum (Pty) Limited, PLA Platinum Investments (Pty) Limited, Stella Platinum Mining (Mauritius), Smokey Hills Platinum Mining (Mauritius) and Rivers Platinum Mining (Mauritius), is South African Rand (ZAR).

As at the reporting date the assets and liabilities of these subsidiaries are translated into the presentation currency of PLA at the rate of exchange ruling at the balance date and their statement of comprehensive income is translated at the weighted average exchange rate for the year.

The exchange differences arising on the translation are taken directly to a separate component of  equity.

On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in profit or loss.

(o) Investment in associated entities

The Group’s investment in its associates is accounted for using the equity method of accounting in  the consolidated financial statements, after initially being recognised at cost.

The associates are entities in which the Group has significant influence and which are neither a  subsidiary nor a joint venture.

Under the equity method, the investment in the associate is carried in the consolidated statement of financial position at cost plus post-acquisition changes in the Group’s share of net assets of the associate. Goodwill relating to an associate is included in the carrying amount of the investment and is not amortised. After application of the equity method, the Group determines whether it is necessary to recognise any additional impairment loss with respect to the Group’s net investment in the associate. Goodwill included in the carrying amount of the investment in associate is not tested separately; rather the entire carrying amount of the investment is tested for impairment as   a single asset. If an impairment is recognised, the amount is not allocated to the goodwill of the associate.

The consolidated statement of comprehensive income reflects the Group’s share of the results of operations of the associate, and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post acquisition movements are adjusted against the carrying amount of the investment.

When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any unsecured long-term receivable and loans, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

55

(p) Interest in a jointly controlled operation

The Group has interests in joint ventures that are jointly controlled operations. A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control. A jointly controlled operation involves use of assets and other resources of the venturers rather than establishment of a separate entity. The Group recognises its interest in the jointly controlled operation by recognising the assets that it controls and the liabilities that it incurs. The Group also recognises the expenses that it incurs and its share of the income that it earns from the sale of goods or services by the jointly controlled operation.

(q) Income tax

The income tax expense or benefit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary difference and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company’s subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance date.

Deferred income tax is provided on all temporary differences at the balance date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences except:

• when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and that, at the time of the Transaction, affects neither the accounting profit nor taxable profit or loss; or

• when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except:

• when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or

• when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised.

The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that  have been enacted or substantively enacted at the balance date.

56

Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.

Tax consolidation legislation

Platinum Australia Limited and its 100% owned Australian resident subsidiaries have implemented the tax consolidation legislation. Current and deferred tax amounts are accounted for in each individual entity as if each entity continued to act as a taxpayer on its own.

PLA recognises both its own current and deferred tax amounts and those current tax liabilities, current tax assets and deferred tax assets arising from unused tax credits and unused tax losses which it has assumed from its controlled entities within the tax consolidated group.

Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts payable or receivable from or payable to other entities in the Group. Any difference between the amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) controlled entities in the tax consolidated group.

(r) Other taxes

Revenues, expenses and assets are recognised net of the amount of GST except:

• when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or  as  part of the expense item as applicable; and

• receivables and payables, which are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of  receivables or payables in the statement of financial position.

Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority, are classified as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or  payable to, the taxation authority.

(s) Property, plant and equipment

Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Such cost includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred. Similarly, when each major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement only if it is eligible for capitalisation.

Depreciation is provided on all fixed assets so as to write off the assets progressively over their useful lives to the Group and is calculated using both the prime cost method and diminishing value method.

The principal depreciation rates used are as follows:

Mining plant and equipment Units of production basis over the life of the mineMotor vehicles 20 – 22.5% Prime cost and diminishing value

Plant and equipment 20% Prime cost

All other assets 33% Prime cost

(i) Impairment

The carrying values of plant and equipment are reviewed for impairment at each reporting date, with recoverable amount being estimated when events or changes in circumstances indicate that the carrying value may be impaired. The recoverable amount of plant and equipment is the higher of fair value less costs to sell and value in use. In assessing value in use, the

57

estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, recoverable amount is determined for the cash generating unit to which the asset belongs, unless the asset’s value in use can be estimated to be close to its fair value. An impairment exists when the carrying value of an asset or cash-generating unit exceeds its estimated recoverable amount. The asset or cash-generating unit is then written down to its recoverable amount. Impairment losses are recognised in the statement of comprehensive income.

Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in  the year the asset is derecognised.

(t) Investments and other financial assets

Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are classified as either financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, or available-for-sale investments, as appropriate. When financial assets are recognised initially, they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. The Group determines the classification of its financial assets after initial recognition and, when allowed and appropriate, revaluates this designation at each financial year-end.

All regular purchases and sales of financial assets are recognised on the trade date ie the date that the Group commits to purchase the asset. Regular way purchases or sales are purchases or sales of financial assets under contracts that require delivery of the assets within the period established generally by regulation or convention in the marketplace.

(i) Financial assets at fair value through profit or loss

Financial assets classified as held-for-trading are included in the category “financial assets at fair value through profit or loss”. Financial assets are classified as held-for-trading if they are acquired for the purpose of selling in the near-term. Derivatives are also classified as held-for-trading unless they are designated as effective hedging instruments. Gains or losses on  investments held-for-trading are recognised in profit or loss.

(ii) Held-to-maturity investments

Non-derivative financial assets with fixed or determinable payments and fixed maturity are classified as held-to-maturity when the Group has the positive intention and ability to hold to maturity. Investments intended to be held for an undefined period are not included in this classification. Investments that are intended to be held-to-maturity, such as bonds, are subsequently measured at amortised cost. This cost is computed as the amount initially recognised minus principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initially recognised amount and the maturity amount. This calculation includes all fees and points paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums and discounts. For investments carried at amortised cost, gains and losses are recognised in profit or loss when the investments are derecognised or impaired, as well as through the amortisation process.

(iii) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, as well as through the amortisation process.

(iv) Recoverable amount

Non-current financial assets measured using the cost basis were not carried at an amount above their recoverable amount, and when a carrying value exceeded this recoverable amount, the financial asset was written down to its recoverable amount.

58

(u) Impairment of assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset’s value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease).

An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

(v) Trade and other payables

Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. Trade and other payables are shown as current liabilities unless payment is not due within 12 months.

(w) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of comprehensive income net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability.

When discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost.

(x) Provision for restoration and rehabilitation

A provision for restoration and rehabilitation is recognised when there is a present obligation as a result of development activities undertaken, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the provision can be measured reliably. The estimated future obligations include the costs of abandoning sites, removing facilities and restoring the affected areas.

59

The provision for future restoration costs is the best estimate of the present value of the expenditure required to settle the restoration obligation at the reporting date. Future restoration costs are reviewed annually and any changes in the estimate are reflected in the present value of  the restoration provision at each reporting date.

The initial estimate of the restoration and rehabilitation provision is capitalised into the cost of the related asset and amortised on the same basis as the related asset, unless the present obligation arises from the production of inventory in the period, in which case the amount is included in the cost of production for the period. Changes in the estimate of the provision for restoration and rehabilitation are treated in the same manner, except that the unwinding of the effect of discounting on the provision is recognised as a finance cost rather than being capitalised into the cost of the related asset.

(y) Employee leave benefits

(i) Wages, salaries, annual leave and sick leave

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and are measured at  the  rates paid or payable.

(ii) Long service leave

The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the balance date. Consideration is given to expected future wage and salary levels, experience of employee departures, and period of service. Expected future payments are discounted using market yields at the balance date on national government bonds with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows.

(z) Share-based payment transactions

The Group provides benefits to employees in the form of share-based payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions).

There is currently in place an Employee Share Option Plan (ESOP), which provides benefits to  Directors and employees.

The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an external valuer using a binomial model, further details of which are given in Note 12.

In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of PLA (market conditions) if applicable.

The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects:

(i) the extent to which the vesting period has expired; and

(ii) the Group’s best estimate of the number of equity instruments that will ultimately vest.

No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The charge or credit in the statement of comprehensive income for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition.

The Group provides benefits to employees in the form of share-based payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions).

60

If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and  any expense not yet recognised for the award is recognised immediately.

However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a  modification of the original award, as described in the previous paragraph.

The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share (see Note 5).

(aa) Contributed equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(ab) Earnings per share

Basic earnings per share is calculated as net result attributable to members of the parent, adjusted to exclude any costs of servicing equity or loss, divided by the weighted average number of ordinary shares, adjusted for any bonus element.

Diluted earnings per share is calculated as net result or loss attributable to members of the parent, adjusted for:

• costs of servicing equity; and

• other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

(ac) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decisionmaker. The chief operating decisionmaker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director of PLA.

(ad) Trade and other receivables

Trade receivables are measured on initial recognition at fair value and are subsequently measured at amortised cost using the effective interest rate method, less any allowance for  impairment.

Impairment of trade receivables is continually reviewed and those that are considered to be uncollectible are written off by reducing the carrying amount directly. An allowance account is used when there is objective evidence that the Group will not be able to collect all amounts due according to the original contractual terms. Factors considered by the Group in making this determination include known significant financial difficulties of the debtor, review of financial information and significant delinquency in making contractual payments to the Group. The impairment allowance is set equal to the difference between the carrying amount of the receivable and the present value of estimated future cash flows, discounted at the original effective interest rate. Where receivables are short-term discounting is not applied in  determining the allowance.

The amount of the impairment loss is recognised in the statement of comprehensive income within other expenses. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in the statement of comprehensive income.

(ae) Interest-bearing loans and borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of

61

the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and  amortised over the period of the facility to which it relates.

Borrowings are removed from the statement of financial position when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is  recognised in profit or loss as other income or finance costs.

Borrowings are classified as current liabilities unless the Group has an unconditional right to  defer settlement of the liability for at least 12 months after the reporting period.

(af) Going concern

As noted in Note 1(a) above, the Directors appointed Bryan Hughes of Pitcher Partners as Administrator of the Company pursuant to section 436A of the Corporations Act, on 28 June 2012. The ability of the Company to be released from administration is dependent on the finalisation of the merger with Jubilee Platinum plc. or the completion of another such transaction. The Directors consider it reasonable to assume that the merger with Jubilee will be finalised successfully and have prepared the financial report assuming the Company is a going concern. However, as the finalisation of the merger with Jubilee is dependent on certain events occurring (including obtaining the approval of P LA shareholders and creditors) which are outstanding at the date of signing this financial report, there exists a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern, and   therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.

62

NOTE 2: REVENUES AND EXPENSES

Consolidated30 Jun 12AU$’000

30 Jun 11AU$’000

30 Jun 10AU$’000

(a) Revenue

Sale of concentrate 29 050 39 659 49 738Interest received 1 672 2 262 2 073

30 721 41 921 51 810

(b) Other income

Management fees 27 26 26Employee wages recharged to joint venture partners and subsidiaries – 139 1 605Hedge contribution 5 116 7 647 6 253Profit on sale of Panton Project 5 250 – –Other 54 36 48

10 447 7 848 7 933

(c) Other expenses

Auditors’ remuneration (Note 24) 239 176 166ASX and AIM listing and maintenance fees 69 79 221Conferences 78 144 134Corporate investor relations expense 76 13 57Corporate travel 460 317 363Employee remuneration 4 546 4 716 3 895Insurances 79 83 88Network and database costs 94 93 36Mining-related administration expenses 4 085 2 898 1 298Other 424 1 893 1 437

10 152 10 412 7 695

63

NOTE 3: INCOME TAX

Consolidated30 Jun 12AU$’000

30 Jun 11AU$’000

30 Jun 10AU$’000

The components of income tax benefit comprise:Current tax 70 163 773Deferred tax (7 004) (7 244) (11 638)Effect of foreign currency translation (772) (607) 210

Income tax benefit recognised in profit or loss (7 706) (7 687) (10 655)

The prima facie income tax benefit on pre-tax accounting loss from operations reconciles to the income tax benefit in the financial statements as follows:

Accounting loss before income tax (21 836) (26 562) (32 940)

Income tax benefit calculated at 30% (6 551) (7 969) (9 882)Effect of overseas tax rate 671 696 733Non-assessable or deductible expenses (2 120) 818 (490)Prior year over provision (123) (16) (1 073)Exploration expenditure – tax benefit not recognised 154 970 1 246Cost of tenement acquisition written off – – 564Share-based payments – 16 (106)Benefit of tax losses not previously recognised 262 (2 202) (1 648)

Income tax benefit (7 706) (7 687) (10 655)

Deferred tax asset comprises:Losses available for offset against future taxable income 17 615 13 029 7 583Exploration expenditure – – 639Deferred tax asset in relation to property, plant and equipment 7 168 6 326 4 392Rehabilitation provision 79 376 (147)

Balance at 30 June 2012 24 862 19 731 12 467

Deferred tax liability comprises:Fair value adjustment on acquisition 6 265 8 137 10 152

Balance at 30 June 2012 6 265 8 137 10 152

Unrecognised deferred tax assetsDeferred tax assets have not been recognised in respect of the following items:Deferred exploration expenditure 26 647 28 617 23 077Tax losses 18 943 18 563 25 474

Total unrecognised losses 45 590 48 180 48 551

Income tax benefit at applicable tax rate 13 057 13 510 14 034

Tax consolidation

PLA and its 100% owned Australian resident subsidiaries implemented the tax consolidation legislation from 1 July 2003. The accounting policy for the implementation of the tax consolidation legislation is set out in Note 1(q).

The entities in the tax consolidated group entered into a tax sharing agreement on adoption of the tax consolidation legislation which, in the opinion of the Directors, limits the joint and several liability of the controlled entities in the case of a default by the head entity, PLA.

Platinum Australia and its controlled entities have entered into a tax funding agreement under which the 100% owned Australian resident subsidiaries compensate Platinum Australia Limited for all current tax payable assumed and are compensated by PLA for any current tax receivable and deferred tax assets which relate to unused tax credits or unused tax losses that, under the tax consolidation legislation, are transferred to PLA.

64

These amounts are determined by reference to the amounts which are recognised in the financial statements of each entity in the tax consolidated group.

The amounts receivable/payable under the tax funding agreement are due on receipt of the funding advice from PLA, which is issued as soon as practicable after the financial year-end. PLA may also require payment of interim funding amounts to assist with its obligations to pay tax instalments. These amounts are recognised as current intercompany receivables or payables.

NOTE 4: SEGMENT REPORTING

Operating segments by business activityReporting information presented to the Managing Director is categorised by the following business activities; Corporate, Exploration, and Mining and Production.

Segment InformationThe following table presents the revenue and result information regarding the segment information provided to the Managing Director for the years ended 30 June 2010, 2011 and 2012.

Continuing operations Mining andproduction

AU$’000Consolidated

AU$’000Corporate

AU$’000Exploration

AU$’000

Year ended 30 June 2012Segment revenue 819 – 29 902 30 721

Segment result (5 211) 2 559 (11 478) (14 130)

Segment assets 20 238 152 110 639 131 029Segment liabilities 13 334 1 809 24 260 39 403Included within segment result:Depreciation and amortisation 17 75 9 082 9 174Interest revenue 819 – 853 1 672Income tax (expense)/benefit 104 – 7 602 7 706

Continuing operations Mining andproduction

AU$’000Consolidated

AU$’000Corporate

AU$’000Exploration

AU$’000

Year ended 30 June 2011Segment revenue 2 103 – 39 818 41 921

Segment result (319) (8 192) (10 364) (18 875)

Segment assets 36 285 38 125 050 161 374Segment liabilities 21 126 1 739 20 169 43 034Included within segment result:Depreciation and amortisation 116 3 11 684 11 803Interest revenue 2 103 – 159 2 262Income tax benefit (323) – 8 010 7 687

Continuing operations Mining andproduction

AU$’000Consolidated

AU$’000Corporate

AU$’000Exploration

AU$’000

Year ended 30 June 2010Segment revenue 1 860 – 49 950 51 810

Segment result 160 (6 411) (16 034) (22 285)

Segment assets 26 161 1 457 133 756 161 374Segment liabilities 19 273 977 23 402 43 652Included within segment result:Depreciation and amortisation 109 4 16 811 16 966Interest revenue 1 865 – 208 2 073Income tax benefit 2 752 – 7 903 10 655

65

NOTE 5: LOSS PER SHARE

Consolidated30 Jun 12Cents per

share

30 Jun 11Cents per

share

30 Jun 10Cents per

share

Basic loss per share: (1.66) (3.41) (5.30)

Basic loss per share AU$’000 AU$’000 AU$’000

The earnings and weighted average number of ordinary shares used in the calculation of basic loss per share is as follows:

Loss (refer (i)) (7 529) (12 346) (16 287)

Weighted average number of ordinary shares for the purposes of basic loss per share 453 276 362 566 305 673

(i) Loss used in the calculation of total basic loss per share reconciles to net loss in the statement of comprehensive income as follows:

Net loss (14 130) (18 875) (22 285)

Losses attributable to non-controlling interests 6 601 6 529 5 999

Loss used in the calculation of basic loss per share (7 529) (12 346) (16 287)

Diluted loss per share

Diluted earnings per share has not been disclosed as it is not materially different from the basic earnings per share.

NOTE 6: CASH AND CASH EQUIVALENTS

Consolidated30 Jun 12AU$’000

30 Jun 11AU$’000

30 Jun 10AU$’000

Cash at bank and on hand 1 461 342 337Short-term deposits (b) 13 439 22 366 12 029

14 900 22 707 12 366

Cash at bank earns interest at floating rates based on daily bank deposit rates.

Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates.

Long-term deposits are made for periods between three months and one year, earning interest at the respective long-term rates. As they mature they are reinvested according to the cash requirements of the Group into further short-term and long-term deposits.

(a) Reconciliation to statement of cash flows

For the purposes of the statement of cash flows, cash and cash equivalents comprise cash on hand and at bank and investments in money market instruments, net of outstanding bank overdrafts.

Cash and cash equivalents as shown in the statement of cash flows are reconciled to the related items in the statement of financial position:

Cash and cash equivalents 14 900 22 707 12 366

(b) Cash balances restricted for use

Included in this balance is an amount which is used as security for Department of Industry and Resources performance bonds amounting to AU$116 500 (2011: AU$116 500 and 2010: AU$116 500).

For the year ended 30 June 2011, an amount of R106 000 000 (AU$14 648 977) included in short-term deposits is held by Macquarie Bank Limited as security against a bank guarantee issued by Macquarie

66

Bank Limited in favour of Phokathaba Platinum (Pty) Limited’s former Mining contractor, pending the outcome of arbitration proceedings referred to in Note 23, Contingent Liability.

For the year ended 30 June 2012, an amount of R106 000 000 (AU$12 616 795) included in short-term deposits is held by Macquarie Bank Limited as security against a bank guarantee issued by Macquarie Bank Limited in favour of Phokathaba Platinum (Pty) Limited’s former Mining contractor, pending the outcome of arbitration proceedings referred to in Note 23, Contingent Liability.

(c) Reconciliation of loss for the year to net cash flows from operating activities

Consolidated30 Jun 12AU$’000

30 Jun 11AU$’000

30 Jun 10AU$’000

Loss for the year (14 130) (18 875) (22 285)Depreciation and amortisation 9 174 11 803 16 966Income tax benefit (7 706) (7 687) (10 655)Impairment of loan to associated entity (1) 22 39Development expenses not capitalised – 1 327 14 148Profit on sale of Panton Project (5 250) – –Non-cash expenditure 221 1 470 2 346Employee options (209) 53 (353)Non-cash income (5 312) (8 327) (6 253)

Change in net assets and liabilities, net of effectsfrom acquisition and disposal of businesses:(Increase)/decrease in assets:

Receivables 4 742 (1 414) (3 139)Inventories (1 484) (1 460) 4 792

Increase/(Decrease) in liabilities:

Payables 3 811 2 638 (4 105)Liabilities – (595) (599)Provisions (476) (631) 147

Net cash from operating activities (16 619) (21 676) (8 949)

NOTE 7: RECEIVABLES

Consolidated30 Jun 12AU$’000

30 Jun 11AU$’000

30 Jun 10AU$’000

Current

Other receivables and prepayments 5 954 9 965 8 551

Non-current

Loan to associated entity 335 297 251Less accumulated impairment (272) (273) (251)

63 24 –

Loans to Joint Venture Participants 136 5 23Loans to Smokey Hills Project participants(1) 12 092 12 993 13 208

12 228 12 998 13 231

12 291 13 022 13 231

(1) The loans to Smokey Hills Project participants are to be repaid out of surplus cash flows from production from the Smokey Hills mine.

67

NOTE 8: INVENTORIES

Consolidated30 Jun 12AU$’000

30 Jun 11AU$’000

30 Jun 10AU$’000

Inventories

Ore and concentrate stockpile 2 168 2 200 525Consumables and strategic spares 2 510 994 1 209

4 678 3 194 1 734

NOTE 9: OTHER FINANCIAL ASSETS

Consolidated30 Jun 12AU$’000

30 Jun 11AU$’000

30 Jun 10AU$’000

Current

Purchased Platinum and Palladium Collar Option contracts – 610 –

– 610 –

Non-current

Purchased Platinum and Palladium Collar Option contracts – 56 –Investment in relation to money market unit trust (Rehabilitation) 1 298 1 152 769

1 298 1 208 769

NOTE 10: DEVELOPMENT COSTS CAPITALISED

Consolidated30 Jun 12AU$’000

30 Jun 11AU$’000

30 Jun 10AU$’000

Costs carried forward in respect of:

Development phase – at cost

Tenement acquisition during development 44 861 44 861 44 861

– Less amortisation (11 779) (10 593) (7 573)

Expenditure incurred 989 989 989

– Less amortisation (232) (210) (157)

Rehabilitation provision capitalised 1 801 1 801 1 801

– Less amortisation (538) (487) (365)

Exchange differences (11 150) (5 271) (806)

Total development expenditure 23 952 31 091 38 750

Development expenditure is recognised at cost less accumulated amortisation and any impairment losses. Where commercial production in an area of interest has commenced, the associated costs are amortised over the estimated economic life of the mine on a units-of-production basis.

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NOTE 11: PROPERTY, PLANT AND EQUIPMENT

Consolidated

30 Jun 12AU$’000

30 Jun 11AU$’000

30 Jun 10AU$’000

Plant, equipment, vehicles and furniture – cost 87 038 85 558 90 187

Less: Accumulated depreciation (43 944) (25 712) (16 680)

Total property plant and equipment 43 094 59 846 73 506

Reconciliation:

Miningplant and

infrastructureAU$’000

Motorvehicles

equipmentAU$’000

Plant andfurnitureAU$’000

OfficeAU$’000

TotalAU$’000

2012

Opening written down value 59 580 145 105 16 59 846

Additions 1 311 137 22 10 1 480

Disposals/Transfers – – – – –

Depreciation (6 417) (83) (52) (7) (6 559)

Exchange differences (11 649) (13) (4) (7) (11 672)

Closing written down value 42 824 185 72 13 43 094

2011

Opening written down value 73 133 212 144 17 73 506

Additions 3 555 33 82 10 3 680

Disposals/Transfers – (4) – – (4)

Depreciation (7 953) (81) (112) (9) (8 155)

Exchange differences (9 156) (16) (8) (1) (9 181)

Closing written down value 59 580 145 105 16 59 846

2010

Opening written down value 80 041 266 256 16 80 578

Additions 9 151 60 56 9 9 276

Disposals/transfers (1 487) (20) (47) – (1 554)

Depreciation (11 467) (83) (113) (8) (11 672)

Exchange differences (3 104) (10) (7) (1) (3 122)

Closing written down value 73 133 212 144 17 73 506

There has been no major change to the nature of property, plant and equipment or any change in in policy regarding the use thereof during the periods under review.

NOTE 12: SHARE-BASED PAYMENT PLANS

Employee Share Option Plan

Options are granted under the Company Employee Share Option Plan for no consideration. Options are granted for a period of three to five years and entitlements to the options are vested as soon as performance conditions have been met. Options are exercisable in defined tranches with conditions attaching to each tranche to reflect the Company’s development strategy and align the interests of Directors and executives to  those of shareholders.

The expense recognised in the statement of comprehensive income in relation to share-based payments amounts to AU$ nil (2011: AU$52 717 and 2010: AU$352 812). The amount assessed at fair value at grant date of the options is allocated equally over the period from grant date to vesting date. Fair values at grant

69

date are independently determined using the Binomial Tree Model method of valuation that take into account the  exercise price, the terms of the option, the vesting and market related criteria, the impact of dilution, the  non-tradable nature of the option, the share price at grant date and the risk of the underlying share and the risk free interest rate for the term of the option.

The following table illustrates the number and weighted average exercise price of, and movements in, share  options issued during the year:

30 Jun 12Numberexerciseprice (c)

30 Jun 12Weighted averageexerciseprice (c)

30 Jun 11Numberexerciseprice (c)

30 Jun 11Weighted average

30 Jun 10Number

30 Jun 10Weighted

average

Outstanding at the beginning of the year 3 780 000 117.7 5 215 000 132.01 11 295 000 81.52

Granted during the year – – 215 000 94.00 1 100 000 106.3

Exercised during the year – – – – (6 545 000) 30.73

Expired or cancelled during the year – – (1 650 000) 91.50 (635 000) 144.48

Outstanding at the end of the year 3 780 000 117.7 3 780 000 117.70 5 215 000 132.01

The outstanding balance as at 30 June 2012 is represented by:

• 3 000 000 options over ordinary shares with an exercise price of AU$1.23 each, 1 000 000 of which had vested at 30 June 2012, exercisable by 31 December 2013;

• 215 000 options over ordinary shares with an exercise price of AU$0.94 each, 135 000 of which had vested at 30 June 2012, exercisable by 31 July 2012;

• 115 000 options over ordinary shares with an exercise price of AU$2.33 each, 75 000 of which had vested at 30 June 2012, exercisable by 31 July 2012;

• 100 000 options over ordinary shares with an exercise price of AU$2.39 each, 60 000 of which had vested at 30 June 2012, exercisable by 31 July 2012;

• 250 000 options over ordinary shares with an exercise price of AU$0.84 each, 50 000 of which had vested at 30 June 2012, exercisable by 31 July 2013; and

• 100 000 options over ordinary shares with an exercise price of AU$0.94 each, none of which had vested at 30 June 2012, exercisable by 30 April 2014.

The following table lists the inputs to the model used for the years ended 30 June 2011 and 30 June 2012:

30 Jun 12 30 Jun 11 30 Jun 10

Volatility (%) – 53 78 – 84

Risk-free interest rate (%) – 4.87 4.61– 5.17

Expected life of option (years) – 2 years 4 years

Exercise price (cents) – AU$0.94 AU$0.86 – AU$1.05

Weighted average share price at grant date (cents) – AU$0.66 AU$0.84

The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome. No other features of options granted were incorporated into the measurement of fair value.

The fair value of the cash-settled options is measured at the grant date using the Binomial Tree option pricing model taking into account the terms and conditions upon which the instruments were granted. The services received and a liability to pay for those services are recognised over the expected vesting period. Until the liability is settled it is remeasured at each reporting date with changes in fair value recognised in profit or loss.

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NOTE 13: PROVISIONS

Consolidated

30 Jun 12AU$’000

30 Jun 11AU$’000

30 Jun 10AU$’000

Current

Long service leave 162 163 146

162 163 146

Non-current

Long service leave 53 32 –

Environmental rehabilitation 1 581 2 496 3 178

1 633 2 528 3 178

Total provisions 1 796 2 691 3 871

The number of employees of the Group at balance sheet date was 877 (2011: 38 and 2010: 45).

NOTE 14: INTEREST-BEARING LIABILITIES

Consolidated

30 Jun 12AU$’000

30 Jun 11AU$’000

30 Jun 10AU$’000

Current

Bank Loan – secured 10 000 15 000 –

Non-current

Bank Loan – secured – – 15 000

Amount payable to non-group project participant – 962 978

– 962 15 978

10 000 15 962 15 978

On 6 September 2011, an AU$10 000 000 working capital facility was established with Macquarie Bank Limited. This working capital facility carries an interest rate of BBSW plus 4.5% per annum and an undrawn line fee of 2.5% per annum and is secured by a floating charge over the assets of the entity. The facility is   repayable on 30 June 2013. As part of this arrangement Macquarie Bank Limited was issued with 15 million options over ordinary shares in the entity, exercisable at 30 cents per share. The options expire on 30 June 2013.

The proceeds of the working capital facility and funds on hand, including those raised through the placement, were utilised to retire the Macquarie Bank Limited’s previous facility of AU$15 000 000. Under this facility 7 142 855 (2010: 5 714 284) options have been issued to Macquarie Bank Limited. These options were issued at an exercise price of AU$1.05 per share, and where then repriced to AU$1.03 per share in line with the ASX listing rules formula to reflect the discount entitlement on the rights issue undertaken in December 2010. The options expired on 31 August 2011.

The fair value of the options are measured at the grant date using the Binomial Tree option pricing model taking into account the terms and conditions upon which the instruments were granted. The value is amortised as a finance cost in the profit and loss over the remaining period of the facility.

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The following table lists the inputs to the model used for the years ended 30 June 2010, 2011 and 2012:

30 Jun 12 30 Jun 11 30 Jun 10

Volatility (%) 50 74 – 84 74 – 84

Risk-free interest rate (%) 3.98 4.61 – 5.17 4.61 – 5.17

Expected life of option (years) 1 Year 1 year 2 years

Exercise price AU$0.30 AU$1.03 AU$1.05

NOTE 15: DERIVATIVE FINANCIAL INSTRUMENTS

Consolidated

30 Jun 12AU$’000

30 Jun 11AU$’000

30 Jun 10AU$’000

Derivative financial instruments carried at fair value – 665 –

The Group enters into various derivative financial instruments to hedge part of its future platinum and palladium production.

At balance date, the details of outstanding platinum and palladium option contracts are:

Quantity hedged ounces Average price rand/ounce

Maturity 30 Jun 12 30 Jun 11 30 Jun 10 30 Jun 12 30 Jun 11 30 Jun 10

Platinum collar options

2011 – 9 047 – – 15 380 – 11 500 –

2012 – 848 – – 15 380 – 11 500 –

Palladium collar options

2011 – 9 047 – – 6 620 – 5 250 –

2012 – 848 – – 6 620 – 5 250 –

For further details on the Group’s derivative financial instruments and policies relating to them, please refer to Note 1(l), Note 9 and Note 17.

NOTE 16: CONTRIBUTED EQUITY AND RESERVES

(a) Issued capital:

Parent

30 Jun 12AU$’000

30 Jun 11AU$’000

30 Jun 10AU$’000

504 968 043 ordinary fully paid shares

(2011: 392 430 039 ordinary shares)

(2010: 321 130 521 ordinary shares) 250 036 237 461 198 451

72

Movements during the yearNumber

of Shares AU$’000

Balance at 30 June 2009 252 418 348 142 443

Placements 62 167 173 55 936

Unlisted options conversions 6 545 000 2 011

Share issue costs – (2 325)

Transfer on exercise of options – 786

Balance at 30 June 2010 321 130 521 198 451

Placements 29 501 659 17 406

Rights Issue 41 797 859 23 407

Share issue costs – (1 803)

Balance at 30 June 2011 392 430 039 237 461

Placements 67 200 000 9 340

Rights Issue 45 338 004 3 627

Share issue costs – (392)

Balance at 30 June 2012 504 968 043 250 036

Terms and conditions

Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders’ meetings.

In the event of winding up of the parent entity, ordinary shareholders rank after all creditors and are fully entitled to any proceeds of liquidation.

(b) Reserves:

Consolidated

Share-basedcurrencypayment

reserveAU$’000

Foreigntranslation

reserveAU$’000

Hedgeaccounting

reserveAU$’000

Minoritycontribution

reserveAU$’000

TotalAU$’000

At 30 June 2009 3 480 (4 665) 11 623 5 749 16 188

Currency translation differences – (3 910) – – (3 910)

Share-based payments (26) – – – (26)

Transferred to issued capital (786) – – – (786)

Mark to market adjustment – – (358) – (358)

Transfer to hedge revenue – – (3 022) – (3 022)

At 30 June 2010 2 669 (8 576) 8 243 5 749 8 086

Currency translation differences – (17 456) – – (17 456)

Share-based payments 1 333 – – – 1 333

Transfer to hedge revenue – – (2 914) – (2 914)

At 30 June 2011 4 001 (26 032) 5 329 5 749 (10 952)

Currency translation differences – (24 432) – – (24 432)

Share-based payments (1 703) – – – (1 703)

Transfer to hedge revenue – – (2 001) – (2 001)

At 30 June 2012 2 299 (50 463) 3 329 5 749 (39 087)

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Share-based payment reserve

This reserve is used to record the value of equity benefits provided to employees and Directors as part of their remuneration. Refer to Note 12 for further details of these plans. The Directors’ report also provides further information on Shares under option and details of the performance conditions please refer to the  Directors’ report. The reserve is also used to record the value of share-based payments provided to  the financiers and other suppliers (Note 14).

Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries.

Hedge accounting reserve

The reserve records the portion of the gain or loss on hedging instruments in cash flow hedges that are determined to be effective hedges. The reserve also records the gain on sale, termination or exercise without replacement of hedges. Refer Note 1(l).

Minority contribution reserve

The reserve records the parent entity’s share of the equity contribution by non-controlling interests.

(c) Non-controlling interests:

Consolidated

30 Jun 12AU$’000

30 Jun 11AU$’000

30 Jun 10AU$’000

Interest in:

Share capital (2 391) (2 391) (2 391)

Accumulated losses (22 548) (15 948) (9 419)

Reserves 4 659 3 290 3 770

(20 280) (15 048) (8 039)

Options:

The Company has on issue 18 780 000 (2011: 10 922 855 and 2010: 10 929 284) options. Options are issued to employees under the Company’s Employee Share Option Plan. Refer to Note 12 for further details. 15 000 000 options (2011: 7 142 855, 2010: 5 714 284) are issued to Macquarie Bank Limited in relation to the Bridging Facility provided by Macquarie Bank Limited. Refer to Note 14 for further details.

NOTE 17: FINANCIAL INSTRUMENT DISCLOSURES

(a) Capital Risk Management:

The Group’s total capital is defined as PLA’s shareholders’ funds plus amounts attributable to outside equity shareholders plus net debt.

The Group’s over-riding objectives when managing capital are to safeguard the business as a going concern and maximise returns to shareholders. The Group constantly reviews funding requirements for exploration, project development, working capital and possible acquisitions.

The only borrowings of the Group are currently the facility from Macquarie Bank Limited. The main financial covenant is to maintain a current ratio (excluding any current portion of the facility) of 1:1.

74

(b) Categories of financial instruments:

Consolidated

30 Jun 12AU$’000

30 Jun 11AU$’000

30 Jun 10AU$’000

Financial assets

Derivative instruments – 665 –Held-to-maturity investments 1 298 1 152 769Cash and deposits 14 900 22 707 12 366Loans receivable 12 291 13 022 13 231Receivables 5 954 9 965 8 551

34 442 47 512 34 917

Financial liabilities at amortised cost

Loans payable 10 000 15 962 15 998Trade creditors and accruals 21 272 15 536 12 878

31 272 31 498 28 876

(c) Financial risk management objectives

The Group is exposed to market risk (including currency risk, fair value interest rate risk and price risk), credit risk, liquidity risk and cash flow interest rate risk.

The Group monitors and manages those risks with the use of appropriate derivative financial instruments to hedge those risk exposures, when deemed appropriate, within written policies and principles approved by the Board of Directors. Compliance with policies and exposure limits is reviewed by management on a continuous basis. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.

(d) Market risk

The Group’s activities expose it primarily to financial risks of changes in foreign currency exchange rates, commodity prices and interest rates. The Group enters into a variety of derivative financial instruments to manage its exposure to commodity price risk including bought options and forward exchange contracts to hedge the commodity price risk on its production.

Scenarios are run for major interest bearing positions, based on debt outstanding at 30 June 2012. Based on simulations run, the impact on annual post-tax profit and shareholders’ equity of a 200 base points shift in interest rates would be a maximum increase or decrease of AU$200 000 (2011: AU$13 423 and 2010: AU$Nil). These balances will not remain consistent and therefore these numbers should be used with care.

Scenarios are run on the impact on the mark to market of commodity derivatives on hand at 30 June 2012, used to hedge the price risk of the Group’s future production. A 10% increase in the palladium price, with all other variables held constant, would result in a decrease in receivables of AU$Nil (2011: AU$25 336 and 2010: AU$Nil) and a 10% increase in the platinum price would result in a decrease in  receivables of AU$Nil (2011: AU$22 570 and 2010: AU$Nil).

(e) Foreign currency risk management

The Group undertakes certain transactions in foreign currencies; hence exposures to exchange rate fluctuations arise. The carrying amount of the Group’s foreign currency denominated monetary assets and monetary liabilities at the reporting date is as follows:

Liabilities Assets30 Jun 12AU$’000

30 Jun 11AU$’000

30 Jun 10AU$’000

30 Jun 12AU$’000

30 Jun 11AU$’000

30 Jun 10AU$’000

South African Rand 20 800 16 107 13 602 33 387 21 916 21 602

75

The following table shows the Group’s sensitivity to a 10% increase and decrease in the Australian Dollar against the relevant foreign currency. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. A positive number indicates an increase in equity where the Australian Dollar strengthens against the respective currency, for a weakening of the Australian Dollar against the respective currency there would be an equal and opposite impact on equity.

30 Jun 12AU$’000

30 Jun 11AU$’000

30 Jun 10AU$’000

South African Rand (1 144) (380) (524)

(f) Interest rate risk management

The Group is exposed to interest risk as its current facility with Macquarie Bank Limited is at a floating interest rate of BBSW plus 4.5% per annum. The Groups exposure to interest rate fluctuations is disclosed in Note 17(d).

(g) Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in   financial loss to the Group. The Group considers public data to evaluate the counterparties it deals with  and continuously monitors such data.

The Group’s major credit exposures are to its bankers all of which have high-credit ratings assigned by international credit rating agencies. The carrying amount of financial assets recorded in the financial statements, net of any allowance for losses, represents the Group’s maximum exposure to credit risk without taking account of the value of any collateral obtained.

(h) Liquidity risk management

The Group monitors its short, medium and long-term liquidity requirements on an ongoing basis. Borrowing maturity profiles are carefully matched to forecast project cash flows, with an adequate margin being maintained between cash flows and debt service requirements.

Liquidity and interest rate risk tables

The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities. These are based on the undiscounted cash flows of financial liabilities based on the earliest date the Group can be required to pay. The table includes both interest and principal cash flows.

Consolidated

Weighted averageeffective interest

Rate %1 year or less 1 to 5 years

More than 5 years

2012Non-interest bearing 20 323 950 –Variable interest rate 9.20 10 000 – –

30 323 950 –

2011Non-interest bearing 15 457 36 –Variable interest rate 9 – 1 259 –Fixed interest rate 8 15 107 – –

30 564 1 295 –

2010Non-interest bearing 12 862 17 –Variable interest rate 10 – 1 318 –Fixed interest rate 8 – 16 400 –

12 862 17 735 –

76

The following table details the Group’s expected maturity for its non-derivative financial assets. These have been drawn up based on the undiscounted contractual maturities of the financial assets including interest that will be earned on those assets except where the Group anticipates that cash flow will occur in a different period.

Consolidated1 year or less 1 to 5 years

More than5 years

2012Non-interest bearing 5 934 1 298 –Variable interest instruments 14 900 12 291 –

20 854 13 589 –

2011Non-interest bearing 10 265 – –Variable interest instruments 7 402 17 004 –

17 667 17 004 –

2010Non-interest bearing 8 833 – –Variable interest instruments 12 137 17 806 –

20 970 17 806 –

The following table details the Group’s liquidity analysis for its derivative financial instruments. The table is based upon the undiscounted net cash inflows/ (outflows) on the derivative instruments that settle on a net basis. When the amount payable or receivable is not fixed, the amount has been determined by reference to the projected interest rates as illustrated by the yield curves existing at the reporting date.

Consolidated1 year or less 1 to 5 years

More than5 years

2012Net settledPlatinum and Palladium collars – – –

– – –

2011Net settledPlatinum and Palladium collars 610 56 –

610 56 –

2010Net settledPlatinum and Palladium collars – – –

– – –

(i) Fair value of financial instruments

The fair values of financial assets and financial liabilities are determined as follows:

The fair value of financial assets and liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices.

The fair value of other financial assets and liabilities (excluding derivative financial instruments) are determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions. The fair value of derivative instruments are calculated using quoted prices. Where such prices are not available use is made of a discounted cash flow analysis using the applicable yield curve for the duration of the instruments for non-optional derivatives and option pricing models for optional derivatives.

77

The fair value of financial guarantee contracts is determined using option pricing models where the main assumptions are the probability of default by the specified counterparty extrapolated from market-based credit information and the amount of loss, given the default.

Derivatives

Commodity price forward contracts are measured using quoted forward commodity prices and yield curves derived from quoted interest rates matching maturities of the contracts.

The Directors consider that the carrying amounts of financial assets and financial liabilities recorded at  amortised cost in the financial statements approximates their fair values.

NOTE 18: COMMITMENTS AND CONTINGENCIES

Commitments

There are no outstanding commitments not provided for in the financial statements of the Group as at 30 June 2012 other than:

(a) Capital commitments;

Capital expenditure contracted for at the reporting date but not recognised as liabilities is as follows;

30 Jun 12AU$’000

30 Jun 11AU$’000

30 Jun 10AU$’000

Mining PropertyPayable within one year 677 221 3 131Later than one year but not later than five years – – –Later than five years – – –

677 221 3 131

(b) In order to maintain rights of tenure, the Group is committed to outlay an aggregate amount of approximately AU$66 783 in 2012/2013, (2011/2012: AU$376 849 and 2011/2010: AU$342 810) for mining tenement rentals and shire rates and to meet the statutory minimum expenditure conditions applying to its tenements. Expenditure commitments for the ensuing year and beyond 2012/2013 will vary according to whether:

(i) any of the existing tenements are relinquished or converted to other forms of title;

(ii) any of the existing tenements are farmed out;

(iii) new tenements are acquired; and

(iv) total or partial exemption from expenditure commitments is applied for and granted in respect of individual tenements.

(c) Leases

(i) Operating leases

30 Jun 12AU$’000

30 Jun 11AU$’000

30 Jun 10AU$’000

Commitments for minimum lease payments in relation to non-cancellable operating leases (rental of premises) are payable as follows:Within one year 285 270 204Later than one year but not later than five years 243 403 30Later than five years – – –

528 673 234

(ii) Finance leases

The Group has vehicles under finance lease with a carrying value of AU$60 553 (2011: AU$20 778 and 2010: AU$98 898) expiring within five years. Under the terms of the leases, the Group has the option to acquire the leased assets for the residual balance of the cost of the asset.

78

30 Jun 12AU$’000

30 Jun 11AU$’000

30 Jun 10AU$’000

Commitments for minimum lease payments in relation finance leases are payable as follows:Within one year 35 22 45Later than one year but not later than five years 75 23 58Later than five years – – –

110 45 103

Contingencies

Performance bonds

As disclosed in Note 6(b) the Group has provided performance bonds amounting to AU$116 500 (2011: AU$116 500 and 2010: AU$116 500) to the Department of Industry and Resources in respect of compliance with environmental conditions in relation to certain tenements.

NOTE 19: JOINT VENTURES

At 30 June 2012, the Group has interests in unincorporated joint ventures as follows:

Joint venture Percentage interest Principal activities

Melville 25% Mineral exploration – Carried interestKalplats 12% Mineral exploration – Earning in 49%Kalplats Area of Influence 50% Mineral exploration – Participation and managerRooderand 30% Mineral exploration – Earning up to 70%

There are no assets held in these joint ventures.

NOTE 20: INTEREST IN ASSOCIATE

Name: PlatTech Pty Limited

Balance date: 30 June

Ownership interest held by parent entity: 50%

Principal activity: The associated company holds the intellectual property rights subsisting in the Leachate Process.

Name: Stellex Platinum (Pty) Limited

Balance date: 30 June

Ownership interest held by parent entity: 49%

Principal activity: The associated company explores for Platinum Group Metals in the North Western Province of South Africa.

NOTE 21: RELATED PARTY DISCLOSURES

Transactions with related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.

Directors and specified Executives

Disclosures relating to Directors and specified Executives are set out in the Directors’ report under the section titled Remuneration report.

Subsidiaries

The ultimate parent entity in the Group is PLA.

79

(i) Subsidiaries

Country ofincorporation

30 Jun 12% holding

30 Jun 11% holding

30 Jun 10% holding

Subsidiaries ofPlatinum Australia Limited:Platinum Exploration NL Australia 100 100 100Platinum Australia SA (Pty) Limited South Africa 100 100 100Rivers Platinum Mining (Mauritius) Mauritius 100 100 100Smokey Hills Platinum Mining (Mauritius) Mauritius 100 100 100Stella Platinum Mining (Mauritius) Mauritius 100 100 100PLA Platinum Investments SA (Pty) Limited South Africa 100 100 100Platinum Rivers Project (Pty) Limited South Africa 100 100 100Stella Platinum (Pty) Limited South Africa 100 100 100EL Platinum (Pty) Limited South Africa 100 100 100Bofule Platinum (Pty) Limited South Africa 100 100 100Vryburg Platinum (Pty) Limited South Africa 100 100 100Smokey Hills Platinum (Pty) Limited South Africa 73.75 73.75 73.75Phokathaba Platinum (Pty) Limited South Africa 65.75 65.75 65.75Limpopo Platinum Holdings (Pty) Limited South Africa 45 45 45

All subsidiaries are owned by PLA except Platinum Rivers Project (Pty) Limited, which is owned by Rivers Platinum Mining (Mauritius), Stella Platinum (Pty) Limited which is owned by Stella Platinum Mining (Mauritius), EL Platinum (Pty) Limited and PLA Platinum Investments Pty Limited, which are owned by Smokey Hills Platinum Mining (Mauritius), Smokey Hills Platinum (Pty) Limited, Limpopo Platinum Holdings (Pty) Limited, Bofule Platinum (Pty) Limited and Vryburg Platinum (Pty) Limited which are owned by EL Platinum (Pty) Limited and Phokathaba Platinum (Pty) Limited which is owned by Smokey Hills Platinum (Pty) Limited.

NOTE 22: PARENT ENTITY DISCLOSURES

Financial position

30 Jun 12AU$’000

30 Jun 11AU$’000

30 Jun 10AU$’000

AssetsCurrent assets 19 031 25 541 13 315Non-current assets(i) 174 859 173 442 157 081

Total assets 193 889 198 983 170 396

LiabilitiesCurrent liabilities 11 109 16 119 760Non-current liabilities – 32 15 001

Total liabilities 11 109 16 151 15 762

Net assets 182 780 182 832 154 634

EquityIssued capital 250 036 237 461 198 451Accumulated losses (69 554) (58 630) (46 485)Share-based payments reserve 2 299 4 001 2 669

Total equity 182 780 182 832 154 634

(i) The recovery of loans to subsidiaries included in the non-current assets is dependent on the recovery of certain of the Group’s non-current assets as set out in Note 1(e)(v).

80

Financial performance

30 Jun 12AU$’000

30 Jun 11AU$’000

30 Jun 10AU$’000

Loss for the year (10 924) (12 145) 3 864Other comprehensive income – – –

Total comprehensive income (10 924) (12 145) 3 864

Contingent liabilities of the parent entity

The parent company has subordinated to other creditors various loans to 100% owned subsidiaries, until such time as those subsidiaries’ financial statements show that their assets exceed their liabilities. These loans amount to AU$31 822 468 (2011: AU$33 438 235 and 2010: AU$27 692 947).

Commitments for the acquisition of property, plant and equipment by the parent entity

There are no capital commitments of the parent entity.

NOTE 23: CONTINGENT LIABILITY

Refer to Note 26 Subsequent Events for details of a contingent liability noted in prior period financial reports which was settled subsequent to balance date.

NOTE 24: AUDITORS’ REMUNERATION

The auditors of PLA are HLB Mann Judd.

30 Jun 12AU$’000

30 Jun 11AU$’000

30 Jun 10AU$’000

Amounts received or due and receivable by HLB Mann Judd for:An audit or review of the financial report of the Company and any other entity in the Group 84 70 78Review of prospectus for equity issue 2 10 –

Amounts received or due and receivable by other auditors for:An audit or review of the financial report of subsidiaries 154 96 88

239 176 166

NOTE 25: KEY MANAGEMENT PERSONNEL DISCLOSURES

(a) Key management personnel compensation

The Company has transferred the detailed remuneration disclosures to the Directors’ report in accordance with Corporations Amendment Regulations 2006 (No. 4). These remuneration disclosures are provided in the Remuneration report section of the Directors’ report under Details of remuneration and are designated as audited.

(b) Shareholdings of key management personnel

DirectorsBalance

1.7.11Net

ChangeBalance30.6.12

Mr PD Allchurch 9 437 434 943 746 10 381 180Mr JD Lewins 5 572 421 557 243 6 129 664Mr MG Blakiston 1 147 621 – 1 147 621Mr WA Hansen* 228 572 (228 572) –

16 386 048 1 272 417 17 658 465

* Mr Hansen resigned as a Director on 11 May 2012.

81

DirectorsBalance

1.7.10Net

ChangeBalance30.6.11

Mr PD Allchurch 8 257 753 1 179 681 9 437 434Mr JD Lewins 5 194 868 377 553 5 572 421Mr MG Blakiston 1 004 167 143 454 1 147 621Mr EE Hughes* 425 000 3 573 428 573Mr WA Hansen 200 000 28 572 228 572

15 081 788 1 732 833 16 814 621

* Mr Hughes ceased to be a director on 20 April 2011.

Other key management personnelBalance

1.7.11Net

changeBalance30.6.12

Mr DG Neill 278 572 100 000 378 572Mr GW Ramsay – – –Mr RA Wallis – – –Mr W Smart – – –Mr GJ Ferguson – – –

278 572 100 000 378 572

Other key management personnelBalance

1.7.10Net

changeBalance30.6.11

Mr DG Neill 200 000 78 572 278 572Mr GW Ramsay – – –Mr RA Wallis – – –Mr W Smart – – –Mr GJ Ferguson – – –

200 000 78 572 278 572

(c) Option holdings of key management personnel

DirectorsBalance

1.7.11

Optionsgranted

during theyear as

remuneration

Otherchanges

during theyear

Optionslapsed/

soldBalance30.6.12

Vested andexercisable

30.6.12

Mr PD Allchurch – – – – – –

Mr JD Lewins 3 000 000 – – – 3 000 000 1 000 000

Mr MG Blakiston – – – – – –

Mr WA Hansen – – – – – –

3 000 000 – – – 3 000 000 1 000 000

DirectorsBalance

1.7.10

Optionsgranted

during theyear as

remuneration

Otherchanges

during theyear

Optionslapsed/

soldBalance30.6.11

Vested andexercisable

30.6.11

Mr PD Allchurch – – – – – –

Mr JD Lewins 3 000 000 – – – 3 000 000 1 000 000

Mr MG Blakiston – – – – – –

Mr WA Hansen – – – – – –

3 000 000 – – – 3 000 000 1 000 000

82

Other key management personnel

Balance1.7.11

Optionsgranted

during theyear as

remuneration

Otherchanges

during theyear

Optionslapsed/

soldBalance30.6.12

Vested andexercisable

30.6.12

Mr DG Neill – – – – – –

Mr GW Ramsay 250 000 – – – 250 000 50 000

Mr RA Wallis – – – – – –

Mr W Smart – – – – – –

Mr G Ferguson – – – – – –

250 000 – – – 250 000 50 000

Other key management personnel

Balance1.7.10

Optionsgranted

during theyear as

remuneration

Otherchanges

during theyear

Optionslapsed/

soldBalance30.6.11

Vested andexercisable

30.6.11

Mr DG Neill 250 000 – – (250 000) – –

Mr GW Ramsay 250 000 – – – 250 000 50 000

Mr RA Wallis 250 000 – – (250 000) – –

Mr W Smart 200 000 – – (200 000) – –

Mr G Ferguson – – – – – –

950 000 – – (700 000) 250 000 50 000

NOTE 26: SUBSEQUENT EVENTS

On 12 July 2012, PhokaThaba Platinum (Pty) Limited (a 65.75% subsidiary) and a previous contractor to the Company, Redpath Mining (South Africa) (Pty) Limited signed a Settlement Agreement covering a claim for additional costs incurred in the period to 30 June 2010. Under the terms of the agreement, PhokaThaba Platinum (Pty) Limited made a payment of ZAR88 000 000 in full and final settlement of all disputes between the parties.

The payment was made from a cash backed Bank Guarantee for ZAR106 million held by Macquarie Bank and provided by PLA. The balance of the funds were used by Platinum Australia to reduce debt and for general working capital.

On 5 September 2012, an AU$12 500 000 facility was established between PhokaThaba Platinum (Pty) Limited and Macquarie Bank Limited.

The facility carries an interest rate of 10% per annum and an undrawn line fee of 4% per annum and is secured by a fixed and floating charge over the assets of the Company.

On 5 September 2012, an AU$5 000 000 facility was established between Stella Platinum (Pty) Limited and Macquarie Bank Limited. The facility carries an interest rate of 10% per annum and an undrawn line fee of 4% per annum and is secured by a fixed and floating charge over the assets of the Company.

On 5 September 2012, an AU$5 000 000 facility was established between Bofule Platinum (Pty) Limited and Macquarie Bank Limited. The facility carries an interest rate of 10% per annum and an undrawn line fee of 4% per annum and is secured by a fixed and floating charge over the assets of the Company.

The above three facilities have a drawdown expiration date of 31 March 2013 with full repayment of the facilities due on or before 31 July 2013, unless extended past this date by Macquarie Bank Limited.

83

NOTE 27: DIRECTORS’ REMUNERATION (extract from the Directors’ report)

Details of the remuneration of each Director are set out in the following tables.

Directors of the Company

YearPrimary

Salary/FeesAU$’000

Post-Employment

Super-annuation

AU$’000

EquityOptionsAU$’000

TotalAU$’000

Percentage ofremunerationperformance-

reated

Mr PD Allchurch 2012 72 6 – 78 0%(Non-executive Chairman) 2011 72 6 – 78 0%

2010 72 6 – 78 0%

Mr JD Lewins 2012 550 16 – 566 0%(Managing Director) 2011 550 15 – 565 0%

2010 550 14 – 564 0%

Mr MG Blakiston 2012 52 5 – 57 0%(Non-executive Director) 2011 52 5 – 57 0%

2010 52 5 – 57 0%

Mr EE Hughes** 2012 – – – – 0%(Non-executive Director) 2011 43 4 – 47 0%

2010 52 5 – 57 0%

Mr WA Hansen* 2012 45 2 – 47 0%(Non-executive Director) 2011 52 5 – 57 0%

2010 52 5 – 57 0%

Total 2012 718 29 – 748 0%2011 770 35 – 805 0%

2010 778 35 – 813 0%

*Mr W Hansen resigned as a Director on 11 May 2012.**Mr E Hughes resigned 20 April 2011.

Specified Executives of the Company

YearPrimary

Salary/FeesAU$’000

Post-Employment

Super-annuation

AU$’000

EquityOptionsAU$’000

TotalAU$’000

Percentage ofremunerationperformance-

reated

Mr DG Neill 2012 328 16 – 343 0%(Chief Financial Officer) 2011 340 15 – 355 0%

2010 330 14 – 344 0%

Mr K Freeman * 2012 – – – – 0%(Chief Operating Officer SA) 2011 481 – – 481 0%

Platinum Australia SA (Pty) Limited 2010 167 – 111 278 40%

Mr RA Wallis 2012 202 – – 202 0%(General Manager – Mining) 2011 218 – – 218 0%

Platinum Australia SA (Pty) Limited 2010 215 – – 215 0%

Mr W Smart 2012 196 – – 196 0%(General Manager – Smokey Hills) 2011 220 – – 220 0%

2010 198 – – 198 0%

Platinum Australia SA (Pty) Limited

Mr GW Ramsay 2012 200 – – 200 0%(General Manager – Projects 2011 215 – – 215 0%

and Engineering) 2010 197 – 119 316 38%

Platinum Australia SA (Pty) Limited

Mr G Ferguson ** 2012 369 16 – 385 0%(Chief Operating Officer SA) 2011 5 – – 6 0%

2010 – – – – 0%

Total 2012 1 295 32 – 1 326 0%2011 1 481 16 – 1 496 0%

2010 1 107 14 230 1 352 17%

* Mr K Freeman resigned as Chief Operating Officer on 17 June 2011.** Mr G Ferguson was appointed as Chief Operating Officer 27 June 2011.

84

The Company paid legal fees on normal commercial terms to Gilbert & Tobin, a legal firm of which Mr Blakiston, a Director of the Company, is a partner. The amount paid by the Company for the year ended 30 June 2012 to  Gilbert & Tobin was AU$155 169 (2011: AU$85 109).

Service Agreements

Remuneration and other terms of employment for the Managing Director are formalised in an employment contract with the Company pursuant to which he received a salary of $550 000 and statutory superannuation of $15 775. Options issued to Mr Lewins contain performance hurdles which must be achieved before they can be exercised, therefore enhanced corporate performance will return a financial benefit to Mr Lewins via  those options. Performance hurdles are determined by the Board.

Messrs Allchurch, Blakiston, and Hansen receive fees in cash. The fees are fixed and approved by shareholders and are not related to the performance of the Company. The Company’s Constitution provides that Directors may collectively be paid a fixed sum not exceeding the aggregate maximum per annum from time to time as determined by the Company. A Director may be paid fees or other amounts as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of  a Director.

Remuneration and other terms of employment for the Specified Executives of the Company are also formalised in an employment contract whereby they are entitled to a base salary inclusive of superannuation, and are entitled to participate in the Company Employee Share Option Plan.

Share-based Compensation

Options are granted under the Company Employee Share Option Plan for no consideration. Options are granted for a five year period and entitlements to the options are vested as soon as performance conditions have been met. Options are exercisable in defined tranches with conditions attaching to each tranche to  reflect the  Company’s development strategy and align the interests of Directors and Executives to those of shareholders.

The amounts disclosed for emoluments relating to options are the assessed fair values at grant date of options granted to Directors and other Executives, allocated equally over the period from grant date to expiry. Fair values at grant date are independently determined using the Binomial Tree Model method of valuation that takes into account the exercise price, the term of the option, the vesting and market related criteria, the  impact of dilution, the non-tradeable nature of the option, the share price at grant date and the risk of the underlying share and the risk-free interest rate for the term of the option.

A summary of the performance conditions applicable to the options issued above are as follows:

1. successful completion of a bankable feasibility study at Kalahari Platinum Project (vested 9 November 2010);

2. successful completion of Bankable Feasibility Study at the Kalahari Platinum Project with a high grade resource greater than 2.5g/t resource = 2.5Moz (vested 9 November 2010);

3. commencement of construction at Kalahari Platinum Project;

4. commencement of production at Kalahari Platinum Project;

5. first commercial concentrate shipped at Kalahari Platinum Project;

6. commencement of production at Smokey Hills Project (vested 12 March 2009);

7. completion of open pit mining at Smokey Hills (vested December 2009);

8. completion of first full (financial) year of production at Smokey Hills (vested 30 June 2010);

9. achievement of design production and recovery over a 12-month period at Smokey Hills;

10. achievement of 60 000tpm ore production from Smokey Hills underground mine;

11. achievement of “completion” at Smokey Hills (as defined in Standard Bank documents);

12. achievement of 24 000ozs 4E production in a quarter;

13. achievement of 95 000ozs 4E production in a 12-month period;

14. additional 1Moz PGM outside of the Smokey Hills and Kalplats Projects is identified or acquired (vested 22 May 2009);

15. commencement of production at the Panton Project, or any other project that the company may acquire; and

16. achievement of 720 000 tonnes over a 12-month period from underground at Smokey Hills.

85

The following terms and conditions of each grant of options affecting remuneration in the previous, this or future reporting periods are as follows:

Grant date Expiry datePerformance condition

Exercise price

Value per option at

grant date

21 December 2006 31 December 2013 2,3,5,14,15 $1.23 62.9 cents31 July 2008 31 July 2012 6,7,8,9,10 $2.33 63.2 cents31 July 2008 31 July 2012 6,8,9,10,11 $2.39 58.6 cents22 December 2009 31 July 2013 1,3,4 84 cents 47.6 cents30 June 2010 30 April 2014 10,12,13,16 94 cents 22.8 cents31 March 2011 31 July 2012 6,7,8,9,10,11 94 cents 9.73 cents

Options granted under the plan carry no dividend or voting rights.

The exercise price of the options is based on the weighted average price at which the Company’s shares are traded on the Australian Securities Exchange during the week up to and including the date of grant.

Details of options over ordinary shares in the Company provided as remuneration to each Director of Platinum Australia Limited and each of the specified executives of the parent entity and the Group are set out below. When exercisable, each option is convertible into one ordinary share of Platinum Australia Limited.

Name

Number of options granted during the

year

Number of options vested during the

yearNumber of options exercised

during the year2012 2011 2012 2011 2012 2011 Date

Directors of Platinum Australia Limited

Mr JD Lewins – – – 500 000 – –Mr MG Blakiston – – – – – –Mr PD Allchurch – – – – – –Mr WA Hansen – – – – – –

Name

Number of options granted during the

year

Number of options vested during the

yearNumber of options exercised

during the year2012 2011 2012 2011 2012 2011 Date

Specified executives

Mr DG Neill – – – – – –Mr RAG Wallis – – – – – –Mr G W Ramsay – – – 50 000 – –

G. DIRECTORS’ COMMENTARY

Year ended 30 June 2012

The Company continued to experience significant challenges in ramping up production at the Smokey Hills Platinum Mine. Production was lost due to Section 54 stoppages, disruptions by former employees, strikes and contractor and operational issues.

As a result on 12 January 2012, the Company announced it had initiated a transition from contractor underground mining to Owner Operator mining and was taking over all management and supervision of mining operations with immediate effect. Despite the immediate improvement in production, the  financial  performance of the operation showed no improvement due to the continuing deterioration of the PGM metal prices.

86

The deterioration in the financial performance at Smokey Hills placed significant strain on the Company which, with the assistance of external consultants, embarked upon an extensive review of its operations, financial position and projected cash flow position over the following six to 12 months. As a consequence of this review, the Board took the decision on 28 June 2012 to appoint Bryan Hughes of Pitcher Partners as Administrator of the Company pursuant to section 436A of the Corporations Act.

Following the appointment of the Administrator and despite the improving operational performance, which saw record production from underground operations in July, the decision was taken to place the Smokey Hills mine on care and maintenance pending a sustained improvement in metal prices. Following extensive consultation with the unions, employees, local community and the DMR, all operations were suspended at the end of August 2012.

As a result of the issues noted above, HLB Mann Judd disclaimed the audit opinion as follows:

“Basis for disclaimer of opinion

1. The directors appointed Bryan Hughes of Pitcher Partners as Administrator of the Company pursuant to section 436A of the Corporations Act 2001 on 28 June 2012. The ability of the Company to be released from administration is dependent on the finalisation of the merger with Jubilee Platinum Plc (“Jubilee”) or the completion of another such transaction. As the finalisation of the merger with Jubilee is dependent on certain events occurring (including obtaining the approval of the Company’s shareholders and creditors) which are outstanding at the date of signing this report, there exists a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern, and therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business. The outstanding events relating to the finalisation of the merger with Jubilee also create a material uncertainty in relation to the recovery of the carrying values of the Company’s assets, in particular the development costs capitalised, property, plant and equipment, deferred tax assets and loans to Smokey Hills Project participants.

2. The directors have noted in their directors’ declaration that their opinion in section 1 of their declaration is subject to the matters noted above.

3. As a result of the material uncertainties noted above, we were unable to determine whether any adjustments might have been found necessary in respect of the recovery of the carrying values of the Company’s assets, in particular the development costs capitalised, property, plant and equipment, deferred tax assets and loans to Smokey Hills Project participants, nor were we able to obtain alternative evidence which would provide sufficient appropriate evidence to remove the significant doubt in relation to the Company’s ability to continue as a going concern.

Disclaimer of opinion

Because of the significance, and pervasive nature, of the matters described in the Basis for Disclaimer of Opinion paragraphs above, we have not been able to obtain sufficient appropriate audit evidence to  provide a basis for an audit opinion. Accordingly, we do not express an opinion on whether:

(a) the financial report of Platinum Australia Limited (subject to Deed of Company Arrangement) is in accordance with the Corporations Act 2001, including:

(i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2012 and  of  its performance for the year ended on that date; and

(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and

(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1(c).”

The problems at Smokey Hills clearly overshadowed the significant progress which was made in advancing the Kalahari Platinum (“Kalplats”) Project and the Rooderand Project during the period under review.

At Rooderand an updated mineral resource was completed and a mining right application was submitted to and accepted by the Department of Mineral Resources. In addition the definitive feasibility study (“DFS”) on the project was 95% completed by 30 June 2012.

At Kalplats a retention permit application was submitted in June and the majority of work required for the submission of a mining right application had been completed by 30 June 2012.

87

Year ended 30 June 2011

The completion of a Definitive Feasibility Study (“DFS”) on the Kalahari Platinum (“Kalplats”) Project and of a Pre-Feasibility Study (“PFS”) on the Rooderand Project during the period under review has seen the Company make significant progress towards its goal of developing into a low cost mid-tier platinum producer.

However the positive progress on these projects was largely overshadowed by a number of challenges at the Smokey Hills Platinum Mine which resulted in the poor ramp up of production from underground, and the failure to achieve the design tonnages.

The market continued to see a recovery in the PGM market fundamentals, with platinum demand up 15% and palladium demand up 20%, mainly as a result of the improved performance of the automotive industry. This increase in demand was not been matched by the supply side, resulting in improved market fundamentals and a commensurate increase in metal prices.

At the Smokey Hills Platinum Mine, the ramp up to the design production rate from underground has been significantly slower than anticipated, due in the main part to the failure of the underground mining contractor, Redpath Mining (South Africa) (Pty) Limited (“Redpath’) to achieve an acceptable level of performance. As a result the contract with Redpath was terminated in October 2010, and a new contractor JIC Mining Services (“JIC”) was appointed and commenced operations in November 2010.

Whilst the Company saw significant improvements in production from the new contractor, industrial disputation problems directly related to the workforce which was taken over from Redpath significantly impacted on the ability of JIC to achieve production targets. However by the end of June, these had largely been overcome and production had increased to 75% of design.

At the Kalahari Platinum Project, a Definitive Feasibility Study (“DFS”) based on the development of an open pit mine producing and processing 1.5 MTPA of ore to produce an average of 105 000 ozs 3E PGM per annum was completed. The DFS found the project to be commercially and technically viable, with a capital cost of some US$150 million and that it would be among the lowest cost in the industry with operating costs of US$600/oz 3E PGM to metal.

PLA also completed an initial Resource Estimate and a Pre-Feasibility Study (“PFS”) on the Rooderand Platinum Project during the year. The PFS was based on the development of 1.2 MTPA open pit and underground mining operations to produce Run of Mine ore for a concentrator plant to be built on site. The PFS found that the project was commercially and technically viable, would produce an average production of 115 000 ozs 4E PGM per annum, have a capital cost of some US$130 million and have an operating cost of below US$700/oz 4E PGM to metal.

Year ended 30 June 2010

The period under review was challenging, dealing not only with the aftermath of the global financial crisis, but also the challenges associated with the start up of the Company’s first operation in South Africa. The gradual recovery of the world economies, and especially those such as China, has seen some recovery in PGM prices, with the platinum price increasing form US$1 200/oz at the start of the period to just over US$1 500/oz by June 2010. The recovery of the palladium price has been considerably more significant increasing from US$250/oz to US$450/oz during the same period, while rhodium has also shown a significant increase from US$1 450/oz to US$2 500/oz.

The recovery in PGM prices, combined with the improving performance of the Smokey Hills Mine is expected provide an opportunity for the Company to consolidate and then build its production capacity through the development of the advanced Kalahari Platinum and Rooderand Platinum projects. The ramp up to full production from underground operations at our Smokey Hills Mine has been hampered by the impact of a large shallow pot hole which was encountered between adits 4 and 5. While modifications to the mine design will allow the majority of ore affected by the pot hole to be recovered, the time required to implement the changes caused a significant delay in achieving design production. A more significant impact to production has been the failure of the appointed mining contractor to achieve the contractual production levels. The completion of work necessary to open up new mining areas and in addressing the performance of the contractor is expected to see design production from the underground mine achieved in the March quarter of the coming year.

88

At the Kalahari Platinum Project we completed a Pre-Feasibility Study (“PFS”) on the development of an open pit mine producing and processing 1.5 MTPA of ore to produce up to 130 000 ozs 3E per annum. This study found the project to be commercially and technically viable. The results from the Definitive Feasibility Study (“DFS”) were due to be released shortly and initial indications from the DFS were that the project would have a capital cost in the order of ZAR1.1 billion to develop and an operating cost of less than US$400 per oz 3E in concentrate.

The Company has also achieved significant progress on the Rooderand Platinum Project located on the western limb of the Bushveld Igneous Complex in South Africa. PLA completed a comprehensive drilling program comprising over 240 diamond drill holes and had a Pre-Feasibility Study under way on the project. The PFS is based on an initial open pit with the potential to produce over 100 000 ozs 4E over an estimated five year life, followed by a shallow underground operation down to ~500m accessed by  declines.

89

ADMINISTRATOR’S REPORT

Company administration

On 28 June 2012 the directors appointed Bryan Hughes of Pitcher Partners as Administrator of the Company pursuant to section 436A of the Corporations Act 2001 following deterioration in the fi nancial performance of the Company’s Smokey Hills mine and decreasing commodity prices. Following extensive consultation with the unions employees local community and the DMR all operations were suspended at the end of August 2012.

As discussed in further detail at Note 1 of the fi nancial statements during the period of administration the Company facilitated new funding to meet obligations in respect of the Smokey Hills mine care and maintenance program further the Group’s interests in joint ventures and remain compliant with its Social Labour Plan obligations.

On 18 October 2012 the Company entered into a Deed of Company Arrangement with Bryan Hughes appointed as Deed Administrator.

On 17 December 2012 the Company’s Deed Administrator announced that the Company had executed a Heads of Agreement with Jubilee Platinum plc (“Jubilee”) to effect a merger with Jubilee by way of a   Scheme of  Arrangement under the Australian Corporations Act, 2001.

A binding agreement to proceed with the merger was executed by both parties on 25 February 2013.

Financial results: half-year to 31 December 2012

The loss for the half year attributable to the owners of the parent was $7 647 156 (2011: $5 207 161) which included exploration costs expensed of $299 940 (2011: $913 412) in line with the Group’s policy of expensing all exploration costs on projects until such time as there is a positive Defi nitive Feasibility Study in relation to  the area in question.

Review of operations

Smokey Hills Platinum Project

Despite the continuing improvements in production during the June Quarter the fi nancial performance of the Smokey Hills operation showed no signifi cant improvement due to the ongoing deterioration in the Platinum Group Metals (“PGM”) metal prices. Therefore despite the improving operational performance the decision had to be taken in July to place the Smokey Hills mine on care and maintenance pending a   sustained improvement in metal prices. Following extensive consultation with the unions employees local community and the DMR all operations were suspended at the end of August 2012.

Production statistics

Tonnes milled tonnes 68 749Head grade g/t 4E 3.98Recovery % 80.64E PGM ozs 6 874Cash cost ZAR/tonne 1 001

Kalahari Platinum Project

Work on the optimisation of various design and operational aspects of the previously completed Defi nitive Feasibility Study (“DFS”) was fi nalised during the period.

Rooderand Project

Work on the DFS on the project was completed during the period and a draft report issued which is  currently undergoing a review process prior to fi nalisation.

90

Stellex North Project

A drilling program comprising of 72 Reverse Circulation holes totalling some 4 100 metres was completed on the project during the period. Final assay results are still outstanding and are expected in the coming quarter. Following review of these results a decision on further work will be taken with Japan Oil Gas and Metals National Corporation (“JOGMEC”) who are funding the entire work program under an agreement which provides for JOGMEC to earn an initial 35% interest in the project by providing US$3.5 million funding for exploration through to 2014.

Corporate

On 17 December, the Company announced that it was at an advanced stage of discussions for a proposed merger with Jubilee Platinum plc (“Jubilee”) under which Jubilee would acquire all ordinary shares on issue in Platinum Australia Limited (“PLA”) by way of a scheme of arrangement regulated under the Australian Corporations Act (“the Scheme”). On 25 February 2013, Jubilee and PLA executed an Implementation Deed to merge the two companies. Under the Scheme, PLA shareholders will receive ordinary shares in Jubilee in exchange for their shareholding in PLA that will give PLA shareholders approximately 30.75% of the merged entity. The merged entity will be seeking a fi nancing package for project fi nance working capital and for partial settlement of PLA’s debts. The fi nancing package is currently being negotiated.

The debt of PLA’s creditors including PLA’s major secured creditor will be addressed through a combination of cash settlement and equity. A portion of the debt would be converted into equity in PLA and those creditors would then participate in the Scheme as PLA shareholders (ultimately receiving consideration shares in Jubilee). Completion of the Scheme transaction is subject to a number of approvals, including approvals from the shareholders of each of PLA and Jubilee and approvals from PLA’s creditors.

Auditor’s Independence Declaration

Section 307C of the Corporations Act, 2001, requires our auditors HLB Mann Judd to provide the directors of the Company with an Independence Declaration in relation to the review of the half-year fi nancial report. This Independence Declaration is set out on page 6 and forms part of this Deed Administrator’s Report for the half-year ended 31 December 2012.

This report is signed by Bryan Hughes as Deed Administrator of the Company pursuant to his powers under a deed of company arrangement dated 18 October 2012.

Bryan HughesDeed Administrator

Dated 15 March 2013

91

AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the review of the fi nancial report of Platinum Australia Limited (subject to Deed of Company Arrangement) for the half-year ended 31 December 2012 I declare that to the best of my knowledge and belief there have been no contraventions of:

a) the auditor independence requirements of the Corporations Act, 2001, in relation to the review; and

b) any applicable code of professional conduct in relation to the review.

Perth Western Australia L DI GIALLONARDO15 March 2013 Partner HLB Mann Judd

HLB Mann Judd (WA Partnership) ABN 22 193 232 714

Level 4 130 Stirling Street Perth 6000 PO Box 8124 Perth BC 6849 Western Australia.

Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533. Email: hlb@hlbwa.com.au.

Website: http://www.hlb.com.au

Liability limited by a scheme approved under Professional Standards Legislation

HLB Mann Judd (WA Partnership) is a member of International a world-wide organisation of accounting fi rms and business advisers

92

CONDENSED STATEMENT OF COMPREHENSIVE INCOMEFor the half-year ended 31 December 2012

Consolidated

Note 2012$

2011$

Revenue from ordinary activities 9 804 041 21 502 247Cost of sales (10 689 416) (20 522 736)Exploration expenses (299 940) (913 412)Depreciation and amortisation expense (1 637 846) (4 464 199)Share-based payments expense Finance costs (2 855 113) (818 308)Other expenses from ordinary activities (5 814 016) (7 076 233)

Loss before income tax 2 (11 492 805) (12 304 413)Income tax benefi t 2 080 309 3 733 139

Net loss after tax (9 412 496) (8 571 274)Other comprehensive incomeItems that may be reclassifi ed to profi t or loss:Exchange differences on translation of foreign subsidiaries (6 154 916) (17 618 768)

Total comprehensive loss for the period (15 567 412) (26 190 042)Loss attributable to: Owners of the parent (7 647 156) (5 207 161)Non-controlling interest (1 765 340) (3 364 113)

(9 412 496) (8 571 274)Total comprehensive loss attributable to: Owners of the parent (14 260 909) (24 872 047)Non-controlling interest (1 306 503) (1 317 995)

Basic loss per share (cents per share) (1.51) (0.81)

The accompanying notes form part of these fi nancial statements.

93

CONDENSED STATEMENT OF FINANCIAL POSITIONas at 31 December 2012

Consolidated

Note 31 December2012

$

30 June2012

$

Assets

Current assetCash and cash equivalents 1 781 411 14 900 028Receivables 850 897 5 953 619Inventories 3 186 118 4 667 798

Total current assets 5 818 426 25 531 445

Non-current assetsReceivables 11 908 622 12 290 924Other fi nancial assets 1 397 638 1 297 910Development costs capitalised 23 264 838 23 951 740Property plant and equipment 39 108 113 43 094 255Deferred tax asset 26 214 018 24 862 467

Total non-current assets 101 893 229 105 497 296

Total assets 107 711 655 131 028 741

LiabilitiesCurrent liabilitiesTrade and other payables 7 718 327 20 322 630Provisions 132 760 162 400Interest-bearing liabilities 15 684 575 (3 364 113)Current taxation payable 33 593 70 043

Total current liabilities 23 569 255 30 555 073

Non-current liabilities

Payables 950 197 949 703

Provisions 1 562 831 1 633 471Deferred tax liability 6 100 512 6 264 570

Total non-current liabilities 8 613 540 8 847 744

Total liabilities 32 182 795 39 402 817

Net assets 75 528 860 91 625 924

EquityIssued Capital 3 250 035 676 250 035 676Reserves (46 527 199) (39 086 766)Accumulated losses (106 392 999) (99 042 871)Parent entity interest 97 115 478 111 906 039Non-controlling interest (21 586 618) (20 280 115)

Total equity 75 528 860 91 625 924

The accompanying notes form part of these fi nancial statements.

94

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96

CONDENSED STATEMENT OF CASH FLOWSfor the half-year ended 31 December 2012

Consolidated

2012$

2011$

Cash flows from operating activitiesReceipts from customers 12 632 430 21 164 212Payments to suppliers and employees (3 850 429) (3 482 108)Payments for exploration activities (622 516) (1 286 000)Payments for mining activities (24 758 573) (24 695 162)Interest received 109 755 433 580Finance charges (1 578 516) (748 911)Income tax and royalty payments – (335 927)Other income 3 852 690 007

Net cash/(used in) operating activities (18 063 977) (8 260 309)

Cash flows from investing activitiesPayment for purchase of non-current assets (3 024) (56 715)Proceeds on sale of non-current assets 49 268 –Payments for development costs (315 556) (911 730)Loans to related parties – (576 933)

Net cash/(used in) investing activities (269 312) (1 545 378)

Cash flows from financing activitiesProceeds from issue of shares – 8 840 000Costs associated with issue of shares – (56 836)Repayments of loans from fi nancial institutions – (5 000 000)Funding from fi nancial institutions 5 684 575 –Net cash provided by fi nancing activities 5 684 575 3 783 164Net decrease in cash held (12 648 714) (6 022 523)Effects of exchange rate changes on cash (469 902) (2 025 762)Cash and cash equivalents at the beginning of the period 14 900 028 22 707 455

Cash and cash equivalents at the end of the period 1 781 411 14 659 170

The accompanying notes form part of these fi nancial statements.

97

NOTES TO THE CONDENSED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2012

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES STATEMENT OF COMPLIANCE

These interim consolidated fi nancial statements are general purpose fi nancial statements prepared in accordance with the requirements of the Corporations Act 2001 applicable accounting standards including AASB 134: Interim Financial Reporting Accounting Interpretations and other authoritative pronouncements of   the Australian Accounting Standards Board (“AASB”). Compliance with AASB 134 ensures compliance with IAS 34 “Interim Financial Reporting”.

This condensed half-year report does not include full disclosures of the type normally included in an annual fi nancial report. Therefore it cannot be expected to provide as full an understanding of the fi nancial performance fi nancial position and cash fl ows of the Group as in the full fi nancial report.

It is recommended that this fi nancial report be read in conjunction with the annual fi nancial report for the year ended 30 June 2012 and any public announcements made by Platinum Australia Limited and its subsidiaries during the half-year in accordance with continuous disclosure requirements arising under the Corporations Act, 2001, and the ASX Listing Rules.

Basis of preparation

The interim report has been prepared on a historical cost basis except for derivative fi nancial instruments and available-for-sale fi nancial assets which are measured at fair value. Cost is based on the fair value of the consideration given in exchange for assets. The company is domiciled in Australia and all amounts are presented in Australian dollars unless otherwise noted.

For the purpose of preparing the interim report the half-year has been treated as a discrete reporting period.

The accounting policies adopted are consistent with those of the previous fi nancial year and corresponding interim reporting period except as set out below.

Company administration

On 28 June 2012, the directors appointed Bryan Hughes of Pitcher Partners as Administrator of the Company pursuant to Section 436A of the Corporations Act, 2001, following deterioration in the fi nancial performance of the Company’s Smokey Hills mine and decreasing commodity prices. Following this appointment all   operations at the Smokey Hills mine were suspended in August 2012.

During the period of administration the Company facilitated new funding to meet obligations in respect of the Smokey Hills mine care and maintenance program further the Group’s interests in joint ventures and remain compliant with its Social Labour Plan obligations. On 17 December 2012, the Company’s Deed Administrator announced that the Company had executed a Heads of Agreement with Jubilee Platinum plc (“Jubilee”) to effect a merger with Jubilee by way of a Scheme of Arrangement regulated under the Corporations Act, 2001. Binding transaction documents were executed by both parties on 25 February 2013. The key terms of the merger are as follows:

• Platinum shareholders will receive ordinary shares in Jubilee in exchange for their shareholding in Platinum.

• The merged entity will be seeking a fi nancing package for project fi nance working capital and for potential settlement of Platinum’s debts.

• Platinum’s debts will be settled through a combination of cash settlement and equity (a portion of the debt will be converted into equity in Platinum and these creditors would then participate in the merger as  Platinum shareholders).

If completed the merger would create a large Anglo-Australian-South African platinum mining group with the potential to be a signifi cant producer within the top fi ve platinum producers in the world. The merger would facilitate the following:

• Reopening of the Smokey Hills mine which will provide the Group with signifi cant annualised production of platinum group metals.

• The development of Platinum’s open pit Rooderand Platinum Project in the western limb of the Bushveld Complex which compliments the Smokey Hills mine; a mining right application for the project was submitted in late 2012 and a Defi nitive Feasibility Study on the project was recently completed with a   draft report issued which is currently undergoing a review process prior to fi nalisation.

98

• The development of Platinum’s Kalahari Platinum Project on which a mining right application is expected to be submitted.

Completion of the merger is subject to a number of approvals including approvals from the shareholders of each of Platinum and Jubilee and approvals from Platinum creditors.

Signifi cant accounting judgments and key estimates

The preparation of the interim fi nancial report requires management to make judgments estimates and assumptions that affect the application of accounting policies and the reported amounts of assets liabilities income and expense. Actual results may differ from these estimates.

In preparing this interim report the signifi cant judgments made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated fi nancial report for the year ended 30 June 2012 in particular the recovery of deferred tax assets development costs capitalised property plant and equipment and loans to Smokey Hills Project participants.

As noted above the Company is yet to fi nalise the merger with Jubilee. The directors believe that fi nalisation of the merger will enable the Company to be released from administration reopen the Smokey Hills mine further the Company’s other projects and generate the required profi ts to enable the Group to recover the carrying values of the development costs capitalised property plant and equipment deferred tax assets and loans to Smokey Hills Project participants. The recovery of the carrying values of these assets is therefore dependent on the fi nalisation of the merger with Jubilee.

Adoption of new and revised Accounting Standards

In the half-year ended 31 December 2012 the Deed Administrator has reviewed all of the new and revised Standards and Interpretations issued by all AASB that are relevant to the Group’s operations and effective for annual reporting periods beginning on or after 1 July 2012.

It has been determined by the Deed Administrator that there is no impact material or otherwise of the new and revised Standards and Interpretations on the Group’s business and therefore no change is necessary to Group accounting policies.

The Deed Administrator has also reviewed all new Standards and Interpretations that have been issued but are not yet effective for the half-year ended 31 December 2012. As a result of this review the Deed Administrator has determined that there is no impact material or otherwise of the new and revised standards and interpretation and therefore no change is necessary to Group accounting policies.

Going concern

As noted above the directors appointed Bryan Hughes of Pitcher Partners as Administrator of the Company pursuant to section 436A of the Corporations Act 2001 on 28 June 2012. The ability of the Company to be released from administration is dependent on the fi nalisation of the merger with Jubilee Platinum plc or the completion of another such transaction. The Deed Administrator considers it reasonable to assume that the merger with Jubilee will be fi nalised successfully and has prepared the fi nancial report assuming the Company is a going concern. However as the fi nalisation of the merger with Jubilee is dependent on certain events occurring (including obtaining the approval of Platinum shareholders and creditors) which are outstanding at the date of signing this fi nancial report there exists a material uncertainty that may cast signifi cant doubt on the Company’s ability to continue as a going concern and therefore that it may be unable to realise its assets and discharge its liabilities in the normal course of business.

99

NOTE 2: LOSS BEFORE INCOME TAX EXPENSE Consolidated

31 December2012

$

31 December2011

$

The following revenue and expense items are relevant in explaining the fi nancial performance for the half-year:

Interest received 85 717 921 967Sale of concentrate 8 150 888 18 063 850Hedge income 1 541 613 2 511 699Chrome tailings partnership income – 75 178Cost of sales:Treatment charges 1 578 076 3 617 866Mining 6 295 238 11 763 355Plant 1 600 683 4 881 238Other operating expenditure 1 215 419 260 227

10 689 416 20 522 736

Exploration expenditure 299 940 913 412Depreciation and amortisation 1 637 846 4 464 199

NOTE 3: ISSUED CAPITAL

31 December2012

$

31 December2011

$

Ordinary shares Issued and fully paid 250 035 676 250 035 676

Number $

Movements in ordinary shares on issue

Opening balance at 1 July 2012 504 968 043 250 035 676

Balance at 31 December 2012 504 968 043 250 035 676

NOTE 4: SEGMENT REPORTING

Operating segments by business activity

Reporting information presented to the Deed Administrator is categorised by the following business activities; Corporate Exploration and Mining and Production.

100

NOTE 4: SEGMENT REPORTING (continued)

Segment Information

The following table presents the revenue and results information regarding the segment information provided to the Deed Administrator for the half-year periods ended 31 December 2012 and 31 December 2011.

Continuing operations

Corporate$

Exploration$

Mining and Production

$Consolidated

$

31 December 2012Segment revenue 52 910 13 129 9 738 002 9 804 041Segment result (4 428 554) (299 940) (4 684 002) (9 412 496)Segment assets 12 605 598 153 645 94 952 412 107 711 655Segment liabilities (13 468 305) (361 313) (18 353 177) (32 182 795)Included within segment result: Depreciation and amortisation 30 974 5 090 1 601 782 1 637 846Interest revenue 41 533 – 44 184 85 717Income tax benefi t 34 741 – 2 045 568 2 080 309

Continuing operations

Corporate$

Exploration$

Mining and Production

$Consolidated

$

31 December 2011Segment revenue 873 967 – 20 628 280 21 502 247Segment result (2 560 744) (913 412) (5 097 118) (8 571 274)Segment assets 23 414 585 24 147 109 993 012 133 431 744Segment liabilities (15 195 602) (1 470 812) (17 532 552) (34 198 966)Included within segment result: Depreciation and amortisation 49 878 1 279 4 413 042 4 464 199Interest revenue 863 811 – 58 156 921 967Income tax benefi t (117 771) – 3 850 910 3 733 139

NOTE 5: COMMITMENTS

Smokey Hills Project Development

Certain capital expenditure on the Smokey Hills Project is ongoing. Orders for further work not recorded in liabilities were placed by the Group and amounted to R3 920 180 (2011: R8 700 000) or A$446 150 (2011: A$1 053 422).

NOTE 6: CONTINGENT LIABILITIES

The Group has provided performance bonds amounting to $116 500 (2011: $116 500) to the Department of Industry and Resources in respect of compliance with environmental conditions in relation to certain tenements. These bonds were released in January 2013.

NOTE 7: SUBSEQUENT EVENTS

On 25 February 2013 the Deed Administrator announced that Platinum Australia Limited (Subect to Deed of Company Arrangement) (“PLA”) and Jubilee had executed an Implementation Deed to merge the two companies to create a large Anglo-Australian-South African platinum mining group. The merger will be implemented by way of a Scheme of Arrangement under the Australian Corporations Act, 2001 (“the Scheme”).

Under the terms of the Scheme PLA Shareholders will receive consideration in the form of Jubilee shares that will give PLA Shareholders 30.75% of the merged entity. Based on the current number of Jubilee shares

101

on issue it is estimated that PLA shareholders will receive approximately 0.386 Jubilee shares for each PLA share held. This ratio will increase slightly if Jubilee shares (or securities convertible into shares) are issued prior to the Scheme being implemented. Unless a PLA Shareholder otherwise elects the Jubilee consideration shares will take the form of CHESS depositary interests which Jubilee will apply to have listed on ASX. Upon completion of the merger Jubilee shareholders will own 54.5% of the merged entity.

A condition of the Scheme is the approval by PLA creditors to the variation of PLA’s Deed of Company Arrangement (“DOCA”) under which the debt owed by the creditors of PLA will be compromised or settled for a combination of cash and Jubilee shares and claims of PLA creditors will be extinguished. PLA creditors (including PLA’s major secured creditor Macquarie Bank Limited (“MBL”)) will hold approximately 14.75% of the merged entity. MBL has executed a Transaction Support Deed under which MBL has agreed to support and vote in favour of the creditors’ compromise at the meeting of PLA creditors to vary PLA’s  DOCA.

Scheme structure and terms

The Scheme is subject to certain conditions precedent including PLA shareholder PLA creditor and court approval of the Scheme Jubilee shareholder approval the Independent Expert concluding the Scheme is in the best interest of PLA Shareholders and certain other regulatory approvals.

Another condition to the scheme is that Jubilee executes facility agreements with lenders to fund the merged entity’s activities in an amount of at least ZAR190 million. In this regard Jubilee has secured indicative terms sheets for this fi nancing from a number of fi nancial institutions.

For the Scheme PLA shareholder approval a simple majority of PLA shareholders present in person or by proxy must vote in favour and the resolution to approve the Scheme must be passed by at least 75% of the votes cast at the Scheme meeting. For the Jubilee shareholder approval a special resolution of Jubilee shareholders is required to approve the merger.

The outstanding PLA options that are held by MBL and John Lewins (a PLA director) will be cancelled upon implementation of the Scheme for nominal consideration.

The Implementation Deed provides for customary deal protections including commitments not to solicit alternative transactions to the merger and the payment of a $400 000 break fee by each party in certain circumstances. In addition each company has granted the other party a right to match competing proposals. The Implementation Deed also provides for limited termination rights.

Next steps

A Scheme Booklet containing information relating to the proposed transaction details of the Scheme meeting and details of the treatment of PLA Creditors is expected to be sent to PLA Shareholders at the beginning of  April 2013. The circular to Jubilee shareholders is expected to be dispatched at the same time.

A meeting of PLA Creditors to vote on the proposed treatment of their debt is expected to be held in April 2013.

A scheme meeting of PLA Shareholders to vote on the proposed Scheme is expected to be held at the beginning of May 2013. Subject to the approval of the Scheme by PLA Shareholders PLA Creditors and the court and the timely satisfaction (or waiver) of the conditions precedent PLA and Jubilee expect the Scheme to be implemented by mid-May 2013.

DEED ADMINISTRATOR’S DECLARATION

As referred to in Note 1 of the fi nancial statements the recovery of the carrying values at 31 December 2012 of the development costs capitalised property, plant and equipment deferred tax assets and loans to Smokey Hills project participants together with the ability of the Company to continue as a going concern are dependent on the fi nalisation of the merger with Jubilee Platinum plc. or the completion of another such transaction which will enable the Company to be released from its Deed of Company Arrangement. Subject to this occurring in the opinion of the Deed Administrator:

1. The attached fi nancial statements and notes thereto are in accordance with the Corporations Act, 2001 including:

a. complying with Accounting Standards the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

102

b. giving a true and fair view of the Group’s fi nancial position as at 31 December 2012 and of its performance for the half-year then ended.

2. There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is signed by Bryan Hughes as Deed Administrator of the company pursuant to his powers under a deed of company arrangement dated 18 October 2012.

Bryan HughesDeed Administrator

Dated 15 March 2013

103

INDEPENDENT AUDITORS’ REVIEW REPORT

To the members of Platinum Australia Limited (subject to Deed of Company Arrangement)

Report on the condensed half-year fi nancial report

We have reviewed the accompanying half-year fi nancial report of Platinum Australia Limited (subject to Deed of Company Arrangement) (“the company”) which comprises the condensed statement of fi nancial position as at 31 December 2012 the condensed statement of comprehensive income condensed statement of changes in equity and condensed statement of cash fl ows for the half-year ended on that date notes comprising a summary of signifi cant accounting policies and other explanatory information and the Deed Administrator’s declaration of the consolidated entity comprising the company and the entities it  controlled at the half-year end or from time to time during the half-year.

Deed Administrator’s responsibility for the half-year fi nancial report

The Deed Administrator is responsible for the preparation of the half-year fi nancial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such control as the Deed Administrator determines is necessary to enable the preparation of the half-year fi nancial report that is free from material misstatement whether due to fraud or error.

Auditors’ responsibility

Our responsibility is to express a conclusion on the half-year fi nancial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity in order to state whether on the basis of the procedures described we have become aware of any matter that makes us believe that the fi nancial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s fi nancial position as at 31 December 2012 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of the company ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual fi nancial report.

A review of a half-year fi nancial report consists of making enquiries primarily of persons responsible for fi nancial and accounting matters and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all signifi cant matters that might be identifi ed in an audit. Accordingly we do not express an audit opinion.

Independence

In conducting our review we have complied with the independence requirements of the Corporations Act, 2001.

HLB Mann Judd (WA Partnership) ABN 22 193 232 714

Level 4 130 Stirling Street Perth 6000 PO Box 8124 Perth BC 6849 Western Australia.

Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533. Email: hlb@hlbwa.com.au.

Website: http://www.hlb.com.au

Liability limited by a scheme approved under Professional Standards Legislation

HLB Mann Judd (WA Partnership) is a member of International a world-wide organisation of accounting fi rms and business advisers

104

Matters relating to the electronic presentation of the reviewed half-year fi nancial report

This review report relates to the half-year fi nancial report of the consolidated entity for the half-year ended 31 December 2012 included on the Company’s website. The Deed Administrator has been responsible for the integrity of the Company’s website. We have not been engaged to report on the integrity of this website. The review report refers only to the half-year fi nancial report identifi ed above. It does not provide an opinion on any other information which may have been hyperlinked to/from the half-year fi nancial report. If users of the half-year fi nancial report are concerned with the inherent risks arising from publication on a website they are advised to refer to the hard copy of the reviewed half-year fi nancial report to confi rm the information contained in this website version of the half-year fi nancial report.

Basis for disclaimed conclusion

1. As noted in Note 1 to the fi nancial report the Directors appointed Bryan Hughes of Pitcher Partners as Administrator of the Company pursuant to section 436A of the Corporations Act, 2001 on 28 June 2012. The ability of the Company to be released from administration is dependent on the fi nalisation of the merger with Jubilee Platinum plc (“Jubilee”) or the completion of another such transaction. As the fi nalisation of the merger with Jubilee is dependent on certain events occurring (including obtaining the approval of the Company’s shareholders and creditors) which are outstanding at the date of signing this report there exists a material uncertainty that may cast signifi cant doubt on the Company’s ability to continue as a going concern and therefore that it may be unable to realise its assets and discharge its liabilities in the normal course of business. The outstanding events relating to the fi nalisation of the merger with Jubilee also create a material uncertainty in relation to the recovery of the carrying values of the company’s assets in particular the development costs capitalised property plant and equipment deferred tax assets and loans to Smokey Hills Project participants.

2. As a result of the material uncertainties noted above we were unable to determine whether any adjustments might have been found necessary in respect of the recovery of the carrying values of the company’s assets in particular the development costs capitalised property plant and equipment deferred tax assets and loans to Smokey Hills Project participants nor were we able to obtain alternative evidence which would provide suffi cient appropriate evidence to remove the signifi cant doubt in relation to the company’s ability to continue as a going concern.

Disclaimed conclusion

Because of the signifi cant and pervasive nature of the matters described in the Basis for Disclaimed Conclusion   paragraphs above we have not been able to obtain suffi cient appropriate evidence to provide a  basis for a review conclusion. Accordingly we do not express a conclusion on whether:

(a) the fi nancial report of Platinum Australia Limited (subject to Deed of Company

Arrangement) is in accordance with the Corporations Act, 2001, including:

(i) giving a true and fair view of the consolidated entity’s fi nancial position as at 31 December 2012 and of its performance for the year ended on that date; and

(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and

(b) the fi nancial report also complies with International Financial Reporting Standards as disclosed in Note 1.

HLB MANN JUDD Chartered Accountants

Perth, Western Australia L DI GIALLONARDO15 March 2013 Partner

105

Annexure 2

INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF PLA

The DirectorsJubilee Platinum PlcStoney Ridge Office ParkCnr Witkoppen and Waterford Place1st Floor, Block B, Unit 8Kleve Hill ParkPaulshof, 2068

18 April 2013

Dear Sirs

INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE REPORT OF HISTORICAL FINANCIAL INFORMATION OF PLATINUM AUSTRALIA LIMITED

INTRODUCTION

Jubilee Platinum Plc (“Jubilee”) is issuing a circular to its shareholders to be dated on or about 26 April 2013 (“the Circular”) regarding the proposed acquisition of Platinum Australia Limited (“PLA”).

At your request and for the purposes of the Circular, we have:

• reviewed the consolidated financial information of PLA which comprises the statements of financial position of PLA as at 30 June 2010 and 2011 and 31 December 2012, the statements of comprehensive income, statements of changes in equity and cash flows for the periods then ended as well as the accounting policies and other explanatory notes for these periods;

• audited the consolidated financial information of PLA which comprises the statements of financial position of PLA as at 30 June 2012, the statement of comprehensive income, statement of changes in equity and  cash flows for the year then ended as well as the accounting policies and other explanatory notes for  this period

(together, “the Historical Financial Information”),

for the purposes of complying with the JSE Limited (“JSE”) Listings Requirements and for inclusion in the Circular incorporating revised listing particulars. HLB Mann Judd are the independent auditors to PLA.

RESPONSIBILITY

Director’s responsibility

The Directors of Jubilee are responsible for the compilation, contents and preparation of the Circular in accordance with the JSE Listings Requirements. The Directors of PLA are responsible for the preparation of the Historical Financial Information and fair presentation in accordance with International Financial Reporting Standards and in the manner required by the JSE Listings Requirements. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and presentation of Historical Financial Information that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Reporting accountants’ responsibility

Our responsibility is to express an opinion on the reviewed financial information for the years ended 30 June 2010 and 2011 and the six months ended 31 December 2012 and the audited financial information for  the year ended 30 June 2012 included as Annexure 1 to this circular based on our procedures.

106

HISTORICAL FINANCIAL INFORMATION

Introduction

We have reviewed the financial information for the years ended 30 June 2010, 2011 and the six months ended 31 December 2012 and the audited financial information for the year ended 30 June 2012 comprising the Historical Financial Information included as Annexure 1 to this Circular and prepared in accordance with International Financial Reporting Standards.

Scope of the review

We conducted our review of the financial information for the years ended 30 June 2010 and 2011 and the six  months ended 31 December 2012 in accordance with the International Standard on Review Engagements  2400.

This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial information for the years ended 30 June 2010 and 2011 and the six months ended 31 December 2012 are free of material misstatement. A review is limited primarily to enquiries of company personnel and analytical procedures applied to financial data and thus provide less assurance than an audit. We have not performed an audit of the abovementioned financial information and, accordingly, we do not express an audit opinion thereon.

Review conclusion for the years ended 30 June 2010 and 2011 and the six months ended 31 December 2012

Based on our review, nothing has come to our attention that causes us to believe that the Historical Financial Information of PLA for the years ended 30 June 2010 and 2011 and the six months ended 31 December 2012 included in Annexure 1 are not fairly presented, in all material respects, in accordance with International Financial Reporting Standards and the JSE Listings Requirements.

Scope of audit

We conducted our audit of the financial information for the year ending 30 June 2012 in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Historical Financial Information is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the abovementioned Historical Financial Information. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the Historical Financial Information, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the Historical Financial Information in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of  accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the Historical Financial Information.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. As part of our procedures we followed the statement of International Standard on Auditing 600 on using the work of another auditor.

AUDIT OPINION ON HISTORICAL FINANCIAL INFORMATION FOR THE YEAR ENDED 30 JUNE 2012

In our opinion, the financial information of PLA as set out in Annexure 1 to the Circular, subject to the disclaimed audit opinion, presents fairly, in all material respects, for the purposes of the Circular, the financial position of PLA at 30 June 2012, and its financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards and in the manner required by the JSE Listings Requirements. We note that the June 2012 audit opinion contains a disclaimed opinion, details of which are included in  paragraph G of Annexure 1 .

107

CONSENT

We consent to the inclusion of this report, which will form part of the Circular.

Yours faithfully

Ursula van EckRegistered Auditor

BDO South Africa Incorporated22 Wellington RoadParktown2193

108

Annexure 3A

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF JUBILEE BASED ON THE REVIEWED INTERIM FINANCIAL RESULTS OF JUBILEE AND PLA FOR THE PERIOD ENDED 31 DECEMBER 2012

PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma financial information has been prepared for illustrative purposes only and because of its nature, may not fairly present Jubilee’s financial position, changes in equity, and results of operations or  cash flows after the Transaction.

The unaudited pro forma financial information is based on the reviewed results of Jubilee for the six moths ended 3 1  December 2012 and the reviewed results of PLA for the six months ended 3 1 December 2012.

It has been assumed that the Transaction was effective at 1 July 201 2, being the beginning of Jubilee’s financial period for the purposes of the pro forma statement of comprehensive income and on 3 1 December 2012 for purposes of the pro forma statement of financial position. The unaudited pro forma statement of comprehensive income and pro forma statement of financial position have been prepared using accounting policies that comply with International Financial Reporting Standards and that are consistent with those applied in the reviewed financial statements of Jubiliee for the six months ended 3 1 December 2012.

The Directors of Jubilee are responsible for the compilation, contents and preparation of the unaudited pro forma financial information contained in this Circular and for the financial information from which it has been prepared. The unaudited pro forma financial information of Jubilee should be read in conjunction with the limited assurance report of the Independent Reporting Accountants which is included as Annexure 4A to  this Circular.

109

Jub

ilee

Pla

tin

um

Pro

Fo

rma

Co

nso

lidat

ed S

tate

men

t o

f Fi

nan

cial

Po

siti

on

as a

t 31

Dec

emb

er 2

012

(£’0

00)

Jub

ilee

Pla

tin

um

Li

mit

ed

Pla

tin

um

A

ust

ralia

Li

mit

ed

Pla

tin

um

A

ust

ralia

Li

mit

ed –

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BP

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nsa

ctio

n

adju

stm

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Pu

rch

ase

pri

ce

Acc

ou

nti

ng

Co

nso

lidat

ed

pro

fo

rma

No

te:

(1)

(2)

(3)

(4)

(5

)

(£’0

00)

(AU

$’00

0)(£

’000

)(£

’000

)N

ote

s(£

’000

)N

ote

s(£

’000

)

AS

SE

TS

No

n–c

urr

ent

asse

ts

Inta

ngib

le a

ssets

78 8

72

23 2

65

14 9

23

–12 3

84

( vi)

106 1

79

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pert

y, p

lant

and e

quip

ment

10 3

38

39 1

08

25 0

86

––

35 4

24

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ivab

les

–11 9

09

7 6

39

––

7 6

39

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er

finan

cial

ass

ets

–1 3

98

897

––

897

Inve

stm

ent

in s

ubsi

dia

ries

––

–32

887

( i –

iv)

(17 5

87)

(vi i)

–

(7 5

50)

(ii )

(1 4

64)

( iv)

(6 2

86)

( iii)

Defe

rred t

ax270

26 2

14

16 8

15

––

17 0

85

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tal n

on

–cu

rren

t as

sets

89 4

8010

1 89

365

358

32 8

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0 50

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7 22

2

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sets

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nd o

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rece

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1 0

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546

––

1 5

70

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nto

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3 1

86

2 0

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––

2 0

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rece

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le22

––

––

22

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h a

nd c

ash e

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alents

1 0

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1 7

81

1 1

43

13

883

(vi)

(205)

( viii

)8 9

92

(429)

( iv)

(160)

( iv)

(6 2

86)

( iii)

To

tal c

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ent

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ts2

092

5 81

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65)

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S91

572

107

712

69 0

9140

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(20

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849

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n–c

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er

finan

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liab

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803

––

––

803

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axat

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17 4

84

6 1

01

3 9

13

––

21 3

97

Pay

able

s–

950

609

––

609

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visi

ons

–1 5

63

1 0

02

––

1 0

02

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tal n

on

–cu

rren

t lia

bili

ties

18 2

878

614

5 52

5–

–23

812

110

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Pla

tin

um

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n

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pro

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(1)

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)

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00)

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’000

)(£

’000

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ote

s(£

’000

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rren

t lia

bili

ties

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s fr

om

rela

ted p

arties

971

––

––

971

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de a

nd o

ther

pay

able

s1 9

99

7 7

18

4 9

51

(1 4

64)

5 4

86

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visi

ons

–133

85

––

( iv)

85

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rred in

com

e175

––

––

175

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rest

-bear

ing li

abili

ties

1 2

16

15 6

85

10 0

61

13

883

( v)

(7 5

50)

( ii)

11 3

24

(6 2

86)

( iii)

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ent

tax

pay

able

–34

22

––

22

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tal c

urr

ent

liab

iliti

es4

361

23 5

6915

118

13 8

83(1

5 30

0)18

063

TO

TA

L LI

AB

ILIT

IES

22 6

4832

183

20 6

4313

883

(15

300)

41 8

75

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T A

SS

ET

S68

924

75 5

2948

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26 1

72(5

568

)13

7 97

5

EQ

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YIs

sued c

apital

67 1

51

250 0

36

160 3

83

17 5

87

( i)(1

60 3

83)

( vii)

93 3

23

7 5

50

( ii)

–

1 0

35

( iv)

Rese

rves

33 0

83

(46 5

27)

(29 8

44)

–29 8

44

( vii)

44 2

75

Reta

ined e

arnin

gs/

(acc

um

ula

ted lo

ss)

(31 6

87)

(106 3

93)

(68 2

45)

68 2

45

( vii)

(205)

( viii

)

43 2

44

( ix)

(160)

( iv)

TO

TA

L E

QU

ITY

68 5

4797

115

62 2

9426

172

(19

415)

137

598

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uit

y in

tere

st o

f n

on

–co

ntr

olli

ng

inte

rest

s37

7(2

1 58

7)(1

3 84

7)–

13 8

47( v

ii)37

7

NE

T E

QU

ITY

68 9

2475

529

48 4

4726

172

(5 5

68)

137

975

Net

asse

t va

lue p

er

shar

e (pence

)21.4

622.6

2

Net

tangib

le a

sset

valu

e p

er

shar

e (pence

)(3

.10)

5.2

1

Num

ber

of

shar

es

in is

sue (‘0

00)

321 1

34

195

410

( i)609 9

27

83

885

( ii)

9 4

98

( iv)

Exc

han

ge r

ate (cl

osi

ng r

ate a

t 31 D

ece

mber

2012)

0.6

414

111

Pro forma assumptions and adjustments

1. The Jubilee fi nancial information is refl ected in Jubilee’s presentational currency, GBP, and has been extracted without adjustment from the reviewed consolidated fi nancial statements of Jubilee for the six months ended 31 December 2012.

2. The PLA fi nancial information is refl ected in PLA’s presentational currency, AU$, and has been extracted without adjustment from the reviewed consolidated fi nancial statements of PLA for the six months ended 31 December 2012.

3. In order to refl ect the pro forma effects of the Transaction in Jubilee’s presentational currency of GBP, the fi nancial information refl ected in column 3 “Platinum Australia Limited – GBP” has been translated into GBP at the closing AU$:GBP exchange rate at 31 December 2012 of AU$0.6414GBP.

4. The pro forma statement of fi nancial position is based on the assumption that the Transaction, which has been accounted for in terms of IFRS 3 Business Combinations being IFRS 3R (IFRS 3 as revised and reissued in January 2008 and amended in May 2010) (“IFRS 3”), was implemented on 31 December 2012 as follows:

( i) the issue of 195 409 823 new Jubilee shares, in connection with the acquisition of PLA. The Directors will early adopt and apply IFRS 13 Fair Value Measurement (“IFRS 13”), which applies to annual periods beginning on or after 1 January 2013, when determining the fair value of Jubilee ordinary shares issued to effect the Transaction, as the Directors are of the opinion that a quoted price in an active market provides the most reliable evidence of fair value. The issue of shares has been assumed to take place at 9 pence per share, being the fair value of Jubilee shares based on a Director’s valuation as at the time of considering and preparing the pro forma fi nancial effects of the Transaction;

( ii) as part of the Transaction, 50% of current debt held by MBL will be converted into equity in the Enlarged Group valued at approximately AU$11.1 million (£7.55 million) via the issue of 83 885 210 new Jubilee shares , at 9 pence per share, which has the effect of reducing the balance of the loan by GBP7.55  million. The conversion of the MBL debt to equity has been accounted for based on the fair value of the consideration transferred;

( iii) the remaining portion of the debt, expected to be AU$9.8 million, is settled in cash;

( iv) as part of the Transaction, all creditors’ claims against PLA, estimated to be GBP1.47 million, will be extinguished, in part with cash of AU$668 065 and in part by via the issue of 9 498 444 new Jubilee shares , at 9 pence per share, in terms of the creditor compromise. Administrator and trustee fees of AU$250 000 are incurred in respect of the settlement of creditors, converted at the closing AU$:GBP exchange rate at 31 December 2012 of AU$: 0.6414GBP; amounting to GBP160 360. The conversion of the creditor’s claims to equity has been accounted for based on the fair value of  the   consideration transferred; and

( v) Jubilee will procure project funding for the re-commissioning of Smokey Hills of at least ZAR190 million (translated into GBP at the closing ZAR:GBP exchange rate of ZAR13.6859:GBP as at 31 December 2012), amounting to GBP13.883 million.

5. The preliminary purchase price allocation in terms of IFRS 3 is subject to change and is summarised as follows:

( vi) revaluation of mineral assets based on independent valuations determined by Independent Expert, Venmyn Deloitte (Pty) Limited, a subsidiary of  Deloitte Consulting (Pty) Limited;

( vii) elimination of the historical issued capital, reserves, accumulated losses and minority interests in PLA;

( viii) estimated costs relating to the Transaction of R2 802 820 translated into GBP at the closing ZAR:GBP exchange rate of ZAR13.6859:GBP as at 31 December 2012, amounting to GBP204 796; and

( ix) recognition of gain on bargain purchase as the Transaction value places a signifi cant discount to the valuation of the PLA assets.

112

Jub

ilee

Pla

tin

um

Pro

Fo

rma

Co

nso

lidat

ed S

tate

men

t o

f C

om

pre

hen

sive

Inco

me

for

the

per

iod

en

ded

31

Dec

emb

er 2

012

(£’0

00)

Jub

ilee

Pla

tin

um

Li

mit

ed

Pla

tin

um

A

ust

ralia

Li

mit

ed

Pla

tin

um

A

ust

ralia

Li

mit

ed –

G

BP

Tra

nsa

ctio

n

adju

stm

ents

Co

nso

lidat

ed

pro

fo

rma

(1)

(2)

(3)

(4)

(£’0

00)

(AU

$’00

0)(£

’000

)(£

’000

)N

ote

s(£

’000

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Reve

nue

2 1

26

9 8

04

6 3

93

–8 5

19

Cost

of

sale

s(1

376)

(10 6

89)

(6 9

71)

–(8

347)

750

(885

)(5

77)

–17

3O

ther

inco

me

78

––

43 2

44

(ii)

43 3

22

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inis

trat

ive e

xpense

s(4

658)

(7 7

52)

(5 0

55)

(205)

(iii)

(10 0

78)

(160)

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Op

erat

ing

loss

(3 8

30)

(8 6

38)

(5 6

33)

42 8

7933

416

Fin

ance

inco

me

3–

––

3Fin

ance

cost

(145)

(2 8

55)

(1 8

62)

636

(v)

(1 3

70)

(648)

(vi)

(648)

Loss

bef

ore

tax

exp

ense

(3 9

72)

(11

493)

(7 4

94)

42 8

6831

401

Tax

atio

n in

com

e/(exp

ense

)–

2 0

80

1 3

57

3(v

,vi)

1 3

60

Loss

fo

r th

e ye

ar(3

972

)(9

412

)(6

138

)42

871

32 7

61

Oth

er c

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pre

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sive

(lo

ss)/

inco

me

Exc

han

ge (lo

ss)/exp

ense

(2 6

79)

(6 1

55)

(4 0

14)

–(6

693)

To

tal c

om

pre

hen

sive

loss

fo

r th

e ye

ar(6

651

)(1

5 56

7)(1

0 15

2)42

871

26 0

68

Loss

att

rib

uta

ble

to

:

Equity

shar

ehold

ers

(4 1

27)

(7 6

47)

(4 9

87)

42 8

71

33 7

57

Non–c

ontr

olli

ng in

tere

st155

(1 7

65)

(1 1

51)

–(9

96)

(3 9

72)

(9 4

12)

(6 1

38)

42 8

7132

761

To

tal c

om

pre

hen

sive

loss

att

rib

uta

ble

to

:

Equity

shar

ehold

ers

(6 8

06)

(14 2

61)

(9 3

00)

42 8

71

26 7

65

Non–c

ontr

olli

ng in

tere

st155

(1 3

07)

(852)

–(6

97)

(6 6

51)

(15

567)

(10

152)

42 8

7126

068

113

Jub

ilee

Pla

tin

um

Li

mit

ed

Pla

tin

um

A

ust

ralia

Li

mit

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Pla

tin

um

A

ust

ralia

Li

mit

ed –

G

BP

Tra

nsa

ctio

n

adju

stm

ents

Co

nso

lidat

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fo

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(1)

(2)

(3)

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Rec

on

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d h

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line

loss

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loss

fo

r th

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d(4

127

)(7

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)(4

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)42

871

33 7

57G

ain o

n b

argai

n p

urc

has

e–

––

(43 2

44)

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(43 2

44)

Hea

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or

the

per

iod

(4 1

27)

(7 6

47)

(4 9

87)

(373

)(9

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Bas

ic lo

ss/(ear

nin

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per

shar

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5.7

9D

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per

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5.7

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e (pence

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Head

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(1.6

3)

Weig

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d a

vera

ge n

um

ber

of

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es

in is

sue (‘0

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293 7

85

195 4

10

(vii)

582 5

78

83 8

85

(viii

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98

(ix)

Dilu

ted w

eig

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d a

vera

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um

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of

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in is

sue (‘0

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293 7

85

195 4

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(vii)

582 5

78

83 8

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(viii

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(ix)

Exc

han

ge r

ate (av

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or

the p

eriod)

0.6

521

No

tes

and

ass

um

pti

on

s: 1.

The J

ubile

e fi

nan

cial

info

rmat

ion is

refl ect

ed in J

ubile

e’s

pre

senta

tional

curr

ency

, G

BP

, an

d h

as b

een e

xtra

cted w

ithout

adju

stm

ent

fro

m t

he

re

vie

we

d c

on

solid

ate

d fi

nan

cial

sta

tem

en

ts o

f Ju

bile

e f

or

the

six

mo

nth

s e

nd

ed

31 D

ece

mbe

r 2012.

2.

The P

LA

fi n

anci

al i

nfo

rmat

ion i

s re

fl ect

ed i

n P

LA

’s p

rese

nta

tional

curr

ency

, A

U$,

and h

as b

een e

xtra

cted w

ithout

adju

stm

ent

from

th

e r

evi

ew

ed

co

nso

lidat

ed

fi n

anci

al s

tate

me

nts

of

PL

A f

or

the

six

mo

nth

s e

nd

ed

31 D

ece

mbe

r 2012.

3.

In o

rder

to r

efl

ect

the p

ro f

orm

a eff

ect

s of

the T

ransa

ctio

n in

Jubile

e’s

pre

senta

tional

curr

ency

of

GB

P,

the fi

nan

cial

info

rmat

ion r

efl ect

ed

in c

olu

mn

3 “

Pla

tin

um

Au

stra

lia L

imite

d –

GB

P”

has

be

en

tra

nsl

ate

d in

to G

BP

at

the

av

era

ge A

U$:G

BP

exc

han

ge r

ate f

or

the s

ix m

onth

s ended 3

1 D

ece

mber

2012 o

f A

U$:

0.6

521G

BP

.4.

The “

Tra

nsa

ctio

n a

dju

stm

ents

” c

olu

mn t

akes

into

acc

ount

the f

ollo

win

g a

dju

stm

ents

, an

d r

ela

ted a

ssum

ptions,

as

a re

sult o

f ac

counting f

or

the

Tra

nsa

ctio

n in

te

rms

of

IFR

S 3

:( ii

) a

gai

n o

n b

argai

n p

urc

has

e o

f G

BP

43.2

44 m

illio

n f

rom

the p

relim

inar

y purc

has

e p

rice

allo

cation e

xerc

ise in

term

s of

IFR

S 3

. This

adju

stm

en

t w

ill n

ot

hav

e a

co

ntin

uin

g e

ffe

ct;

( iii)

once

-off

tra

nsa

ctio

n c

ost

s of

R2 8

02 8

20 t

ransl

ated in

to G

BP

at

the c

losi

ng Z

AR

:GB

P e

xchan

ge r

ate o

f Z

AR

13.6

859:G

BP

as

at 3

1 D

ece

mb

er

20

12

, am

ou

ntin

g t

o G

BP

20

4 7

96

;( iv

) ad

min

istr

atio

n a

nd t

rust

ee f

ees

incu

rred in

resp

ect

of

the s

ett

lem

ent

of

PLA

cre

ditors

of

AU

$250 0

00, c

onve

rted a

t th

e c

losi

ng A

UD

:GB

P e

xch

ang

e r

ate

at

31

De

cem

be

r 2

01

2 o

f A

U$

: 0.6

41

4G

BP

, am

ou

ntin

g t

o G

BP

16

0,3

60

. This

adju

stm

ent

will

not

hav

e a

continuin

g e

ffect

;( v

) in

tere

st s

aved o

n t

he c

onve

rted a

nd s

ett

led M

BL lo

an a

t th

e a

vera

ge P

LA

borr

ow

ing r

ate o

f 9.2

% f

or

the s

ix m

onth

s ended 3

1 D

ece

mb

er

20

12

an

d t

he

re

late

d t

ax e

ffe

ct. T

his

ad

just

me

nt

will

hav

e a

co

ntin

uin

g e

ffe

ct;

( vi)

inte

rest

on p

roje

ct f

undin

g f

or

the r

e-c

om

mis

sionin

g o

f S

moke

y H

ills

Min

e o

f ZA

R190 m

illio

n a

t th

e a

vera

ge P

LA

borr

ow

ing r

ate o

f 9

.2%

fo

r th

e 6

mo

nth

s e

nd

ed

31

De

cem

be

r 2

01

2 a

nd

th

e r

ela

ted

tax

eff

ect

(tr

ansl

ate

d

into

GB

P a

t th

e a

vera

ge Z

AR

:GB

P e

xchan

ge r

ate f

or

the s

ix m

onth

s ended 3

1 D

ece

mber

2012 o

f ZA

R13.4

947:G

BP

. This

adju

stm

en

t w

ill h

ave

a c

on

tin

uin

g e

ffe

ct;

( vii)

the is

sue o

f 195 4

09 8

23 n

ew

Jubile

e s

har

es,

in c

onnect

ion w

ith t

he a

cquis

itio

n o

f P

LA

. The D

irect

ors

will

ear

ly a

dopt

and a

pply

IF

RS

13

Fai

r V

alu

e M

eas

ure

me

nt

(“IF

RS

13

”), w

hic

h a

pp

lies

to a

nn

ual

pe

rio

ds

be

gin

nin

g

on o

r af

ter

1 J

anuar

y 2013,

when d

ete

rmin

ing t

he f

air

valu

e o

f Ju

bile

e o

rdin

ary

shar

es

issu

ed t

o e

ffect

the T

ransa

ctio

n,

as t

he D

irect

ors

are

of

the

op

inio

n t

hat

a q

uo

ted

price

in a

n a

ctiv

e m

arke

t p

rovi

de

s th

e m

ost

re

liab

le

evi

dence

of

fair v

alue.

The i

ssue o

f sh

ares

has

been a

ssum

ed t

o t

ake p

lace

at

9 p

ence

per

shar

e,

bein

g t

he f

air

valu

e o

f Ju

bile

e s

har

es

bas

ed

on

a D

ire

cto

r’s

valu

atio

n a

s at

th

e t

ime

o

f co

nsi

de

rin

g a

nd

pre

par

ing

th

e

pro

form

a fi nan

cial

eff

ect

s of

the t

ransa

ctio

n.

( viii

) as

par

t of

the T

ransa

ctio

n,

50%

of

curr

ent

debt

held

by

MB

L w

ill b

e c

onve

rted into

equity

in t

he E

nla

rged G

roup v

alued a

t ap

pro

xim

ate

ly A

U$

11

.1 m

illio

n (

£7

.55

mill

ion

) vi

a th

e iss

ue

of

83

88

5 2

10

ne

w J

ub

ilee

sh

are

s,

at 9

pen

ce p

er

shar

e. T

he c

onve

rsio

n o

f th

e M

BL

debt

to e

quity

has

been a

ccounte

d f

or

bas

ed o

n t

he f

air

valu

e o

f th

e c

onsi

dera

tion t

ran

sfe

rre

d; an

d( ix

) as

par

t of

the T

ransa

ctio

n, a

ll cr

editors

’ cla

ims

agai

nst

PLA

, est

imat

ed t

o b

e G

BP

1.4

7 m

illio

n, w

ill b

e e

xtin

guis

hed, i

n p

art

via

the is

sue

of

9 4

98

44

4 n

ew

Ju

bile

e s

har

es,

at

9 p

en

ce p

er

shar

e. T

he

co

nve

rsio

n o

f th

e c

red

ito

r’s

clai

ms

to e

quity

has

been a

ccounte

d f

or

bas

ed o

n t

he f

air

valu

e o

f th

e c

onsi

dera

tion t

ransf

err

ed.

114

ANNEXURE 3B

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF JUBILEE

PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma fi nancial information has been prepared for illustrative purposes only and because of its nature, may not fairly present Jubilee’s fi nancial position, changes in equity, and results of operations or  cash fl ows after the Transaction.

The unaudited pro forma fi nancial information is based on the audited results of Jubilee for the year ended 30 June 2012 and the audited results of PLA for the year ended 30 June 2012.

It has been assumed that the Transaction was effective at 1 July 2011, being the beginning of Jubilee’s fi nancial period for the purposes of the pro forma statement of comprehensive income and on 30 June 2012 for purposes of the pro forma statement of fi nancial position. The unaudited pro forma statement of comprehensive income and pro forma statement of fi nancial position have been prepared using accounting policies that comply with International Financial Reporting Standards and that are consistent with those applied in the audited fi nancial statements of Jubilee for the year ended 30 June 2012.

The directors of Jubilee are responsible for the compilation, contents and preparation of the unaudited pro forma fi nancial information contained in this Circular and for the fi nancial information from which it has been prepared. The unaudited pro forma fi nancial information of Jubilee should be read in conjunction with the limited assurance report of the Independent Reporting Accountants which is included as Annexure 4B to  this Circular .

115

Jub

ilee

Pla

tin

um

Pro

form

a C

on

solid

ated

Sta

tem

ent

of

Fin

anci

al P

osi

tio

nas

at

30 J

un

e 20

12 (

£’00

0)

No

te:

Jub

ilee

Pla

tin

um

Li

mit

ed (1)

(£’0

00)

Pla

tin

um

A

ust

ralia

Li

mit

ed (2)

(AU

$’00

0)

Ad

just

men

ts (3)

(AU

$’00

0)N

ote

s

Pla

tin

um

A

ust

ralia

Li

mit

ed

(Ad

just

ed)

(AU

$’00

0)

Pla

tin

um

A

ust

ralia

Li

mit

ed

(Ad

just

ed)

– G

BP (4

)(£

’000

)

Tra

nsa

ctio

n

adju

stm

ents (5

)(£

’000

)N

ote

s

Pu

rch

ase

pri

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nti

ng (6

)(£

’000

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ote

s

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nso

lidat

ed

pro

fo

rma

(£’0

00)

AS

SE

TS

No

n-c

urr

ent

asse

tsIn

tangib

le a

ssets

81 9

17

23 9

52

–23 9

52

15 5

83

–1

2 6

91

(vii)

11

0 1

91

Pro

pert

y, p

lant

and e

quip

ment

11 8

78

43 0

94

–43 0

94

28 0

37

––

39

91

5R

ece

ivab

les

–12 2

91

–12 2

91

7 9

96

––

7 9

96

Oth

er

finan

cial

ass

ets

–1 2

98

–1 2

98

84

4–

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44

Inve

stm

ent

in s

ubsi

dia

ries

––

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– 32

98

2(ii

– v

)(1

7 5

87

)( v

iii)

–(7

55

0)

(iii)

(6 3

76

)(iv

)(1

47

0)

(v)

Defe

rred t

ax–

24 8

62

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62

16 1

76

––

16

17

6

To

tal n

on

-cu

rren

t as

sets

93 7

9510

5 49

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105

497

68 6

37 32

982

( 20

292)

175

122

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t as

sets

Tra

de a

nd o

ther

rece

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les

1 4

13

5 9

54

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3 8

73

––

5 2

86

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nto

ry256

4 6

78

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78

3 0

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99

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rece

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34

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66

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h a

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1 0

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) 1

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(16

3)

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(6 3

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tal c

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ts2

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25 5

3153

026

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16 9

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( 379

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L A

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029

530

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558

85 5

92 40

868

( 20

671)

20 2

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cial

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1 1

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1 1

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17 5

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65

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21

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To

tal n

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18 6

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nd o

ther

pay

able

s1 5

26

20 3

23

(10 4

62)

(i)9 8

61

6 4

15

–

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)(v

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sions

–162

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10

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abili

ties

873

10 0

00

12 2

27

(i)22 2

27

14 4

61

14

69

6( v

i) (7

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0)

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16

10

4

(6 3

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urr

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pay

able

–70

–70

46

––

46

To

tal c

urr

ent

liab

iliti

es4

765

30 5

551

765

32 3

2021

027

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96 (1

5 39

6) 25

093

TO

TA

L LI

AB

ILIT

IES

23 4

3139

403

1 76

541

168

26 7

84 14

696

(15

396)

49 5

15

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T A

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116

No

te:

Jub

ilee

Pla

tin

um

Li

mit

ed (1)

(£’0

00)

Pla

tin

um

A

ust

ralia

Li

mit

ed (2)

(AU

$’00

0)

Ad

just

men

ts (3)

(AU

$’00

0)N

ote

s

Pla

tin

um

A

ust

ralia

Li

mit

ed

(Ad

just

ed)

(AU

$’00

0)

Pla

tin

um

A

ust

ralia

Li

mit

ed

(Ad

just

ed)

– G

BP (4

)(£

’000

)

Tra

nsa

ctio

n

adju

stm

ents (5

)(£

’000

)N

ote

s

Pu

rch

ase

pri

ce

Acc

ou

nti

ng (6

)(£

’000

)N

ote

s

Co

nso

lidat

ed

pro

fo

rma

(£’0

00)

EQ

UIT

YIs

sued c

apital

64 4

24

250 0

36

–250 0

36

162 6

73

17

58

7(ii

)(1

62

67

3)

(viii

)9

0 5

36

––

––

–7

5 5

0(ii

i)–

––

––

–1

03

5( v

)–

Rese

rves

35 7

39

(39 0

87)

–(3

9 0

87)

(25 4

30

)–

25

43

0(v

iii)

61

43

1

Reta

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gs/

(acc

um

ula

ted lo

ss)

(27 8

40)

(99 0

43)

(1 2

36)

(i)(1

00 2

78)

(65 2

41

)

6

5 2

41

( viii

)–

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)( ix

)–

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91

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TO

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QU

ITY

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Net

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sue (‘0

00)

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6 9

15

83

88

5(ii

i)

9 4

98

(v)

Exc

han

ge r

ate (cl

osi

ng r

ate a

t 30 J

une 2

012)

0.6

50

6

Pro

form

a as

sum

pti

on

s an

d a

dju

stm

ents

1.

The J

ubile

e fi n

anci

al in

form

atio

n is

refl ect

ed in

Jubile

e’s

pre

senta

tional

curr

ency

, G

BP,

and h

as b

een e

xtra

cted w

ithout

adju

stm

ent

from

the

au

dite

d c

on

solid

ate

d fi n

anci

al s

tate

me

nts

of

Jub

ilee

fo

r th

e y

ear

en

de

d 3

0 J

un

e 2

012

.

2.

The P

LA

fi n

anci

al in

form

atio

n is

refl ect

ed in

PLA’

s pre

senta

tional

curr

ency

, AU

$,

and h

as b

een e

xtra

cted w

ithout

adju

stm

ent

from

the a

ud

ite

d c

on

solid

ate

d fi n

anci

al s

tate

me

nts

of

PL

A f

or

the

ye

ar e

nd

ed

30

Ju

ne

201

2.

3.

The P

LA

pro

form

a st

atem

ent

of

fi nan

cial

posi

tion in

cludes

adju

stm

ents

for

mat

erial

eve

nts

subse

quent

to 3

0 J

une 2

012,

refl ect

ed in

PLA’

s p

rese

nta

tio

nal

cu

rre

ncy

AU

$ f

or:

(i)

pay

ment

of

R88 m

illio

n i

n s

ett

lem

ent

of

dis

pute

with R

edpat

h M

inin

g f

rom

a R

106-m

illio

n b

ank

guar

ante

e t

hat

was

initia

lly p

rovi

de

d a

s se

curity

fo

r th

e c

on

trac

tor’s

clai

m,

conv

ert

ed

at

the

clo

sin

g Z

AR

:AU

$ r

ate

as

at

30 J

une

201

2 o

f R

8.4

116: A

U$ t

ogeth

er

with c

apit

alis

ed in

tere

st a

nd f

ees

amounting t

o A

U$1.

75 m

illio

n t

o r

efl

ect

the e

xpect

ed b

alan

ce o

f th

e c

urr

en

t d

eb

t h

eld

by

MB

L in

PL

A o

f A

U$

22

.2 m

illio

n t

og

eth

er

with

th

e r

ela

ted

ta

x eff

ect

.

4.

In o

rder

to r

efl ect

the p

ro f

orm

a eff

ect

s of

the T

ransa

ctio

n in

Jubile

e’s

pre

senta

tional

curr

ency

of

GB

P, t

he fi n

anci

al in

form

atio

n r

efl ect

ed in

co

lum

n 4

“P

latin

um

Au

stra

lia L

imite

d (A

dju

ste

d) –

GB

P”

has

be

en

tra

nsl

ate

d in

to G

BP

at

the c

losi

ng A

U$:G

BP

exc

han

ge r

ate a

t 30 J

une 2

012 o

f A

U$:

0.6

506G

BP

:

5.

The p

ro f

orm

a st

atem

ent

of

fi nan

cial

posi

tion is

bas

ed o

n t

he a

ssum

ption t

hat

the T

ransa

ctio

n,

whic

h h

as b

een a

ccounte

d

for

in t

erm

s o

f IF

RS

3, w

as im

ple

me

nte

d o

n 3

0 J

un

e 2

012

as

follo

ws;

( ii)

the is

sue o

f 19

5,4

09,8

23 n

ew J

ubile

e s

har

es

in c

onnect

ion w

ith t

he a

cquis

itio

n o

f P

LA

. The D

irect

ors

will

ear

ly a

dopt

and a

pply

IFR

S 1

3 F

air V

alu

e M

eas

ure

me

nt

(“IF

RS

13

”), w

hic

h a

pp

lies

to a

nn

ual

pe

rio

ds

be

gin

nin

g o

n o

r af

ter

1 J

anuar

y 201

3, w

hen d

ete

rmin

ing t

he f

air

valu

e o

f Ju

bile

e o

rdin

ary

shar

es

issu

ed t

o e

ffect

the T

ransa

ctio

n, a

s th

e D

irect

ors

are

of

the

op

inio

n t

hat

a q

uo

ted

price

in a

n a

ctiv

e m

arke

t p

rovi

de

s th

e m

ost

re

liab

le e

vid

en

ce

of

fair v

alue. T

he is

sue o

f sh

ares

has

been a

ssum

ed t

o t

ake p

lace

at

9 p

ence

per

shar

e,

bein

g t

he f

air

valu

e o

f Ju

bile

e s

har

es

bas

ed o

n a

Dire

cto

r’s

valu

atio

n a

s at

tim

e

of

con

sid

erin

g a

nd

pre

par

ing

th

e p

ro f

orm

a fi n

anci

al

eff

ect

s of

the T

ransa

ctio

n;

(iii )

as p

art

of

the T

ransa

ctio

n,

50%

of

curr

ent

debt

held

by

MB

L w

ill b

e c

onv

ert

ed i

nto

equit

y in

the E

nla

rged G

roup v

alued a

t ap

pro

xim

ate

ly A

U$

11.1

mill

ion

(£

7.5

5 m

illio

n)

via

the

iss

ue

of

83

88

5 2

10 n

ew J

ub

ilee

sh

are

s ,

at 9

 pence

per

shar

e, w

hic

h h

as t

he e

ffect

of

reduci

ng t

he b

alan

ce o

f th

e lo

an b

y G

BP

7.55 m

illio

n. T

he c

onv

ers

ion o

f th

e M

BL d

ebt

to e

qu

ity

has

be

en

acc

ou

nte

d f

or

bas

ed

on

th

e f

air

valu

e o

f th

e c

on

sid

era

tio

n t

ran

sfe

rre

d;

(i v)

the r

em

ainin

g p

ort

ion o

f th

e d

ebt,

exp

ect

ed t

o b

e A

U$9.8

mill

ion,

is s

ett

led in

cas

h;

(v)

as p

art

of

the T

ransa

ctio

n,

all c

reditors

’ cl

aim

s ag

ainst

PLA

, est

imat

ed t

o b

e G

BP

1.47 m

illio

n,

will

be e

xtin

guis

hed,

in p

art

with c

ash o

f A

U$

66

8 0

65

an

d in

par

t by

via

th

e is

sue

of

9 4

98

44

4 n

ew J

ub

ilee

sh

are

s , a

t 9

pe

nce

per

shar

e,

in t

erm

s of

the c

reditor

com

pro

mis

e.

Adm

inis

trat

or

and t

rust

ee f

ees

of

AU

$250 0

00 a

re in

curr

ed in

resp

ect

of

the s

ett

lem

en

t o

f cr

ed

ito

rs,

conv

ert

ed

at

the

clo

sin

g A

U$

:GB

P e

xch

ang

e r

ate

at

30

Ju

ne

201

2 o

f A

U$:  0.6

506G

BP,

am

ounting t

o G

BP

162 6

50. T

he c

onv

ers

ion o

f th

e c

reditor’s

clai

ms

to e

quit

y has

been a

ccounte

d f

or

bas

ed o

n t

he f

air

valu

e o

f th

e c

on

sid

era

tio

n t

ran

sfe

rre

d; an

d

(vi )

Jubile

e w

ill p

rocu

re p

roje

ct f

undin

g f

or

the r

e-c

om

mis

sionin

g o

f S

moke

y H

ills

of

at l

eas

t ZA

R19

0 m

illio

n (

tran

slat

ed i

nto

GB

P a

t th

e c

losi

ng

ZA

R:G

BP

exc

han

ge

rat

e o

fZA

R12

.92

86

:GB

P a

s at

30

Ju

ne

201

2), a

mo

un

tin

g

to  G

BP

14.6

96 m

illio

n.

6.

The p

relim

inar

y purc

has

e p

rice

allo

cation in

term

s of

IFR

S 3

is s

ubje

ct t

o c

han

ge a

nd is

sum

mar

ised a

s fo

llow

s:

(vii)

rev

aluat

ion o

f m

inera

l ass

ets

bas

ed o

n in

depende

nt

valu

atio

ns

dete

rmin

ed b

y In

dependent

Exp

ert

, Venm

yn D

elo

itte (

Pty

) Lim

ited,

a su

bsi

dia

ry o

f D

elo

itte

Co

nsu

ltin

g (P

ty) L

imite

d;

(viii

) elim

inat

ion o

f th

e h

isto

rica

l iss

ued c

apit

al, re

serv

es,

acc

um

ula

ted lo

sses

and m

inority

inte

rest

s in

PLA

;

(ix)

est

imat

ed c

ost

s re

lating t

o t

he T

ransa

ctio

n o

f R

2 8

02 8

20 t

ransl

ated in

to G

BP

at

the c

losi

ng Z

AR

:GB

P e

xchan

ge r

ate o

fZA

R12

.9286:G

BP

as

at 3

0 J

un

e 2

012

, am

ou

ntin

g t

o G

BP

216

79

2; an

d

(x)

reco

gnitio

n o

f gai

n o

n b

argai

n p

urc

has

e a

s th

e T

ransa

ctio

n v

alue p

lace

s a

signifi

cant

dis

count

to t

he v

aluat

ion o

f th

e P

LA

ass

ets

.

117

Jub

ilee

Pla

tin

um

Pro

Fo

rma

Co

nso

lidat

ed S

tate

men

t o

f C

om

pre

hen

sive

Inco

me

as a

t 30

Ju

ne

2012

(£’

000)

Jub

ilee

Pla

tin

um

Li

mit

ed (1)

(£’0

00)

Pla

tin

um

A

ust

ralia

Li

mit

ed (2)

(AU

$’00

0)

Ad

just

men

ts (3)

No

tes

Pla

tin

um

A

ust

ralia

Li

mit

ed

(Ad

just

ed)

(AU

$’00

0)

Pla

tin

um

A

ust

ralia

Li

mit

ed

(Ad

just

ed)

– G

BP (4

)(£

’000

)

Tra

nsa

ctio

n

adju

stm

ents (5

)(£

’000

)N

ote

s

Co

nso

lidat

edp

ro f

orm

a(£

’000

)

Reve

nue

3 7

25

30 7

21

–3

0 7

21

20

00

9–

23

73

4

Cost

of

sale

s(3

532)

(40 6

65)

–(4

0 6

65

)(2

6 4

85

)–

(30

01

7)

193

(9 9

44)

–(9

944

)(6

476

)–

(6 2

83)

Oth

er

inco

me

500

10 4

47

–1

0 4

47

6 8

04

5 3 9

12

(ii)

61

21

6

Adm

inis

trat

ive e

xpense

s(8

911)

(20 9

41)

–(2

0 9

41

)(1

3 6

39

)(2

17

)(ii

i)(2

2 9

29

)

(16

3)

(iv)

Op

erat

ing

loss

(8 2

18)

(20

438)

–(2

0 43

8)(1

3 31

1)53

532

32 1

81

Fin

ance

inco

me

249

––

––

–2

49

Fin

ance

cost

(583)

(1 3

98)

(1 7

65)

(i)(3

16

3)

(2 0

60

) 1 2

81

(v)

(1 3

62

)

(1 4

24

)(v

i)(1

42

4)

Loss

bef

ore

tax

exp

ense

(8 5

52)

(21

836)

(1 7

65)

(23

601)

(15

371)

53 3

8929

466

Tax

atio

n in

com

e/(exp

ense

)672

7 7

06

530

(i)8

23

65

36

4 40

(v,v

i)6

07

6

Loss

fo

r th

e ye

ar(7

880

)(1

4 13

0)(1

236

)(1

5 36

5)(1

0 00

7)53

429

35 5

42

Oth

er c

om

pre

hen

sive

(lo

ss)/

inco

me

Exc

han

ge (lo

ss)/e

xpense

(6 8

44)

(23 0

63)

–(2

3 0

63

)(1

5 0

21

)–

(21

86

5)

To

tal c

om

pre

hen

sive

loss

fo

r th

e ye

ar(1

4 72

4)(3

7 19

3)(1

236

)(3

8 42

8)(2

5 02

8)53

429

13 6

77

Loss

att

rib

uta

ble

to

:

Equity

shar

ehold

ers

(6 7

83)

(7 5

29)

(1 2

36)

(8 7

64

)(5

70

8)

53

42

94

0 9

38

Non-c

ontr

olli

ng in

tere

st(1

097)

(6 6

01)

–(6

60

1)

(4 2

99

)–

(5 3

96

)

(7 8

80)

(14

130)

(1 2

36)

(15

365)

(10

007)

53 4

2935

542

To

tal c

om

pre

hen

sive

loss

att

rib

uta

ble

to

:

Equity

shar

ehold

ers

(13 6

27)

(31 9

61)

(1 2

36)

(33

19

6)

(21

62

1)

53

42

9 18

18

1

Non-c

ontr

olli

ng in

tere

st(1

097)

(5 2

32)

–(5

23

2)

(3 4

08

)–

(4 5

05

)

(14

724)

(37

193)

(1 2

36)

(38

428)

(25

028)

53 4

29(1

3 67

7)

Rec

on

cilia

tio

n b

etw

een

net

loss

an

d h

ead

line

loss

Net

loss

fo

r th

e p

erio

d(6

783

)(7

529

)(1

236

)(8

764

)(5

708

)53

429

40 9

38

Gai

n o

n b

argai

n p

urc

has

e–

––

––

(5 3

91

2)

(ii)

(5 3 9

12

)

Hea

dlin

e lo

ss f

or

the

per

iod

(6 7

83)

(7 5

29)

(1 2

36)

(8 7

64)

(5 7

08)

( 483

)(1

2 97

4)

118

Jub

ilee

Pla

tin

um

Li

mit

ed (1)

(£’0

00)

Pla

tin

um

A

ust

ralia

Li

mit

ed (2)

(AU

$’00

0)

Ad

just

men

ts (3)

No

tes

Pla

tin

um

A

ust

ralia

Li

mit

ed

(Ad

just

ed)

(AU

$’00

0)

Pla

tin

um

A

ust

ralia

Li

mit

ed

(Ad

just

ed)

– G

BP (4

)(£

’000

)

Tra

nsa

ctio

n

adju

stm

ents (5

)(£

’000

)N

ote

s

Co

nso

lidat

edp

ro f

orm

a(£

’000

)

Bas

ic lo

ss/(ear

nin

gs)

per

shar

e (pence

)(2

.43)

7. 2

1

Dilu

ted lo

ss/(ear

nin

gs)

per

shar

e (pence

)(2

.35)

7.0

9

Head

line lo

ss p

er

shar

e (pence

)(2

.43)

(2. 2

8)

Head

line lo

ss p

er

shar

e (pence

)(2

.35)

(2. 2

5)

Weig

hte

d a

vera

ge n

um

ber

of

shar

es

in is

sue (‘0

00)

279 1

47

19

5 4

10

(vii)

56

7 9

40

83

88

5(v

iii)

9 4

98

(i x)

Dilu

ted w

eig

hte

d a

vera

ge n

um

ber

of

shar

es

in is

sue (‘0

00

)288 9

22

19

5 4

10

(vii)

57

7 7

15

83

88

5(v

iii)

9 4

98

(i x)

Exc

han

ge r

ate (av

e ra

ge f

or

the y

ear

)0.6

513

No

tes

and

ass

um

pti

on

s:

1.

The J

ubile

e f

inan

cial

info

rmat

ion is

reflect

ed in

Jubile

e’s

pre

senta

tional

curr

ency

, G

BP,

and h

as b

een e

xtra

cted w

ithout

adju

stm

ent

from

the

au

dite

d c

on

solid

ate

d f

inan

cial

sta

tem

en

ts o

f Ju

bile

e f

or

the

ye

ar e

nd

ed

30

Ju

ne

201

2.

2.

The P

LA

fin

anci

al in

form

atio

n is

reflect

ed in

PLA’

s pre

senta

tional

curr

ency

, AU

$,

and h

as b

een e

xtra

cted w

ithout

adju

stm

ent

from

the a

ud

ite

d c

on

solid

ate

d f

inan

cial

sta

tem

en

ts o

f P

LA

fo

r th

e y

ear

en

de

d 3

0 J

un

e 2

012

.

3.

The P

LA

pro

form

a st

atem

ent

of

com

pre

hensi

ve in

com

e in

cludes

adju

stm

ents

for

mat

erial

eve

nts

subse

quent

to 3

0 J

une 2

012,

reflect

ed

in P

LA’

s p

rese

nta

tio

nal

cu

rre

ncy

AU

D f

or:

(i)

inte

rest

and f

ees

amounting t

o A

U$1.

75 m

illio

n t

o r

eflect

the e

xpect

ed b

alan

ce o

f th

e c

urr

ent

debt

held

by

MB

L in

PLA

of

AU

$22.2

mill

ion

to

ge

the

r w

ith

th

e r

ela

ted

tax

eff

ect

. Th

is a

dju

stm

en

t w

ill o

nly

hav

e a

co

ntin

uin

g

eff

ect

to t

he e

xtent

of

the in

tere

st o

n t

he p

ort

ion o

f th

e M

BL lo

an t

hat

is n

ot

conv

ert

ed in

to e

quit

y.

4.

In o

rder

to r

eflect

the p

ro f

orm

a eff

ect

s of

the T

ransa

ctio

n in

Jubile

e’s

pre

senta

tional

curr

ency

of

GB

P, t

he f

inan

cial

info

rmat

ion r

eflect

ed in

co

lum

n 4

“P

latin

um

Au

stra

lia L

imite

d (A

dju

ste

d) –

GB

P”

has

be

en

tra

nsl

ate

d in

to G

BP

at

the a

vera

ge A

U$:G

BP

exc

han

ge r

ate f

or

the y

ear

ended 3

0 J

une 2

012 o

f A

U$:

0.6

513

GB

P.

5.

The “

Tran

sact

ion a

dju

stm

ents

” c

olu

mn t

akes

into

acc

ount

the f

ollo

win

g a

dju

stm

ents

and r

ela

ted a

ssum

ptions,

as

a re

sult o

f ac

counting f

or

the

Tra

nsa

ctio

n in

te

rms

of

IFR

S 3

:

(ii)

a gai

n o

n b

argai

n p

urc

has

e o

f G

BP

53.9

12 m

illio

n f

rom

the p

relim

inar

y purc

has

e p

rice

allo

cation e

xerc

ise in

term

s of

IFR

S 3

. This

adju

stm

en

t w

ill n

ot

hav

e a

co

ntin

uin

g e

ffe

ct;

(iii)

once

-off

tra

nsa

ctio

n c

ost

s of

R2 8

02 8

20 t

ransl

ate

d in

to G

BP

at

the c

losi

ng Z

AR

:GB

P e

xchan

ge r

ate o

fZA

R12

.9286:G

BP

as

at 3

0 J

une

201

2, am

ou

ntin

g t

o G

BP

216

79

2;

(iv)

adm

inis

trat

ion a

nd t

rust

ee f

ees

incu

rred in

resp

ect

of

the s

ett

lem

ent

of

PLA

cre

ditors

of

AU

$250 0

00, co

nvert

ed a

t th

e c

losi

ng A

U$:G

BP

exc

han

ge

rat

e a

t 3

0 J

un

e 2

012

of

AU

$: 0

.65

06

GB

P, a

mo

un

tin

g t

o G

BP

162

65

0. T

his

ad

just

ment

will

not

hav

e a

continuin

g e

ffect

;

(v)

inte

rest

sav

ed o

n t

he c

onv

ert

ed a

nd s

ett

led M

BL lo

an a

t th

e a

vera

ge P

LA

borr

owin

g r

ate o

f 9.2

% f

or

the y

ear

ended 3

0 J

une 2

012 a

nd

th

e r

ela

ted

tax

eff

ect

. Th

is a

dju

stm

en

t w

ill h

ave

a c

on

tin

uin

g e

ffe

ct;

(vi)

inte

rest

on p

roje

ct f

undin

g f

or

the r

e-c

om

mis

sion

ing o

f S

moke

y H

ills

of

ZA

R19

0 m

illio

n a

t th

e a

vera

ge P

LA

borr

owin

g r

ate o

f 9.2

% f

or

the

ye

ar e

nd

ed

30

Ju

ne

201

2 a

nd

th

e r

ela

ted

tax

eff

ect

(tra

nsl

ate

d in

to G

BP

at

the

av

era

ge

ZA

R:G

BP

exc

han

ge r

ate f

or

the y

ear

end

ed 3

0 J

une 2

012 o

fZA

R12

.2710

:GB

P. T

his

adju

stm

ent

will

hav

e a

continuin

g e

ffect

;

(vii)

the is

sue o

f 19

5 4

09 8

23 n

ew J

ubile

e s

har

es

in c

onnect

ion w

ith t

he a

cquis

itio

n o

f P

LA

. The D

irect

ors

will

ear

ly a

dopt

and a

pply

IFR

S 1

3 F

air V

alu

e M

eas

ure

me

nt

(“IF

RS

13

”), w

hic

h a

pp

lies

to a

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119

Annexure 4A

INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE UNAUDITED PRO FORMA FINANCIAL INFORMATION OF JUBILEE BASED ON THE REVIEWED INTERIM FINANCIAL INFORMATION OF THE PARTIES FOR THE SIX MONTHS ENDED 31 DECEMBER 2012

The Directors Jubilee Platinum PlcStoney Ridge Office ParkCnr Witkoppen and Waterford Place1st Floor, Block B, Unit 8Kleve Hill ParkPaulshof, 2068

17 April 2013

Dear Sirs

INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE UNAUDITED PRO FORMA FINANCIAL INFORMATION OF JUBILEE PLATINUM PLC BASED ON THE REVIEWED INTERIM FINANCIAL INFORMATION OF THE PARTIES FOR THE SIX MONTHS ENDED 31 DECEMBER 2012

INTRODUCTION

We have performed our limited assurance engagement with regard to the unaudited pro forma financial information of Jubilee Platinum Plc. (“Jubilee”) set out in paragraph 4.5.2 and Annexure 3A of this Circular to be issued on or about 9 April 2013, issued in connection with the acquisition by Jubilee of the entire issued share capital of Platinum Australia by way of a scheme of arrangement under Australian law for a consideration to be settled through the issue of Jubilee ordinary shares, a specific issue of shares for cash to extinguish part of the debt owed by Platinum Australia to Macquarie Bank Limited, a cash settlement of the remaining debt owed by Platinum Australia to Macquarie Bank Limited, the senior creditor in Platinum Australia, and the specific issue of shares for cash to extinguish amounts owed to Platinum Australia creditors that is the subject of this Circular (“the Transaction”).

The pro forma financial information has been prepared in accordance with the requirements of the JSE Limited (“JSE”) Listings Requirements, for illustrative purposes only, to provide information about how the Transaction might have affected the reported financial information, had the Transaction been undertaken on 1 July 201 2 for purposes of the pro forma statement of comprehensive income and 3 1 December 2012 for purposes of the pro forma statement of financial position.

Because of its nature, the pro forma financial information may not fairly present Jubilee’s financial position, changes in equity, results of operations or cash flows after the Transaction.

DIRECTORS’ RESPONSIBILITY

The Directors of Jubilee are solely responsible for the compilation, contents and presentation of the pro forma financial information contained in the circular and for the financial information from which it has been prepared.

Their responsibility includes determining that the pro forma financial information contained in this Circular has been properly compiled on the basis stated, the basis is consistent with the accounting policies of Jubilee and the pro forma adjustments are appropriate for the purposes of the pro forma financial information as disclosed in terms of the JSE Listings Requirements.

REPORTING ACCOUNTANTS’ RESPONSIBILITY

Our responsibility is to express a limited assurance conclusion on the pro forma financial information included in this circular. We conducted our limited assurance engagement in accordance with the International Standard on Assurance Engagements applicable to Assurance Engagements Other Than Audits or Reviews of Historical

120

Financial Information and the Revised Guide on Pro Forma Financial Information issued by the South African Institute of Chartered Accountants.

This standard requires us to comply with ethical requirements and to plan and perform the assurance engagement to obtain sufficient appropriate audit evidence to support our limited assurance conclusion, expressed below.

We do not accept any responsibility for any reports previously given by us on any financial information used in  the compilation of the pro forma financial information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

SOURCES OF INFORMATION AND WORK PERFORMED

Our procedures consisted primarily of comparing the unadjusted historical financial information of Jubilee with the source documents, considering the pro forma adjustments in light of the accounting policies of Jubilee, considering the evidence supporting the pro forma adjustments, recalculating the amounts based on the information obtained and discussing the pro forma financial information with the Directors of Jubilee.

In arriving at our conclusion, we have relied upon financial information prepared by the Directors of Jubilee and  other information from various public, financial and industry sources.

Whilst our work performed has involved an analysis of the historical published financial information and other information provided to us, our limited assurance engagement does not constitute either an audit or review of any of the underlying financial information undertaken in accordance with the International Standards on Auditing or the International Standards on Review Engagements and accordingly, we do not express an audit or review opinion.

In a limited assurance engagement the evidence-gathering procedures are more limited than for a reasonable assurance engagement and therefore less assurance is obtained than in a reasonable assurance engagement. We believe our evidence obtained is sufficient and appropriate to provide a basis for our conclusion.

Opinion

Based on our examination of the evidence obtained, nothing has come to our attention that causes us to  believe that in terms of sections 8.17 and 8.30 of the JSE Listings Requirements:

• the pro forma financial information has not been properly compiled on the basis stated;

• such basis is inconsistent with the accounting policies of Jubilee; and

• the adjustments are not appropriate for the purposes of the pro forma financial information as disclosed pursuant to section 8.30 of the JSE Listings Requirements.

CONSENT

We consent to the inclusion of this letter and the reference to our opinion in this circular in the form and context in which it appears.

Yours faithfully

BDO South Africa IncorporatedRegistered Auditors

Per Nick Lazanakis (accredited as per 8.46)Chartered Accountant (SA)Registered Auditor

22 Wellington Road, Parktown, 2193

121

ANNEXURE 4B

INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE UNAUDITED PRO FORMA FINANCIAL INFORMATION OF JUBILEE BASED ON THE AUDITED ANNUAL FINANCIAL INFORMATION OF THE PARTIES FOR THE YEAR ENDED 30 JUNE 2012

The Directors Jubilee Platinum PlcStoney Ridge Office ParkCnr Witkoppen and Waterford Place1st Floor, Block B, Unit 8Kleve Hill ParkPaulshof, 2068

17 April 2013

Dear Sirs

INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE UNAUDITED PRO FORMA FINANCIAL INFORMATION OF JUBILEE PLATINUM PLC BASED ON THE AUDITED ANNUAL FINANCIAL INFORMATION OF THE PARTIES FOR THE YEAR ENDED 30 JUNE 2012

INTRODUCTION

We have performed our limited assurance engagement with regard to the unaudited pro forma financial information of Jubilee Platinum Plc (“Jubilee”) set out in paragraph 4.53 and Annexure 3B of this Circular to be issued on or about 9 April 2013, issued in connection with the acquisition by Jubilee of the entire issued share capital of Platinum Australia by way of a scheme of arrangement under Australian law for a consideration to be settled through the issue of Jubilee ordinary shares, a specific issue of shares for cash to extinguish part of the debt owed by Platinum Australia to Macquarie Bank Limited, a cash settlement of the remaining debt owed by Platinum Australia to Macquarie Bank Limited, the senior creditor in Platinum Australia, and the specific issue of shares for cash to extinguish amounts owed to Platinum Australia creditors that is the subject of this Circular (“the Transaction”).

The pro forma financial information has been prepared in accordance with the requirements of the JSE Limited (“JSE”) Listings Requirements, for illustrative purposes only, to provide information about how the Transaction might have affected the reported financial information, had the Transaction been undertaken on 1 July 2011 for purposes of the pro forma statement of comprehensive income and 30 June 2012 for purposes of the pro forma statement of financial position.

Because of its nature, the pro forma financial information may not fairly present Jubilee’s financial position, changes in equity, results of operations or cash flows after the Transaction.

DIRECTORS’ RESPONSIBILITY

The Directors of Jubilee are solely responsible for the compilation, contents and presentation of the pro forma financial information contained in the Circular and for the financial information from which it has been prepared.

Their responsibility includes determining that the pro forma financial information contained in this Circular has been properly compiled on the basis stated, the basis is consistent with the accounting policies of Jubilee and the pro forma adjustments are appropriate for the purposes of the pro forma financial information as disclosed in terms of the JSE Listings Requirements.

REPORTING ACCOUNTANTS’ RESPONSIBILITY

Our responsibility is to express a limited assurance conclusion on the pro forma financial information included in this Circular. We conducted our limited assurance engagement in accordance with the International Standard on Assurance Engagements applicable to Assurance Engagements Other Than Audits or Reviews of Historical Financial Information and the Revised Guide on Pro Forma Financial Information issued by the South African Institute of Chartered Accountants.

122

This standard requires us to comply with ethical requirements and to plan and perform the assurance engagement to obtain sufficient appropriate audit evidence to support our limited assurance conclusion, expressed below.

We do not accept any responsibility for any reports previously given by us on any financial information used in  the compilation of the pro forma financial information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

SOURCES OF INFORMATION AND WORK PERFORMED

Our procedures consisted primarily of comparing the unadjusted historical financial information of Jubilee with the source documents, considering the pro forma adjustments in light of the accounting policies of Jubilee, considering the evidence supporting the pro forma adjustments, recalculating the amounts based on the information obtained and discussing the pro forma financial information with the directors of Jubilee.

In arriving at our conclusion, we have relied upon financial information prepared by the directors of Jubilee and  other information from various public, financial and industry sources.

Whilst our work performed has involved an analysis of the historical published financial information and other information provided to us, our limited assurance engagement does not constitute either an audit or review of any of the underlying financial information undertaken in accordance with the International Standards on Auditing or the International Standards on Review Engagements and accordingly, we do not express an audit or review opinion.

In a limited assurance engagement the evidence-gathering procedures are more limited than for a reasonable assurance engagement and therefore less assurance is obtained than in a reasonable assurance engagement. We believe our evidence obtained is sufficient and appropriate to provide a basis for our conclusion.

OPINION

Based on our examination of the evidence obtained, nothing has come to our attention that causes us to believe that in terms of sections 8.17 and 8.30 of the JSE Listings Requirements:

• the pro forma financial information has not been properly compiled on the basis stated;

• such basis is inconsistent with the accounting policies of Jubilee; and

• the adjustments are not appropriate for the purposes of the pro forma financial information as disclosed pursuant to section 8.30 of the JSE Listings Requirements.

CONSENT

We consent to the inclusion of this letter and the reference to our opinion in this Circular in the form and context in which it appears.

Yours faithfully

BDO South Africa IncorporatedRegistered Auditors

Per Nick Lazanakis (accredited as per 8.46)Chartered Accountant (SA)Registered Auditor

22 Wellington Road, Parktown, 2193

123

Annexure 5

EXECUTIVE SUMMARY OF THE INDEPENDENT MINERAL ASSET VALUATION REPORTS

Annexure 5A

INDEPENDENT MINERAL ASSET VALUATION REPORT ON THE MINERAL ASSETS OF PLATINUM AUSTRALIA LIMITED

A N Clay (Competent Person and Competent Valuator)MSc (Geol), MSc (Min Eng), Dip Bus ManPr Sci Nat, MSAIMM, FAusIMM,FGSSA, MAIMA, MSPE, IoDMANAGING DIRECTOR

K MphahleleBSc Hons (Geol), Cand Sci NatMGSSAMINERAL INDUSTRY ADVISOR

J A MyburghBSc (Mathematics)MIASSA, MGASAMINERAL PROJECT ANALYST

M ChirisaBEng Hons (Chem Eng)Cand Tech Eng, MSAIMM, MAusIMMMINERAL PROJECT ANALYST

Reference No: D1384REffective Date: 31 December 2012

124

Independent Mineral Asset Valuation Report on the Mineral Assets of Platinum Australia Limited

Synopsis

Venmyn Deloitte (Pty) Limited (Venmyn Deloitte), a subsidiary of Deloitte Consulting (Pty) Limited, was commissioned by Stantons International Securities (Stantons) to prepare an Independent Mineral Asset Valuation Report on the mineral assets of Platinum Australia Limited (PLA). The mineral asset valuation will be used as a basis for Stantons to form a fairness opinion for the proposed transaction between PLA and Jubilee Platinum Plc (Jubilee). Venmyn Deloitte understands that Jubilee and PLA intend to enter into a transaction (the Transaction) or (Scheme of Arrangement) whereby Jubilee will acquire all of the issued shares of PLA, resulting in PLA becoming a subsidiary of Jubilee following completion of the Transaction.

In preparing this report, Venmyn Deloitte has complied with the requirements of the South African Code for the Reporting of Mineral Asset Valuation (SAMVAL Code) prepared under the auspices of the Southern African Institute of Mining and Metallurgy (SAIMM).

This report serves to identify and summarise the mineral assets of PLA for the purpose of creating a value matrix for PLA’s various mineral assets. The effective date of this assessment is 31 December 2012.

PLA comprises the following platinum group metals (PGM) mineral assets, all in South Africa:

• Smokey Hills Project;

• Rooderand Project;

• Kalahari Platinum Project (Kalplats) and Kalplats AOI; and

• Stellex North Project.

Smokey Hills, 65.75% owned by PLA (through Phokathaba Platinum (Pty) Limited (Phokathaba)), is a shallow underground mine that was originally designed to reach full production of 60ktpm in 2012 producing 3E+Au (Pt, Pd, Rd and Au) PGMs. However, due to various reasons involving the mining contractor and social community issues, the project never reached its planned peak production, reaching a maximum of only 40ktpm. These reasons, compounded by the various other economic and technical issues forced PLA to place the project under care and maintenance in September 2012.

However, a rescue and start-up plan for the project is available and was presented to Venmyn Deloitte by the management of Smokey Hills during the site visit to the project area. PLA intends to pursue this plan to bring the mine back into production, targeting a monthly production rate of 50ktpm.

The project is located in the eastern limb of the Bushved Igneous Complex (BC) near the town of Steelpoort in Limpopo Province of South Africa adjacent to Anglo Platinum’s Modikwa Mine on farm Groothoek.

The mineral resource estimate for the project was completed by Geologix Mineral Resource Consultants (Geologix) in July 2011 and was based on results from diamond drill holes and various sampling methods. The project has an estimated total mineral resource of approximately 4.5Mt at an average grade of 5.62g/t 4E PGM as shown in the table below:

Smokey Hills Project Mineral Resource Statement (Geologix, July 2011)

RESOURCE CLASSAREA

(‘000 m2)WIDTH

(m)TONNAGE

(Mt)4E GRADE

(g/t)CONTENT

(Moz)

Measured 765.92 1.07 2.80 5.61 0.51Indicated 445.64 1.08 1.70 5.64 0.31

TOTAL 1 211.56 1.07 4.50 5.62 0.81

The Rooderand Project is located on the farm Rooderand 46 JQ portion 2 in the Western Limb of the BC. Under a Heads of Agreement signed in March 2009 with Atla Mining Resources (Pty) Limited, PLA acquired an initial 30% interest in the Rooderand Project for making an initial payment of ZAR13.5 million and will acquire a further 35% for funding and completing a Definitive Feasibility Study on the project. Venmyn Deloitte understands that the DFS has been completed but no evidence has been made available that PLA has acquired a further 35% interest in the project as per the joint venture agreement with Atla. Therefore, Venmyn Deloitte has used an attributable 30% interest to PLA in the Rooderand Project.

The project has an estimated total mineral resource of 60Mt at an estimated grade of 2.7g/t 6E. This mineral resource estimation was carried in 2012 by ExplorMine Consultants (Pty) Limited (ExplorMine).

125

Rooderand Mineral Resource Statement (ExplorMine, January 2012)

CATEGORYTONNAGE

(Mt)6E GRADE

(g/t)WIDTH

(m)6E CONTENT

(Moz)

Measured 7.45 4.17 2.15 0.99Indicated 18.62 2.83 2.59 1.70Inferred 33.95 2.30 2.83 2.45

TOTAL/AVERAGE 60.02 2.70 2.67 5.14

Mineral Resource Statement excludes the UG1 reef from the resource table as it was excluded from consideration for the DFS.

The Kalplats Project is located 350km west of Johannesburg in the North West Province of South Africa, and covers an area of 3 810 ha. It is an advanced exploration project with a total mineral resource of 137.35Mt in the Inferred and Indicated categories grading at 1.52g/t 2E+Au. This includes a “high-grade resource” of 32.5Mt at a grade of 3.16g/t 2E+Au.

To date, seven Kalplats deposits (Crater, Vela, Sirius, Orion, Serpens North, Serpens South and Crux) have been identified over a 12 km strike distance. Several additional prospects (Scorpio, Tucana, Mira and Pointer) have also been identified. Their resource summaries completed by Coffey Mining (SA) (Pty) Limited (Coffey) are in the table below. The Measured and Indicated Resources as defined by Coffey have been used in the DFS.

The Kalplats Extension Project (Kalplats AOI) is an extension of the Kalplats Project and covers an additional 20 km along strike to the north and south of the known mineralised deposits at the Kalplats Project. Stella Platinum manages the project in terms of a joint venture agreement with ARMplatinum. The extended resource summary for the Kalplats project is tabulated below:

Kalplats Resource Summary Table (Coffey Mining, 2009)

DEPOSIT

TOTAL RESOURCE MAIN REEF RESOURCE HIGH GRADE RESOURCE

TONNAGE (Mt)

3E GRADE (g/t)

3E CONTENT

(Moz)TONNAGE

(Mt)3E GRADE

(g/t)

3E CONTENT

(Moz)TONNAGE

(Mt)3E GRADE

(g/t)

3E CONTENT

(Moz)

Crater 26.22 2.04 1.72 11.54 2.61 0.97 11.64 3.21 1.20

Vela 36.66 1.34 1.58 14.80 2.08 0.99 8.17 3.07 0.81

Sirius 9.48 1.42 0.43 3.10 2.11 0.21 1.57 3.19 0.16

Mira 6.63 1.43 0.30 2.25 2.41 0.17 1.19 3.58 0.14

Orion 11.86 1.58 0.60 5.60 2.14 0.39 2.72 3.33 0.29

Serpens North 7.70 1.43 0.35 3.20 1.93 0.20 1.27 3.20 0.13

Serpens South 10.76 1.34 0.46 5.89 1.71 0.32 0.85 5.09 0.14

Crux 28.04 1.42 1.28 12.95 1.70 0.71 5.09 2.66 0.44

TOTAL 137.35 1.53 6.74 59.33 2.08 3.96 32.50 3.16 3.30

A Bankable Feasibility Study (BFS) on the Kalplats Project has been completed by PLA to own 49% of the project as required by the formal Joint Venture Agreement signed between PLA and African Rainbow Minerals Platinum (Pty) Limited (ARMplatinum).

The Stellex North Project is located to the southwest of the Western Limb of the BC and is an extension to Kalplats AOI and Kalplats Project. The project covers an additional 21 km along strike to the north of the AOI project. No mineral resources have been declared as yet.

Having reviewed PLA’s mineral assets, Venmyn Deloitte conducted a mineral asset valuation according to the SAMVAL Code on the basis of available exploration and processing data using methods appropriate for the development status of each of the projects. To this end, appropriate valuation methods were used and each mineral asset was examined on its merits and demerits.

It is important for any asset to demonstrate that it has “realistic prospects for eventual economic extraction”. That is clearly not the case with PLA as the company has gone into administration and as a consequence, the value of all PLA mineral assets should be zero. However, given that a rescue plan, which was presented to  Venmyn Deloitte, is in progress and will be augmented by way of the proposed merger, Venmyn Deloitte is satisfied that PLA is a “going concern” and therefore, the values of the mineral assets are not zero but are as set out in this report.

126

Since the individual projects are at different stages of production and development, different valuation approaches were adopted in accordance to the SAMVAL Code. The three main valuation approaches, as stipulated in the code, include the Cost Approach, the Market Approach/Comparative Approach and the Income Approach/DCF Approach. The valuation approaches incorporate the respective Mineral Resource and Mineral Reserve categories on the following basis:

• stage of development;

• level of geological confidence in the interpretation of the geology and mineralisation;

• the depth of the defined Mineral Resources and Mineral Reserves relative to surface ie whether the undeveloped Mineral Resources are likely to be mined early, or later in the production plan, and at what relative cost;

• the availability of existing mining infrastructure and mineral production within the project area, ie whether the undeveloped Mineral Resources and Mineral Reserves are likely to be mined as an extension of a pre-existing operation; and

• relative difficulty or ease of mining conditions largely due to complex geological structures, and whether or  not they are conducive to mechanised mining.

Given this, the valuation methods that were applied for the different projects are indicated in the table below:

Valuation Methods Used for PLA’s Mineral Assets

MINERAL ASSET

VALUATION METHODCOST MARKET DCF

Smokey Hills No Yes Yes*Rooderand No Yes Yes*Kalplats No Yes Yes*Kalplats AOI Yes* Yes NoStellex North Yes Yes No

*Primary Method of valuation.

The valuation ranges attributable to the projects valued using the cash flow valuation approach are graphically presented below. The value ranges are based on various combinations of discount rates, exchange rate and metal prices. Venmyn Deloitte has narrowed the “fair” value range to the highlighted boxes presented in the figures below. The highlighted boxes represent the value ranges within which Stantons can form their opinion with regards the values that they will use in their IER.

127

Smokey Hills Attributable Value Ranges

Rooderand Attributable Value Ranges

Kalplats Attributable Value Ranges

128

The results of the valuations carried out by Venmyn Deloitte are given in the table below:

PLA Mineral Asset Valuation Summary

MINERAL ASSET

VALUATION METHOD (PLA ATTRIBUTABLE) (US$ million)

COST MARKET DCF LOWER VALUE UPPER VALUE PREFERRED

Smokey Hills Not applicable 13.15 30.04 21.00 40.66 30.04

Kalplats Not applicable 9.87 28.42 17.41 42.79 28.42

Rooderand Not applicable 11.61 7.84 0.26 17.32 7.84

Stellex North 0.78 0.00 Not applicable 0.45 1.11 0.78

Kalplats AOI 0.89 0.00 Not applicable 0.51 1.27 0.89

TOTAL 39.62 103.15 67.97

Venmyn Deloitte concludes that the fair value of the Mineral Resources attributable to PLA is US$67.97 million with a lower value of US$39.62 million and an upper value of US$103.15 million.

129

Annexure 5B

GAP ANAYLSIS REPORT ON PLATINUM AUSTRALIA LIMITED INDEPENDENT EXPERT VALUATION REPORT FOR JSE FILING

Our reference: VMD1409L (b)

STRICTLY CONFIDENTIAL

Mr Leon CoetzerJubilee Platinum PlcStoney Ridge Office ParkCnr Witkoppen and Waterford Place, 1st Floor, Block B, Unit 8Kleve Hill Park, Paulshof, 2068

For attention: Mr Coetzer

27 February 2013

GAP ANAYLSIS REPORT ON PLATINUM AUSTRALIA LIMITED INDEPENDENT EXPERT VALUATION REPORT FOR JSE FILING

Dear Sir,

We refer to the JSE Limited’s (JSE) request for a Gap Analysis Report to the shareholders of Jubilee Platinum Plc (Jubilee) which highlights to extent to which the Independent Experts Valuation Report (IER) on the mineral assets of Platinum Australia Limited (PLA) needs updating as per the requirements of the JSE Listings Requirements. In normal circumstances, all items listed in the SAMREC Code Checklist and Guideline of Reporting and Assessment Criteria (the SAMREC Checklist) must be addressed in any filing of a Competent Persons Reports (CPR) (not older than six months).

However, for reasons discussed at length previously with the JSE, this was not possible at this point in time. The PLA IER is not, and does not purport to be a CPR but contains enough and sufficiently up-to-date information to enable shareholders to make an informed decision. Subsequently, Jubilee applied for a conditional waiver to submit an updated CPR.

Venmyn Deloitte (Pty) Limited (Venmyn Deloitte), the authors of the PLA IER, understands that the JSE has approved Jubilee’s request that they do not update the PLA CPR to adhere to listing requirements of CPRs not older than six months. Instead, the JSE have asked that Jubilee highlight in bold in the circular that the CPRs were not updated and point out the risk to shareholders. In addition, Jubilee will undertake to update the CPRs upon which the PLA IER was based once the transaction has been completed.

Therefore, we report as follows:

1. the compliance checklist for the JSE Listings Requirements is attached and shows where the PLA IER meets the requirements; and

2. the following items (marked as “not in the report”) were identified as requiring update as per JSE Listings Requirements and the extent of the update.

130

SAMREC CODE (TABLE 1)

JSE LISTINGS REQUIREMENTS SAMREC CODE DETAILS

VENMYN DELOITTE REPORT

T1. GENERAL Section 12.9 (e) GENERALT 1.1 PURPOSE OF REPORTA EXPLORATION RESULTS(i) Title Page.

Table of Content.

Figures and Tables.

(ii) For whom the report was prepared.

Was it intended as a full or partial evaluation or other purposes.

What work was conducted.

Section 12.9 (a) Effective date of the report (being the date at which the contents of the CPR are valid) less than six months prior to the date of publication of the pre-listing statement, listing particulars and prospectus.

What work remains to be done.

(iii) Document is SAMREC compliant.

Reporting code other than SAMREC has been used.

Competent Person should include an explanation of the differences.

Section 12.9 © Statement as to independence of CP. Disclosure of the nature of the relationship or interest if the CP is not independent of the issuer.

B MINERAL RESOURCES(i) to (iii) See 1.1 A

C MINERAL RESERVES(i) to (iii) See 1.1 A

T 1.2 PROJECT OUTLINEA EXPLORATION RESULTS(i) Brief description of project (ie whether in preliminary sampling, advanced

exploration, conceptual, prefeasibility, or feasibility phase, Life of Mine plan for an ongoing mining operation or closure).

(ii) Should include a description of the geological setting, deposit type, commodity, area of project background, and business arrangement.

B MINERAL RESOURCESSee 1.2 A

(i) Brief description of project (ie whether in preliminary sampling, advanced exploration, conceptual, prefeasibility, or feasibility phase, Life of Mine for an ongoing mining operation or closure).

C MINERAL RESERVESSee 1.2 A

(i) Brief description of mining, processing and other key technical factors.

T 1.3 HISTORYBrief overview

A EXPLORATION RESULTS(i) Historical background to the project and adjacent areas concerned, including known

results of previous exploration and mining activities (type, amount, quantity and development work) previous own.

(ii) Reference all information used from other sources.

B MINERAL RESOURCES(i) and (ii) See 1.3 A

(i) Discuss known or existing historical Mineral Resources estimates and performance statistics to actual production for past and current operations, including the reliability of these and how they relate to the SAMREC Code.

(ii) Previous successes or failures should be referred to transparently with reasons why the project should now be considered potentially economic.

C MINERAL RESERVESSee 1.3 A

(i) Discuss known or existing historical Mineral Reserves estimates and performance statistics to actual production for past and current operations, including the reliability of these and how they relate to the SAMREC Code.

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T1.4 KEY PLAN, MAPS AND DIAGRAMSA EXPLORATION RESULTS(i) Include and reference a location or index map and more detailed maps showing all

important features described in the text, including all relevant cadastral and other infrastructure features. If adjacent or nearby properties have an important bearing on the report, then their location and common mineralized structures should be included on the maps.

(ii) All maps, plans and sections noted in this checklist should be legible and include a legend, coordinates, system of coordinates, scale bar and north arrow.

(iii) Diagrams or illustrations should be legible, annotated and summarised.

B MINERAL RESOURCES(i) and (ii) See 1.4 A

C MINERAL RESERVES(i) and (ii) See 1.4 A

T1.5 PROJECT LOCATION AND DESCRIPTIONA EXPLORATION RESULTS(i) Description of location (country, province and closest town/city, coordinate systems

and ranges etc.

(ii) In respect of each property, diagrams, maps and plans should be supplied demonstrating the location of prospecting/mining rights, any historical and current workings, any exploration and all principal geological features.

B MINERAL RESOURCES(i) and (ii) See 1.5 A

C MINERAL RESERVES(i) and (ii) See 1.5 A

T 1.6 TOPOGRAPHY AND CLIMATEA EXPLORATION RESULTS(i) All relevant issues relating to the mineral project should be stated, such as the

topography and climate, noting any conditions that may affect possible mining activities.

(ii) A general topo-cadastral map should be available to support the above statement.

B MINERAL RESOURCES(i) and (ii) See 1.6 A

(i) Topo-cadastral map in sufficient detail to support the assessment of eventual economics. Known associated climatic risks should be stated.

C MINERAL RESERVES(i) Detailed topo-cadastral map. Where applicable aerial surveys should be checked

with ground controls and surveys, particularly in areas of rugged terrain, dense vegetation or high altitude.

T 1.7 LEGAL ASPECTS AND TENUREA EXPLORATION RESULTS

The legal tenure should be verified to the satisfaction of the Competent Person, including a description of:

(i) the nature of the issuer’s rights (eg prospecting and/or mining) and the right to use the surface of the properties to which these rights relate;

(ii) the principal terms and conditions of all existing agreements, and details of those still to be obtained, (such as, but not limited to, concessions, partnerships, joint ventures, access rights, leases, historical and cultural sites, wilderness or national park and environmental setting, royalties, consents, permission, permits or authorisations);

(iii) the security of the tenure held at the time of reporting or that is reasonably expected to be granted in the future along with any known impediments to obtaining the right to operate in the area; and

(iv) a statement of any legal proceedings that may have an influence on the rights to prospect or mine for minerals, or an appropriate negative statement.

B MINERAL RESOURCESSee 1.7 A

C MINERAL RESERVESSee 1.7 A

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T 2.1 DATA MANAGEMENT AND DATABASEA EXPLORATION RESULTS(i) Identify and comment on the primary data elements (observation and

measurements) used for the project and describe the management of these data or the database. This should describe the following relevant processes: acquisition (capture or transfer), validation, control, storage, retrieval and backup processes. Final verification of data, including QA/QC processes should also be part of the database. It is assumed that data are stored digitally but hand-printed tables with well organises data and information may also constitute a database.

B MINERAL RESOURCESSee 2.1 A (i)

(i) Identify and comment on interpreted data elements derived from primary data (modelled or analysed) and used for the project, and describe the management of these or the database.

C MINERAL RESERVESSee 2.1 B

(i) Identify and comment on interpreted and planned data elements derived from modelled data and use for the project plans, and describe the management of these data or the database.

T 2.2 SPATIAL DATAA EXPLORATION RESULTS Not in the

Report(i) Describe the survey methods, techniques and expected accuracies of spatial data.

(ii) Representative model and/or maps and cross sections or other two or three dimensional illustrations of results should exist, showing location of samples, accurate drill-hole collar position, down-hole surveys, exploration pits, underground working, relevant geological data, etc.

B MINERAL RESOURCES(i) and (ii) See 2.2 A

C MINERAL RESERVES(i) and (ii) See 2.2 A

T 2.3 GEOLOGICAL DATAA EXPLORATION RESULTS(i) Describe the data acquisition or exploration or exploration techniques and the

nature, level of detail, and confidence in the geological data used (ie stratigraphy, lithology, structure, alteration, mineralisation, hydrology, geophysical, geochemical, petrography, mineralogy, geochronology, etc.

(ii) Acknowledge and appraise data from other parties and reference all data and information used from other sources.

B MINERAL RESOURCES(i) and (ii) See 2.3 A

(i) Discuss geological data that could materially influence the estimated quantity and quality of the Mineral Resources.

C MINERAL RESERVESSee 2.3 B

(i) Discuss geological data that could materially influence the estimated quantity and quality of the Mineral Reserves.

T 2.4 SPECIFIC GRAVITY AND BULK TONNAGE DATAA EXPLORATION RESULTS(i) If target tonnage are reported then the preliminary estimates or basis of

assumptions made for bulk density or specific gravity(s) must be stated.

(ii) Specific gravity samples must be representative of the material for which a grade range is reported.

B MINERAL RESOURCES(i) and (ii) See 2.4 A

(i) Describe the method of bulk-density/specific determination with reference to the frequency of measurements, the size, nature and representativeness of the samples.

(ii) The bulk density must have been measured by methods that account for voids and vugs, moisture differences and alteration zones.

(iii) Discuss assumptions for bulk density estimate used in the evaluation process of the different materials.

C MINERAL RESERVES(i) and (iii) See 2.4 B

Include bulk densities for materials mined additional to the Mineral Resource to the same order of accuracy (such as waste, stripping and dilution material).

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T 2.5 GENERAL DATAA EXPLORATION RESULTS(i) All relevant general data should be discussed with reference to the nature, level of

details and confidence.

B MINERAL RESOURCESC MINERAL RESERVEST 3.1 SAMPLING GOVERNANCEA EXPLORATION RESULTS(i) Discuss the governance of the sampling campaign, to ensure quality and

representivity of samples and data, such sample recovery, high grading, selective losses or contamination, core/hole diameter, internal and external QA/QC, and any other factors that may have resulted in or identified samples bias.

(ii) State whether sample recoveries have been properly recorded and results assessed. In particular, state whether a relationship exists between sample recovery and grade, and sample bias (e.g. preferential loss/gain of fine/coarse material).

B MINERAL RESOURCESC MINERAL RESERVEST 3.2 SAMPLE METHOD, COLLECTION, VALIDATION, CAPTURE AND STORAGEA EXPLORATION RESULTS(i) Appropriately describe each data set (eg geology, grade, density, quality, diamond

breakage, geo-metallurgical characteristics etc.), sample type, sample-size selection and collection methods. Data sets should include all relevant metadata, such as unique sample number, sample mass, collection date spatial location etc.

(ii) Demonstrate that adequate field sampling process verification techniques (QA/QC) have been applied, eg the level of duplicates, blanks, reference material standards, process audits, analysis, etc. If indirect methods of measurement were used (eg geophysical methods), these should be describe, with attention given to the confidence of interpretation. Not in the

Report(iii) If the geometry of the mineralisation with respect to the drill-hole angel is known,

its nature should be reported. If it is not known and only the down-hole lengths are reported, there should be a clear statement to this effect (eg “down hole length, true width not known”).

(iv) Describe the validation procedures used to ensure the integrity of the data, eg transcription, input or other errors, between it’s initial collection and its future use for modelling (eg geology, grade, density, etc.).

(v) Describe retention policy and storage of physical samples (eg core, sample reject, etc.

(vi) Describe the audit process and frequency (including dates of these audits) and disclose any material risks identified, relevant metadata, such as unique sample number, sample mass, collection date, spatial location etc.

B MINERAL RESOURCES(i) to (vi) See 3.2 A

(i) Where mineral processing or metallurgical testing analyses have carried out (bulk-sampling/trial mining), include the results of the testing, details of the testing methods and procedures, and a discussion of whether the samples are representative.

C MINERAL RESERVESSee 3.2 B

T 3.3 SAMPLING PREPARATIONA EXPLORATION RESULTS(i) Describe the location and accreditation of the laboratory or facility, summarising the

process and method used for sample preparation, subsampling and size reduction, and likelihood of inadequate or non-representative samples (ie improper size reduction, contamination, screen sizes, granulometry, mass balance, etc.

(ii) For all sample types the nature, quality, verification and appropriateness of the sample-preparation technique should be discussed.

(iii) If a drill-core sample is taken, state whether it was split or sawn and whether quarter, half or full core was submitted for analysis. If a non-core sample, state whether the sample was riffled, tube sampled, rotary split etc. and whether it was sampled wet or dry.

(iv) Describe the quality control and quality assurance procedures adopted for all processes, including sub-sampling stages to maximize representivity of samples. This should include whether sample sizes are appropriate to the grain size of the material being sampled.

(v) Describe the audit process and frequency (including dates of these audits) and disclose any material risks identified.

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B MINERAL RESOURCES(i) to (v) See 3.3 A

C MINERAL RESERVES(i) to (v) See 3.3 A

T 3.4 SAMPLE ANALYSISA EXPLORATION RESULTS(i) Identify the laboratory(s) and analytical method. Discuss the nature, quality and

appropriateness of the assaying and laboratory processes and procedures used and whether the techique is considered partial or total.

(ii) State the accreditation status and Registration Number of the laboratory. Laboratories should be appropriately accredited. If not, this fact should be disclosed.

(iii) Discuss the nature of quality control procedures adopted and quality assurance thereof (eg reference material, standards, blanks, duplicates, accuracy (ie lack of bias) and precision have been established.

(iv) Describe the audit process and frequency (including dates of these audits) and disclose any material risk identified.

B MINERAL RESOURCES(i) to (iv) See 3.4 A

C MINERAL RESERVES(i) to (iv) See 3.4 B

T 4. INTERPRETATION/MODELLINGT 4.1 GEOLOGICAL MODEL AND INTERPRETATIONA EXPLORATION RESULTS(i) Briefly describe the regional geology.

(ii) Describe the geological model, level of investigation (eg conceptual, prefeasibility etc.) and inference made from this model.

(iii) Discuss data density, distribution and reliability and whether the quality and quantity of information are sufficient target or deposit.

(iv) Reliable geological model and/or maps and cross sections that support interpretations should exist.

B MINERAL RESOURCES(i) to (iv) See 4.1

(i) Describe the geological model, construction technique and assumptions. Discuss the sufficiency of data density to assure continuity of mineralisation and geology and provide an adequate basis for the estimation and classification procedures applied.

(ii) Describe the thoroughness (precision and accuracy) with which lithological, structural, mineralogical, alteration or other geological, geotechnical and geometallurgical characteristics were recorded.

(iii) Discuss whether consideration was given to alternative interpretations or models and their possible effect (or potential risk, if any, on the Mineral Resource estimate.

(iv) Discuss geological discounts (eg magnitude, per reef, domain, etc.), applied in the model, whether applied to mineralised and/or unmineralised material (eg potholes, fault, dykes, etc.

C MINERAL RESERVES Not in the Report(i) to (iv) See 4.1 B

T 4.2 ESTIMATION AND MODELLING TECHNIQUESA EXPLORATION RESULTS(i) If an exploration target or deposit is reported, then the estimation techniques used

to determine the grade and tonnage ranges should be described in detail.

B MINERAL RESOURCES(i) Describe the determination of and estimation techniques applied to volume,

density, grade, size distribution, value, geotechnical, geo-hydrological, geo-metallurgical or other appropriate models (eg section, polygon, inverse distance, geo-statistical or other method) should be stated and justified, together with key assumptions and implications thereof, including any adjustments made to data (ie compositing, grade cutting/capping) sample spacing, estimation unit size (block size), selective mining units, reconciliation, domaining and maximum distance of extrapolation from data points.

(ii) Describe assumptions and justification of correlation made between variables.

(iii) Discuss the block or grid cell size in relation to the average sample spacing and any assumptions behind modelling of selective mining units (and non-linear estimation techniques if used).

135

C MINERAL RESERVES(i) to (iv) See 4.2 B

(iv) Any relevant specialized computer program (software) used should be named (with the version number) together with a reference to where all the original files are stored for this specific model.

(v) State the processes of checking and validation, the comparison of model information to sample data and use of reconciliation data, and whether the Mineral Resource estimate takes account of such information.

(vi) Describe the assumptions made regarding the estimation of any by-products or deleterious elements.

T 5. TECHNO-ECONOMIC STUDYT 5.1 GOVERNMENTALA EXPLORATION RESULTS

Available

(i) A statement should be provided to the effect that such governmental requirements as may be required have been approved.

B MINERAL RESOURCES(i) See 5.1 A

C MINERAL RESERVES(i) See 5.1 A

T 5.2 ENVIRONMENTALA EXPLORATION RESULTS(i) Describe any obvious environmental factors that could have a significant effect on

the prospects of any possible exploration target or deposit.

Available

B MINERAL RESOURCES(i) The necessary permits have been obtained, or there is reasonable basis to believe

that all permits required for the project can be obtained.

(ii) Describe any environmental factors that could have a material effect on the likelihood of eventual economic extraction. Discuss possible means of mitigation.

(iii) A statement should be provided to the effect that all necessary permits have been approved.

(iv) Describe future yearly environmental liabilities/compliance methods and cost, including reclamation and closure and their planned funding.

(v) Refer to Environmental Impact Study.

C MINERAL RESERVES(i) and (ii) See 5.2 B

(i) A statement should be provided to the effect that all necessary permits have been approved.

(ii) Described future yearly environmental liabilities/compliance methods and costs, including reclamation and closure and their planned funding.

(iii) Refer to Environmental Impact Study.

T 5.3 SOCIALA EXPLORATION RESULTS

AvailableB MINERAL RESOURCESC MINERAL RESERVES(i) A statement should be provided to the effect that mandatory social-management

programmes, if any, have been approved.

T 5.4 MININGA EXPLORATION RESULTS(i) Describe any obvious mining factors that could have a significant effect on the

prospects of any possible exploration target or deposit.

B MINERAL RESOURCES(i) See 5.4 A

(i) State the level of the techno/economic study – whether conceptual, pre-feasibility, feasibility or ongoing life-of-mine or strategic business plans.

(ii) Disclose all assumptions made regarding possible mining methods, minimum mining dimensions (or pit shell) and internal and, if applicable, external) mining dilution.

(iii) It may not always be possible to make assumptions regarding mining methods and parameters when estimating Mineral Resources. Where no mining assumptions have been made, this should be explained.

Includes preliminary outline op

possible rescue plan

C MINERAL RESERVES(i) to (iii) See 5.4 B

(i) State what resource models have been used in the study.

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(ii) State and justify all modifying factors and assumptions made regarding mining methods, minimum mining dimensions (or pit shell) and internal and, if applicable, external mining dilution used for the techno-economic study and signed-off, such as mining method, mine design criteria, infrastructure, capacities, production schedule, mining efficiencies, grade control, geotechnical and hydrological considerations, closure plans, and personnel requirements.

(iii) Optimisation methods used in planning, list of constraints (practicality, plant, access, exposed reserves, stripped reserves, bottlenecks, draw control).

T 5.5 TREATMENT/PROCESSINGA EXPLORATION RESULTS(i) Describe any obvious processing factors that could have a significant effect on the

prospects of any possible exploration target or deposit.

B MINERAL RESOURCES(i) Discuss the level of study, possible processing methods and processing factors

that could have a material effect on the likelihood of eventual economic extraction. Includes preliminary outline op possible

rescue plan

(ii) The basis for assumptions or predictions regarding metallurgical amenability and any preliminary mineralogical test work should already be carried out.

(iii) It may not always be possible to make assumptions regarding metallurgical processes and parameters when reporting Mineral Resources. Where no assumptions have been made, this should be explained.

C MINERAL RESERVES(i) Describe and justify the processing methods(s) to be used, equipment, plant

capacity, efficiencies, and personnel requirements.

(ii) Discuss the nature, amount and representativeness of metallurgical test work undertaken and the recovery factors used. A detailed flow sheet/diagram and mass balance should exist, especially for multi-product operations from which the saleable materials are prices for different chemical and physical characteristics.

(iii) State what assumptions or allowances have been made for deleterious elements and the existence of any bulk-sample or pilot-scale test work and the degree to which such samples are representative of the ore body as a whole.

(iv) The tonnage and grades reported as Mineral Reserves must be in respect of material delivered to the processing facility.

T 5.6 INFRASTRUCTUREA EXPLORATION RESULTSB MINERAL RESOURCESC MINERAL RESERVES(i) Report in sufficient detail to demonstrate that the necessary facilities have been

allowed for (which may include, but not be limited to, processing plant, tailings dam, leaching facilities, waste dumps, road, rail or port facilities, power supply, offices, housing, security, resource sterilisation testing etc.). Detailed maps showing locations of facilities should exist. Project milestones and completion dates should be stated

Includes preliminary outline op possible

rescue plan(ii) State assessment of value, ownership, type, extent and condition of plant and

equipment that is significant to the existing operation(s).

(iii) Statement showing that all necessary logistics have been considered (electricity, reagents, fuel).

T 5.7 ECONOMIC CRITERIAA EXPLORATION RESULTS(i) Not usually reported. If mentioned, however, factors significant to project

economics should be current and based on generally accepted industry practice and experience. Assumptions should be clearly defined.

Brief overview

B MINERAL RESOURCES(i) In reporting, a Mineral Resource should meet the minimum requirement of

“reasonable prospects for eventual economic extraction” .

(ii) State and define the reasonable and realistic assumptions/parameters (albeit preliminary, eg cut-off grade, cut-off screen size, product price or other criteria) used to assess eventual likelihood of economic extraction.

(iii) These assumptions and factors should be reasonable develop based on generally accepted industry practice and experience. If appropriate, state the level of study.

(iv) If applied, the basis of equivalent metal should be reported.

(v) Resource sensitivity – detailed description of method used and results obtained.

C MINERAL RESERVES(i) For Mineral Reserves, parameters should be detailed with engineering completed

to a pre-feasibility study level as defined in the SAMREC Code.

(ii) State, describe and justify all economic criteria that have been used for the study such as capital and operating cost, exchange rates, revenue/price curves, royalties, cut-off grade, reserves pay limits.

137

(iii) Summary description of method used to estimate the commodity price profile used for cut-off grade calculation, economic analysis and project valuation, including applicable taxes, indices and exchanges rates.

(iv) The tonnages and grades reported as Mineral Reserves must be in respect of material delivery to the processing facility.

(iv) Demonstrate that the product price assumptions are reasonable and supportable. Justify assumptions made concerning production cost and value of product. Consider transportation, treatment, penalties, exchange rate, marketing and other cost.

(v) Allowance should be made for royalties payable, both to Government and private.

(vi) Resource/Reserves sensitivity – detailed description of method used and results obtained.

T 5.8 MARKETINGA EXPLORATION RESULTS(i) Describe the valuable and potentially valuable product(s) including suitability of

products to market.

Not in the Report

B MINERAL RESOURCES(i) See 5.8 A

C MINERAL RESERVES(i) Describe product to be sold. Discuss whether there exist a ready market for the

products and whether contracts for the sale of the product are in place or expected to be readily obtained.

T 6. RISK ANALYSISA EXPLORATION RESULTS(i) Generally not applied.

Brief reviewB MINERAL RESOURCES(i) Report any risk assessment completed to support the reasonable prospect of

eventual economic extraction and disclose any material risks identified.

C MINERAL RESERVES(i) Report any risk assessment of technical, economic, political and other key risks

to the project. Describe actions that will be taken to mitigate and/or manage the identified risks.

T 7. RESOURCE AND RESERVE CLASSIFICATION CRITERIAA EXPLORATION RESULTS(i) For exploration target and deposits, specific quantities and grades/qualities should

be reported in ranges, the basis of which should be explained.

B MINERAL RESOURCES(i) Describe and justify criteria and methods used as the basis for the classification of

the Mineral Resources into varying confidence categories.

Full classification criteria not described

(ii) Exceptions to the above should be discussed if they are material, and detailed reports thereof should exist.

(iii) Discuss whether account has been taken of all relevant factors, ie relative confidence in tonnage/grade computations, density, quality, value and distribution of primary data and information, confidence in continuity of the geological and mineralisation models.

(iv) State whether the result appropriately reflects the Competent Person’s view of the deposit.

C MINERAL RESERVES(i) Describe and justify criteria and methods used as the basis for the classification of

the Mineral Reserve into varying confidence categories, which should be based on the Mineral Resource category, and include consideration of the confidence in all the modifying factors.

(ii) Discuss the proportion of Probable Mineral Reserves, Which have been derived from Measured Mineral Resources (if any), including the reason(s) therefore.

(iii) Only Measured and Indicated Resources can be considered for inclusion in the Mineral Reserves.

(iv) Mineral Resources classified as Inferred Resource lack the requisite degree of confidence to be converted to a Reserve.

(v) State whether the result appropriately reflects the Competent Person’s view of the deposit.

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T. 8 BALANCED REPORTINGA EXPLORATION RESULTS(i) Where comprehensive reporting of all exploration results is not practicable

representative reporting of low and high-grades and widths should be practised together with their spatial location to avoid misleading the reporting of exploration results.

Full classification criteria not described

(ii) Announcements by companies should comply with the SAMREC Code, where applicable, and insofar as they relate or refer to a Competent Person’s report they should: (a) Be approved in writing in advanced of publication by the relevant Competent Person’s; and (b) The Competent Person’s relationship to the issuer of the report, if any, should be clearly defined.

(iii) If grades are reported then it should be stated clearly whether these are regional averages or if they are selected individual samples taken from the property under discussion.

B MINERAL RESOURCES(i) to (ii) See 8 A

(i) Mineral Resources should be stated as inclusive or exclusive of Mineral Reserves.

(ii) Report the Mineral Resource statements with sufficient detail indicating the source and type of mineralisation, such as open pit, underground, mineralisation type, facies or ore body, surface dumps, stockpiles and all other sources.

(iii) The Mineral Resource will include all remnants, stockpiles, tailings, and existing pillars where there may be reasonable and realistic prospects for eventual economic extraction. Inclusion or exclusion of existing pillars into the Mineral Resource will be determined site-by-site taking into consideration factors such as size, shape, grade, location and historical and geotechnical factors. A detailed listing of such exclusions and reasons therefore, signed by a relevant Competent Person, should exist.

(iv) (Reconciliation – Report the reliability, of the current geological and resource models, and key assumptions, including the reliability of resource classifications. This should include a comparison with the previous Resource quantity and quantities, if available. Where appropriate, report and comment on any historic trends (eg global bias).

C MINERAL RESERVES(i) to (iv) See 8 B

(i) Describe the Mineral Resource estimate used as a basis for the conversion to a Mineral Reserve.

(ii) Caution should be exercised if Inferred Resources are considered in economic studies, and if included, full disclosure and the effect on the results of the economic studies should be stated.

(iii) A comparison between the two possibilities, the one with inclusion and the one without inclusion, should be fully explained in the Public Report in such a way so as not to mislead the investors. Inferred Mineral Resources may not be reported as Mineral Reserves.

(iv) The Mineral Reserves Statement should be reported with sufficient detail indicating the source and type, facies or ore body, surface dump, stockpile and all other sources.

(v) State the proportion of the total Reserves that is likely to be mined within the current assured tenure timeframe.

(vi) Reconciliation – Report historic reliability and reconciliation of the performance parameters, assumptions and modifying factors. This should include a comparison with the previous Reserve quantity and qualities, if available. Where appropriate, report and comment on any historic trends (eg global bias).

T 9 AUDITS AND REVIEWSA EXPLORATION RESULTS(i) The overall conclusions of relevant audits or reviews, with specific reference to

compliance to relevant Codes, where significant deficiencies and remedial actions should be closed.

Complete

(ii) State type of review (eg independent, external) and name of the reviewer(s) together with their recognised professional qualifications.

B MINERAL RESOURCES(i) and (ii) See 9 A

(i) The material results of any audits or Mineral Reserves estimates. Specific reference regarding all material deficiencies and remedial actions should be closed.

C MINERAL RESRVES(i) and (ii) See 9 A

(i) The material results of any audits or review of Mineral Reserves estimates. Specific reference regarding all material deficiencies and remedial actions should be closed.

139

T 10 OTHER CONSIDERATIONSA EXPLORATION RESULTS(i) Description of any other material information that is likely to prevent or facilitate the

economic potential of the project.

Complete

(ii) A glossary of terms used in the report.

Section 12.9 (g) Exploration expenditure incurred to date by the applicant issuer and by other parties where available.

Section 12.9 (g) Planned exploration expenditure that has been committed, but not yet incurred by the applicant issuer concerned.

Section 12.9 (g) Planned exploration expenditure that has been committed to by the applicant issuer but which is expected to be incurred sometime in the future in sufficient detail to fairly present future expectations

B MINERAL RESOURCES(i) and (ii) See 10 A

(i) Discuss possible opportunities that may affect the Mineral Resource.

C MINERAL RESERVES(i) and (ii) See 10 A

(i) While any other material information or opportunities affecting the project should be discussed, no material impediments to the profitable exploration of the property should remain.

T 11. QUALIFICATION OF COMPENTENT PERSON(S) AND OTHER KEY TECHNICAL STAFF. DATE AND SIGNATURE PAGE

A EXPLORATION RESULTS(i) State the accountable Competent Person’s full name, address, registration number

and name of the professional body or ROPO recognised by SAMREC, of which he or she is a member. State the relevant experience, of the Competent Person and other key technical staff who prepared and are responsible for the Public Report.

Complete

(ii) The Competent Person’s relationship to the issuer of the report, if any, should be clearly defined.

(iii) The Public Report should include a signature page for the Competent Person to attest to its release. Such page should include the date of sign-off and the effective date of the report.

B MINERAL RESOURCES(i) to (iii) See 11 A

C MINERAL RESERVES(i) to (iii) See 11 A

Yours faithfully,

AN ClayManaging Director

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Annexure 5C

INDEPENDENT MINERAL ASSET VALUATION REPORT ON JUBILEE PLATINUM PLC’S MINERAL ASSETS

AN Clay (Competent Person and Competent Valuator)MSc (Geol), MSc (Min Eng), Dip Bus ManPr Sci Nat, MSAIMM, FAusIMM FGSSA, MAIMA, MSPE, IoDMANAGING DIRECTOR

K MphahleleBSc Hons (Geol), Cand Sci Nat.MGSSAMINERAL INDUSTRY ADVISOR

M ChirisaBEng Hons (Chem Eng) Cand Tech Eng, MSAIMM, MAusIMMMINERAL PROJECT ANALYST

Reference No: D1384REffective Date: 31 December 2012

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Independent Mineral Asset Valuation Report on Jubilee Platinum Plc’s Mineral Assets

Synopsis

Venmyn Deloitte (Pty) Limited (Venmyn Deloitte), a subsidiary of Deloitte Consulting (Pty) Limited, was commissioned by Stantons International Securities (Stantons) to prepare an Independent Mineral Asset Valuation Report on the mineral assets of Jubilee Platinum Plc (Jubilee). The mineral asset valuation will be used as a basis for Stantons to form a fairness opinion for the proposed transaction between Platinum Australia Limited (PLA) and Jubilee. Venmyn Deloitte understands that Jubilee and PLA intend to enter into a   transaction (the Transaction) or (Scheme of Arrangement) whereby Jubilee will acquire all of the issued shares of PLA, resulting in PLA becoming a subsidiary of Jubilee following completion of the Transaction.

In preparing this report, Venmyn Deloitte has complied with the requirements of the South African Code for the Reporting of Mineral Asset Valuation (SAMVAL Code) prepared under the auspices of the Southern African Institute of Mining and Metallurgy (SAIMM).

This report serves to identify and summarise the mineral assets of Jubilee for the purpose of creating a value matrix for Jubilee’s various mineral assets. The effective date of this assessment is 31 December 2012. Jubilee’s mineral assets comprise the following:

Jubilee’s Mineral Assets

COUNTRY PROJECT TYPE COMMODITYJUBILEE

STAKE

South Africa Tjate Exploration PGMs 63%

ConRoast Process Plant (patented by Mintek) PGMs 100%

Middelburg Smelting Facilities Process Plant Ferroalloys 100%

Power Alt Power Plant Electrical Power 70%

Bokfontein Exploration PGMs 91%

Elandsdrift Exploration PGMs 91%

Dilokong Tailings Supply Agreement Tailings Supply Agreement PGMs N/A

Australia Leinster Nickel Tailings Supply Agreement

Tailings Supply Agreement Nickel N/A

Madagascar Ambodilafa Exploration Iron, Nickel and PGMs 100%

Tjate, Jubilee’s flagship mineral asset, is situated in the Eastern Limb of the Bushveld Complex (BC) on a property that covers 5 140 ha on three farms (Dsjate 249 KT (2 162ha), Fern Kloof 539 KS (1 317 ha) and Quartzhill 542 KS(1 664 ha)). Farm Quartzhill was formerly part of the Tjate Project but the Tjate Board resolved to accept a cash offer for Quartzhill 542 KS and to negotiate a formal sale agreement in 2012. The Tjate Project contains a SAMREC-compliant resource of 22.33Moz 4E (Pt, Pd, Rh, Au) in the Indicated and Inferred Mineral Resource category. The targeted resource for the entire Tjate Project is approximately 70Moz 6PGM (Platinum Group Metals) +Au net of geological losses.

The Middleburg Smelting Facility is owned by Jubilee Smelting and Refining (JSR) (a 100% owned subsidiary of Jubilee). JSR was issued with an Atmospheric Emission Licence in respect of its current and submitted new planned operations. Therefore, JSR’s smelter operation is now fully permitted for the implementation of the ConRoast process and associated refining of the PGM containing alloy. The Facility has a capital investment programme to renew JSR’s existing smelting infrastructure and to this end in part, a 5MVA AC arc furnace has been installed and is in operation. This furnace started producing alloy in January 2012. JSR specifically targets the processing of waste and tailings materials containing metals that require a specific smelting and refractory solution to cater for the varying feed conditions. This smelting solution is offered by JSR’s Middelburg smelter operations. The Middelburg smelters’ capacity has been fully contracted and production levels have steadily increased. However, it is still a fledging business and targets waste and surface material of which it has secured the rights to three such surface PGM-rich and Ni-Cu-rich dumps.

ConRoast is a patented process developed by Mintek for which Jubilee through its subsidiary, Braemore Platinum (Pty) Limited (Braemore Smelters) proposes to construct a PGM processing facility at the site of Middelburg Smelting Facility. Braemore Smelters has an exclusive licence agreement with Mintek to use an alternative roasting and smelting process during the Exclusivity Period (30 June 2009 till 31 May 2016). The Exclusivity Period may be extended by Braemore Smelters, at its sole discretion, for the life of the ConRoast patents, which expire in 2020. The ConRoast technology is particularly appropriate for the treatment of PGM concentrates with elevated chrome contents that are traditionally difficult to process by conventional smelting methods.

142

Jubilee’s access to the ConRoast process is a basis to unlock the inherent PGM values from the traditional chrome ores via the extraction of PGMs and chrome from near- or at-surface PGM containing chrome reefs. There is also a move by the PGM industry to produce from ores that generate low grade concentrates which contain higher iron contents. These ores, which are not well received by the existing refineries, were traditionally only mined for its in situ chrome with the PGMs either lost as part of the run-of-mine ore sale or trapped within the tailings from the chrome beneficiation process and deposited on surface. The ability of the ConRoast process to recover PGMs from this chrome and iron dominated ore affords Jubilee a unique opportunity to unlock the inherent PGM values using ConRoast. Jubilee’s medium-term plans envisage constructing PGM concentrator plants capable of producing up to 15koz of PGMs in concentrate annually and targeting growth to reach an annual production of 50koz of PGMs in concentrate within five years through access to near- or at-surface PGM-containing chromite reefs.

Power Alt, a private power plant which is 70% owned by Jubilee, supplies the Middelburg smelting operations with its power needs and is able to produce excess power to over and above that required by the smelters. Power Alt submitted a tender to supply 5.1MW of unutilised power capacity to Eskom and was awarded the contract in August 2012. The supply of electricity commenced in December 2012. As of January 2013, NERSA extended the Power Trading licence to 10MW.

In addition, Jubilee, though is 91% owned subsidiary (Maude Mining and Exploration (Pty) Limited (Maude)) has applied to the Department of Mineral Resources (DMR) for PGM mining rights to its Elandsdrift and Bokfontein chrome bearing farms near Brits in the Western Limb of the BC.

Pollux Investment Holdings (Pty) Limited (Pollux), a 67.5% owned subsidiary of Jubilee has a Treatment of Tailings Agreement with Corridor Mining Resources (Pty) Limited (CMR) for the right to recover PGMs contained in the Dilokong Chromite Mine (DCM) tailings dam. This agreement is compl emented by a Toll Processing Agreement with PLA’s subsidiary Phokathaba (Pty) Limited to toll treat these tailings at PLA’s Smokey Hills Mine concentrator exclusively for eight months with an option to extend the processing period on a non-exclusive basis.

The Australian nickel tailings project is held through Braemore Nickel (Pty) Limited (Braemore Nickel), a 100% owned subsidiary of Jubilee. The project is based on Jubilee’s Australian strategy which is founded on the reclamation and processing of large tonnages of nickel sulphide tailings at the Leinster nickel tailings property in Western Australia. Braemore Nickel holds a Tailings Supply Agreement (TSA) with BHP Billiton (BHPB) and has the right to conduct pilot-plant test work and to complete a Definitive Feasibility Study (DFS) on the reclamation and processing of the sulphide nickel tailings on three nickel surface dumps at BHPB’s Leinster, Kambalda and Mount Keith properties. In total, the tailings on the three properties contain approximately 486 000t of Ni, with a further 522 000t of Ni expected to be deposited over the mines’ remaining life. BHPB has the option to take up a 50% share in the project, either at the development stage or within three years after commissioning a plant. Metallurgical testwork has shown that the tailings are amenable to atmospheric leaching and a scoping study has shown positive economics but with a lower than required economic return. A pre-concentration route, before leaching, is being investigated at Mintek in South Africa in order to reduce high acid consumption requirements. Preliminary results from Mintek show a drop in mass pull with an upgrade in the Ni content and this is expected to reduce the acid consumption of the project. To this end, fresh samples, as recommended by Bateman Projects, are being tested at Mintek with a view to design the most optimal way to retreat the dumps in order to demonstrate, by way of a DFS, meeting the project criteria, which include:

• Jubilee designing a process route to retreat the dumps and supply the product to BHPB;

• the product, a high-grade nickel sulphide product, must contain 61 – 65% Ni; and

• the project IRR must be at least 25%.

Ambodilafa is a nickel-copper-PGM located approximately 160km southwest of the Madagascan capital, Antananarivo, and 45 km west of the coastal town of Nosy Varika. An iron ore target also exists in the Samelahy area of the Ambodilafa concession and is a 6 km long high intensity aeromagnetic anomaly, identified in   a   previous airborne geophysics by Mineral Resources of Madagascar sarl, a 100% owned subsidiary of  Jubilee. Jubilee’s mineral assets are summarised as shown in the table below:

143

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144

Venmyn Deloitte has carried out the mineral asset valuation of Jubilee. To this end, appropriate valuation methods were used and each mineral asset was examined on its merits and demerits. Since the individual projects are at different stages of production and development, different valuation approaches were adopted in accordance to the SAMVAL Code. The three main valuation approaches, as stipulated in the code, include the Cost Approach, the Market Approach/Comparative Approach and the Income Approach/DCF Approach. The valuation approaches incorporate the respective Mineral Resource and Mineral Reserve categories on the following basis:

• stage of development;

• level of geological confidence in the interpretation of the geology and mineralisation;

• the depth of the defined Mineral Resources and Mineral Reserves relative to surface ie whether the undeveloped Mineral Resources are likely to be mined early, or later in the production plan, and at what relative cost;

• the availability of existing mining infrastructure and mineral production within the project area,ie whether the undeveloped Mineral Resources and Mineral Reserves are likely to be mined as an extension of a pre-existing operation; and

• relative difficulty or ease of mining conditions largely due to complex geological structures, and whether or  not they are conducive to mechanised mining.

Given this, the valuation methods that were applied for the different projects are indicated in the table below:

Valuation Methods Used for Jubilees’ Mineral Assets

MINERAL ASSET

VALUATION METHOD/APPROACHCOST MARKET DCF

Tjate Yes Yes Yes*Middelburg Smelting Facilities** Yes No NoConRoast Yes No Yes*Power Alt** Yes No NoBokfontein Yes No NoElandsdrift Yes No NoDikolong Tailings Treatment No No NoAustralian Tailings Dumps Yes* No NoAmbodilafa Yes Yes* No

* Primary Method of Valuation.** Cost method is applicable based on the historical cost derived from the financial statements which Venmyn Deloitte considers appropriate for these assets.

145

The results of the valuations carried out by Venmyn Deloitte’s Competent Valuator are summarised in the table below:

Jubilee Mineral Asset Valuation Summary

MINERAL ASSETVALUATION METHOD (JUBILEE ATTRIBUTABLE)

(US$ million)VALUE RANGE (US$ million)

COST MARKET DCF LOWER UPPER PREFERRED

Tjate 33.05 26.67 30.80 26.67 33.05 30.17

Middelburg Smelting Facilities* 0.99 – – 0.99 0.99 0.99

ConRoast 17.53 – 51.05 17.53 51.05 51.05

Power Alt* 5.47 – – 5.47 5.47 5.47

Bokfontein** 0.16 – – 0.00 0.16 0.00

Elandsdrift** 0.08 – – 0.00 0.08 0.00

Dikolong Tailings Treatment*** 0.00 0.00 0.00 0.00 0.00 0.00

Australian Nickel Tailings Dumps**** 3.29 – – 0.00 3.29 0.00

Ambodilafa 4.73 3.04 – 3.04 4.73 3.88

TOTAL 53.70 98.82 91.57

* Value generated from the historical cost derived from the financial statements which Venmyn Deloitte considers appropriate for these assets.

** The IFRS definition of an asset has not been met and therefore, the value of the project in Jubilee’s hands is zero.

*** Assaying is still being conducted and therefore, the tailings dump has not demonstrated realistic prospects for eventual economic extraction.

**** In Venmyn Deloitte’s opinion, the value of Jubilee’s Australian Nickel Tailings Dumps in Jubilee’s hands is zero since the dumps belong to BHPB and one of the critical requirements of the TSA between Jubilee and BHPB has yet to be demonstrated in a DFS that it can be met. That requirement is that Jubilee must design of a process route to produce a 61 – 65% Ni sulphide product. Therefore, the project has not demonstrated “realistic prospects for eventual economic extraction” as required by the SAMVAL Code although this could change in future depending on the results of the metallurgical testwork currently being conducted and their effect on the economic assessment as one of the critical requirements of the TSA is that the project must demonstrate an IRR of at least 25%.

The valuation ranges attributable to the projects valued using the cash flow valuation approach (Tjate and ConRoast) are graphically presented below. The value ranges are based on various combinations of discount rates, exchange rate and metal prices. Venmyn Deloitte has narrowed the “fair” value range to the highlighted boxes presented in the figures below. The highlighted boxes represent the value ranges within which Stantons can form their opinion with regards the values of Tjate and ConRoast that they will use in their IER.

Tjate Sensitivity Analysis

146

ConRoast Sensitivity Analysis

Venmyn Deloitte concludes that the Fair value of the mineral assets attributable to Jubilee is US$91.57 million with a lower value of US$53.70 million and an upper value of US$98.82 million.

147

Annexure 5D

3 April 2013Our reference: VMD1409L (b)

STRICTLY CONFIDENTIAL

Mr Leon CoetzerJubilee Platinum PlcStoney Ridge Office ParkCnr Witkoppen and Waterford Place, 1st Floor, Block B, Unit 8Kleve Hill Park, Paulshof, 2068

For attention: Mr Coetzer

ANNEXURE IN LETTER FORM FOR JUBILEE PLATINUM PLC WITH RESPECT TO COMPLIANCE WITH THE JSE REQUIREMENTS 8.63(L) IN LIEU OF AN UPDATED COMPETENT PERSONS REPORT

Dear Sir,

In order to assist with compliance to the JSE Listings Requirements for the Transaction involving Jubilee Platinum Plc (Jubilee) and Platinum Australia Limited (PLA), Venmyn Deloitte (Pty) Limited (Venmyn Deloitte) was requested to prepare this annexure to the recently prepared Independent Mineral Asset Valuation Report on Jubilee’s mineral assets. This annexure, which has been prepared in letter format, is intended to address issues relating to compliance with the JSE Listings Requirements 8.63(l) in lieu of an updated Competent Persons Report (CPR).

We were approached by the Company to provide the additional technical information not disclosed in the Jubilee annual report for 2011/12 to ensure full compliance with the JSE Listings Requirements 8.63 (l). Some of the information was extracted from the 2011/12 annual report and additional information is disclosed herein and the ordering of the information in this letter is similar with the ordering of the items in 8.63 (l) as detailed in the attached compliance checklist. Therefore:

The following person was responsible for this compliance component:

Mr A N Clay,

M Sc (Geol.), M Sc (Min. Eng.), Dip. Bus. M.

Pr Sci Nat, MSAIMM, FAusIMM, FGSSA, MAIMA, M Inst D. MSPE

MANAGING DIRECTOR

VenmynDeloitte (Pty) Limited, P O Box 782761, Sandton, 2146,

Jubilee is an Exploration, Mining and Beneficiation Company whose flagship project is the Tjate Project, located in the eastern Bushveld of South Africa, contains a SAMREC-compliant resource of 25 million ounces of 6PGE+Au in the Indicated and Inferred resource category of 22 million ounces 3PGE+Au in the Indicated resource categories with a targeted resource for the entire Tjate Project of approximately 70 million ounces of  6PGE+Au, net of geological losses.

Prior to 2005, there had not been any substantial exploration work completed on the property. A desktop study was undertaken based on limited borehole data, and was largely focused on the exploitation of Merensky Reef. Tjate Platinum Corporation (TPC) undertook an airborne geophysics surveyover the project area towards the end of 2007. The survey results indicated modest structural disturbances across the property. The desktop study found insufficient confidence in the geology, structure and grades in order to report a Mineral Resource compliant with international reporting codes.

In 2008 all technical work relating to the Tjate Project was reviewed as completed in June 2008 and produced a SAMREC Code compliant Inferred Mineral Resource for the Merensky Reef and Upper Group 2 Chromitite Layer (UG2) of 24.8Mt at an average grade of 5.24g/t 4PGE.

In 2010, the Company commenced a three stage pre- feasibility Study, phase 2 of which required a two stage in fill drilling programme totalling 42 000. Stage 1 of this drilling campaign commenced in early July 2010 and was completed in February 2011 which comprised 12 000 metres of drilling, the results of which provided the short-range structure variogram necessary for accurate resource estimation and determined the required

148

infill drill spacing necessary for the planned Stage 2 drilling, the objective of which was to augment the resource tonnage in the indicated category from that currently reported. The infill borehole location and drilling grid has been disclosed in the relevant diagram. The results of this drilling are shown in the tables below together with the weighted average results of previous drilling and all drilling to date. These drilling results confirmed continuity of both the Merensky and the UG2 reefs. The Merensky results matched the previous resource drilling results while the UG2 results showed both improved average 4E grade and reef thickness over previous resource drilling results.

Table 1: Merensky Reef infill drilling results

MERENSKY BEST MINE CUT AVERAGE (80 cm CUT-OFF)

BOREHOLE CUT TYPE Ave 4E (g/t) Ave Cu (%) Ave Ni (%) Ave WIDTH (m)

DT43 Typical 3.51 0.14 0.24 1.06

DT44 Typical 4.79 0.16 0.27 0.83

DT45 Typical 4.36 0.09 0.15 2.25

DT46 Typical 3.63 0.13 0.21 1.05

DT47 Faulted/Disturbed 3.85 0.004 0.008 1.03

DT48 Typical 4.57 0.21 0.29 0.98

DT49 Typical 4.11 0.15 0.21 1.07

DT50 Typical 5.03 0.15 0.22 1.42

DT51 Typical 3.17 0.11 0.19 1.07

Weighted average infi ll drilling 4.23 0.13 0.20 1.20

Previous drilling 4.24 0.11 0.19 1.15

All drilling to date 4.24 0.11 0.19 1.16

Table 2: UG2 infill drilling results

UG2 CUT AVERAGES (CHROMITITE ONLY)

BOREHOLE REEF TYPE Ave 4E (g/t) Ave Cu (%) Ave Ni (%) Ave WIDTH (m)

DT43 Normal 8.40 0.05 0.08 0.89

DT44 Normal 8.01 0.059 0.073 0.69

DT45 Normal 9.30 0.03 0.049 0.67

DT46 Normal 8.28 0.047 0.056 0.73

DT47 Normal 6.72 0.049 0.073 0.47

DT48 Normal 8.92 0.038 0.069 0.63

DT49 Normal 6.94 0.006 0.024 0.80

DT50 Normal 11.26 0.07 0.10 0.97

DT51 Normal 11.93 0.02 0.05 1.25

Weighted average infi ll drilling 9.26 0.039 0.06 0.79

Previous drilling 8.35 0.045 0.078 0.60

All drilling to date 8.69 0.043 0.073 0.66

With the above drilling having been completed, the 2009 Resource Statement has not yet been updated with these drilling results and remains unchanged as reported in the 2009 CPR and the 2010, 2011 and 2012 annual reports. No recent information has been provided indicating the sample and assay laboratory quality assurance and quality control procedures for the above drilling campaign nor the data and grade compositing methods adopted in reporting the tabulated results.

149

Provisional interpretation of the data suggested that an additional 18 boreholes for a Merensky Reef stand-alone mine scenario or six boreholes for a Merensky/UG2 (50/50 mix) scenario would be required in order to delineate a SAMREC Code – compliant indicated resource/reserve tonnage and complete Phase 2 of the feasibility study which has yet to be undertaken.

The Company, in the year under review, also completed an environmental base line study on the project including a review of the provincial heritage status of the Tjate area in relation to the development of Tjate. This study is a pre-requisite for the environmental impact assessment that will be required for a mining right application and feasibility study.

No recent information has been provided indicating the legal entitlement of the Company to the minerals being reported upon. Other than as disclosed in the CEO’s report the directors are not aware of any legal proceedings or other material conditions that may impact on the Company’s ability to continue mining or  exploration activities.

From the outset, it must be noted that Jubilee submitted a mining right application to the Department of Mineral Resources (DMR) for the Tjate project in June 2011 after which all exploration and development work was halted awaiting the outcome of the application to the DMR. The Company therefore has no further updated resource information on the Tjate project than what was stated in the 2010 and 2011 annual report and referenced in the 2012 annual report.

It must also be noted that this compliance check list is based upon the precise identification of founding documents which were provided to VenmynDeloitte by Jubilee Platinum during the preparation of the Expert Report required for the Australian Securities and Investment Commission (ASIC). Therefore there is a specific link between our option, the compliance requirement and the founding documents incorporated into the process required by the JSE.

Therefore, we report as follows:

The compliance checklist for 8.63(l) is attached and shows where the annual report paragraphs meet the requirements.

Yours faithfully,

__________________

A N ClayManaging director

150

Tab

le 3

: Ite

m 8

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nce

Ch

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8.63

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DE

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NN

UA

LR

EP

OR

TPA

GE

NU

MB

ER

PAR

AG

RA

PH

NU

MB

ER

 S

cope:

  

  

  

(i)(1

)8.6

3(l)

ap

plie

s to

M

inera

l C

om

pan

ies.

The

JSE

m

ay

require

non-m

inera

l co

mpan

ies

with

subst

antial

m

inera

l as

sets

(a

s defi ned in

sect

ion 1

2) to

com

ply

with t

hese

requirem

ents

.

Applie

s 

  

(2)

Min

era

l C

om

pan

ies

(whic

h

for

purp

ose

s of

this

Lis

tings

Requirem

ent,

incl

udes

subsi

dia

ries,

join

t ve

ntu

res,

ass

oci

ates

and in

vest

ments

) ar

e r

equired t

o d

iscl

ose

the d

eta

ils c

onta

ined

in 8

.63(l)

on a

n a

ttributa

ble

benefi ci

al in

tere

st b

asis

(ie b

enefi

cial

“se

e t

hro

ugh” b

asis

).

Applie

s 

  

(3)

Min

era

l C

om

pan

ies

may

report

on a

n a

ggre

gat

ed a

ttributa

ble

benefi

cial

in

tere

st

bas

is

(“to

tal

bas

is”)

where

th

e

required

dis

closu

re d

eta

ils in 8

.63

(l) h

ave b

een p

revi

ousl

y dis

close

d a

nd

publis

hed b

y se

par

ately

list

ed M

inera

l Com

pan

ies

in c

om

plia

nce

w

ith t

his

Lis

tings

Requirem

ent.

If

dis

closu

re is

mad

e o

n a

tota

l bas

is,

then t

he a

ttributa

ble

benefi ci

al in

tere

st p

erc

enta

ge m

ust

al

so b

e c

lear

ly s

tate

d.

Either,

or

  

 

(4)

Min

era

l C

om

pan

ies’

dis

closu

re

in

acco

rdan

ce

with

8.6

3(l)

m

ust

be

com

plia

nt

with

the

SA

MR

EC

C

ode

and

par

ts

of

Table

 1 a

nd s

ect

ion 1

2. T

he a

pplic

able

rele

vant

SA

MR

EC

Code

Table

1 (

check

list

and g

uid

elin

es

of

report

ing a

nd a

ssess

ment

criteria)

par

agra

phs

are r

efe

rred t

o t

hro

ughout

this

requirem

ent

as f

ollo

ws:

[re

fer

to T

x,xA

,B o

r C

]. W

here

the d

iscl

osu

re i

s not

in a

ccord

ance

with a

sect

ion 1

2 o

r Ta

ble

1 p

arag

raph,

or

inco

rpora

tes

a num

ber

of

such

par

agra

phs,

it w

ill b

e r

efe

rred t

o

as f

ollo

ws

[sta

nd a

lone].

Com

plia

nce

check

list

incl

ud

ed

  

 

(5)

Min

era

l C

om

pan

ies

mu

st

dis

close

th

e

full

nam

e,

addre

ss,

pro

fess

ional

qual

ifi ca

tion

s an

d re

leva

nt e

xperience

(incl

udin

g th

e

nam

e a

nd a

ddre

ss o

f th

e b

ody

reco

gnis

ed b

y S

AM

RE

C o

f w

hic

h

the C

om

pete

nt

Pers

on i

s a

mem

ber)

of

the L

ead

Com

pete

nt

Pers

on a

uth

orisi

ng p

ublic

atio

n o

f th

e i

nfo

rmat

ion d

iscl

ose

d i

n

term

s of

8.6

3(l)

[re

fer

to T

11].

The

Min

era

l C

orp

ora

tio

n

Co

nsu

ltan

cy

(Pty

) Lim

ited)

PO

Box

1346,

Cra

me

r V

iew

, 2

06

0 –

D

R Y

oung

(Direct

or)

P

r S

ci

Nat

. R

evie

w

in

201

0 a

nd 2

011 f

or

Snow

de

n M

inin

g I

nd

ust

ry

Consu

ltan

ts –

D C

owan

, B

sC E

ng

Me

tallu

rgy.

20

09

46

(6)

Min

era

l C

om

pan

ies

must

incl

ude a

sta

tem

ent

that

they

hav

e

writt

en c

onfi rm

atio

n f

rom

the L

ead

Com

pete

nt

Pers

on t

hat

the

info

rmat

ion d

iscl

ose

d i

n t

erm

s of

8.6

3(l)

is

com

plia

nt

with t

he

SA

MR

EC

Code a

nd,

where

applic

able

, th

e r

ele

vant

sect

ion 1

2

and T

able

1 r

equirem

ents

and t

hat

it

may

be p

ublis

hed i

n t

he

form

and c

onte

xt in

whic

h it

was

inte

nded [

stan

d a

lone].

No r

ece

nt

info

rmat

ion p

rovi

de

d.

  

 

151

ITE

M

8.63

(l)

DE

SC

RIP

TIO

NS

TAT

EM

EN

T F

RO

M A

NN

UA

L R

EP

OR

T

DE

MO

NS

TR

AT

ING

CO

MP

LIA

NC

EA

NN

UA

LR

EP

OR

TPA

GE

NU

MB

ER

PAR

AG

RA

PH

NU

MB

ER

 S

cope:

  

  

  

(ii)

Dis

closu

re c

om

plia

nce

:

(1)

Where

indiv

idual

opera

tio

ns,

pro

ject

s or

explo

ration a

ctiv

itie

s ar

e m

aterial

to: 

  

 

(aa)

Min

ing

Com

pani

es,

then

8.

63(l)

(iii)

mus

t be

co

mpl

ied

with

in

full

(if a

ny s

ubpa

ragr

aph

or p

arag

raph

s is

/are

not

ap

plic

able

, an

appr

opria

te s

tate

men

t(s)

mus

t be

mad

e); o

r

Jubile

e is

an e

xplo

ration,

min

ing

an

d

benefi

ciat

ion C

om

pan

y. 

  

(bb)

Exp

lora

tion

Com

pan

ies,

th

en

8.6

3(l)

(iii)

and

8.6

3(l)

(iv)

must

be c

om

plie

d w

ith i

n f

ull

(if a

ny s

ubpar

agra

ph

or

par

agra

phs

is/a

re

not

applic

able

, an

ap

pro

priat

e

stat

em

ent

or

stat

em

ents

must

be m

ade).

Applic

able

  

 

(2)

Where

in

div

idual

opera

tions,

pro

ject

s or

explo

ration

activi

ties

are n

ot

mat

erial

to M

inera

l C

om

pan

ies,

then

only

8.6

3(l)

(iii)(

6)

and

8.6

3(l)

(iii)(

8)

require

com

plia

nce

dis

closu

re.

Not

applic

able

  

 

(iii)

Min

ing C

om

pan

ies

annual

dis

closu

re r

equirem

ents

:

Min

ing C

om

pan

ies

must

dis

close

the f

ollo

win

g in

form

atio

n,

where

applic

able

, fo

r th

e fi n

anci

al y

ear

/pe

rio

d u

nd

er

revi

ew,

as p

art

of

their a

nnual

report

s:

(1)

a brief

desc

ription

of

any

explo

ration

activi

ties,

ex

plo

ration

expenditu

res,

ex

plo

ration

resu

lts

and

feas

ibili

ty

studie

s undert

aken [st

and a

lone b

ut

refe

r to

T4 a

nd T

5 f

or

guid

ance

];

In e

arly

July

201

0,

the C

om

pan

y co

mm

ence

d

drilli

ng

Sta

ge

1,

whic

h

was

co

mple

ted

in

Febru

ary

201

1. T

he r

esu

lts

pro

vided t

he s

hort

-ra

nge

stru

cture

va

riogra

m

nece

ssar

y fo

r ac

cura

te r

eso

urc

e e

stim

atio

n a

nd t

o d

ete

rmin

e

the

required

drill

spac

ing

(infi ll)

fo

r S

tage

2

drilli

ng

, the o

bje

ctiv

e o

f whic

h w

ill b

e to

augm

ent

the r

eso

urc

e t

onnag

e in

the in

dic

ated c

ategory

fr

om

that

curr

ently

report

ed. T

he r

esu

lts

of

this

drilli

ng a

re s

how

n in

the t

able

s belo

w t

ogeth

er

with t

he w

eig

hte

d a

vera

ge r

esu

lts

of

pre

vious

drilli

ng a

nd a

ll drilli

ng t

o d

ate:

201

17

5

In

ear

ly

July

201

0,

the

C

om

pan

y e

ng

age

d

Geose

arch

drilli

ng

con

trac

tors

an

d

Ge

o-

Consu

lt

Inte

rnat

ional

to

m

anag

e

the

d

rilli

ng

pro

gra

mm

e a

nd d

rilli

ng

has

co

mm

en

ced

with

in

itia

lly s

ix r

igs

on s

ite.

As

of

the

dat

e o

f th

is

report

som

e 7

0%

of

the

12

00

0 m

etr

es

in f

or

Sta

ge 1

has

been d

rille

d.

201

05

4

152

ITE

M

8.63

(l)

DE

SC

RIP

TIO

NS

TAT

EM

EN

T F

RO

M A

NN

UA

L R

EP

OR

T

DE

MO

NS

TR

AT

ING

CO

MP

LIA

NC

EA

NN

UA

LR

EP

OR

TPA

GE

NU

MB

ER

PAR

AG

RA

PH

NU

MB

ER

 S

cope:

  

  

  

EX

EC

UTIV

E S

UM

MA

RY

20

09

CP

R

ii1

2.2

E

xplo

ration

20

9

3.7

H

isto

rica

l and F

utu

re E

xplo

ratio

n

Exp

enditu

re3

8

1

(2)

a brief

desc

ription o

f th

e g

eolo

gic

al s

ett

ing a

nd g

eolo

gic

al m

odel

[refe

r to

T4.1

];2.1

G

eolo

gy

20

09

CP

R11

4

Regio

nal

and L

oca

l Geo

log

y an

d M

ine

ralis

atio

niv

2

(3)

a brief

desc

ription o

f th

e t

ype o

f m

inin

g a

nd m

inin

g a

ctiv

itie

s,

incl

udin

g a

brief

his

tory

of

the w

ork

ings

or

opera

tions

[refe

r to

T1.

3];

No

rece

nt

info

rmat

ion

p

rovi

de

d.

Ph

ase

d

feas

iblit

y st

udy

in p

rogre

ss.

  

 

(4)

pro

duct

ion fi

gure

s, i

ncl

udin

g a

com

par

ison w

ith t

he p

revi

ous

fi nan

cial

year

/period [st

and a

lone];

No

rece

nt

info

rmat

ion

p

rovi

de

d.

Ph

ase

d

feas

iblit

y st

udy

in p

rogre

ss.

  

 

(5)

a st

atem

ent

that

the C

om

pan

y has

the le

gal

entitlem

ent

to t

he

min

era

ls b

ein

g r

eport

ed u

pon [

refe

r to

T1.

7 a

nd T

5.1

] to

geth

er

with a

ny k

now

n im

pedim

ents

[st

and a

lone];

No r

ece

nt

info

rmat

ion p

rovi

de

d.

  

 

(6)

the

est

imat

ed

Min

era

l R

eso

urc

es

and

Min

era

l R

ese

rves

(“M

inera

l Reso

urc

e a

nd R

ese

rve S

tate

ment”

) [r

efe

r to

T8];

Report

ed a

nnual

ly.

Reso

urc

e e

stim

atio

n h

as

not

chan

ged

since

orig

inal

e

stia

mtio

n

by

Min

era

l Corp

ora

tion in

Ju

ly 2

00

9.

201

26

1

201

17

4

201

05

1

20

09

CP

R

vi9

55

1

56

1

(7)

a desc

ription o

f th

e m

eth

ods

and t

he k

ey a

ssum

ptions

and

par

amete

rs

by

whic

h

the

Min

era

l R

eso

urc

es

and

Min

era

l R

ese

rves

[refe

r to

T 7

] w

ere

cal

cula

ted a

nd c

lass

ifi ed;

FIV

E

RE

SO

UR

CE

A

ND

R

ES

ER

VE

C

LA

SS

I-FIC

ATIO

N C

RIT

ER

IA.

20

09

CP

R4

7

9

(8)

a co

mpar

ison o

f th

e M

inera

l R

ese

rve a

nd M

inera

l R

eso

urc

e

est

imat

es

with t

he p

revi

ous

fi nan

cial

year

/period’s

est

imat

es

togeth

er

with e

xpla

nat

ion

s of

mat

erial

diff

ere

nce

s [s

tand a

lone];

20

09 R

eso

urc

e S

tate

men

t h

as n

ot

chan

ge

d.

  

 

(9)

wheth

er

or

not

the I

nfe

rred M

inera

l R

eso

urc

e c

ategory

has

been in

cluded in

feas

ibili

ty s

tudie

s an

d, i

f so

, the im

pac

t of

such

in

clusi

on [re

fer

to T

8(C

)];

No

rece

nt

info

rmat

ion

p

rovi

de

d.

Ph

ase

d

feas

iblit

y st

udy

in p

rogre

ss.

  

 

(10)

any

mat

erial

risk

fa

ctors

th

at

could

im

pac

t on

the

Min

era

l R

eso

urc

e a

nd R

ese

rve S

tate

ment

[refe

r to

T6 a

nd T

9];

No

rece

nt

info

rmat

ion

p

rovi

de

d.

Ph

ase

d

feas

iblit

y st

udy

in p

rogre

ss.

  

 

153

ITE

M

8.63

(l)

DE

SC

RIP

TIO

NS

TAT

EM

EN

T F

RO

M A

NN

UA

L R

EP

OR

T

DE

MO

NS

TR

AT

ING

CO

MP

LIA

NC

EA

NN

UA

LR

EP

OR

TPA

GE

NU

MB

ER

PAR

AG

RA

PH

NU

MB

ER

 S

cope:

  

  

  

(11)

a st

atem

ent

by t

he d

irect

ors

on a

ny legal

pro

ceedin

gs

or

oth

er

mat

erial

conditio

ns

that

may

im

pac

t on t

he C

om

pan

y’s

abili

ty

to c

ontinue m

inin

g o

r ex

plo

ration a

ctiv

itie

s, o

r an

appro

priat

e

negat

ive s

tate

ment

[refe

r to

T1.

7];

Legal

Pro

ceedin

gs:

Oth

er

than

as

dis

clo

sed

in

the C

EO

’s r

eport

the d

ire

cto

rs a

re n

ot

awar

e

of

any

legal

pro

ceedin

gs

or

oth

er

mat

erial

co

nditio

ns

that

may

imp

act

on

th

e C

om

pan

y’s

abili

ty

to

continue

min

ing

o

r ex

plo

ratio

n

activi

ties.

201

212

9

(12)

appro

priat

e lo

calit

y m

aps

and p

lans

[refe

r to

T1.

5];

and

Infi ll

bore

hole

loca

tion a

nd

drilli

ng

grid

201

110

1

(13)

a su

mm

ary

of

env

ironm

enta

l m

anag

em

ent

and f

undin

g [

refe

r to

T 5

.2].

The

Com

pan

y has

co

mm

en

ced

an

env

ironm

enta

l bas

elin

e s

tud

y o

n t

he

pro

ject

an

d a

rev

iew

of

the p

rovi

nci

al h

erita

ge

sta

tus

of

the T

jate

are

a in

rela

tio

n t

o t

he

dev

elo

pm

en

t of T

jate

.

201

05

8

Continued

dev

elo

pm

en

t o

f th

e

fl ag

ship

Tja

te P

roje

ct w

ith:

(b)

the

co

mp

letio

n o

f an

env

ironm

enta

l bas

elin

e s

tud

y.

201

15

2

The C

om

pan

y, i

n t

he y

ear

un

de

r re

view

, al

so

com

ple

ted a

n e

nvironm

en

tal b

ase

line

stu

dy

on

th

e p

roje

ct in

cludin

g a

rev

iew

of

the

pro

vin

cial

herita

ge st

atus

of

the

Tja

te ar

ea

in re

latio

n

to t

he d

evelo

pm

ent

of

Tja

te.

This

stu

dy

is a

pre

-requis

ite

for

the

env

iro

nm

en

tal

imp

act

asse

ssm

ent

that

will

be r

eq

uire

d f

or

a m

inin

g

right

applic

atio

n a

nd f

eas

ibili

ty s

tud

y.

201

18

4

(iv)

Exp

lora

tion C

om

pan

ies

– an

nual

dis

closu

re r

equirem

ents

In a

dditio

n t

o t

he d

iscl

osu

re r

equirem

ents

in 8

.63(l)

(iii),

Exp

lora

tion

Com

pan

ies

must

dis

close

the f

ollo

win

g in

form

atio

n a

s a

par

t of

their

annual

report

, w

here

applic

able

:

  

  

154

ITE

M

8.63

(l)

DE

SC

RIP

TIO

NS

TAT

EM

EN

T F

RO

M A

NN

UA

L R

EP

OR

T

DE

MO

NS

TR

AT

ING

CO

MP

LIA

NC

EA

NN

UA

LR

EP

OR

TPA

GE

NU

MB

ER

PAR

AG

RA

PH

NU

MB

ER

 S

cope:

  

  

  

(1)

sum

mar

y in

form

atio

n o

f pre

vious

explo

ration w

ork

done by

oth

er

par

ties

on t

he p

rop

ert

y [r

efe

r to

T1.

3];

Prior

to 2

005,

there

had

not

been a

ny s

ubst

antial

exp

lora

tion

work

com

ple

ted o

n t

he p

ropert

y. I

n 2

007,

bas

ed o

n l

imited

bore

hole

dat

a, S

now

den

undert

ook

a desk

top s

tudy,

whic

h w

as

larg

ely

focu

sed o

n t

he e

xplo

itat

ion o

f M

ere

nsk

y R

eef.

Prior

to

20

05,

there

h

ad

no

t b

ee

n

any

subst

antial

ex

plo

ration

wo

rk

com

ple

ted

o

n

the p

ropert

y. T

he S

now

de

n d

esk

top

stu

dy

was

bas

ed o

n li

mited b

ore

ho

le d

ata,

an

d w

as la

rge

ly

focu

sed o

n t

he e

xplo

itat

ion

of

Me

ren

sky

Re

ef.

TP

C u

ndert

ook

an a

irborn

e g

eo

phy

sics

su

rvey

, co

nduct

ed b

y G

AP

Geo

phy

sics

(P

ty)

Lim

ite

d

(GA

P G

eophy

sics

) ov

er

the

TP

P a

rea

tow

ard

s th

e e

nd o

f 20

07.

The s

urv

ey r

esu

lts

ind

icat

ed

m

odest

st

ruct

ura

l dis

turb

ance

s ac

ross

th

e

pro

pert

y. T

he S

now

den

de

skto

p s

tud

y fo

un

d

insu

ffi c

ient c

onfi dence

in th

e g

eo

log

y, s

tru

ctu

re

and

gra

des

to

report

a

Min

era

l R

eso

urc

e

com

plia

nt

with i

nte

rnat

ion

al r

ep

ort

ing

co

de

s.

In 2

008, T

he M

inera

l C

orp

ora

tio

n r

evie

we

d a

ll te

chnic

al w

ork

rela

ting t

o T

PP

as

com

ple

ted

in

June 2

008 a

nd p

rodu

ced

a S

AM

RE

C C

od

e

com

plia

nt

Infe

rred M

ine

ral

Re

sou

rce

fo

r th

e

Mere

nsk

y R

eef

and U

pp

er

Gro

up

2 C

hro

mitite

Lay

er

(UG

2)

of

24.8

Mt

at a

n a

vera

ge

gra

de

of

5.2

4g/t

4P

GE

.

20

09

CP

Riii

3

Prior

to

20

05,

there

h

ad

no

t b

ee

n

any

subst

antial

exp

lora

tion w

ork

co

mp

lete

d o

n t

he

pro

pert

y. I

n 2

007,

bas

ed

on

lim

ite

d b

ore

ho

le

dat

a,

Snow

den

undert

oo

k a

de

skto

p

stu

dy,

w

hic

h w

as lar

gely

focu

sed

on

th

e e

xplo

itat

ion

of

Mere

nsk

y R

eef.

20

09

CP

R5

8

(2)

sum

mar

y in

form

atio

n

on

the

dat

a densi

ty

and

dis

trib

ution [re

fer

toT4.1

(A)(

iii)]

;In

fi ll

bore

hole

loca

tion a

nd

drilli

ng

grid

201

110

1

(3)

explo

ration r

esu

lts

not

inco

rpora

ted i

n t

he M

inera

l R

eso

urc

e a

nd R

ese

rve S

tate

me

nt

incl

ud

ing

th

e

follo

win

g, w

here

applic

able

, or

a qual

ifi ed n

egat

ive s

tate

ment:

155

ITE

M

8.63

(l)

DE

SC

RIP

TIO

NS

TAT

EM

EN

T F

RO

M A

NN

UA

L R

EP

OR

T

DE

MO

NS

TR

AT

ING

CO

MP

LIA

NC

EA

NN

UA

LR

EP

OR

TPA

GE

NU

MB

ER

PAR

AG

RA

PH

NU

MB

ER

 S

cope:

  

  

  

(aa)

the r

ela

tionsh

ip b

etw

een m

inera

lisat

ion t

rue w

idth

s an

d

inte

rcept

length

s [r

efe

r to

T3.2

(A)(

iii)]

;M

ere

nsk

y R

eef

infi ll

drilli

ng

re

sults

(tab

le)

and

U

G2 i

nfi ll

drilli

ng r

esu

lts

(tab

le).

Th

ese

drilli

ng

re

sults

confi rm

ed

con

tin

uit

y o

f b

oth

th

e

Mere

nsk

y an

d t

he U

G2 r

ee

fs.

The

Me

ren

sky

resu

lts

mat

ched t

he p

revi

ou

s re

sou

rce

drilli

ng

re

sults

while

the U

G2

re

sults

show

ed

bo

th

impro

ved a

vera

ge 4

E g

ard

e a

nd

re

ef

thic

kne

ss

over

pre

vious

reso

urc

e d

rilli

ng

re

sults.

201

17

& 8

6 a

nd

onw

ard

(bb)

dat

a an

d g

rade c

om

posi

ting m

eth

ods

and t

he b

asis

for

min

era

l equiv

alent

calc

ula

tions

[sta

nd a

lone b

ut

refe

r to

T4.2

(B)(i)a

nd T

5.7

(B)(

iv)]

;

No r

ece

nt

info

rmat

ion p

rovi

de

d.

  

 

(cc)

for

poly

-meta

llic

min

era

lisat

ion

or

multi-c

om

modit

y pro

ject

s,

separ

ate

identifi

cation

of

the

indiv

idual

co

mponents

[st

and a

lone];

Mere

nsk

y R

eef

infi ll

drilli

ng

re

sults

(tab

le)

and

U

G2 in

fi ll

drilli

ng r

esu

lts

(tab

le).

201

17

& 8

6 a

nd

onw

ard

(dd)

the r

epre

sentivi

ty o

f re

port

ed r

esu

lts

[refe

r to

T8(A

)(i);

The r

esu

lts

pro

vided t

he

sh

ort

-ran

ge

str

uct

ure

va

riogra

m

nece

ssar

y fo

r ac

cura

te

reso

urc

e

est

imat

ion a

nd t

o d

ete

rmin

e t

he

re

qu

ire

d d

rill

spac

ing (i

nfi ll)

for

Sta

ge

2 d

rilli

ng

, th

e o

bje

ctiv

e

of

whic

h

will

be

to

aug

me

nt

the

re

sou

rce

to

nnag

e i

n t

he i

ndic

ate

d c

ate

go

ry f

rom

th

at

curr

ently

report

ed.

The r

esu

lts

of

this

drilli

ng

ar

e s

how

n i

n t

he t

able

s b

elo

w t

og

eth

er

with

th

e

weig

hte

d

avera

ge

re

sults

of

pre

vio

us

drilli

ng a

nd a

ll drilli

ng t

o d

ate

(M

ere

nsk

y R

ee

f in

fi ll

drilli

ng resu

lts

and U

G2

infi ll

drilli

ng

re

sults

table

s).

201

17

& 8

6 a

nd

onw

ard

(ee)

oth

er

subst

antive

exp

lora

tion d

ata

and r

esu

lts

[refe

r to

T2.3

(A)(ii)

];M

ere

nsk

y R

eef

infi ll

drilli

ng

re

sults

(tab

le)

and

U

G2 in

fi ll

drilli

ng r

esu

lts

(tab

le).

201

17

& 8

6 a

nd

onw

ard

156

ITE

M

8.63

(l)

DE

SC

RIP

TIO

NS

TAT

EM

EN

T F

RO

M A

NN

UA

L R

EP

OR

T

DE

MO

NS

TR

AT

ING

CO

MP

LIA

NC

EA

NN

UA

LR

EP

OR

TPA

GE

NU

MB

ER

PAR

AG

RA

PH

NU

MB

ER

 S

cope:

  

  

  

(ff)

com

ment

on f

utu

re e

xplo

ration w

ork

[st

and a

lone b

ut

refe

r to

sect

ion 1

2.9

(h)(

ii) a

nd (

iii)]

;S

now

den’

s pro

visi

onal

in

terp

reta

tio

n

of

the

dat

a su

ggest

ed t

hat

an a

dd

itio

nal

18

bo

reh

ole

s fo

r a

Mere

nsk

y R

ee

f st

and

-alo

ne

m

ine

sc

enar

io

or

six

bore

ho

les

for

a M

ere

nsk

y/U

G2 (

50/5

0 m

ix)

scenar

io w

ou

ld b

e r

eq

uire

d

in

ord

er

to

delin

eat

e

a S

AM

RE

C

Co

de

–

com

plia

nt

indic

ated r

eso

urc

e/r

ese

rve

to

nn

age

an

d c

om

ple

te P

has

e 2

of

the

fe

asib

ility

stu

dy.

B

oth

sce

nar

io’s

are

pre

dic

ate

d o

n t

rhe

bas

is

of

a 20

0

00

0t/

month

o

pe

ratio

n.

A

cost

o

f betw

een

ZA

R12

m

illio

n

and

Z

AR

30

m

illio

n

is

est

imat

ed

for

this

ad

ditio

nal

d

rilli

ng

w

ith

a

furt

her

ZA

R35 

mill

ion

to

co

mp

lete

th

e

feas

ibili

ty s

tudy.

201

18

2

(gg)

the b

asic

tonnag

e/v

olu

me,

gra

de/q

ual

ity

and e

conom

ic

par

amete

rs f

or

the e

xplo

ration t

arget

[refe

r to

SA

MR

EC

C

ode p

arag

raph 1

9 a

nd 2

0)]

; an

d

The

fl ag

ship

Tja

te

Pro

ject

, lo

cate

d

in

the

eas

tern

B

ush

veld

of

So

uth

A

fric

a,

con

tain

s a

SA

MR

EC

-com

plia

nt

reso

urc

e o

f 2

5 m

illio

n

ounce

s of

6P

GE

+A

u

in

the

in

dic

ate

d

and

in

ferr

ed re

sourc

e c

atego

ry o

f 22

mill

ion

ou

nce

s 3P

GE

+A

u in

the in

dic

ate

d r

eso

urc

e c

ate

go

rie

s w

ith a

tar

gete

d r

eso

urc

e f

or

the

en

tire

Tja

te

Pro

ject

of

appro

xim

ately

70

mill

ion

ou

nce

s o

f 6P

GE

+A

u,

net

of

geolo

gic

al lo

sse

s.

201

17

4

(hh)

sam

ple

an

d

assa

y la

bora

tory

qual

ity

assu

rance

an

d

qual

ity

contr

ol p

roce

dure

s [r

efe

r to

T3.4

];N

o r

ece

nt

info

rmat

ion p

rovi

de

d fo

r la

test

ass

ay

work

in a

nnura

l report

s. R

elia

nce

co

mm

en

tary

pro

vided in

20

09 C

PR

fo

r p

revi

ou

s ex

plo

ratio

n

– E

xecu

tive

Sum

mar

y an

d s

ect

ion

2.3

20

09

CP

Rv 24

6

5

157

Annexure 6

TRADING HISTORY OF JUBILEE ORDINARY SHARES

The trading history of Jubilee ordinary shares on the JSE is set out below:

High (cents)

Low (cents)

Close (cents)

Volume traded

(million)

Value traded

(R million)

Quarter ended31 March 2010 482 360 451 11.00 47.4330 June 2010 460 320 325 3.42 13.2230 September 2010 392 300 390 6.10 20.3431 December 2010 390 300 333 7.47 24.8231 March 2011 396 290 300 8.26 28.1730 June 2011 385 231 242 10.52 32.7330 September 2011 252 160 177 6.94 14.3731 December 2011 209 150 170 6.54 11.4531 March 2012 214 150 164 15.87 28.22

Month ended28 February 2012 202 175 190 3.71 6.9631 March 2012 199 150 164 7.76 12.9630 April 2012 177 157 160 1.27 2.1131 May 2012 167 130 154 3.03 4.5130 June 2012 153 132 132 2.02 2.9031 July 2012 134 110 113 1.74 2.1731 August 2012 133 111 119 2.08 2.5030 September 2012 170 115 126 2.25 3.1531 October 2012 136 116 117 1.44 1.7730 November 2012 120 106 115 3.41 3.8331 December 2012 119 100 119 1.15 1.2331 January 2013 187 115 168 15.95 23.0228 February 2013 183 125 141 12.53 20.73

Daily11 February 2013 165 160 165 0.62 1.0112 February 2013 167 158 165 0.24 0.3913 February 2013 165 163 163 0.05 0.0914 February 2013 165 155 160 0.33 0.5315 February 2013 165 151 151 0.05 0.0818 February 2013 160 158 160 0.22 0.3519 February 2013 165 151 160 2.84 4.5620 February 2013 157 157 157 0.01 0.0221 February 2013 152 142 147 0.10 0.1522 February 2013 155 148 152 0.01 0.0225 February 2013 161 142 142 0.60 0.9326 February 2013 142 131 135 0.31 0.4227 February 2013 135 125 133 0.22 0.2928 February 2013 141 133 135 0.00 0.001 March 2012 136 132 132 0.14 0.194 March 2012 131 122 124 0.28 0.355 March 2012 124 122 123 0.02 0.026 March 2012 126 123 125 0.10 0.12

158

High (cents)

Low (cents)

Close (cents)

Volume traded

(million)

Value traded

(R million)

Daily7 March 2012 126 120 126 0.22 0.278 March 2012 126 116 120 0.52 0.6311 March 2012 122 116 119 0.15 0.1812 March 2012 118 110 110 0.33 0.3813 March 2013 115 114 114 0.09 0.1114 March 2013 114 113 113 0.00 0.0015 March 2013 122 114 119 0.06 0.0718 March 2013 115 115 115 0.01 0.0119 March 2013 120 115 118 0.05 0.0620 March 2013 120 115 120 0.20 0.2322 March 2013 120 112 112 0.11 0.12

159

Annexure 7

MATERIAL LOANS OF PLA

1. MATERIAL INTERCOMPANY FINANCE

The following material loans were made by PLA to its subsidiaries as at the last practicable date:

Lender RecipientAmount

outstanding (R’m)

PLA Bofule Platinum (Pty) Limited 78.5PLA Platinum Australia SA (Pty) Limited 15.0PLA Platinum Rivers (Pty) Limited 6.0PLA Smokey Hills Platinum (Pty) Limited 53.9PLA Stella Platinum (Pty) Limited 202.6PLA EL Platinum (Pty) Limited 0.7PLA Stellex Platinum (Pty) Limited 0.1PLA Phokathaba Platinum (Pty) Limited 90.4PLA PLA Plat Investments (Pty) Limited 549.8

Total 997

The above loans are unsecured, bear no interest and the management of PLA does not expect these loans to be repaid in the next 12 months. The purpose of the loans is to fund operations and working capital.

2. MATERIAL LOANS OF PLA AND ITS SUBSIDIARIES

The following material loans were made to PLA by third parties as at the last practicable date:

Lender Recipient

Facility size R’m

Interest rate Security Terms

Macquarie Bank PLA 87.9 11.9% All exploration assets

21 March 2013

Macquarie Bank Phokathaba Platinum (Pty) Limited

109.8 10.0% All exploration assets

21 March 2013

Macquarie Bank Bofule Platinum (Pty) Limited

43.9 10.0% All exploration assets

21 March 2013

Macquarie Bank Stella Platinum (Pty) Limited

43.9 10.0% All exploration assets

21 March 2013

Total 285.5

The above loans are AU$ denominated. The purpose of the loans is to fund operations and working capital. These loans will be settled as part of the Acquisition. More details are included in paragraph 4.2.2 of this Circular.

160

Annexure 8

MATERIAL LOANS OF JUBILEE

1. MATERIAL INTERCOMPANY FINANCE

The following loans were made by Jubilee to its subsidiaries as at the last practicable date:

Lender Recipients

Amount outstanding

R’m

Jubilee Platinum PLC Windsor Platinum Investments (Pty) Limited 22.9Jubilee Platinum PLC Maude Mining and Exploration (Pty) Limited 0.2Jubilee Platinum PLC Jubilee Smelters and Refinery (Pty) Limited 0.5Jubilee Platinum PLC Dullstroom Plats (Pty) Limited 0.2Jubilee Platinum PLC Braemore Resources Limited 1.7Jubilee Platinum PLC Braemore Platinum Smelters (Pty) Limited 4.0Jubilee Platinum PLC Mineral Resources of Madagascar Sarl 3.0Jubilee Platinum PLC Braemore Nickel (Pty) Limited 0.6Jubilee Platinum PLC PowerAlt (Pty) Limited 0.7

Total 33.8

These loans are interest free, unsecured and have no repayment terms and the purpose of the loans is to fund operations and working capital. The management does not anticipate these loans to be repaid within the next 12 months.

2. MATERIAL LOANS OF JUBILEE AND ITS SUBSIDIARIES

The following material loans were made to Jubilee by third parties as at the last practicable date:

Lender Recipient

Amount outstanding

£’m Purpose

Harrison & White (Pty) Limited Power Alt 0.4 Working capitalAstra Group Holdings (Pty) Limited Power Alt 0.5 Working capitalInvestec Bank Limited Power Alt 1.5 Working capital

Total 2.4

The Investec loan bears interest of between 11% and 13% and is repayable in quarterly instalments of GBP287 935.00 with final payments between 31 March 2013 and 31 March 2015. The loans are secured by Jubilee’s shareholders loan in PowerAlt and a pledge over Jubilee’s interest in PowerAlt. The loans from Harrison and White (Pty) Limited and Astra Group Holdings (Pty) Limited are interest free, has no  repayment terms and are unsecured.

161

Jubilee Platinum Plc(Registration number: 4459850)

AIM code: JLP JSE code: JBL ISIN: GB0031852162

(“Jubilee” or “the Company”)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a general meeting of the shareholders of Jubilee Platinum Plc (“the Company”) will be held at finnCap Limited, 60 New Broad Street, London, EC2M 1JJ at 11:00 on Tuesday, 28 May 2013, to consider and, if deemed fit, to pass the following resolutions:

SPECIAL RESOLUTION NUMBER 1

That, in accordance with paragraph 42(2)(b) of Schedule 2 of the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008 of the United Kingdom, the restriction on the authorised share capital of the Company set out in paragraph 5 of the memorandum of association of the Company, which by virtue of section 28 of the Companies Act 2006 of the United Kingdom is treated as a provision of the Company’s articles of association, is hereby revoked and deleted and that, accordingly, Article 5 of the Company’s articles of association be and is hereby deleted and the following be and is hereby substituted in its place:

“5. The share capital of the Company is divided into an unlimited number of ordinary shares of 1 pence each (“Ordinary Shares”).”

SPECIAL RESOLUTION NUMBER 2

That the Directors be and they are hereby empowered pursuant to sections 570 and 571 of the Companies Act 2006 of the United Kingdom (“the Act”) and in terms of the Listings Requirements of the JSE Limited, in addition to (and not in substitution for) all previous powers granted thereunder, to allot equity securities (within meaning of section 560 of the Act), for cash pursuant to the authority granted by ordinary resolution 1 below as if section 561 (1) of the Act did not apply to:

(a) the allotment of equity securities up to an aggregate nominal amount of GBP 838 852.10 in connection with the debt owed to Macquarie Bank Limited as set out in the circular to shareholders dated 9 April 2013 (“the Circular”); and

(b) the allotment of equity securities up to an aggregate nominal amount of GBP 94 984.44 in connection with the debt owed to other creditors of Platinum Australia Limited as detailed in ordinary resolution number 4 below and as set out in the Circular; and

(c) the allotment (other than pursuant to subparagraph (a) and (b) above of equity securities with a nominal value of up to GBP 173 152 (representing approximately 5% of the issued share capital of the Company, as at the last practicable date prior to the publication of the Notice of meeting).

providing that this power shall expire at the conclusion of the next Annual General Meeting of the Company to be held or 31 December 2013 (whichever is earlier) save that the Company may, before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired. The purpose of this special resolution number 2 is to increase the Company’s current general authority in the UK from 10% to 15% in order to align with the JSE Limited’s Listings Requirements.

Note:The allotment of shares for cash in accordance with this resolution shall comply, to the extent required by UK law and with the provisions of the Listings Requirements of the JSE Limited pertaining to general issue of shares for cash in that the minimum percentage of voting rights that is required for this resolution to be adopted is 75% to be cast on the resolution.

162

The following conditions, which comply with the Listings Requirements of the JSE, must also be met:

• that securities be of a class already in issue;

• that securities be issued to public shareholders and not to related parties;

• that a paid press announcement giving full details, including the impact on net asset value and earnings per share, be published at the time of any issue representing, on a cumulative basis within a financial year, 5%  or more of the number of securities in issue prior to the issue/s;

• that issues in the aggregate in any one financial year shall not exceed 15% of the Company’s issued share capital of that class; and

• that, in determining the price at which an issue of securities will be made in terms of this authority, the maximum discount permitted shall be 10% of the weighted average traded price of those securities over the 30 business days prior to the date that the price of the issue is determined or agreed by the Directors.

ORDINARY RESOLUTION NUMBER 1

That the Directors be and are hereby generally and unconditionally authorised in addition to (and not in substitution for) any such authority previously granted to them and pursuant to and in accordance with section  551 of the Companies Act 2006 of the United Kingdom (“the Act”), (and without prejudice to the continuing power of the Directors to allot shares in the Company or grant rights to subscribe for, or convert any security into shares in the Company (together “relevant securities”) pursuant to an offer or agreement made by the Company before the date this resolution is passed):

(a) and such authority to exercise all the powers of the Company to allot and make offers to allot relevant securities up to an aggregate nominal amount of approximately GBP 1 954 098 in connection with the proposed acquisition by the Company of the entire issued share capital of PLA as set out in the circular to shareholders dated 9 April 2013;

(b) to exercise all the powers of the Company to allot and make offers to allot relevant securities up to an aggregate nominal amount of GBP 838 852.10 in connection with the debt owed to Macquarie Bank Limited as set out in the Circular; and

(c) to exercise all the powers of the Company to allot and make offers to allot relevant securities up to an aggregate nominal amount of up to GBP 94 984.44 in connection with the debt owed to other creditors of PLA, as detailed in ordinary resolution number 4 below and as set out in the Circular;

shall, unless previously renewed, extended, revoked or varied by the Company in general meeting, expire on the conclusion of the next Annual General Meeting of the Company to be held or 31 December 2013 (whichever is earlier) provided that the Company may, at any time before such expiry, make an offer or enter into an agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities pursuant to any such offer or agreement; as if the authority conferred hereby had not expired.

ORDINARY RESOLUTION NUMBER 2

That the acquisition by the Company of the entire issued share capital of Platinum Australia Limited (“PLA”) for a consideration to be settled through the issue of ordinary shares of 1 pence each in the capital of the Company (“Ordinary Shares”) be and is hereby approved.

Note:As at the date of signature of the Transaction Agreements and as announced on SENS on 25 February 2013, the ratio of Jubilee shares offered to PLA shareholders equated to 1 Jubilee share for every 2.593 PLA share (19 4 735 826 Jubilee ordinary shares in aggregate). This ratio will be updated based on the shares in issue by  Jubilee at the Effective Date.

The Acquisition constitutes a Category 1 transaction in terms of the Listings Requirements and Jubilee is  accordingly required to obtain Jubilee shareholders’ approval for the Acquisition.

This Circular includes revised listing particulars in terms of the Listings Requirements as the proposed issue of  the Jubilee ordinary shares in consideration for the Acquisition will result in the existing issued ordinary share capital of Jubilee increasing by more than 25% .

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ORDINARY RESOLUTION NUMBER 3

That the issue by the Company, on the date of completion (“the Completion Date”) by the Company of the entire issued share capital of Platinum Australia Limited (“PLA”), of 83 885 210 ordinary shares to Macquarie Bank Limited (“MBL”) (“Ordinary Shares”) of 1 pence each in the capital of the Company (“the Initial Shares”) (in the form of CHESS Depositary Interest issued by the Company) be and is hereby approved provided that:

(a) if the quantum of the secured debt facilities provided to PLA and a number of its subsidiaries by MBL (“the Debt”) is greater than AU$21.2 million, in addition to the Initial Shares, the payment of any excess to MBL in cash; and

(b) if the quantum of the debt is below AU$21.2m, the cash to be paid and the number of Initial Shares) will  be reduced as follows:

• 50% of the deficiency in cash; and

• that number of Ordinary Shares representing the amount of 50% of the deficiency at 9 pence per Ordinary Share (at the GBP:AUD exchange rate on the dealing day immediately preceding the  Completion Date).

Note:Upon the receipt of the cash and Jubilee ordinary shares contemplated at (a), (b) or (c) above, the debt will be released on the basis that it has been settled and paid in full, and the securities given by PLA in favour of  MBL  will be discharged.

MBL is a public shareholder and is not a related party in terms of the Listings Requirements.

The Specific Issue of shares is subject the passing of an ordinary resolution achieving a 75% majority of votes cast in favour of such resolution by Jubilee shareholders in general meeting, excluding any parties and their associates participating in the Specific Issue.

ORDINARY RESOLUTION NUMBER 4

That the distribution, pursuant to the terms of the creditors’ trust (“the Trust”) created by the creditors’ trust deed in relation to Platinum Australia Limited (“PLA”), by Bryan Hughes (Managing Director of Pitcher and Partners, the appointed administrators to PLA) (“the Trustee”) of AU$918 065 cash to be provided by Jubilee pursuant to the Scheme of Arrangement entered into between Jubilee and Platinum Australia (“the Trust Fund”), which is to be received by the Trustee, and the direction by the Trustee to the Company to issue ordinary shares of 1 pence each in the capital of the Company (“Ordinary Shares”) to ordinary unsecured creditors of PLA, as follows:

• firstly, and in priority to all other distributions, reimbursement and payment of both the deed administrator’s and Trustee’s remuneration, costs, expenses and disbursements (estimated to be AU$250 000); and

• priority Creditors (ie PLA employees) will receive 100 cents in the dollar cash in compromise of their admitted claims (estimated to be AU$452 491);

• up to the first AU$15 000 of their claim in cash (estimated to be AU$215 574) (subject to downwards adjustment in the event additional claims are realised and adjudicated, or current admitted claims are adjusted for a value greater than ascribed) (the “Cash Amount”); and

• for those ordinary unsecured creditors that have admitted claims in excess of the Cash Amount, the Trustee will direct Jubilee to issue directly to those ordinary unsecured creditors, that number of Jubilee shares (N) calculated as follows (rounded up to the nearest Jubilee share):

be and is hereby approved.

Note:For the benefit of ordinary unsecured creditors being all unsecured creditors other than Priority Creditors (Unsecured Creditors), each ordinary unsecured creditor with an admitted claim will receive (in respect of  their admitted claims):

N = The lesser of:

(Unsecured Creditor Shares x Specified Proportion)

and

(Excess Amount/Jubilee Share Price)

Where:

Unsecured Creditors’ Shares has the meaning given above;

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Specified Proportion, in respect of an ordinary unsecured creditor, means the proportion the ordinary unsecured creditors’ adjudicated claim represents to the total amount of ordinary unsecured creditors’ admitted claims;

Excess Amount, in respect of an ordinary unsecured creditor, means the amount by which the ordinary unsecured creditor’s claim exceeds the Cash Amount (in Australian dollars); and

Jubilee Share Price means 10.9 pence, converted into Australian dollars at the GBP:AUD exchange rate on  the date immediately preceding the Completion date.

ORDINARY RESOLUTION NUMBER 5

That any one executive director of the Company and/or the Company Secretary, be and are hereby authorised to sign all such documents and to do all such things and matters as may be necessary for or incidental to the implementation of the resolutions passed at the same General Meeting as that at which this ordinary resolution number 5 is being proposed.

VOTING AND PROXIES

On a show of hands every shareholder present in person or by proxy or represented, shall have one vote and on a poll every shareholder present in person or by proxy or so represented shall have one vote for every ordinary share held by such shareholder.

The necessary form of proxy accompanies this notice. A shareholder entitled to attend and vote at the general meeting may appoint one or more proxies to attend, speak and vote in place of such shareholder. A proxy so appointed need not be a shareholder of the Company. Duly completed form of proxy must be lodged with the transfer secretaries at the address below to be received by no later than 11:00 on Thursday, 23 May 2013.

Shareholders who have dematerialised their Jubilee ordinary shares, other than those shareholders who have dematerialised their ordinary shares with “own-name” registration, should contact their CSDP or broker in the manner and time stipulated in their agreement:

• to furnish them with their voting instructions; and

• in the event that they wish to attend the meeting, to obtain the necessary authority to do so.

By order of the Board

Leon CoetzerChief Executive Officer

26 April 2013

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Jubilee Platinum Plc(Registration number: 4459850)

JSE code: JBL AIM code: JLP ISIN: GB0031852162

(“Jubilee” or “the Company”)

REVISED LISTING PARTICULARSThese revised listing particulars are not an invitation to the public to subscribe for Jubilee ordinary shares but have been prepared in compliance with the Listings Requirements for the purpose of providing information to the public with regards to Jubilee because the Company will, as a result of the Acquisition as described in more detail in the attached circular, be issuing more than 25% of its present issued ordinary share capital.

These revised listing particulars have been prepared on the assumption that the resolutions proposed in the notice of general meeting forming part of the attached circular will be passed at the general meeting of Jubilee shareholders to be held on Tuesday, 28 May 2013 and have been implemented.

The definitions and interpretations commencing on page 5 of the accompanying circular apply, mutatis mutandis, throughout these revised listing particulars including this cover page.

At the last practicable date, the share capital of Jubilee comprised 500 000 000 authorised ordinary shares with a par value of 1 pence each of which 346 304 575 ordinary shares with a nominal value of GBP 3 463   046 were in issue. Share premium relating to the ordinary shares amounted to GBP 95 034 565. After giving effect to the Acquisition and the Specific Issue, the share capital of Jubilee as enlarged will comprise unlimited authorised ordinary shares with a par value of 1 pence each of which 635 098 052 ordinary shares with a total nominal value of GBP6 35 0 981 will be in issue. Share premium relating to the ordinary shares will amount to GBP118 572 860 assuming an issue price of 9 pence per share to PLA as at the date of preparing the pro forma financial effects of the Transaction. The additional Jubilee ordinary shares will rank pari passu in all respects with the existing ordinary shares in issue. No subsidiaries of Jubilee Group hold any of the issued ordinary share capital of Jubilee as treasury shares.

The Directors, whose names appear on pages 107 to 110 of these revised listings particulars, collectively and individually accept full responsibility for the accuracy of the information given in these revised listings particulars and certify that, to the best of their knowledge and belief, there are no facts the omission of which would make any statement in these revised listings particulars false or misleading and that they have made all reasonable inquiries to ascertain such facts and that these revised listings particulars contains all information required by South African law and by the Listings Requirements.

The sponsor, attorneys, transfer secretaries, competent person and reporting accountant and auditors have consented in writing to act in the capacities stated and to their names being included in these revised listing particulars and have not withdrawn their written consent to the issue of these revised listing particulars prior to the publication of these revised listing particulars.

Sponsor Independent reporting accountants and auditors

Attorneys Competent person

Date of issue: 26 April 2013

The circular to which these revised listing particulars are attached is available in English only. Copies may be obtained during normal business hours from the registered office of the sponsor, the South African transfer secretaries and the United Kingdom registrars whose addresses are set out in the “Corporate information and advisors” section of this circular. These documents will be available from [date of posting] until Friday, 10 May 2013, both days inclusive. The circular will also be available in electronic form from the Company’s website: www.jubileeplatinum.com from 9 April 2013.

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CORPORATE INFORMATION AND ADVISORS

The “Corporate information and advisors” section is set out on the inside front cover of the circular, to which circular these revised listing particulars are attached apply, mutatis mutandis, to these revised listing particulars.

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TABLE OF CONTENTS

Page

CORPORATE INFORMATION AND ADVISORS 1 66

PART A: THE BUSINESS OF JUBILEE

1. Incorporation, history and nature of business 169

2. Prospects 169

PART B: FINANCIAL INFORMATION

3. Historical financial information 171

4. Material capital commitments, lease payments and contingent liabilities 171

5. Material loans 1 71

6. Dividends and dividend policy 172

7. Material changes 1 72

8. Working capital 1 72

PART C: DIRECTORS AND SENIOR MANAGEMENT

9. Directors 1 73

10. Directors’ declarations 1 76

11. Directors of major subsidiaries and senior management 1 77

12. Qualification, remuneration, borrowing powers and appointment of directors 178

13. Interests of directors 1 78

14. Corporate governance 1 78

PART D: SHARE CAPITAL

15. Authorised and issued share capital 1 79

16. Alterations to share capital 1 79

17. Commissions 180

18. Rights attaching to shares 180

19. Control of share capital 180

20. Major shareholders 1 80

21. Share option plan 1 80

PART E: GENERAL INFORMATION

22. Major subsidiary companies 1 81

23. Principal immovable property 1 81

24. Royalties 1 81

25. Promoters 1 81

26. Vendors 1 81

2 7. Material contracts 1 81

2 8. Litigation statement 181

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Page

2 9. Interests of the competent person 182

30. Directors’ responsibility statement 182

3 1. Experts’ Consents 182

3 2. Documents available for inspection 182

3 3. Estimated expenses 182

ANNEXURES

Annexure A Extracts from the historical financial information of Jubilee 1 83

Annexure B Extracts from the articles of association 240

Annexure C Other directorships 246

Annexure D Corporate governance 2 50

Annexure E Details of major subsidiaries 2 5 6

Annexure F Details of principal immovable property owned or leased 2 5 7

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PART A: THE BUSINESS OF JUBILEE

1. INCORPORATION, HISTORY AND NATURE OF BUSINESS

Jubilee shareholders are referred to the circular, to the section entitled “Corporate information and advisors” for the date and place of incorporation of Jubilee and PLA, respectively. Jubilee shareholders are further referred to the circular to paragraph 5 for information relating to PLA and to paragraph 6 for information relating to Jubilee for the history and nature of business of the companies.

Save for the Transaction and as disclosed in abovementioned sections of the circular, there have been the  following material changes in the business of Jubilee during the past five years.

• On 29 October 2009, a scheme of arrangement under Part 26 of the Companies Act 2006 (the “Braemore Scheme”) to implement the acquisition by Jubilee of the entire issued and to be issued share capital of Braemore Resources plc (“Braemore”) became effective in accordance with its terms and the Acquisition has been completed. The High Court of Justice in England and Wales (the “Court”) made an order (the “Court Order”) sanctioning the Braemore Scheme and confirming the associated reduction of capital. The Court Order was delivered to the Registrar of Companies in England and Wales and was registered on 29 October 2009.

• On 7 August 2009, Jubilee announced a placing by finnCap of 44 166 666 new shares (the “Placing Shares”) for cash to raise GBP13.25 million (the “Placing”). The Placing was conditional, inter  alia, on the acquisition by Jubilee of the entire issued and to be issued share capital of Braemore. In  consequence  of the Scheme becoming effective, this condition was met.

Following the Braemore Scheme becoming effective, 89 107 183 new Jubilee ordinary shares were issued, comprising 44 940 517 new Jubilee ordinary shares issued to former Braemore Shareholders on the UK Register at the Scheme Record Time (the “New UK Jubilee Shares”) and 44 166 666 Placing Shares were issued pursuant to the Placing.

• On 4 October 2011, received, on behalf of Tjate Platinum Corporation (Pty) Limited (Tjate), in which Jubilee is a shareholder, a formal offer (“Offer”) from a major mining company to acquire from Tjate for ZAR75 million (c. GBP5.95 million at current exchange rates) in cash, Tjate’s Quartzhill farm (“Quartzhill”), which is a portion of Tjate’s Platinum Project. The Tjate platinum project comprises three contiguous farms Dsjate, Fernkloof and Quartzhill. Quartzhill, which lies to the northwest of Tjate’s projected first mine area, comprises only the Dsjate farm. The Tjate project is well located relative to major mining companies. Other than the cash that Tjate would receive as a result of this Offer, the effect of the transaction on the value of the assets of Jubilee is not considered material. The Offer, which Jubilee will be recommending to Tjate shareholders, is subject to one last condition precedent being the approval of the Department of Mineral Resources (DMR).

The business of Jubilee, including its subsidiaries or any part thereof, is not managed or proposed to be managed by a third party under a contract or arrangement.

There is no government protection and no investment encouragement law affecting the business of the Enlarged Group.

2. PROSPECTS

The Enlarged Group forms a fully integrated platinum mining company that is funded to bring the shallow operational Smokey Hills mine back into full production. The Enlarged Group’s pipeline of platinum projects combines both short term, shallow assets in Kalplats and Rooderand with the world class large Tjate platinum asset. This enables the Enlarged Group to react in line with the improving platinum markets by focusing initially on the exploitation of the smaller shallow resources, requiring relatively smaller capital to bring the projects into production while continuing with the feasibility study of the corner stone Tjate project for the longer term.

The proposed structure for the transaction ensures that the Enlarged Group is funded to resume production at its Smokey Hills mine. The Enlarged Group is expected to generate positive cash flows from the operations within the first eight months of operation which enables the Enlarged Group to continue investment into its project pipeline from self-generated funds.

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The Enlarged Group’s mining and exploration projects are significantly enhanced by Jubilee’s ability to further beneficiate concentrates from these projects through its smelting and refining ability underpinned by the exclusive ConRoast process. The combination of both large long-term assets with smaller, shallow near-term assets, requiring relatively low capital to bring to operation, ensures that the current operational assets within the enlarged group are supported by a strong pipeline of assets that are capable of driving the growth in the Enlarged Group in the near term. The combination of these shallow smaller projects with the larger Tjate project ensures that the Enlarged Group holds a robust project pipeline able to accelerate the projects in line with the improving platinum market.

The Transaction will propel Jubilee Platinum into a fully integrated, operational platinum mining company underpinned by Jubilee’s current asset portfolio and complemented by the near-term shallow platinum projects currently held by PLA, offering both short-term and long-term growth of the current operations.

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PART B: FINANCIAL INFORMATION

3. HISTORICAL FINANCIAL INFORMATION

Extracts from the audited historical financial statements of Jubilee for the three financial years ended 30 June 2012, 30 June 2011 and 30 June 2010 are set out in Annexure A to these revised listing particulars.

Shareholders are referred to the circular, to paragraph 4.5 for details of the unaudited pro forma financial information and effects of Jubilee as after giving effect to the Transaction.

4. MATERIAL CAPITAL COMMITMENTS, LEASE PAYMENTS AND CONTINGENT LIABILITIES

a. Material capital commitments

There are no outstanding commitments not provided for in the financial statements of the Enlarged Group as at 30 June 2012 other than:

Capital commitments – PLA

Capital expenditure contracted for at the reporting date but not recognised as liabilities is as follows:

30 Jun 12AU$’000

30 Jun 11AU$’000

30 Jun 10AU$’000

Mining Property

Payable within one year 677 221 3 131

Later than one year but not later than five years – – –

Later than five years – – –

677 221 3 131

b. Lease payments

The Enlarged Group will not have any material lease payment obligations at the Completion Date.

c. Contingent liabilities

Other than listed in paragraphs 5.5 and 6.7 of this circular the Enlarged Group has no contingent liabilities as at the past practicable date.

Details of the litigation/potential litigation for PLA and Jubilee, respectively, are provided in paragraph 5.5 and 6.7 of the circular.

5. MATERIAL LOANS

a. Material borrowings

Details of material loans to the PLA Group and the Jubilee Group are provided in paragraphs 5.3 and 6.4 and Annexures 7 and 8 of the circular, respectively.

b. Loans to directors

No loans have been made or security furnished to the Directors as at the last practicable date.

c. Material intercompany loans

Details of all material intercompany loans by PLA and Jubilee (the Enlarged Group) as at the last practicable date are set out in Annexures 7 and 8 of the circular, respectively.

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6. DIVIDENDS AND DIVIDEND POLICY

The current dividend policy adopted by the Directors is not to declare any dividends in the short term. The Enlarged Group will use cash from operations to fund ongoing and new potential projects until such time as sufficient cash is available to consider payment of dividends. The dividend policy will be reviewed by the Directors from time to time in light of the then prevailing business circumstances and cash requirements of Jubilee.

In accordance with the articles of association, the declaration of a dividend is at the discretion of the Directors. Any dividends not claimed within three years of being payable will be forfeited in favour of  Jubilee.

There are no arrangements under which future dividends are waived or agreed to be waived.

No dividends were declared or paid by the Company in the past three years.

The provisions of the articles of association of Jubilee relating to dividends are set out in Annexure C to  these revised listing particulars.

7. MATERIAL CHANGES

Details of material changes to the financial or trading position of the PLA Group and the Jubilee Group are  provided in paragraphs 5.4 and 6.5 of the circular, respectively.

8. WORKING CAPITAL

The working capital statement required from the Directors in terms of the Listings Requirements, is  contained in paragraph 6.6 of the circular to which these revised listing particulars are attached.

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PART C: DIRECTORS AND SENIOR MANAGEMENT

9. DIRECTORS

The full names, positions, dates of appointment, ages, nationalities, business addresses, qualifications and experience of the Directors are set out below:

Name Colin BirdPosition Non-executive ChairmanDate appointed July 2002Age 68Nationality BritishBusiness address 1 Larchwood Glade

Camberley, SurreyGU15 3UW; United Kingdom

Qualifications HND Mining Engineering; Chartered Engineer; Fellow of the Institute of Mining and Metallurgy; Certified Mine Manager United Kingdom and South Africa

Experience Colin Bird has a Higher National Diploma in Mining Engineering, is a Fellow of the Institute of Materials, Minerals and Mining and a UK Chartered Engineer. He also holds a UK and South African Mine Managers Certificate for coal mines. The formative part of his career was spent in the UK coal mining industry and thereafter he moved to the Zambian copper belt and then to South Africa to work in a management position with Anglo Coal and BP Coal. On his return to the UK he was Technical and Operations Director of Costain Mining Limited, which involved responsibility for coal operations in the UK, Venezuela and Spain. In addition to his coal mining activities he has been involved in the management of Nickel, Copper, Gold and other diverse mineral operations. He has founded and floated several public companies in the resource sector and served on resource company boards in the UK, Canada and South Africa.

Name Leon CoetzerPosition Chief Executive OfficerDate appointed August 2009Age 43Nationality South AfricanBusiness address Unit 8, Block B, 1st Floor

Stoney Ridge Office ParkPaulshof, 2068

Qualification BSc (Chemical Engineering), University of StellenboschExperience Leon is a qualified chemical engineer. Before joining Jubilee, he was employed

for 20 years within the Anglo American plc stable, of which 16 years were spent at Anglo Platinum. His last position was Head of Process Control and Instrumentation where he defined and managed the automation and process control strategy for Anglo Platinum. The programme has established itself as a recognised world leader in its field. He was a member of the Executive Process Committee, the Research and Development Council, and advisor to the asset optimisation initiative at Anglo Platinum. Throughout his career, he has managed both technical and production units of large operations, including both platinum concentrators and smelters, and was selected to partake in Anglo American’s global leadership programme. He is a member of the advisory Board of the process engineering faculties at both the University of Pretoria and the University of Stellenbosch and is also a member of the South African Institute of Mining and Metallurgy, and a member of the South African Institute of Directors.

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Name Andrew SarosiPosition Executive DirectorDate appointed January 2006Age 72Nationality South AfricanBusiness address 6 Queens Road

PlymouthPL4 7PJ; United Kingdom

Qualification BSc; MSc Eng (Rand); MIMMExperience Andrew Sarosi is a mineral processing engineer and consultant with 35 years’

experience in developing, managing, commissioning and troubleshooting in gold and silver ore, tungsten, tin, copper and zinc ore processing plants in Saudi Arabia, Ethiopia, South Africa and the United Kingdom. Andrew is currently a consultant to the mineral resources industry and an advisor to Lion Mining Finance Limited. Between 1959 and 1969 he was employed by Gold Fields Limited South Africa and from 1969 to 1976 he worked for Gold Fields in London. Between 1978 and 1985 Mr Sarosi was the senior metallurgist at Amax Hemerdon Limited. Between 1986 and 1988 and then between 1990 and 1995 he was the commissioning engineer and mill superintendent at Mahd Ad’ Dahab Mine in Saudi Arabia. In the interim from 1988 to 1990 he was a metallurgical advisor and representative commissioning engineer at Mackay and Schnellmann Limited. From 1996 he embarked on a career as an independent consultant and in August 2002 he was appointed as a Technical Manager of Jubilee and was subsequently appointed as the Technical Director in January 2006.

Name Eduard VictorPosition Financial DirectorDate appointed September 2008Age 46Nationality South AfricanBusiness address Unit 8, Block B, 1st Floor

Stoney Ridge Office ParkPaulshof, 2068

Qualifications BCom Accounting Science (University of South Africa)Experience Eduard is currently Finance Director for Jubilee. After serving his traineeship

with Malan & Du Preez and six years’ accounting experience, he became the Financial Manager of Harmony Gold Mining Company Limited. He is also the former Executive Business Manager of Pan African Resources plc. Eduard joined the Jubilee team in September 2008.

Name Dr Mathew PhosaPosition Non-executive Vice-chairmanDate appointed November 2009Age 60Nationality South AfricanBusiness address Eveni Investments

Culross CourtSouth Block1 Ealing CrescentBryanston

Qualifications BProc (UNIN), Hon Doctorate in Law (Boston, USA)

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Experience Dr Phosa is an attorney by profession, and was one of the first four members of the African National Congress (ANC) to enter South Africa in 1990 from exile to start the process of negotiations with the then National Party Government. He subsequently served as Premier of Mpumalanga from 1994 to 1999 where he pioneered planning interaction between the private sector and government. He serves on the national Executive Committee of the ANC, is Treasurer General of the ANC and currently holds chairman, vice-chairman and Board member duties for over 10 prominent companies, including Vuka Forrest Holdings Pty Limited, University of South Africa, Value Logistics and Command Holdings. Dr Phosa plays a vital role in realising the companies’ business strategies, particularly with regard to integrating previously disadvantaged persons into the economic framework of South African businesses.

Name Christopher MolefePosition Non-executive DirectorDate appointed September 2004Age 64Nationality South AfricanBusiness address 10 10th Avenue

Houghton EstateJohannesburg

Qualifications BComm (UNIN); Post-graduate Diploma (UCT)Experience Christopher was formerly the Chief Executive of Royal Bafokeng Resources

(Pty) Limited and is presently the Non-executive Chairman of Merafe Resources Limited and a Non-executive Director of Capital Oil (Pty) Limited, both in South Africa. He has held several positions in Corporate Banking and industry for the previous 20 years. He commenced his career as Group Human Resource Manager at Union Carbide Africa Corporation. His subsequent positions include; Manager of Corporate Affairs at Mobil Oil Southern Africa (Pty) Limited; an Executive Director at Black Management Forum; a Financial Analyst at Chase Manhattan Bank; the Marketing Manager at African Bank Limited; an Executive Manager at Transnet (Propnet) (Pty) Limited; and an Executive Director at Dipapatso Media (Pty) Limited.

Subject to the implementation Scheme and Jubilee shareholder approval, PLA has nominated the following two individuals to the Board of the Enlarged Group.

Name John LewinsPosition Non-executive DirectorDate appointed Effective DateAge 56Nationality AustralianBusiness address Unit 8, Block B, 1st Floor

Stoney Ridge Office ParkPaulshof, 2068

Qualifications NDT (Extractive Metallurgy) (Wits); BSc (Hons) Mineral Engineering (University of Leeds); Graduate Diploma of Management (University of Queensland)

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Experience John is a Mineral Engineer with over 30 years’ experience in the Mining Industry who has worked in Africa, Australia, Asia and the Former Soviet Union. He has extensive experience in managing the development of mining projects from Feasibility Studies through construction to successful operations.

In Australia he was responsible for the development and operations management of three Gold Mines and the McArthur River Lead – Zinc Mine while with MIM Holdings. His other experience includes the development of a Copper SX/EW operation in Mongolia and a Gold Mine in Armenia as well as numerous gold and base metal studies in various parts of the World.

He joined Platinum Australia in October 2000 and as Managing Director of Platinum Australia, Mr Lewins has been responsible for the development of the Smokey Hills Platinum Mine in South Africa, as well as the acquisition of the Company’s interest in the Kalplats and Rooderand Projects.

He is also the co-inventor of the “Panton Process”, an innovative PGM recovery process for the treatment of refractory ores, capable of producing a high grade concentrate suitable for direct feed to a refinery.

Name Gavin FergusonPosition Chief Operating OfficerDate appointed Effective DateAge 45Nationality South AfricanBusiness address Unit 8, Block B, 1st Floor

Stoney Ridge Office ParkPaulshof, 2068

Qualifications BTech Mining Engineering Degree (University of SA), Graduate Diploma in Mining Engineering (Curtin University, Western Australia), SA Mine Managers and Mine Overseers Government Certificates of Competency, Development Programme in Labour Relations (Unisa School of Business Leadership).

Experience A mining engineer with over 24 years’ experience in the South African and Australian mining industry having commenced a mining career with Anglo American Corporation in the Gold and Uranium Division. Gavin held senior operational and project management roles with AngloGold Ashanti, Anglo Platinum, Newmont Asia Pacific, Platinum Australia Limited and two major contracting companies with experience in project feasibility, development and execution.

The audit committee of Jubilee has considered and satisfied itself as to the appropriateness of the expertise and experience of the financial director.

The Board has considered and satisfied itself as to the competence, qualifications and experience of Capita Registrars whose business has, inter alia, included the provision of company secretarial services to listed companies for many years. The Board believes that the Company Secretary will be able to provide the Board with the requisite support for its efficient functioning and discharge of its duties. In accordance with the recommendations of King III, the Company Secretary is not also a director of Jubilee and will maintain an arm’s-length relationship with the Company due to the fact that it is a firm run independently from Jubilee. The Company Secretary will be subjected to an annual evaluation by the Board.

Details of all companies and partnerships of which any Director has been a director or partner at any time is set out in Annexure C to these revised listing particulars.

10. DIRECTORS’ DECLARATIONS

None of the Directors mentioned in paragraph 9 above have:

• ever been convicted of an offence resulting from dishonesty, fraud or embezzlement;

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• ever been put into liquidation or be placed under judicial management or had an administrator or other executor appointed during the period when the director was (or within the preceding 12 months had been) one of its directors, or alternate directors;

• ever been declared bankrupt or sequestrated in any jurisdiction and not been rehabilitated;

• at any time been a party to scheme or arrangement or made any other form of compromise with their creditors;

• ever been found guilty in disciplinary proceedings by an employer or regulatory body, due to dishonest activities;

• ever been involved in any receiverships, compulsory liquidations or creditors voluntary liquidations;

• ever been barred from entry into a profession or occupation;

• ever been convicted in any jurisdiction of any criminal offence or of an offence under legislation relating to the Companies Act;

• been removed from an office of trust, on the grounds of misconduct, involving dishonesty; and

• been given an order granted by court declaring the person delinquent or placing the person under probation in terms of section 162 of the Companies Act and/or section 47 of the Close Corporations Act, 69 of 1984 or if the person was disqualified by a court to act as a director in terms of section 219 of the Companies Act, 61 of 1973.

All the Directors appointed in 2002 or later have submitted their completed director’s declarations in  compliance with Schedule 21 of the Listings Requirements.

11. DIRECTORS OF MAJOR SUBSIDIARIES AND SENIOR MANAGEMENT

a. Directors of major subsidiaries

The directors of major subsidiaries of Jubilee are also directors of Jubilee. Details of all companies and partnerships of which any director of a major subsidiary has been a director or partner at any time is incorporated in Annexure C to these revised listing particulars.

b. Senior management

The full names, positions, dates of appointment, ages, nationalities, business addresses, qualifications and experience of the Company’s senior management are set out below:

Name Carina de BeerPosition Chief Financial OfficerAppointed March 2013Age 42Nationality RSABusiness address First Floor, Stoney Ridge Office Park, Cnr Witkoppen and Waterford

Roads, Paulshof, Bryanston, 2021Qualification CA(SA)Experience Carina is a Chartered Accountant (SA). She completed her articles with

PricewaterhouseCoopers. Carina has 13 years’ experience in corporate financial management and reporting, company secretarial practice, compliance and corporate governance. Carina has served as an executive member of a number of JSE-listed entities. She is a member of the Institute of Directors as well as the South African Institute for Chartered Accountants. She also has five years’ experience in the mining industry including oil and gas, coal and other elements. Carina was Finance Director of JSE-listed Miranda Mineral Holdings prior to joining Jubilee as Chief Financial Officer.

The senior managers of Jubilee do not or have not held any directorships and have not been partners in any partnerships within the five years prior to the last practicable date.

178

12. QUALIFICATION, REMUNERATION, BORROWING POWERS AND APPOINTMENT OF DIRECTORS

a. Extracts from the articles of association relating to Directors

The relevant provisions of the articles of association concerning the qualification, remuneration, borrowing powers and appointment of the Directors are set out in Annexure B to these revised listing particulars.

b. Borrowing powers

The Directors’ borrowing powers have not been exceeded during the past three years and may only be varied by way of a special resolution passed by the shareholders of Jubilee in general meeting.

The borrowing powers of Jubilee and its subsidiaries are subject to exchange control or other regulatory restrictions as and when applicable.

c. Directors’ emoluments

Details of Directors’ emoluments are provided in paragraph 6.3.1 of the circular.

No fees have been paid or accrued as payable to a third party in lieu of directors’ fees.

No monies have been paid or agreed to be paid, within the three years preceding the last practicable date, to any Director or to any company in which he is beneficially interested, directly or indirectly, or of which he is a director, or to any partnership, syndicate or other association of which he is a  member, in cash or securities or otherwise, by any person either to induce him to become or to qualify him as a director.

d. Directors’ service contracts and restraints of trade

Details of Directors’ service contracts and restraints of trade are provided in paragraph 6.3.5 of the circular.

13. INTERESTS OF DIRECTORS

a. Directors’ interests in shares and share options

Details of Directors’ interests in shares are provided in paragraphs 6.3.2 and 6.3.3 of the circular.

b. Directors’ interests in transactions

Details of Directors’ transactions are provided in paragraph 6.3.4 of the circular.

14. CORPORATE GOVERNANCE

Jubilee is committed to the principles of openness, integrity and accountability in its dealings with all  stakeholders and supports the recommendations of the King III.

Extracts of the corporate governance policies adopted by Jubilee are set out in Annexure D to these revised listing particulars.

179

PART D: SHARE CAPITAL

15. AUTHORISED AND ISSUED SHARE CAPITAL

Details of authorised and issued share capital are provided in paragraph 6.2.1 of the circular.

In addition to its listing on the JSE, Jubilee ordinary shares have been admitted to trading on AIM. Pursuant  to the Transaction Jubilee’s ordinary shares will also be listed to trade on the ASX in the form of Jubilee CDIs.

Jubilee has not issued any debentures as at the last practicable date.

16. ALTERATIONS TO SHARE CAPITAL

a. Increases in authorised share capital

Save as proposed in the circular there have been no increases to the authorised ordinary share capital of Jubilee and its subsidiaries during the three years preceding the last practicable date.

b. Consolidation and subdivision of shares

There have been no consolidations or subdivisions of Jubilee and its subsidiaries ordinary shares during the three years preceding the last practicable date.

c. Share issues, offers and repurchases

Save as disclosed in the circular in relation to the Acquisition and the Specific Issue, Jubilee and its subsidiaries have issued the following ordinary shares during the three years preceding the last  practicable date:

– on 17 August 2010, 850 798 ordinary shares at 30.5 pence per share in consideration for  preference shares in K-Plats Pty Limited;

– on 22 December 2010, 1 222 004 ordinary shares at 31 pence per share to CVMR Inc. in  consideration for a feasibility study;

– on 13 October 2011, 31 585 714 ordinary shares at 14 pence per share in terms of a placing of  its  shares;

– on 19 October 2012, 25 098 405 ordinary shares at 8.55 pence per share in terms of a placing of its shares to major institutional investors and to increase its holding in PowerAlt by 7.6%;

– on 14 December 2012, 7 913 799 ordinary shares at 7.25 pence per share in terms of a general issue of shares for cash to Yorkville Advisors to raise working capital;

– on 18 January 2013, 15 757 576 ordinary shares at 9.00 pence per share in terms of a general issue of shares for cash to Yorkville Advisors to raise working capital;

– on 18 January 2013, 538 805 ordinary shares at 9.00 pence per share to AVACAP to settle advisory fees;

– on 29 January 2013, 7 679 730 ordinary shares at 8.05 pence per share in terms of a placing of its shares to increase its holding in PowerAlt by a further 9.5%; and

– on 27 February 2013, 1 194 455 ordinary shares at 7.86 pence per share in terms of a placing of its shares to increase its holding PowerAlt by a further 1.9% bringing its total shareholding in  PowerAlt to 70%.

There have been no repurchases of ordinary shares by Jubilee and its subsidiaries during the three  years preceding the last practicable date.

180

17. COMMISSIONS

No commissions or consideration, including underwriting commission, in respect of the allotment or issue of ordinary shares has been paid by Jubilee in the three years preceding the last practicable date.

18. RIGHTS ATTACHING TO SHARES

The provisions of the articles of association of Jubilee relating to the voting rights, rights to dividends, redemption rights, rights on liquidation and variation of rights attaching to shares are set out in Annexure B.

All of the authorised and issued Jubilee ordinary shares are of the same class, rank pari passu with each other in all respects and are fully paid and transferable. Accordingly, no share has any special right to dividends, capital or profits of Jubilee. No share has any preferential voting, exchange or conversion rights. The rights attaching to Jubilee ordinary shares may only be varied by a special resolution passed by the requisite majority of Jubilee shareholders at a general meeting.

In accordance with the articles of association, at a general meeting of the shareholders of Jubilee every shareholder present in person or by proxy, shall have one vote on a show of hands, and on a poll every person present in person or by proxy shall have one vote per share held or represented.

Other than in terms of the Jubilee share option scheme, there are no contracts or arrangements in place giving options or preferential rights to subscribe for Jubilee ordinary shares.

The relevant provisions of the articles of association relating to voting procedures at general meetings, rights attaching to shares, the power to issue shares and the variation of rights are set out in Annexure B to these revised listing particulars.

19. CONTROL OF SHARE CAPITAL

The authorised but unissued ordinary shares of Jubilee are under the control of the Directors until the next annual general meeting.

The Directors are authorised to grant options in terms of the Jubilee share option scheme as set out in  Annexure E to these revised listing particulars

20. MAJOR SHAREHOLDERS

Details of major shareholders are provided in paragraph 6.2.3 of the circular. There is no controlling shareholder nor has there been one for the past five years.

21. SHARE OPTION PLAN

The full text of the existing share option plan of Jubilee is set out in Annexure E to these revised listing particulars. The issue of any further options under the existing share option has been suspended.

181

PART E: GENERAL INFORMATION

22. MAJOR SUBSIDIARY COMPANIES

Details of Jubilee’s major subsidiary companies are set out in Annexure E to these revised listing particulars.

23. PRINCIPAL IMMOVABLE PROPERTY

a. Principal immovable property owned or leased

Details of the principal immovable properties owned or leased by Jubilee and its subsidiaries as at the last practicable date are set out in Annexure F to these revised listing particulars.

b. Material acquisitions and disposals of property

Save for the Acquisition, there have been no material acquisitions or disposals within the three years preceding the last practicable date.

24. ROYALTIES

There are no existing or proposed material contracts relating to royalties or secretarial or technical fees payable by Jubilee or any of its subsidiaries.

25. PROMOTERS

There were no payments made to promoters within the three years prior to the last practicable date. No promoter (including any Director) had any material beneficial interest, direct or indirect, in the promotion of Jubilee or any property acquired or proposed to be acquired by Jubilee during the three years preceding the last practicable date.

26. VENDORS

Details of the vendors of the PLA shares have been set in paragraph 4.2.2 of the circular. There are no  other vendors of material assets in the three years preceding the last practicable date.

2 7. MATERIAL CONTRACTS

Details of material contracts of the PLA Group and the Jubilee Group are provided in paragraphs 5.6 and  6.8 of the circular, respectively.

2 8. LITIGATION STATEMENT

Details of the litigation statement of the PLA Group and the Jubilee Group are provided in paragraphs 5.5 and 6.7 of the circular, respectively.

2 9. INTERESTS OF THE COMPETENT PERSON

The Competent Person has no direct or indirect beneficial interest nor had, within two years of the last practicable date:

(i) in any asset (including any right to explore for minerals) of Jubilee or of any asset that has been acquired or disposed of by, or leased to or by, Jubilee, including any interest in the consideration passing to or from Jubilee; and

(ii) in the share capital of Jubilee.

182

30. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors, whose names appear on pages 107 to 109 of these revised listings particulars, collectively and individually accept full responsibility for the accuracy of the information given in these revised listings particulars and certify that, to the best of their knowledge and belief, there are no facts the omission of which would make any statement in these revised listing particulars false or misleading and that they have made all reasonable inquiries to ascertain such facts and that these revised listing particulars contains all information required by South African law and by the Listings Requirements.

3 1. EXPERTS’ CONSENTS

Each of the advisors whose names appear in the “Corporate information and advisors” section of this circular, have given their consent and have not, prior to the last practicable date, withdrawn their written consent to the inclusion of their names in the form and context in which they appear in this circular.

3 2. DOCUMENTS AVAILABLE FOR INSPECTION

Details of the documents available for inspection in relation to the Transaction are provided in paragraph 13 of the circular.

3 3. ESTIMATED EXPENSES

It is estimated that Jubilee’s expenses relating to the Transaction will amount to approximately R2 802 820 (excluding VAT) as detailed in paragraph 12 of the circular.

SIGNED AT BRYANSTON FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF JUBILEE

Leon CoetzerChief Executive Officer

26 April 2013

183

Annexure A

EXTRACTS FROM THE HISTORICAL FINANCIAL INFORMATION OF JUBILEE

EXTRACTS FROM THE AUDITED CONSOLIDATED HISTORICAL FINANCIAL INFORMATION OF JUBILEE

A. BASIS OF PREPARATION

The statements of comprehensive income and the related notes for the three years ended 30 June 2012, 2011, 2010 and the statements of financial position, statements of changes in equity, cash flow statements and the related notes for the three years ended 30 June 2012 (collectively “the Historical Financial Information”) have been extracted, without adjustment from the audited statutory financial statements for the years ended 30 June 2012, 2011 and 2010 (“the Financial Statements”) of Jubilee Platinum Plc (“Jubilee” or “the Company”).

The Historical Financial Information of Jubilee was prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union and with those parts of the Companies Act, 2006 (“the Companies Act”) applicable to companies reporting under IFRS and were reported on  without qualification, but with the inclusion of a going concern emphasis of matter, by BDO LLP.

The Historical Financial Information is the responsibility of the Directors.

184

B. STATEMENTS OF COMPREHENSIVE INCOME

The statements of comprehensive income of Jubilee for the three years ended 30 June 2012, 2011 and 2010 are set out below:

Consolidated Notes

Audited2012£’000

Audited2011£’000

Audited2010£’000

Revenue 5 3 725 5 503 950

Cost of sales (3 532) (5 241) (458)

193 262 492Other income 500 – 1 615Administrative expenses (8 911) (6 772) (2 888)

Operating loss 6 (8 218) (6 510) (2 396)Finance income 7 249 149 168Finance cost 7 (583) (648) –

Loss before tax expense (8 552) (7 009) (2 228)Taxation income/(expense) 9 – (580) –

Loss for the year (7 880) (7 589) (2 228)

Other comprehensive (loss)/income

Exchange (loss)/gain on translation of foreign subsidiaries (6 844) 4 116 3 611

Total comprehensive loss for the year (14 724) (3 473) –Loss attributable to:Equity shareholders (6 783) (6 821) (2 228)Non-controlling interest (1 097) (768) –

(7 880) (7 589) (2 228)

Total comprehensive loss attributable to:

Equity shareholders (13 627) (2 705) 1 383Non-controlling interest (1 097) (768) –

(14 724) (3 473) 1 383

Loss per share

Basic and diluted loss per share (pence) 10 (2.43) (2.67) (1.35)

185

C. STATEMENTS OF FINANCIAL POSITION

The statements of financial position of Jubilee as at 30 June 2012, 2011 and 2010 are set out below:

Consolidated Notes

Audited2012£’000

Audited2011£’000

Audited2010£’000

ASSETS

Non-current assetsIntangible assets 11 81 917 88 222 80 706Property, plant and equipment 12 11 878 15 360 112

Total non-current assets 93 795 103 582 80 818

Current assetsTrade and other receivables 15 1 413 3 121 8 359Inventory 16 256 830 682Tax receivable 22 – –Cash and cash equivalents 3 1 063 2 007 12 997

Total current assets 2 754 5 958 22 038

Total assets 96 549 109 540 102 856

LIABILITIESNon-current liabilitiesOther financial liabilities 21 (1 164) (2 504) –Deferred tax 9 (17 502) (17 721) (16 575)

Total non-current liabilities (18 666) (20 225) (16 575)

Current liabilitiesLoans from related parties 23 (2 164) (1 280) –Contingent/Deffered consideration – – (1 400)Trade and other payables 17 (1 526) (2 575) (1 731)Deferred income 20 (202) – –Other financial liabilities 21 (873) (981) –Tax payable – (625) –

Total current liabilities (4 765) (5 461) (3 131)

Total liabilities (23 431) (25 686) (19 706)

Net assets 73 118 83 854 83 150

EQUITYShare capital 18 2 881 2 565 2 545Share premium 61 543 57 595 56 977Merger reserve 23 184 23 184 23 184Share-based payment reserve 19 4 896 5 171 3 005Currency translation reserve 7 659 14 503 10 387Retained deficit (27 840) (21 057) (12 948)

Total equity 72 323 81 962 83 150

Equity interest of non-controlling interests 795 1 892 –

Net equity 73 118 83 854 83 150

Net asset value per share (cents) 0.25 0.33 0.33Tangible net asset value per share (cents) (0.03) (0.02) –Number of shares in issue (‘000) 288 122 256 536 254 463

186

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187

E. CASH FLOW STATEMENTS

The cash flow statement of Sallies Limited for the years ended 30 June 2012, 2011 and 2010 is set out below:

Consolidated Notes

Audited2012£’000

Audited2011£’000

Audited2010£’000

Cash flows from operating activitiesLoss for the year before taxation (8 552) (7 009) (2 228)Adjustments for:Interest received 7 (249) (149) (168)Interest paid 7 583 648 –Depreciation 12 1 750 1 278 74Share-based payment 6 (275) 766 1 327Amortisation of intangibles 11 1 152 1 221 327Profit on sale of property, plant and equipment – – (11)

Operating loss before working capital changes (5 591) (3 245) (679)Working capital changes 1 233 (3 660) (9 085)

Decrease/(Increase) in inventory 574 (148) 241

Decrease/(Increase) in receivables 1 708 (2 191) 1 128

(Decrease) in payables (1 049) (1 321) (10 454)

Cash generated by operations (4 358) (6 905) (9 764)Interest received 7 249 149 168Interest paid 7 (583) (648) –Taxation paid – – –

Net cash from operating activities (4 692) (7 404) (9 596)

Cash flows from investing activitiesAcquisition of subsidiary, net of cash acquired 13 – (6 578) 223Proceeds from sale of property, plant and equipment – – 47Funding of deposit account for business combination – 7 652 (7 652)Purchase of intangible fixed assets 11 (80) (2 284) (888)Purchase of property, plant and equipment 12 (740) (1 472) (25)

Net cash used in investing activities (820) (2 682) (8 295)

Cash flows from financing activitiesIssue of shares and warrants 18 4 422 – 23 992Issue costs 18 (158) – (1 074)Deferred income 20 202 – –Loans advanced from shareholders 23 884 – –Repayment of other financial liabilities 21 (1 448) – –Acquisition of non-controlling interest 14 – (1 640) –

Net cash generated from financing activities 3 902 (1 640) 22 918

Net (decrease)/increase in cash and cash equivalents (1 610) (11 726) 5 027Cash and cash equivalents at beginning of the year 2 007 12 997 7 641Effects of foreign exchange on cash and cash equivalents 666 736 161

Cash and cash equivalents at the end of the year 1 063 2 007 12 829

188

F. NOTES TO THE FINANCIAL STATEMENTS

1. GENERAL INFORMATION

The Group and Company are principally engaged in exploration and exploitation of natural resources. Jubilee Platinum Plc is a publicly listed company incorporated in England and Wales and with operations in South African, Madagascar, Mauritius and Australia. The Company’s ordinary shares are traded on the JSE Limited in South Africa and the Alternative Investment Market (“AIM”) operated by the London Stock Exchange.

The Company’s registered offices are:

United Kingdom South Africa4th Floor Unit 8, Block B, 1st Floor2 Cromwell Place Stoney Ridge Office ParkLondon, SW7 2JE Corner Witkoppen and Waterford Place Paulshof, 2068

The Company has a dual primary listing on the AIM of the London Stock Exchange and JSE Limited (“JSE”).

2. ACCOUNTING POLICIES

The principal accounting policies are summarised below.

Basis of preparation

The financial statements are presented in Great British Pounds, rounded to the nearest thousand.

These financial statements have been prepared in accordance with IFRS and with those parts of the Companies Act, 2006 applicable to companies reporting under IFRS.

The consolidated annual financial statements have been prepared on the historical cost basis, except for financial instruments accounted for at their fair values, and incorporate the principal accounting policies set out below.

The accounting policies set out below have been applied consistently to all periods presented in  these consolidated financial statements.

Going concern

The financial period under review reflects a challenging financial period which included the construction, commissioning and slow ramp-up of the new Arc furnace at the Middelburg smelter operations. The post year-end results indicate an increase in revenues and reduced operational losses for the period following the commissioning and ramp up of the new Arc furnace. The overall net loss after tax for the full period under review was £7.880 million which includes £2.903 million in depreciation and amortisation charges. The Directors have prepared cash flow forecasts which indicate that the Company will require additional funding within the next 12 months in order to meet its commitments as they fall due and to continue funding the expenditure required to progress projects with near-term cash-generation potential.

The Board believes that it will be able to obtain further funding needed beyond that of the US$2 million Standby Equity Distribution Agreement (“SEDA”), which will allow it to seek potential acquisition opportunities in near-term mining projects and in support of the overall business and remains confident that it retains the continuing support from its major shareholders to provide additional funding should other sources not be forthcoming. However, the Directors appreciate that this lack of formal agreements mean there can be no certainty that the additional funding will be secured within the necessary timescale. Nevertheless, with the expectation of the Company formally agreeing new funding from its major shareholders and other financial investors, the Directors have a reasonable expectation that the Company has adequate resources to continue trading for the foreseeable future and have therefore concluded that it is appropriate to prepare the financial statements on a going concern basis.

189

These conditions indicate the existence of a material uncertainty which may cast doubt about the Company’s ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Company was unable to continue as a going concern.

New standards and interpretations

The annual financial statements have been drawn up on the basis of accounting standards, interpretations and amendments effective at the beginning of the accounting period.

Standards and interpretations

Standards and interpretations adopted in the current year

The Group and Company adopted the following statements and interpretations during the financial year with no significant financial impact:

IAS 24 – Related parties (effective 1 January 2011)

IFRIC 14 – The limit on a defined benefit asset, Minimum funding requirements and their interaction (effective 1 January 2011)

Significant standards and interpretations in issue but not yet effective

At the date of authorisation of these financial statements the following new and amended standards and interpretations were in issue but not yet adopted:

IFRS 7 Financial instruments: disclosures (effective 1 July 2013)

IFRS 9 Financial instruments (effective 1 January 2015)

IFRS 10 Consolidated financial statements (effective 1 January 2013)

IFRS 11 Joint arrangements (effective 1 January 2013)

IFRS 12 Disclosure of interest in other entities (effective 1 January 2013)

IAS 1 Presentation of financial statements (effective 1 July 2012)

IAS 16 Property, plant and equipment (effective 1 January 2013)

IAS 19 Employee benefits (effective 1 January 2013)

Consolidated and separate financial statements – consequential amendments resulting from the issue of:

IAS 27 IFRS 10, 11 and 12 (effective 1 January 2013)

IAS 28 Investments in associates and joint ventures (effective 1 January 2013)

IAS 32 Financial instruments: Presentation (annual improvements 2009 – 2011 cycle) (effective 1 January 2013)

IAS 34 Interim financial reporting (annual improvements 2009 – 2011 cycle) (effective 1 January 2013)

The Directors believe that neither the new nor the revised statements and interpretations will have a significant impact on the Group’s accounting policies.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those used by other members of the Group.

190

All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the minority’s share of changes in equity since the date of the combination. Losses applicable to the non-controlling interest in excess of the minority’s interest in the subsidiary’s equity are recorded as a debit to non-controlling interest regardless of whether there is an obligation in the part of the holders of non-controlling interests for losses.

Special purpose vehicles

Special purpose entities (“SPV”) are consolidated when the substance of the relationship between an entity and the SPE indicates that the SPE is controlled by that entity. Control may arise through the predetermination of the activities of the SPE (operating on “autopilot”) or otherwise. The non-controlling interest of consolidated SPE’s are identified separately from the Group’s equity therein. Although intercompany transactions are eliminated on consolidation the non-controlling interest recognised separately from the Group’s equity represents the full net asset value of the non-controlling interest in the SPE on the date of consolidation.

Business combinations

Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The cost of the business combination is measured as the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Any costs directly attributable to the business combination are charged to profit or loss. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3: Revised Business Combinations are recognised at their fair values at the acquisition date.

The interest of non-controlling shareholders in the acquiree is initially measured at the non-controlling shareholders proportion of the net fair value of the assets, liabilities and contingent liabilities recognised.

Goodwill

Goodwill represents the excess of the cost of a business combination over the interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired. Cost comprises the fair values of assets given, liabilities assumed and equity instruments issued.

Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the consolidated statement of comprehensive income. Where the fair value of identifiable assets, liabilities and contingent liabilities exceed the fair value of consideration paid, the excess is credited in full to the consolidated statement of comprehensive income on the acquisition date.

Merger reserve

The difference between the fair value of an acquisition and the nominal value of the shares allotted in a share exchange has been credited to a merger reserve account, in accordance with the merger relief provisions of the Companies Act, 2006 and accordingly no share premium for such transactions is set-up. This reserve arose from obtaining a 90% or more interest in the shares of another entity by virtue of the share for share exchange.

Purchase of non-controlling interest in a controlled entity

The cost of the purchase of shares is measured at the aggregate of the fair value of assets given at the date of exchange, liabilities incurred or assumed and the fair value of the equity instruments issued by the Group in exchange for shares purchased in a controlled entity. Any costs directly attributable to the Transaction, are charged to the statement of comprehensive income.

Foreign currencies

The functional currency and presentation currency of the Company is UK Pounds Sterling, rounded to the nearest £’000.

191

Transactions entered into by group entities in currency other than the currency of the primary economic environment in which they operate (the “functional currency”) are recorded at rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the reporting date.

Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to Pounds Sterling at the foreign exchange rates ruling at the dates the fair value was determined.

On consolidation, the results of the operations are translated into Pounds Sterling at average rates approximating to those ruling when the transactions took place. All assets and liabilities of foreign operations are translated at the rate ruling at the reporting date. Exchange differences arising on the translation of foreign operations are recognised directly in equity (the “currency translation reserve”).

On disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation, recognised in other comprehensive income and accumulated in the separate component of equity, shall be reclassified from equity to profit or loss (as a reclassification adjustment) when the gain or loss on disposal is recognised.

Intangible assets – exploration and evaluation

Exploration and evaluation costs, including the costs of acquiring licences, are capitalised as exploration and evaluation assets on an area of interest basis. Costs incurred before the consolidated entity has obtained the legal rights to explore an area are recognised in the statement of comprehensive income.

Exploration and evaluation assets are only recognised if the rights of the area of interest are current and either:

(i) the expenditures are expected to be recouped through successful development and exploitation of the area of interest; or

(ii) activities in the area of interest have not at the reporting date, reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active and significant operations in, or in relation to, the area of interest are continuing.

Exploration and evaluation assets are assessed for impairment if: (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount. For the purposes of impairment testing, exploration and evaluation assets are allocated to cash-generating units (“CGU”) to which the exploration activity related.

The recoverable amount is determined as the higher of: (a) its fair market value less costs to sell or  (b) the sum of cash flows, on a net present value basis (value in use), from continued operations of the CGU.

Once the technical feasibility and commercial viability of the extraction of mineral resources in  an  area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified from intangible assets to mining property and development assets within property, plant and equipment.

Intangible assets – development costs

Development costs relating to major development programmes are capitalised. Initial development and pre-production costs relating to a new technology, including amortisation and depreciation to develop the technology are capitalised until commissioning of production facilities. Development costs consist primarily of expenditure to develop the technology to commercialisation. Development cost will be capitalised if the Company can demonstrate the following:

• technical feasibility of completion of the asset;

• the ability to use or sell the asset;

• the intention to complete the intangible asset to use or sell;

192

• the availability of adequate technical, financial and other resources to complete the development and to use and sell the intangible;

• an ability to demonstrate how the asset will generate future economic benefits; and

• the ability to measure reliably the expenditure attributable to the asset.

Development costs capitalised has a finite life and are amortised on a straight-line basis over the useful life of the asset. Day-to-day development costs to maintain production are expensed as  incurred.

Amortisation for each period is recognised in profit and loss.

The Group reviews the carrying amount of development assets and development costs when circumstances suggest the carrying amount may not be recoverable. Recoverability is assessed using estimates of future cash flows on a discounted basis, including revenues, operating costs and future capital expenditures. Where necessary an impairment in carrying amount is recorded. Any  impairment is recorded within administrative expenses.

Intangible assets – Nickel project – exploration and evaluation

Core drilling costs and other costs relating to the pilot plan test and to complete the Definite Feasibility Study (“DFS”) on the reclamation and processing of the sulphite nickel tailings are capitalised to the Nickel project.

The Nickel project asset is assessed for impairment if: (i) sufficient data exists to determine definite feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount. For the purposes of impairment testing, the Nickel tailings asset is allocated to cash-generating units (“CGU”) to which it relates.

The recoverable amount is determined as the higher of: (a) its fair market value less costs to sell or (b) the sum of cash flows, on a net present value basis, from continued operations of the CGU.

Once the definite feasibility and commercial viability of the Nickel tailings resources are demonstrable, the asset will first be tested for impairment and then reclassified from intangible assets to mining property and development assets within property, plant and equipment.

Property, plant and equipment

Property, plant and equipment are initially recognised at cost. Cost includes costs directly attributable to bringing an asset to working condition for its intended use. Subsequent to initial recognition all  items are recognised at cost less depreciation and any impairment losses.

Land is not depreciated. Depreciation of plant and equipment is calculated on a straight-line basis using rates which are designed to write off the assets over their estimated useful lives as follows:

• Buildings 20 years

• Plant and equipment 3 – 8 years

• Furniture and fittings 10 years

• Motor vehicles 5 years

• Computer 3 years

Deprecation for each period is recognised in profit or loss. Capital work in progress is not depreciated until the asset is ready for use, at which point it is transferred to the appropriate category.

The residual value, useful life and depreciation method of each asset is reviewed at each financial period end and adjusted prospectively if appropriate.

The Group reviews the carrying amount of plant and equipment when circumstances suggest that the carrying amount may not be recoverable. Recoverability is assessed using the higher of net realisable value and value in use. Where necessary an impairment is recorded. Any impairment is  recorded within administrative expenses.

The gain or loss arising from the derecognition of an item of property plant and equipment is included in profit and loss when the item is derecognised. The gain or loss arising from the derecognition of an item of property, plant and equipment is determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item.

193

The Company’s investments in subsidiaries

In its separate financial statements the Company recognises its investments in subsidiaries at cost, less any provision for impairment. The cost of acquisition includes directly attributable professional fees and other expenses incurred in connection with the Acquisition.

Taxation

Deferred tax

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised except for differences arising on investments in subsidiaries where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.

Deferred tax is not provided for on initial recognition of goodwill, initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the Transaction affect neither accounting or taxable profit and investment in subsidiaries and the Group is able to control the timing of the reversal of the difference and is probable that the differences will not reverse in  the foreseeable future.

Recognition of the deferred tax assets is restricted to those instances where it is probable that the taxable profit will be available against which the difference can be utilised. Deferred tax is also based on rates enacted or substantively enacted at the reporting date and expected to apply when the related deferred tax asset is realised or liability settled.

Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

The identifiable assets acquired and liabilities assumed in a business combination are recognised at their fair values at the acquisition date. Deferred tax is recognised on temporary differences resulting from fair value adjustments. Temporary differences arise when the tax bases of the identifiable assets acquired and liabilities assumed are not affected by the business combination or  are affected differently. The resulting deferred tax asset or liability affects goodwill recognised on business combinations.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated income statement because it excludes items or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for the current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Inventory

Inventories are stated at the lower of cost and net realisable value. Costs, including an appropriate portion of fixed and variable overhead expenses, are assigned to inventories by the method most appropriate to the particular class of inventory, with the majority being valued on a first-in first-out basis. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.

Work-in-progress is valued at the average cost of production. Production costs are allocated to  platinum, palladium, gold, rhodium, ruthenium, iridium, copper and nickel.

Financial instruments

Financial instruments are recognised when the Group becomes a party to the contractual provision of the instrument. These financial instruments are recognised initially at fair value. For instruments not at fair value through profit or loss, any directly attributable transaction costs are included.

194

Financial assets are derecognised if the Group’s contractual rights to the cash flows from the financial assets expire or if the Group transfers the financial assets or substantially transfers all risk and rewards of the asset to another party without retaining control. Financial liabilities are derecognised if the Group’s obligations specified in the contract expire or are discharged or cancelled.

The subsequent measurement of financial instruments is stated below:

The Group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of  the contractual arrangement.

Trade and other receivables

Trade and other receivables are classified as loans and receivables and are measured at amortised cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in profit and loss when there is objective evidence that the asset is impaired.

Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Group will be unable to collect all of the amounts due under the terms receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable. For receivables, which are reported net, such provisions are recorded in a separate allowance account with the loss being recognised within administrative expenses in the statement of comprehensive income. On confirmation that the receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, on deposit and other short-term readily realisable liquid instruments. Cash and cash equivalents have been classified as loans and receivables are initially recognised at fair value and subsequently measured at amortised cost.

Trade and other payables

Trade and other payables are measured at amortised cost using the effective interest rate method.

Interest-bearing liabilities

Interest-bearing debt is measured at amortised cost using the effective interest rate method.

Loans to/from related parties

Loans to subsidiaries are measured at amortised cost using the effective interest rate method.

Impairment of non-financial assets

At each reporting date, the Group reviews the carrying amounts of its property, plant and equipment and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit (“CGU”) to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, assets are also allocated to individual CGUs, or otherwise they are allocated to the smallest group of CGUs for which a reasonable and consistent allocation basis can be identified.

Goodwill, intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually at the financial year-end, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

195

If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised immediately in the statement of comprehensive income, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or CGU) in prior years. A reversal of an impairment loss is recognised immediately in the statement of comprehensive income, unless the relevant asset is   carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. An Impairment loss recognised for goodwill is not reversed.

Retirement benefits: defined contribution schemes

Contributions to defined contribution pension schemes are charged to the consolidated statement of comprehensive income in the year to which they relate.

Share capital

Ordinary shares are classified as equity. Incremental external cost directly attributable to the issue of the ordinary shares or share options are recognised in equity as a deduction, net of tax from the  proceeds.

Revenue

Revenue is measured at the fair value of the consideration received or receivable (net of discounts and direct taxes).

Sale of goods

Revenue from the sale of goods is recognised when all the following conditions are satisfied:

• the Group has transferred to the buyer the significant risks and rewards of ownership of the goods;

• the amount of revenue can be measured reliably;

• it is probable that the economic benefits associated with the transaction will flow to the entity; and

• the costs incurred or to be incurred in respect of the Transaction can be measured reliably.

Significant risk and rewards pass to the customer upon delivery of the goods or removal of it by the customer.

Rendering of services

When the outcome of a transaction involving the rendering of services can be estimated reliably, revenue associated with the transaction shall be recognised by reference to the stage of completion of the transaction at the end of the reporting period. The outcome of a transaction can be estimated reliably when all the following conditions are satisfied:

• the amount of revenue can be measured reliably;

• it is probable that the economic benefits associated with the Transaction will flow to the entity;

• the stage of completion of the Transaction at the end of the reporting period can be measured reliably; and

• the costs incurred for the transaction and the costs to complete the Transaction can be measured reliably.

The method to determine the stage of completion of a transaction is determined by measuring the  services performed to date as a percentage of total services to be performed.

Revenue is measured at the fair value of the consideration received or receivable and represents the amounts receivable for goods and services provided in the normal course of business, net of trade discounts and volume rebates, and value added tax.

196

Finance income

Interest income is recognised on a time proportionate basis, taking into account the principle outstanding and the effective interest rate over the period to maturity, when it is determined that such income will accrue to the Group.

Borrowing cost

All interest and other borrowing costs incurred in connection with the financial liabilities are expensed as incurred and reported as part of financing costs in the statement of comprehensive income, unless incurred in the confirmation of a qualifying asset in which case it is capitalised to that asset.

Leasing

Where substantially all of the risks and rewards incidental to ownership of a leased asset have been transferred to the Group (a “finance lease”), the asset is treated as if it had been purchased outright. The amount initially recognised as an asset is the lower of the fair value of the leased property and the present value of the minimum lease payments payable over the term of the lease. The corresponding lease commitment is shown as a liability.

Lease payments are analysed between capital and interest. The interest element is charged to the consolidated statement of comprehensive income over the period of the lease and is calculated so that it represents a constant proportion of the lease liability. The capital element reduces the balance owed to the lessor.

Finance leases are classified as other financial liabilities on the statement of financial position.

Where substantially all of the risks and rewards incidental to ownership are not transferred to the Group (an “operating lease”), the total rentals payable under the lease are charged to the consolidated statement of comprehensive income on a straight-line basis over the lease term. The aggregate benefit of lease incentives is recognised as a reduction of the rental expense over the lease term on a straight-line basis. The land and buildings elements of property leases are considered separately for the purposes of lease classification.

Share-based payments

The Group issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are measured at fair value at the date of grant. The equity-settled share-based payments are expensed to the statement of comprehensive income over a straight-line basis over the vesting period based on the Group’s estimate of shares that will eventually vest.

Where equity instruments are granted to persons other than employees, the statement of comprehensive income is charged with the fair value of goods and services received over a straight-line basis over the vesting period based on the Group’s estimate of shares that will eventually vest, except where it is in respect to costs associated with the issue of shares, in which case it is charged to the share premium account.

In the consolidated and separate financial statements, share-based payments granted to employees of subsidiaries are accounted for as equity-settled. The investment in the subsidiary is debited with the cost of the share-based payment.

Government grants

Government grants are recorded as deferred income when they become receivable and are then recognised as income on a systematic basis over the periods necessary to match the grants with the related cost which they are intended to compensate.

Capital contributions on plant and equipment are credited at a rate of 15% per annum on a straight-line basis to profit and loss based on the estimated useful life of the plant and equipment.

Critical estimates and judgements

Details of the Group’s significant accounting judgements and critical accounting estimates are as follows:

197

• Impairment testing (Note 11)

The recoverable amounts of individual assets have been determined based on the higher of value-in-use calculations and fair values less cost to sell. These calculations require the use of estimates and assumptions. It is reasonably possible that the assumption may change which may then impact on estimates and may then require a material adjustment to the carrying value of assets.

The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy. The recoverable amounts of cash-generating units will be determined based on  value-in-use calculations. These calculations require the use of estimates.

• Determination of fair values of intangible assets acquired in business combinations (Note 14)

On the acquisition of a company, fair values reflective of the conditions that exist are attributed to the identifiable assets (including intangibles), liabilities, and contingent liabilities acquired. Fair values are determined by reference to active market value or, if unavailable, by reference to the current market price of similar assets or obligations, or by discounting expected future cash flows to their present values, using either market values or risk free rates adjusted for risk. The key assumption applied in the value-in-use calculation is a discount factor of 10%.

• Taxation (Note 9)

The Group is subject to income tax in several jurisdictions and significant judgement is required in determining the provision for income taxes. During the ordinary course of business, there are transactions and calculations for which the ultimate tax determination is uncertain. As a result, the Company recognises tax liabilities based on estimates of whether additional taxes and interest will be due. These tax liabilities are recognised when, despite the Company’s belief that its tax return positions are supportable, the Company believes that certain positions are likely to be challenged and may not be fully sustained upon review by tax authorities. The Company believes that its accruals for tax liabilities are adequate for all open audit years based on its assessment of many factors including past experience and interpretations of tax law. This assessment relies on estimates and assumptions and may involve a series of complex judgements about future events. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact income tax expense in the period in which such determination is made.

• Net realisable value of inventory (Note 16)

Judgement is required when determining the net realisable value of inventory on hand. In determining net realisable value the estimated future revenue obtainable in the current economic conditions is  used as a factor in valuing the recoverable amount.

• Share-based payments (Note 19)

In order to calculate the charge for share-based payments as required by IFRS 2, the Group makes estimates principally relating to the assumptions used in its option-pricing model.

• Residual value, useful lives and depreciation methods (Note 12)

Judgement has been used in estimation the residual values and useful lives of items of property, plant and equipment.

198

3. FINANCIAL INSTRUMENTS

The Group’s financial instruments were categorised as follows:

Loans andreceivables

£’000

Financialliabilities at

amortised cost

£’000Total£’000

30 June 2012Assets as per statement of financial positionTrade and other receivables 848 – 848Cash and cash equivalents 1 063 – 1 063

1 911 – 1 911

Liabilities as per statement of financial positionTrade and other payables – (1 125) (1 125)Borrowings – (2 037) (2 037)Loans from related parties – (2 164) (2 164)

– (5 326) (5 326)

30 June 2011Assets as per statement of financial positionTrade and other receivables 2 445 – 2 445Cash and cash equivalents 2 007 – 2 007

4 452 – 4 452

Liabilities as per statement of financial positionTrade and other payables – (2 182) (2 182)Borrowings – (3 485) (3 485)Loans from related parties – (1 280) (1 280)

– (6 947) (6 947)

30 June 2010Assets as per statement of financial positionTrade and other receivables 8 359 – 8 359Cash and cash equivalents 12 997 – 12 997

21 356 – 21 356

Liabilities as per statement of financial positionTrade and other payables – 1 731 1 731

– 1 731 1 731

Fair values

The fair values of the Group’s financial instruments approximates to the book values.

The main risks arising from the Group’s financial instruments are credit risk, liquidity risk and currency risk. The Directors review and agree policies for managing these risks and these are summarised below. There have been no substantive changes to the Group’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless other stated in this note.

199

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group and Company. The Group and Company has adopted a policy of only dealing with creditworthy counterparties, as assessed by the Directors using relevant available information.

Credit risk also arises on cash and cash equivalents and deposits with banks and financial institutions. The Group and Company cash and cash equivalents are only held in banks and financial institutions which are independently rated with a minimum credit agency rating of A.

The Group’s maximum exposure to credit risk is on financial assets as disclosed in the first table of  this note.

There were no bad debts recognised during the period and there is no provision required at reporting date.

Trade receivables analysis

Total£’000

Notpast due

£’000

Past due60 days

£’00090 days

£’000120 days

£’000

2012Trade receivables not impaired 693 136 52 – 505Trade receivables impaired – – – – –

693 136 52 – 505

2011Trade receivables not impaired 1 663 357 573 – 733Trade receivables impaired – – – – –

1 663 357 573 – 573

Liquidity riskLiquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. Short-term payables are classified as those payables that are due within 30 days.

The Company relies on the continuous support of its shareholders for additional funding as and when required.

The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to maintain cash balances (or agreed facilities) to meet expected requirements for a period of at least 45 days.

The following table sets out contractual maturities analysis:

Up to 3months

3 to 12months

1 to 2years

2 to 5years

2012Trade and other payables 1 526 – – –Loans and other borrowings 218 655 626 538

1 744 655 626 538

2011Trade and other payables 1 030 1 545 – –Loans and other borrowings 245 736 974 1 530

1 275 2 281 974 1 530

2010Trade and other payables 1 039 692 – –Loans and other borrowings – – – –

1 039 692 – –

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Currency risk

The functional currencies of the companies in the Group are Pounds Sterling, South African Rand, Australian Dollars and Madagascar Ariary. The Group does not hedge against the effects of  movements in exchange rates. These risks are monitored by the Board on a regular basis.

The following table discloses the year end rates applied by the Group for the purposes of producing the financial statements:

Foreign currency units to £1.00 GBPAustralian

DollarSouth African

RandMadagascar

Ariary

At 30 June 2012 1.53 12.91 3 388.72At 30 June 2011 1.51 10.94 3 110.62At 30 June 2010 1.76 11.53 3 386.27

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows:

Liabilities Assets2012£’000

2011£’000

2010£’001

2012£’000

2011£’000

2010£’001

South African Rands (6 720) (7 863) (1 368) 3 386 4 718 8 881Australian Dollars (3) (1) (222) 25 4 42Madagascar Ariary (1) (17) (27) 8 67 19

The Company does not have any material financial assets or liabilities denominated in any currency other than the Great British Pounds and ZAR. The Company principally enters into transactions in Great British Pounds and consequently is not materially exposed to foreign currency fluctuations in  its monetary assets and liabilities.

Borrowing facilities

The Group finances its operations through the issue of equity share capital. Interest rate fluctuations on borrowings are not expected to give rise to a material risk.

The Group manages the interest rate risk associated with the Group cash and cash equivalent assets by ensuring that interest rates are as favourable as possible, whether this is through investment in floating or fixed interest rate deposits, whilst managing the access the Group requires to the funds for working capital purposes. A 1% increase in interest rates would not have had a material impact on the Group’s financial statements, therefore no additional sensitivity analysis was considered necessary.

The interest rate profile of the Group’s and Company’s financial assets at 30 June 2012 was as  follows:

PoundSterling

£’000

South AfricanRand£’000

AustralianDollar£’000

MadagascarAriary£’000

Total£’000

Cash at bank floating interest rate 176 43 – – 219Cash at bank on which no interest is received 19 795 25 5 844

195 838 25 5 1 063

201

The interest rate profile of the Group’s and Company’s financial assets at 30 June 2011 was as  follows:

PoundSterling

£’000

South AfricanRand£’000

AustralianDollar£’000

MadagascarAriary£’000

Total£’000

Cash at bank floating interest rate 282 1 350 – 17 1 649Cash at bank on which no interest is received – 353 5 – 358

282 1 703 5 17 2 007

There is no significant difference between the carrying value and fair value of cash and cash equivalents.

The interest rate profile of the Group’s and Company’s financial liabilities at 30 June 2012 was as  follows:

The only interest-bearing liability is as disclosed in statement of financial position, under other financial liabilities. A 1% interest rate change will have no material effect on the financial statements.

Interest rate risk

The only interest rate risk the Group is exposed to relates to finance leases and interest-bearing borrowings as set out in note 22. These borrowings are linked to the South African bank’s prime rate.

Financial liabilities

Weightedinterest

rate%

1 yearor less

£’000

2 to 5years£’000

Total£’000

2012Finance leases 9.75 39 – 39Interest-bearing borrowings 12.84 834 1 164 1 998

2011Finance leases 10.25 102 41 143Interest-bearing borrowings 12.65 1 261 2 902 4 163

A 1% increase in interest rates would not have had a material impact on the Group’s financial statements, therefore no additional sensitivity analysis was considered necessary.

4. CAPITAL MANAGEMENT

The Group considers its capital to comprise its ordinary share capital, share premium and accumulated retained losses as well as the reserves (consisting of share-based payment reserve, currency translation reserve and merger reserve).

The Group’s objectives when maintaining capital is:

• to safeguard the entity’s ability to continue as a going concern, so that it can provide returns for  shareholders and benefits for other stakeholders.

The Company meets its capital needs by equity financing. The Group sets the amount of capital it requires in proportion to risk. The Group manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.

The Company and Group do not have any derivative instruments or hedging instruments. It has been determined that a sensitivity analysis will not be representative of the Company’s and Group’s position in relation to market risk and therefore, such an analysis has not been undertaken.

202

5. REVENUE AND SEGMENTAL ANALYSIS

In the opinion of the Directors, the operations of the Group companies comprise six reporting segments, being:

• the evaluation and development of PGM smelters utilising exclusive commercialisation rights of the ConRoast smelting process, located in South Africa (“Evaluation and Development”);

• the evaluation of the reclamation and processing of sulphide nickel tailings in Leinster, Kambalda and Mount Keith properties in Australia (“Nickel tailings”);

• development of Platinum Group Elements (PGE’s) and associated metals (“PGE development”) in South Africa;

• Base Metal Smelting in South Africa;

• Electricity Generation in South Africa; and

• the Parent Company operates a head office based in the United Kingdom which incurred certain administration and corporate costs.

The Group’s operations span five countries, South Africa, Australia, Madagascar, Mauritius and the United Kingdom within two regional segments. There is no difference between the accounting policies applied in the segment reporting and those applied in the Group financial statements.

203

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205

6. OPERATING LOSS

The operating loss includes the following:

2012£’000

2011£’000

2010£’000

The operating loss include the following:Auditor’s remuneration (current auditor)Statutory audit service – UK 84 65 44Statutory audit service – SA 78 75Operating leases 78 – –Depreciation 1 751 1 278 74Amortisation 1 152 1 221 327Directors’ emoluments 606 570 342Share-based payments (275) 766 1 327

7. FINANCE INCOME/(COSTS)

2012£’000

2011£’000

2010£’000

Bank interest received/receivable 249 149 168

Finance leases (12) (2) –Interest-bearing borrowings (340) (641) –Other interest (231) (5) –

(583) (648) –

8. STAFF COSTS (INCLUDING DIRECTORS)

2012£’000

2011£’000

2010£’000

Salaries 1 600 918 778

Directors’ fees and remuneration 576 570 342

Social security cost 30 30 8

Share-based payments (275) 766 1 327

Total staff costs 1 931 2 284 2 455

The Group averaged 72 (11 administrative) employees during the period ended 30 June 2012 (2011: 61 employees (10 administrative) and 2010: 10 employees (10 administrative)).

Directors have been assessed as the only key management of the Group.

Key management personnel remuneration

2012£’000

2011£’000

2010£’000

Directors’ short-term benefitsDirectors’ fees 87 76 72

Directors’ salaries 519 494 270

Total Director remuneration 606 570 342Share-based payments (options) 337 766 1124

Total Director remuneration 943 1 336 1 466

206

2012£’000

2011£’000

2010£’000

The amounts set out above include remuneration for the highest paidDirector as follows:Short-term benefits 272 245 133Share-based payments – 766 1124

Total 272 1 011 1 257

No Directors exercised any share options during the period (2011: £Nil and 2010: £Nil).

The Company provides the Directors and Officers with Directors’ and Officers’ liability insurance at a cost of £5 000 (2011: £5 000 and 2010: £5 000). This cost is not included in the above remuneration.

9. TAXATION

Major components of the tax expense (income)

2012£’000

2011£’000

2010£’000

CurrentLocal income tax – current period – 24 –Local income tax – recognised in current tax prior periods (453) – –

(453) 24 –

DeferredOriginating and reversing temporary differences 206 556 –Arising from previously unrecognised tax loss/tax/credit/temporary difference – – –Arising from prior period adjustments (425) – –

(219) 556 –

(672) 580 –

The tax assessed for the year is higher (2011: lower) than the standard rate of corporation tax in  the  UK.

Reconciliation of the tax expenseReconciliation between accounting profit and tax expenseAccounting (loss) (8 552) (7 009) (2 228)

Tax at the applicable tax rate of 28% (2011: 28% and 2010: 28%) (2 395) (1 963) (624)Tax effect of adjustments on taxable incomeNon-deductible expenditure 206 1 168 (114)Prior period over provision (878) – –Assessed loss not recognised 2 395 1 375 738

(672) 580 –

207

2012£’000

2011£’000

2010£’000

Deferred taxDeferred tax (liability)Capital allowance for tax purposes (1 401) (946) –Fair value adjustment arising from business combinations (17 294) (17 294) (16 575)Tax losses available for set off against future taxable income 1 193 519 –

(17 502) (17 721) (16 575)

Reconciliation of deferred tax asset/(liability)At beginning of the year (17 721) (16 575) (9 000)Increase/(Decrease) in tax loss available for set off against future taxable income 249 – –Originating temporary differences on capital allowance (455) (1 665) (7 575)Prior period over/(under) provision of deferred tax 425 519 –

(17 502) (17 721) (16 575)

10. LOSS PER SHARE AND HEADLINE LOSS PER SHARE

The loss for the year attributable to shareholders is £6.78 million (2011: loss £6.82 million). This is divided by the weighted average number of ordinary shares in issue calculated to be 279 146 630 (2011: 255 835 000).

2012£’000

2011£’000

2010£’000

Basic, headline and diluted loss per share (pence) (2.43) (2.67) (1.35)

The fully diluted loss per share is based on the loss for the financial year divided by the weighted average number of shares and potential shares being 288 921 630 (2011: 265 610 000 and 2010: 164 916 000) in issue during the year which are in the money at the year-end.

208

11. INTANGIBLE ASSETS

PGE’sexploration expenditure

£’000

Nickel tailingsproject

£’000

Developmentcost

£’000Goodwill

£’000Total£’000

Cost as at 1 July 2009 40 014 – – – 40 014Acquired through business combination – 24 248 9 400 – 33 648Additions 1 400 – 848 – 2 248Amortisation for the year – – (327) – (327)Foreign currency translation 4 613 644 (134) – 5 123

Net book value as at 1 July 2010 46 027 24 892 9 787 – 80 706

At cost 46 027 24 892 10 114 – 80 379Accumulated amortisation – – (327) – (327)

Cost as at 1 July 2010 46 027 24 892 9 787 – 80 706Acquired through business combination – – 1 442 598 2 040Additions 2 048 14 600 – 2 662Amortisation for the year – – (1 221) – (1 221)Foreign currency translation 2 320 1 252 464 – 4 036

Net book value as at 1 July 2011 50 395 26 158 11 072 598 88 222

At cost 50 395 26 158 12 620 598 89 770Accumulated amortisation – – (1 548) – (1 548)

Acquired through business combination – – – – –Additions 26 54 – – 80Amortisation for the year – – (1 152) – (1 152)Foreign currency translation (3 342) (65) (1 826) – (5 233)

Net book value as at 30 June 2012 47 079 26 147 8 094 598 81 917

At cost 47 079 26 147 10 794 598 84 617Accumulated amortisation and impairments – – (2 700) – (2 700)

Development costs relate to the ConRoast technology, converting and autoclave process, CVMR® process and leaching and hydro-processing. The remaining amortisation period is 96 months (2011: 108 months).

The PGE’s Exploration expenditure relates to the exploration of the subsidiaries Tjate Platinum Corporation (Pty) Limited and Maude Mining and Exploration (Pty) Limited.

The Group tests the intangible assets carrying amounts, annually for impairment or more frequently if there are indications that they may be impaired. The carrying amounts are considered to be not impaired. The review was performed in accordance with the Group’s accounting policies, there were no indicators of impairment of any of the intangible assets.

209

12. PROPERTY, PLANT AND EQUIPMENT

Cost£’000

2012 Accumulated depreciation

£’000

Carryingvalue£’000

Costvalue£’000

2011Accumulateddepreciation

£’000

Carryingvalue£’000

Land 373 – 373 440 – 440Buildings 1 482 (239) 1 243 1 718 (99) 1 619Plant and equipment 12 898 (2 694) 10 177 11 396 (1 135) 10 261Furniture and fittings 221 (163) 85 241 (145) 96Motor vehicles 52 (52) – 52 (18) 33Computer 12 (12) – 12 (12) –Capital work in progress – – – 2 911 – 2 911

15 038 (3 160) 11 878 16 769 (1 409) 15 360

Cost£’000

2010 Accumulated depreciation

£’000

Carryingvalue£’000

Plant and equipment 11 (6) 5Furniture and fittings 174 (112) 62Motor vehicles 50 (8) 42Computer 12 (9) 3Capital work in progress – – –

274 (135) 112

Land and buildings comprise 6.4563 hectares of Portion 349 of the farm Middelburg Town situated in Middelburg, South Africa.

The net carrying amount of property, plant and equipment includes the following amounts in respect of assets held under finance leases (note 21).

2012£’000

2011£’000

2010£’000

Plant and equipment 106 188 –

Reconciliation of net book value of property, plant and equipment – 2012

Opening balance

£’000Additions

£’000

Acquiredthrough

businesscombi- nation£’000

Foreigncurrency

translation£’000

Depre-ciation

£’000

Reclassi-fication

£’000Total£’000

Land 440 – – (67) – – 373Buildings 1 619 – – (236) (139) – 1 243Plant and machinery 10 261 27 – (1 696) (1 559) 3 144 10 177Furniture and fittings 96 – – (20) (18) 27 85Motor vehicles 33 – – – (33) – –Computer – – – – – – –Capital work in progress 2 911 713 – (453) – (3 171) –

15 360 740 – (2 472) (1 750) – 11 878

210

Reconciliation of net book value of property, plant and equipment – 2011

Opening balance

£’000Additions

£’000

Acquiredthrough

businesscombi- nation

£’000

Foreigncurrency

translation£’000

Depre- ciation

£’000Total£’000

Land – – 440 – – 440

Buildings – – 1 711 7 (99) 1 619

Plant and machinery 5 146 11 170 69 (1 129) 10 261

Furniture and fittings 62 16 55 – (37) 96

Motor vehicles 43 – – – (11) 33

Computer 3 – – – (3) –

Capital work in progress – 1 310 1 588 12 – 2 911

113 1 472 14 964 88 (1 278) 15 360

Reconciliation of net book value of property, plant and equipment – 2010

Opening balance

£’000Additions

£’000

Acquiredthrough

businesscombi- nation

£’000Disposals

£’000

Foreigncurrency

translation£’000

Depre- ciation

£’000Total£’000

Plant and machinery – – 11 – – (6) 5Furniture and fittings 50 11 43 (13) 1 (30) 62Motor vehicles 28 42 – (21) 3 ((8)) 42Computer – – 12 – – (9) 3

78 53 66 (34) 4 (53) 112

The Group test property, plant and equipment carrying amounts annually for impairment or more frequently if there are indications that they may be impaired. The carrying amount is not considered to be impaired and the review was performed in accordance with the Group’s accounting policies.

There has been no major change to the nature of property, plant and equipment or any change in  policy regarding the use thereof during the periods under review.

13. ACQUISITION OF SUBSIDIARIES

Acquisitions during the prior period

During the 2011 financial year Jubilee acquired the following subsidiaries. Thos Begbie Holdings (Pty) Limited on 1 October 2010

Power Alt (Pty) Limited on 8 March 2011

Thos Begbie Holdings (Pty) Limited

On 1 October 2011, the date on which control passed and all the suspensive conditions set out in the agreement were met, the Group acquired 70% of the voting equity instruments of Thos Begbie Holdings (Pty) Limited, a company whose principal activities are:

• providing brownfield site to the Group for future expansion;

• smelting of ferroalloy metals; and

211

• leveraging the access to these processing facilities to establish a complete “mine-to-metals” company in the ferroalloy industry.

Following an implementation agreement dated 30 April 2010 between Thos Begbie Holdings and Jubilee Platinum Plc, the offer was implemented by way of a scheme of arrangements in accordance with Part 26 of the Companies Act of 2006. Upon the scheme becoming effective, Thos Begbie Holdings became a subsidiary (70%) of Jubilee.

Jubilee acquired 70% of Thos Begbie Holdings’ share capital via a cash transaction.

Had Thos Begbie Holdings been part of the Group for the year from 1 July 2011 the following results would have been included in the Group’s financial statements.

£’000

Revenue 5 891Loss before taxation 3 409

Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill at the acquisition date are as follows:

Book value£’000

Accounting policyalignment

£’000

Fair value adjustment

£’000Fair value

£’000

Property, plant and equipment 14 616 348 – 14 964Intangible assets – – 1 442 1 442Trade and other receivables 760 – – 760Cash and cash equivalents 223 – – 223Loans payable (6 068) – – (6 068)Loans receivable 85 – – 85Trade and other payables (1 166) – – (1 166)Deferred tax – – (404) (404)Deferred tax (621) – – (621)

7 829 348 1 038 9 216

Non-controlling interest (3 012)

Non-controlling interest – Power Alt (49%) (354)Non-controlling interest – Thos Begbie Holdings (30%) (2 658)

Positive goodwill (597)Consideration settled in cash (6 801)Cash and cash equivalents 223

Net cash purchase price (6 578)

The accounting policy alignment relates to the capitalisation of borrowing costs in respect of special purpose vehicle, Power Alt (Pty) Limited.

No borrowing cost were capitalised for the period ended 30 June 2011.

14. ACQUISITION OF NON-CONTROLLING INTEREST/BUSINESS CONTRIBUTIONS

During the year ended 30 June 2011, the Company acquired 70% of the voting equity instruments in Thos Begbie Holdings (Pty) Limited now Jubilee Smelting & Refining (Pty) Limited (refer note 14). At the date of acquisition, Power Alt (Pty) Limited was consolidated into Thos Begbie Holdings (Pty) Limited as a special purpose vehicle in terms of SIC 12 Consolidation – Special Purpose Entities, as the substance of the relationship indicated that Thos Begbie Holdings (Pty) Limited controls Power Alt (Pty) Limited. On 8 March 2010, the Company acquired 51% of the voting equity instruments in Power Alt (Pty) Limited. This transaction was accounted for as an equity transaction – a transaction with owners in their capacity as owners.

212

The effect of the change in the Company’s ownership was as follows:

£’000

Retained earnings as at 1 October 2010 (354)Earnings from 1 October 2010 to 8 March 2011 (336)

Non-controlling interest at the date of acquisition (690)51% acquired 352Consideration settled in cash (1 640)

Recognised in equity attributable to owners 1 288

15. TRADE AND OTHER RECEIVABLES

Notes2012£’000

2011£’000

2010 £’000

Trade receivables (i) 693 1 663 23Other receivables (ii) 621 1 402 638Pre-payments and accrued income 84 38 47Loans due from third parties – – 7 621Rent deposits (iii) 15 17 30

1 413 3 121 8 359

(i) Trade receivables comprise contractual arrangements that vary from customer to customer. Payment terms are conditional on finalisation of assay results and expiry of quotational periods. It is usual for receivables to take up to 180 days to be received. Included in trade and other receivables is an amount of £505 000 due from a related party (Thos Begbie & Company (Pty) Limited).

(ii) Included within other receivables is an amount of £481 439 of VAT recoverable (2011: £638 000) from South African Revenue Services. The remaining other receivables are non-interest-bearing and generally repayable between 30 – 60 days.

(iii) Rent deposits are refundable upon completion of the lease relating to a property.

There is no significant difference between the carrying value and fair value of receivables.

16. INVENTORY

2012£’000

2011£’000

2010£’000

Raw material 256 830 682

An amount of £703 427 (2011: £682 000) has been expensed to cost of sales for stock sold during the year.

17. TRADE AND OTHER PAYABLES

2012£’000

2011£’000

2010£’000

Trade payables 1 125 2 182 1 260Accruals and other payables 401 393 471Contingent consideration – – 1 400

1 526 2 575 3 131

Trade and other payables are scheduled for repayment within 60 days of year-end (2011: 66 days).

213

18. SHARE CAPITAL

2012£’000

2011£’000

2010£’000

Authorised500 000 000 ordinary shares of 1 pence each 5 000 5 000 5 000

Allotted, called up and fully paid288 121 806 ordinary shares of 1 pence each (2011: 256 536 092) 2 881 2 565 2 545

The Directors are authorised until the next Annual General Meeting to issue ordinary shares as they deem fit.

During the period the Company issued the following ordinary 1 pence shares:

Date Issue priceNumber of

shares

Nominal value£’000

1 July 2009 Opening balance 118 374 269 1 18416 July 2009 Placing at 36 pence per share 1 775 985 187 August 2009 Settlement of Tjate Hurdle 2 interest at

10.59 pence per share4 960 978 50

7 August 2009 Purchase of KPlats interest at 10 pence per share

3 896 205 39

21 September 2009 Placing at 32.5 pence per share 6 000 000 609 November 2009 Placing at 30 pence per share 44 166 666 4429 November 2009 Purchase of Braemore interest at

37.5 pence per share49 900 908 499

8 December 2009 Settlement of fees at 31.52 pence per share

475 911 5

19 January 2010 Settlement of fees at 35 pence per share

137 330 1

7 February 2010 Exercise of options at 15.81 pence per share

87 615 1

19 May 2010 Exercise of options at 20 pence per share

45 000 –

19 May 2010 Exercise of options at 28 pence per share

400 000 4

17 June 2010 Placing at 33 pence per share 24 242 423 242

1 July 2010 Opening balance 254 463 290 2 54517 August 2010 Preference shares in Kplats at

30.5 pence per share850 798 8

22 December 2010 CVMR Feasibility Study at 31 pence per share

1 222 004 12

30 June 2011 Closing balance 256 536 092 2 56513 October 2011 Placing of shares at 14 pence per

share31 585 714 316

30 June 2012 Closing balance 288 121 806 2 881

214

The following describes the nature and purpose of each reserve within owners’ equity:

Reserve Description and purpose

Share premium Amount subscribed for share capital in excess of nominal value.

Merger reserve Amount subscribed for share capital in excess of nominal value when shares are issued in exchange for at least a 90% interest in the shares of another company.

Share-based payment reserve Reserve consolidated comprehensive income created for equity settled share-based payments to employees and consultants.

Currency translation reserve Gains and losses arising on translating the net assets of overseas operations into pound sterling.

Retained deficit Cumulative net gains and losses recognised in the

19. SHARE-BASED PAYMENTS

Equity-settled share option planThe plan provides for a grant price equal to the average quoted market price of the Company shares on the date of grant. The vesting period is generally after two years from the date of grant. If the options remain unexercised after a period of 10 years from the date of grant, they expire with immediate effect at that date. Furthermore, options are forfeited if the employee leaves the Group before the options vest.

The Company has granted options to directors and staff to (refer Directors’ report for director’s interests) subscribe for ordinary 1 pence shares as follows:

2012 2011 2010

Options

Weightedaverageexercise

price(pence) Options

Weightedaverageexercise

price(pence) Options

Weightedaverageexercise

price(pence)

Outstanding at the beginning of period 11 975 000 35 10 850 000 37 5 345 000 39Granted during the year – – 2 000 000 36 6 037 615 35Forfeited during the year (200 000) – (875 000) – – –Exercised during the year – – – – (532 615) 20

Outstanding at the end of the period 11 775 000 34 11 975 000 35 10 850 000 37

Exercisable at the end of the period 9 775 000 35 3 400 000 35 3 550 000 45

The weighted average exercise period of the options outstanding at year-end was six years (2011: six years).

The highest and lowest price of the Company’s shares during the year was 22 pence and 10 pence respectively. The share price at the year-end was 10.13 pence.

The inputs into the Black Scholes models are as follows:

2012 2011 2010

Weighted average share price 27 pence 29 pence 46 penceWeighted average exercise price 34 pence 36 pence 35 penceExpected volatility 61% 61% 61%Expected life 10 years 7 years 8 yearsRisk-free rate 2% 2% 102%

215

Expected volatility was determined by calculating the historical volatility of the Group’s share price over the previous five years.

The expected life used in the model has been based on the terms of the options, the vesting period, and exercise restrictions.

The Group recognised a total (income)/expense of £(0.3) million (2011: £0.8 million) related to equity-settled share-based payment transactions during the year.

Reconciliation of share-based payments

2012 2011

Opening balance 5 171 3 005Share-based credit (612) –Share-based charge 337 766Deferred consideration – 1 400

Closing balance 4 896 5 171

20. DEFERRED INCOME – GOVERNMENT GRANT

2012£’000

2011£’000

Opening balance – –Income received in the current year 202 –

Closing balance 202 –

A Government grant was awarded to the Group due to the completion of the new AC Arc Furnace in RST Special Metals (Pty) Limited (Subsidiary). This grant will be paid in four stages as certain milestones are achieved. The total awarded grant amounted to £672 782 of which £201 835 was paid in June 2012.

This non-taxable income will be realised from 1 July 2012 over the life time of the new AC Arc Furnace which is estimated at 6.67 years.

The remainder of the grant will be paid as revenue and employment targets are achieved in RST Special Metals (Pty) Limited. The Directors are confident that those targets will be met.

21. OTHER FINANCIAL LIABILITIES

As at 30 June 2012, the Group had the following material liabilities: Finance lease liabilities

Future lease payments are due as follows:

2012£’000

2011£’000

Not later than one year 39 102Later than one year and not later than five years – 41

39 143Deferred finance charges 1 11

40 154Non-current liabilities – 41Current liabilities 39 102

39 143

The finance lease is repayable in 36 average monthly instalments of £8 000 per month and bears interest at 10.25% per annum.

The finance lease agreement is secured by certain plant and equipment with a net book value of  £106 000 (2011: £188 000). Refer note 13.

216

Interest-bearing borrowings

Repayment of borrowings:

2012£’000

2011£’000

Not later than one year 1 050 1 261Later than one year and not later than five years 1 324 2 902

2 374 4 164Deferred finance charges (376) (824)

1 998 3 340

Non-current liabilities 1 164 2 462Current liabilities 834 878

1 998 3 340

Interest-bearing borrowings comprise Investec Bank Project Junior and Senior Project loans which bear interest between 11% and 13% and are repayable in quarterly instalments of £287 935 with final payments between 31 March 2013 and 31 March 2015.

The loans are secured by Jubilee’s shareholders loan in PowerAlt (Pty) Limited and a pledge of the Power Alt (Pty) Limited shares as disclosed in note 14.

Total other financial liabilities

2012£’000

2011£’000

Total non-current liabilities 1 164 2 504Total current liabilities 873 981

2 037 3 485

Total operating lease commitments

Leasing arrangements relates to office facilities

2012£’000

2011£’000

Non-cancellable operating lease payments 1 164 2 504Up to one year 78 22Two to five years 102 57

180 79

217

22. SHAREHOLDER ANALYSIS

For the year ended 30 June 2012

Register date: 30 June 2012

Issued share capital: 288 121 806 at 1 pence each

Shareholder spreadNumber of

shareholders %Number

of shares %

1 – 5 000 shares 940 57.9174 1 640 486 0.5695 001 – 10 000 shares 248 15.2803 1 967 185 0.68310 001 – 50 000 shares 263 16.2046 6 154 297 2.13650 001 – 100 000 62 3.8201 4 356 185 1.512100 001 – 1 000 000 83 5.1140 26 480 032 9.1911 000 001 shares and over 27 1.6636 247 523 621 85.909

1 623 100.00 288 121 806 100.00

Distribution of shareholdersNumber of

shareholders %Number

of shares %

Private shareholders 1 044 64.3253 59 153 154 20.5306Deceased accounts 2 0.1232 4 897 0.0017Nominee companies 556 34.2575 226 995 365 78.7845Limited companies 12 0.7393 1 213 769 0.4213Bank and bank nominees 4 0.2464 198 714 0.0690Other institutions 5 0.3080 555 907 0.1929

1 623 100.00 288 121 806 100.00

Public/Non-public shareholdersNumber of

shareholdersNumber

of shares %

Non-public shareholdersDirectors and associates of the Company holdings 1 4 118 950 1.42Public shareholders 1 622 284 002 856 98.58

1 623 288 121 806 100.00

23. RELATED PARTIES

Loans from related parties2012£’000

2011£’000

Harrison White (Pty) Limited* 436 326Astra Group Holdings (Pty) Limited* 564 514Thos Begbie and Company (Pty) Limited** 1 164 440

2 164 1 280

(*) Minority shareholders in PowerAlt (Pty) Limited.

(**) Company controlled by directors who have significant influence over Thos Begbie Holdings (Pty) Limited. These loans are interest-free, unsecured with no specific terms of repayment.

During the year the following related party transactions were entered into with its directors/shareholders:

Matuba Holdings (Pty) Limited (shareholder in Tjate Platinum Corporation (Pty) Limited) received £71 667 in lieu of services. GDA, a related party to Mr G Anderson (a director in Braemore Nickel (Pty) Limited) received £6 133 for director fees.

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Trade and other receivables2012£’000

2011£’000

Thos Begbie & Company (Pty) Limited 505 733

Related parties also include subsidiaries – refer to note 12 in the Company financial statements and Directors refer to the Directors’ report.

24. POST REPORTING DATE EVENTS

Cash offer for Tjate’s Quartzhill farm

The Tjate Board resolved to accept a ZAR75 million (£6.250 million) cash offer for the Quartzhill farm of its Tjate Platinum Project. The negotiation for a formal sale agreement is still in progress.

Dilokong chrome tailings

Jubilee commissioned a drilling company to establish the detailed PGM and base metal deposition in the Dilokong Chrome mine tailings dam. The surface stocks are estimated to contain up to 800 000 tonnes of platinum containing material. The drilling was concluded at the end of August 2012 producing 90 samples and is currently being analysed for both PGM and base metal content. Jubilee plans to upgrade the PGM’s in the surface material at the Dilokong mine at a rate of 240 000 tonnes per year prior to beneficiating the PGM’s and base metals in its existing smelting process.

Power supply contract awarded

Power Alt’s tender to supply unutilised power to South Africa’s national electricity generation company, was awarded in August 2012, NERSA approved the award. The commencement of the supply of power will further bolster the Company’s revenue base.

Power Alt (Pty) Limited additional shares negotiation

The Company has successfully concluded negotiations to increase its interest in Power Alt to 70% subject to approval from the project’s financer.

Acquisition of Jubilee Smelting and Refining Proprietary Limited (JSR)

Jubilee has increased its interest to 100% in its subsidiary Jubilee Smelting and Refining (Pty) Limited (“JSR”), the holding company of its Middelburg smelting company RST Special Metals (Pty) Limited (“RST”) via a claims settlement agreement with JSR’s shareholders under the terms of its Shareholders Agreement.

Eastern Bushveld

The Company entered into a binding and exclusive MOU to acquire a 51% interest, for ZAR3.5 million cash, in a fully BEE empowered entity, which holds the prospecting rights for PGMs on a portion of a farm located in the eastern Bushveld of South Africa, The farm includes a PGM-bearing chromite tailings dump estimated to contain a minimum of 500 000 tonnes of material.

Surface material in Zimbabwe

The Company’s subsidiary Braemore Platinum Smelters (Pty) Limited entered into an agreement, which provides an exclusive option to purchase platinum-bearing surface assets existing on various mining claims in Zimbabwe.

Farm-in agreement Indian Pacific Resources Limited (Madagascar)

Jubilee entered into a farm-in agreement on 24 August 2012 with unlisted Indian Pacific Resources Limited (“IPR”) to explore the potential iron ore opportunity identified by both the Company and IPR on Jubilee’s Ambodilafa concession in Madagascar. IPR is to farm-in in stages up to a 90% interest in all commodities (“the Commodities”) other than platinum group metals and metals that are traded on the London Metals Exchange and chrome (“Other Commodities”). IPR will spend US$3 million over 42 months. At each earn-in stage the Company has the option to follow its position. If IPR discovers Other Commodities in the area, the Company, as owner will have the option to farm-in to the Other Commodities on the same farm-in terms as IPR has for the Commodities.

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Issue of equity

On 19 October 2012 the Company announced a placing of 20 175 439 new ordinary shares of 1 pence each in the Company (the “Placing Shares”) to raise £1.725 million. The Placing Shares have been placed jointly by Shore Capital Stockbrokers Limited and finnCap Limited as agents to the Company, with major institutional investors at a price of 8.55 pence per share. These shares were admitted to trading on AIM market of the London Stock Exchange (“AIM”) and the JSE  Limited  (“JSE”).

The proceeds of the placing will be used, together with existing cash resources, to support growth within the Company’s strategic business areas, through which Jubilee is implementing its mine-to-metals strategy.

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F. DIRECTORS’ COMMENTARY

Year ended 30 June 2012

The Board of Jubilee Platinum Plc, the AIM and JSE-listed “mine-to-metals” exploration and development company (“Jubilee” or “the Company” or “the Group”) announced the following results for the year ended 30 June 2012.

Highlights in the period under review

• Jubilee’s subsidiary company, Tjate Platinum Corporation (Pty) Limited (“Tjate”), submitted a mining right application for its flagship Tjate Platinum Project located in the Limpopo province of South Africa.

• Tjate received a ZAR75 million (£6.25 million) cash offer for the Quartzhill farm portion of the Tjate Platinum Project from a major mining company.

• Jubilee received a Letter of Intent from Northam Platinum Limited (“Northam”) to include principles of financial terms for a ConRoast agreement.

• Jubilee was awarded the right to recover platinum group metals (“PGMs”) and base metals from more than 800 000 tonnes of platinum-bearing chrome tailings on surface at the Dilokong Chrome Mine.

• The Company’s subsidiary Jubilee Smelting and Refining (Pty) Limited (“JSR”), commenced hot commissioning of the new fully contracted AC arc furnace at its Middellburg smelting operations.

• Jubilee’s 51% owned electricity-generating subsidiary, Power Alt (Pty) Limited (“PowerAlt”), tendered to provide surplus power to South Africa’s national electricity generating company in order to further bolster the Company’s revenue base.

• The Company continued work on its Leinster Nickel tailings project.

Highlights post the period under review

• The Tjate Board resolved to accept the ZAR75 million (£6.25 million) cash offer for the Quartzhill farm and to negotiate a formal sale agreement.

• The Company’s Middelburg smelting operations continued to increase production reaching a record 905 tonnes of alloy produced in July 2012 thereby achieving overall profitability of the operations for the month.

• PowerAlt was awarded the tender in August 2012 to supply power to South Africa’s national electricity generating company and sale of electricity is expected to commence in November 2012. The National Energy Regulator of South Africa (NERSA) has approved the sale.

• The Company has acquired an additional 19% interest in its 51% owned electricity generating company PowerAlt by way of cash (ZAR13 139 000) (£1 017 501) or issue of Jubilee ordinary shares of equivalent cash value at Jubilee’s election, in three tranches.

• Jubilee has increased its interest to 100% in JSR, the holding company of its Middelburg smelting company RST Special Metals (Pty) Limited (“RST”) via a claims settlement agreement with JSR’s shareholders under the terms of its Shareholders Agreement.

• The Company entered into a binding and exclusive Memorandum of Understanding (“MOU”) to acquire for ZAR3.5 million (£271 000) cash, a 51% interest in a fully BEE empowered entity, which holds the prospecting rights for PGMs on a portion of a farm located in the eastern Bushveld of South Africa. The farm includes a PGM-bearing chromite tailings dump estimated to contain a minimum of  500 000 tonnes of material.

• The Company’s subsidiary Braemore Platinum Smelters (Pty) Limited (“Braemore”) entered into an agreement, which provides Braemore an exclusive option to purchase platinum-bearing surface assets existing on various mining claims in Zimbabwe.

• Jubilee was awarded an engineering contract to the value of US$298 000 (£191 000) by an established platinum company to incorporate the ConRoast process as part of its overall project feasibility study.

• In Madagascar, Jubilee entered into a farm-in agreement with Indian Pacific Resources Limited (“IPR”) in August 2012, granting IPR the right to prospect for iron ore on the Company’s Ambodilafa concession. This agreement permits exploration and drilling on the Ambodilafa project to continue without funding from Jubilee. Jubilee retains all existing rights to the PGMs and non-iron ore commodities under the agreement.

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• On 19 October 2012 the Company announced a placing of 20 175 439 new ordinary shares of 1 pence each in the Company (the “Placing Shares”) to raise £1.725 million. The Placing Shares have been placed jointly by Shore Capital Stockbrokers Limited and finnCap Limited as agents to the Company, with major institutional investors at a price of 8.55 pence per share. These shares were admitted to trading on AIM market of the London Stock Exchange (“AIM”) and the JSE Limited (“JSE”). The proceeds of the placing will be used, together with existing cash resources, to support growth within the Company’s strategic business areas, through which Jubilee is implementing its mine-to-metals strategy.

Jubilee Platinum Plc made significant progress in its strategy of building a mine-to-metals company during the financial year under review. Jubilee has continued to grow its revenue base with the commissioning of a fully contracted arc furnace. Jubilee is increasing its access to on-surface platinum containing material through the successful tender to process the Dilokong Chrome tailings material. The Company’s results highlight the growth in revenue post the commissioning and continued ramp-up of the new furnace at  the  Middelburg smelter operations.

The key challenges faced by Jubilee remain external and are not confined to Jubilee or indeed the resource sector. Specific to the South African platinum industry are the problems of poor demand for platinum, high labour costs and strikes, community dissatisfaction and difficult technical conditions.

Jubilee, to a large extent, has avoided these problems and our dump and small mining strategy gives us many advantages within this sector. ConRoast technology unlocks most of these advantages since our ability to handle PGM concentrates with high chrome makes us unique in the industry. Jubilee does not employ a large workforce thereby reducing our risk to complex labour management issues and potential strikes.

During the period under review, Jubilee acquired the PGM processing rights to a large surface tailings dam, advanced our smelter division to profitability and applied for a mining right for the Tjate Platinum Project. Discussions around our memorandum of understanding with Northam continue and numerous surface material and dump opportunities are being presented and evaluated.

The Company’s corporate structure has been restructured to allow its subsidiaries to project finance each operating unit either by conventional loans or our preferred route, the accommodation of a strategic investor. The Company is in discussions with several financial institutions for project financing packages in each subsidiary; the objective being to drive growth in its projects and reduce reliance on issuing of  Jubilee shares.

Platinum as a precious metal has developed a price link to gold but unlike the last decade has failed to maintain a 15% – 20% premium against that metal. The Board believes the current gold prices are a speculative distraction from the platinum supply/demand fundamentals, which are being neglected. The Board believes that modest global industrial growth will lead to shortages of platinum and commentators suggesting oversupply have simply got it wrong. Modest demand will put a focus on the various problems facing the South African platinum industry and we expect considerable platinum price gains before the calendar year-end. Our strategy of low cost operations focused on platinum-bearing chrome and already mined dumps should allow us to take advantage of any upsurge in the price of platinum.

The Group’s revenue for the second half of the year improved significantly. The loss for the year, after taxation of £7 880 million (2011: £7 589 million) of which £2 903 million (2011: £2 499 million) relates to depreciation and amortisation was incurred. The Group’s loss per share was 2.43 pence (2011: 2.67 pence). A share-based payment credit of (£0.275 million) (2011: charge £0.766 million) is included in the Group comprehensive income.

Year ended 30 June 2011

The year under review has been extremely challenging yet progressive for the Company.

Highlights include:

• acquisition of Thos Begbie Holdings (Pty) Limited and Power Alt (Pty) Limited;

• installation of the new 5MW AC ferroalloy furnace;

• ramp up of ferronickel production commenced;

• Alliance Agreements to utilise ConRoast process with Sylvania Platinum and Northam Platinum;

• completed 14 borehole infill (closed spaced) drilling on Tjate;

• Mining Right Application submitted for Tjate project;

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• Environmental Impact Assessment submitted for Mining Right Application for Bokfontein and Elandsdrift;

• Platinum and chrome prospecting rights applied for new portions (64) on Bokfontein farm;

• Progressed Economic Evaluation and Engineering Study on Leinster Nickel Tailings project;

• completed feasibility study on CVMR® process for refining PGM – iron alloy from ConRoast;

• Ambodilafa drilling contract awarded to local Madagascan company; and

• £15 million Standby Equity Distribution Agreement (“SEDA”) secured for acquisition of potential mining opportunities.

The platinum market has been robust throughout the period under review, reflecting the strong fundamentals supporting the metal. The prospects for the metal remain outstanding and the Company is convinced that its acquisition of Braemore and ConRoast was both timely and well-judged. The rollout however has been more difficult than anticipated. Negative factors in the rollout have been generally around matching new feed input against furnace size. Most of the planning during the early part of the review period was directed towards toll smelting agreements. It became apparent during the second half of the period under review that smelting of own material was paramount for Jubilee to achieve the necessary investment returns with toll smelting being a secondary less lucrative activity. Efforts therefore for the second half were directed toward procuring feed for own smelting.

Platinum Group Metals (“PGMs”) contained in chrome present a unique opportunity to ConRoast since the process is quite capable of treating a “dirty” PGM-bearing chrome concentrate, which current industry installed capacity can only handle in small quantities. Around the Bushveld Complex many opportunities exist with dumps and primary chrome situations owned by smaller entrepreneurs, who respond to the fundamentals of the chrome market with little or no regard for contained platinum extraction and beneficiation. This opportunity is further supported by the reluctance of the majors to invest in new mine capacity, particularly for UG2 chrome ore, able to meet growing demand for PGMs. This lack of investment in major new mining capacity should result in Jubilee having an unique position in treating chrome primary ores and dumps for at least five years, since such a period is necessary to develop a new deep mine to full commercial production.

Jubilee’s Middelburg smelter complex is demonstrating capability that will complement the ConRoast capability and the Company is currently, post period under review, smelting stainless steel dust to produce a ferronickel product using its recently installed and commissioned new 5MW ferroalloy furnace as well as producing ferrosilicon from existing furnaces. Platinum-containing concentrates have been stockpiled for processing early in 2012. The complex has the capacity to treat and reclaim many metals and is ideally situated to treat slags, concentrates, residues and dumps of various origins for significant benefit to the smelting company.

The Company continued with the Tjate project and drilled 14 boreholes to Merensky and UG2 to close the drill spacing (infill) in order to define better the geological model and establish subsequent infill drilling requirements for feasibility resource statements.

Tjate Platinum Corporation (Pty) Limited is currently in the process of applying for a mining right to develop the project into production assuming feasibility studies demonstrate the necessary returns.

Maude Mining and Exploration (Pty) Limited submitted Environmental Impact Assessments to the Department of Mineral Resources, in respect of its PGM Mining Right Applications for its Bokfontein and Elandsdrift properties.

The Company’s 51% owned power generation company Power Alt (Pty) Limited is performing to expectation. This facility, which was included in the Sale Agreement to acquire Thos Begbie Holdings and subsequently purchased, provides a significant offset against municipal electrical cost and as a separate cost centre presents many options for expansion and sharing. However, with the current furnace expansion programme, the available power will be committed to the Company’s own operations. The decision to purchase an interest in the station was for security of supply and this objective has been met together with an offset reduction in the cost of power, which is the major direct cost in smelting.

The Company secured a £15 million Standby Equity Distribution Agreement (“SEDA”), which will allow it to seek potential acquisition opportunities in near-term mining projects. This is consistent with the Company’s mine-to-metals and ConRoast growth strategy. The Board controls the drawdown of funds and the equity distribution.

The Company completed a Feasibility Study on the CVMR Carbonyl process for the refining of ConRoast PGM-iron alloy. This study confirmed the viability to produce final metals and demonstrated an indicated

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38-month payback period on capital investment. Market research indicates that projected refined Nickel, Iron, Cobalt and PGM products could command potentially premium prices.

In Madagascar, drilling sites have been identified for the Ambodilafa exploration campaign to test for nickel and copper occurrences and a local company has been awarded the drilling contact.

The Company engaged Bateman Engineering Projects of South Africa in March 2010 to complete an Engineering Study and Economic Evaluation of the Leinster Nickel Tailings project, with a mandate initially to review the project to date. This review has recommended additional test work (flotation) in order to fine-tune the scoping flow sheet and demonstrate the potential of the project to meet certain project criteria in a definitive feasibility study.

The investment community has largely neglected the smaller companies in favour of large market capitalisation companies or mid-market capitalised companies with good earnings. This lack of interest in smaller companies has been pronounced in the resource industry and therefore access to capital continues to be difficult. This difficulty is compounded by serious deterioration in share prices of most companies, thereby making any fundraising seriously dilutive for existing shareholders. This investment climate has been prevalent for most of the year and has required that the Company seeks alternative instruments in order to pursue its business objectives. The Company continues to seek innovative financing options, including a £15 million Standby Equity Distribution Agreement (“SEDA”) secured for acquisition of potential mining opportunities, which will allow us to meet our business plan and protect shareholders from excessive dilution.

The Company’s efforts towards implementation of its near-term smelting and beneficiation strategy are reflected in the growth achieved in revenues and earnings for the Company with earnings increasing to £5.5 million which equates to a 479% growth compared to the comparative period for 2010. The loss for the year after taxation was £7.6 million (2010: £2.2 million). The loss per share has increased from 1.35 pence in 2010 to 2.67 pence in 2011. Administrative expenses amounted to £6.8 million (2010: £4.5 million) and include overheads and corporate costs attributable to the business. A share-based payment charge of £0.8 million is included in the Group statement of comprehensive income in line with requirements of IFRS 2.

The Company’s post-balance sheet events included receiving a ZAR75 million cash offer, on behalf of its subsidiary Tjate from a major mining company for Tjate’s Quartzhill farm, a portion of Tjate’s Platinum Project and a placing of 31 585 714 new ordinary shares of 1 pence each in the Company, which raised £4.422 million. The offer, which Jubilee will be recommending to Tjate shareholders is subject, inter alia, to the approval of Tjate shareholders and regulatory approvals.

Year ended 30 June 2010

The year under review has been the most significant since the founding of the Company.

Highlights include:

• the completion of the Braemore acquisition;

• commercialisation of ConRoast;

• successful six months operational trial of the Mintek ConRoast smelter under commercial conditions;

• commencement of Tjate feasibility study;

• purchase of Thos Begbie smelting site at Middleburg;

• decision to drill in northwest Madagascar; and

• positive evaluation of the Leinster Nickel tailings in Western Australia.

The absorption of Braemore into Jubilee was carried out successfully and the enlarged company will soon be accepted as an exploration to metals entity. This total capability provides Jubilee with a unique position in the emerging platinum company sector. No other mining sector company in our peer group can claim total capability and Jubilee’s development efforts have continually highlighted the benefits of  the enlarged group.

The six-month smelter trial for Northam utilising the Mintek ConRoast smelter was a resounding success resulting in the signing of a Memorandum of Understanding dated June 2010 to build a 5 megavolt ampere (“MVA”) furnace in partnership with Northam.

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Jubilee acquired the Thos Begbie smelter complex by an agreement announced on 4 May 2010. All conditions were met on 20 September 2010. This acquisition will enable the Company to site its first ConRoast furnaces and gives it the benefit of an environmental permit, precious metal trading license and 10 MVA of independent gas fired power generation. An additional benefit is the existing smelting business utilising the ferroalloy furnaces that will bring the Company into early cash flow from diverse businesses including chrome, stainless steel and manganese treatment.

Subsequent to the year-end, the Company purchased a 51% stake in the power generation company Power Alt (Pty) Limited. The net result of this is power independence, an off-set against our power cost and the opportunity to expand and develop a stand-alone gas fired power generation business.

The Tjate project, having proved a major resource, moved on to the next stage of feasibility study. Snowden, the international mining industry consultant has been awarded a contract to complete an independent technical and financial study. This study is progressing favourably and the Company is drilling further boreholes to tighten up the statistical reliability of a key development area.

In Australia, the venture with BHP Billiton (BHPB) is advancing and Bateman Projects of South Africa has  been awarded a contract to complete the financial and technical study for submission and discussion with our joint venture Partners.

The Company has elected to drill further in the Ambodilafa project in southern Madagascar. This decision was based on very promising geochemical data.

The loss for the year after taxation was £2.2 million (2009: £4.8 million). The loss per share has decreased from 3.7 pence in 2009 to 1.35 pence in 2010.

Administrative expenses amounted to £4.5 million (2009: £2.4 million) and include overheads and  corporate  costs attributable to the business. A share-based payment charge of £1.3 million is included in the Group statement of comprehensive income in line with the requirements of IFRS 2.

The platinum price has been very resilient during the period and the Company expect to see a marked increase in prices as car production gets back to normal levels. Purchasing managers are beginning to restock and this will put upward pressure on prices as the supply side of the industry addresses its challenges of mining, smelting and cost management. The Board are of the opinion that the commercialisation of ConRoast will enable the producers to address UG2 smelting issues. This belief is  now shared by the majority of the industry technical “insiders”.

Since the year-end, the Company has begun making significant headway into all aspects of ConRoast smelting to include possible acquisition of own feed, toll smelting for majors, dump retreatment, own and third party applications and provision of smelters for potential new platinum mines. The Company anticipates positive cash flows towards year-end with ConRoast roll out continuing aggressively into next  year.

The Board is confident that technical issues with all the Group’s projects are defined, and understood. This puts Jubilee in an enviable position to enjoy all of the advantages that global growth is likely to bring.

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EXTRACTS FROM THE REVIEWED INTERIM RESULTS OF JUBILEE FOR THE SIX MONTHS ENDED 31 DECEMBER 2012

An extract of Jubilee’s reviewed interim results for the six months ended 31 December 2012, published on  SENS on 28 March 2013 and in terms of the AIM Regulations on 4 April 2013, is set out below.

“REVIEWED INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2012

The directors of JSE-listed and AIM traded Jubilee, the “Mine-to-Metals” exploration and development company, are pleased to announce the reviewed interim results for the six months ended 31 December 2012.

FINANCIAL HIGHLIGHTS

• Revenues continue to improve in-line with the ramp-up of the smelter operations. Revenue increased by 61.5% to £2.1 million for the half year under review compared to the equivalent period in 2011 financials (£1.3 million 2011).

• Gross profit increased to £750 000 which reflects the increased throughput achieved at the operations over the period under review (£214 000 2011).

• Sale of electricity commenced on 23 December 2012. The impact on the Company’s income statement of the private sale of 5.1MW of electricity will only be fully reflected in the next financial period of the Company.

OPERATIONAL HIGHLIGHTS

• The Company secured the rights to recover platinum group-elements (PGEs) from an estimated 800 000 tonnes of PGE-bearing chromite tailings (“Tailings”) and from current arisings on the Dilokong Chromite Mine in the Eastern Bushveld of South Africa.

• The Company’s subsidiary Pollux Investment Holdings (Pty) Limited (“Pollux”) formalised a binding and exclusive memorandum of understanding with Phokathaba Platinum (Pty) Limited (“Phokathaba”) to process the Tailings in its nearby Smokey Hills mine concentrator. Phokathaba is a subsidiary of the Australian Stock Exchange (“ASX”)-listed Platinum Australia Limited (“PLA”), which is currently under administration. This arrangement has accelerated the timeline for production from the Tailings by an estimated 18 months and eliminated the capital investment for a new concentrator.

• On 25 February 2013 the Company entered into an implementation deed and supporting transactional documents with PLA relating to the acquisition of PLA by Jubilee to be effected by way of a scheme of arrangement in terms of Australian law and subject to PLA and Jubilee shareholders’ approval under which:

– Jubilee will acquire the entire issued share capital of Platinum Australia (“Acquisition”);

– PLA will be delisted from the ASX and become a wholly-owned subsidiary of Jubilee;

– Jubilee will undertake a specific issue of shares for cash to extinguish certain PLA creditors in accordance with the terms of a creditor compromise;

– Jubilee will undertake a specific issue of shares for cash to extinguish approximately 50% of the debt held by the senior creditor in PLA; and

– Jubilee will procure project funding for the recommissioning of Smokey Hills of approximately ZAR190   million. The funding is targeted at project level financing to minimise dilution of Jubilee shareholders.

A circular containing full details of the acquisition will be posted during April 2013.

• The Company increased its shareholding in PowerAlt (Pty) Limited (“PowerAlt”) from 51% to 70% by way of issuance of Jubilee ordinary shares equivalent in value to ZAR13.1 million. Refer to note 13.1.

• PowerAlt received approval from the national energy provider of South Africa for the sale of up to 5.1 MW generated electricity to South Africa’s national power-generating company. Sale of electricity commenced in December 2012 and the full 5.1 MW sale target was achieved in January 2013. PowerAlt secured an  option to increase the contracted sale of electricity generated to 10.7 MW.

• The Company increased its shareholding to 100% in its subsidiary Jubilee Smelting and Refining (Pty) Limited through an earn-in agreement based on the capital invested by Jubilee. Jubilee consequently holds 100% of its smelting facility RST Special Metals (Pty) Limited in Middelburg South Africa.

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• The Company’s subsidiary Tjate Platinum Corporation (Pty) Limited (“Tjate”) signed a term sheet in relation to a cash offer from a major mining company of ZAR75 million for Quartzhill farm portion. Quartzhill is  considered non-core to Tjate’s long-term mining plan.

• The Company executed and formalised a heads of agreement with Australian registered and unlisted Indian Pacific Resources Limited, for the Company to farm-in up to a 90% interest in an iron-ore prospect on the Company’s Ambodilafa tenement area in Madagascar. The farm-in excludes PGEs and all non-ferrous metals. The agreement permits exploration and drilling to continue on the Ambodilafa property without funding from Jubilee. Drilling is expected to commence shortly.

• The Company commenced formalising its collaboration with Northam Platinum Limited (“Northam”) in regard to Northam’s letter of intent to enter into an agreement to establish a joint venture to evaluate the construction of a dedicated 5 MW DC arc furnace facility using ConRoast technology specifically to smelt concentrate produced from Northam’s developing Booysendal mine in the Eastern Bushveld.

• On 19 October 2012 the Company placed 25 098 405 new ordinary shares to raise £1.73 million with major institutional investors.

CHAIRMAN’S REPORT

Dear Shareholder,

The South African platinum industry continued to suffer many challenges during the period under review. The underlying issues were continuing low platinum prices, adverse exchange rates and labour unrest on certain platinum mining operations in the Bushveld complex. The impact on major platinum producers was significant and has resulted in short-term corrective decisions which undoubtedly will have mid-term adverse effects on  supply fundamentals.

Jubilee continued with its Mine-to-Metal strategy fully aware that the aforementioned difficulties might offer benefits to a small producer whose business model was dedicated to high chrome PGM sources and small mining operations. In general all opportunities explored were enhanced by the Company’s ownership of the ConRoast license.

Jubilee recognised the benefits to be offered by the Smokey Hills mine concentrator when it unfortunately ran out of feed because of the Smokey Hills mine closure. The acquisition of the right to use the concentrator accelerated our Mine-to-Metal strategy both in time and cost. A close examination of the Smokey Hills mine led management to the conclusion that a total acquisition would be more beneficial to our shareholders than a toll treatment arrangement.

This rationale was further supported by the other small mining projects contained in the PLA portfolio of  assets.

The completion of the scheme of arrangement between Jubilee and PLA will result in an Enlarged Group with excellent prospects in the smaller niche of the platinum industry. Projects being considered will generally have the use and benefits of our ConRoast license. With the exception of the Tjate underground mine, all of the enlarged Group’s projects will be small with limited mine life, low cost of entry and chrome based. We believe that this specific business model presents extraordinary advantages in the mid-term, i.e. capital requirements are lower, manpower numbers are smaller and smelting issues currently being experienced in the industry can be overcome by the use of the ConRoast process. The PLA merger, whilst providing the aforementioned advantages, is driven by the early cash flow that the Dilokong tailings will be able to provide along with other possible input feeds being considered.

The board of the Company’s subsidiary Tjate approved a ZAR75 million cash offer (“Offer”) from a major mining company for the Quartzhill farm (“Quartzhill”), a portion of the Tjate Platinum’s Project and signed a  Term Sheet in this regard. The parties to the Term Sheet have commenced formalising the Offer, which is  still subject, inter alia, to regulatory approvals.

This Offer represents a pro rata premium of nearly double the original purchase price for the farm, which is not core to Tjate Platinum’s long-term mining plan for the project. The Offer is a vindication of Jubilee’s acquisition of a substantial interest in what is arguably the largest undeveloped block of platinum in the eastern Bushveld. The Company awaits the Department of Mineral Resources’ (“DMR”) acceptance of Tjate Platinum’s application for a mining right.

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The DMR is also still considering applications for Jubilee’s other projects including platinum mining right applications by the Company’s subsidiary Maude Mining and Exploration (Pty) Limited to portions on Elandsdrift and Bokfontein farms and prospecting rights for platinum and chromite in a separate venture for farms comprising more than 64 other portions of the Bokfontein farm.

On 19 October 2012 the Company placed 25 175 439 new Jubilee ordinary shares to raise £1.73 million with major institutional investors at a price of 8.55 pence per share.

Post-period under review, the Company, on 10 January 2013, issued the 15 757 576 ordinary shares under a Standby Equity Distribution Agreement (“SEDA”) to raise £1.3 million (ZAR18 million) and 538 084 ordinary shares of 1 pence each in lieu of cash for corporate advisory fees. These shares were admitted to trading on  AIM and the JSE on 17 January 2013.

Colin Bird Chairman

28 March 2013

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME for the six months ended 31 December 2012 Reviewed

ReviewedGroup

six months31 December

2012£’000

UnauditedGroup

six months31 December

2011£’000

AuditedGroup

12 months30 June

2012£’000

Revenue 2 126 1 316 3 725Cost of sales (1 376) (1 102) (3 532)

Gross profit 750 214 193Operating costs (4 658) (4 016) (8 911)

Loss from operations (3 908) (3 802) (8 718)Other income 78 – 500

Operating loss (3 830) (3 802) (8 218)Finance income 3 15 249Finance costs (145) (187) (583)

Loss before taxation (3 972) (3 974) (8 552)Taxation – – 672

Loss for the period (3 972) (3 974) (7 880)Other comprehensive income– Loss on translation of foreign subsidiaries (2 679) (5 251) (6 844)

Total comprehensive loss for the period (6 651) (9 225) (14 724)

Loss attributable to:

Owners of the parent (4 127) (3 348) (6 783)Non-controlling interest 155 (626) (1 097)

(3 972) (3 974) (7 880)

Total comprehensive loss attributable to:

Owners of the parent (6 806) (8 599) (13 627)Non-controlling interest 155 (626) (1 097)

(6 651) (9 225) (14 724)

Weighted average number of shares (million) 293 785 270 269 279 147Diluted weighted average number of shares (million) 293 785 270 269 288 922Basic and headline loss per share (pence) (1.40) (1.24) (2.43)Diluted loss and headline loss per share (pence) (1.40) (1.24) (2.43)

229

CONSOLIDATED STATEMENT OF FINANCIAL POSITION as at 31 December 2012

ReviewedGroup

six months31 December

2012£’000

UnauditedGroup

six months31 December

2011£’000

AuditedGroup

12 months30 June 2012

£’000

ASSETS

Non-current assets

Property, plant and equipment 10 338 13 445 11 878Intangible assets 78 872 84 277 81 917Deferred tax 270 519 287

89 480 98 241 94 082

Current assets

Inventories – 884 257Current tax receivable 22 – 22Trade and other receivables 1 024 1 762 1 413Cash and cash equivalents 1 046 2 315 1 063

2 092 4 961 2 754

Total assets 91 572 103 202 96 837

EQUITY AND LIABILITIES

Equity attributable to equity holders of parent

Share capital 67 151 64 582 64 425Reserves 33 083 37 607 35 739Accumulated loss (31 687) (24 405) (27 840)

68 547 77 784 72 324

Non-controlling interest 377 1 266 795

68 924 79 050 73 119

LIABILITIES

Non-current liabilities

Other financial liabilities 803 1 690 1 164Deferred tax liability 17 484 18 231 17 789

18 287 19 921 18 953

Current liabilities

Loans from related parties 971 1 455 2 164Other financial liabilities 1 216 – 873Trade and other payables 1 999 2 776 1 526Deferred income 175 – 202

4 361 4 231 4 765

Total liabilities 22 648 24 152 23 718

Total equity and liabilities 91 572 103 202 96 837

Number of shares in issue (million) 321 134 288 122 288 122Net asset value per share (pence) 21.46 27.44 25.38Net tangible asset value per share (pence) (3.10) (1.81) (3.05)

230

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS for the six months ended 31 December 2012

ReviewedGroup

six months31 December

2012£’000

UnauditedGroup

six months31 December

2011£’000

AuditedGroup

12 months30 June 2012

£’000

Cash flows from operating activities

Loss for the period before taxation (3 972) (3 802) (8 552)

Adjustments for:

Interest received (3) (15) (249)Interest paid 145 187 583Depreciation 870 727 1750Deferred income (14) – –Profit on sale of property, plant and equipment (7) – –Share-based payment 23 – (275)Amortisation of intangibles 514 520 1152

Operating loss before working capital changes (2 444) (2 383) (5 591)Working capital changes 1 118 3 1 233

Decrease/(Increase) in inventory 255 (54) 574Decrease in receivables 389 1 359 1 708Increase/( Decrease) in payables 474 (1 302) (1 049)

Cash generated by operations (1 326) (2 380) (4 358)Interest received 3 15 249Interest paid (145) (187) (583)

Net cash from operating activities (1 468) (2 552) (4 692)

Cash flows from investing activities

Purchase of intangible assets (169) (899) (80)Purchase of property, plant and equipment – (663) (740)

Net cash used in investing activities (169) (1 562) (820)

Cash flows from financing activities

Issue of shares 2 354 4 422 4 422Issue costs – – (158)Deferred income – – 202Loans advanced from shareholders (1 193) – 884Repayment of other financial liabilities 84 – (1 448)

Net cash generated from financing activities 1 245 4 422 3 902

Net (decrease)/increase in cash and cash equivalents (392) 308 (1 610)Cash and cash equivalents at beginning of the year 1 063 2007 2007Effects of foreign exchange on cash and cash equivalents 374 – 666

Cash and cash equivalents at the end of the period 1 045 2 315 1 063

231

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232

NOTES TO THE REVIEWED CONDENSED INTERIM RESULTS

1. BASIS OF PREPARATION

The Group reviewed condensed interim results for the six months ended 31 December 2012 have been prepared using the accounting policies applied by the company in its 30 June 2012 annual report which are in accordance with International Financial Reporting Standards (IFRS and IFRC interpretations) issued by the International Accounting Standards Board (“IASB”) as adopted for use in the EU (“IFRS, including the SAICA financial reporting guides as issued by the Accounting Practices Committee, IAS 34 – Interim Financial Reporting, the Listings Requirements of the JSE Limited, the AIM rules of the London Stock Exchange and the Companies Act 2006 (UK). These condensed consolidated interim financial report does not include all notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2012 and any public announcements by Jubilee Platinum Plc. All monetary information is presented in the presentation currency of the Company being Great British Pound. The Group’s principal accounting policies and assumptions have been applied consistently over the current and prior comparative financial period. The financial information for the year ended 30 June 2012 contained in this interim report does not constitute statutory accounts as defined by section 435 of the Companies Act 2006. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditor’s report on those accounts was unqualified and included a reference to going concern by way of emphasis of matter without qualifying their report and did not contain a statement under section 498(2) – (3) of the Companies Act 2006.

2. FINANCIAL REVIEW

The Group reported a loss and headline loss for the six months ended 31 December 2012 of £4.127 million (2011: loss and headline loss of £3.348 million). This is divided by the weighted average number of ordinary shares in issue of 293 785 million (2011: 270 270 million) resulting in a basic loss and headline loss per share of 1.40 pence (2011: basic loss and headline loss of 1.24 pence). As no options were granted during the period under review (2011: nil) there is no dilution effect on the loss for the period. The Group reported a net asset value of 21.46 (2011: 27.44) pence per share and a net negative tangible asset value per share of 3.1 (2011: 1.8) pence per share. The total shares in issue as at 31 December 2012 were 321 134 million (2011: 288 122 million). Other comprehensive income only comprises foreign currency translation differences which can be reclassified to profit and loss in future.

3. AUDITORS’ REVIEW OPINION

These reviewed condensed interim results have been reviewed by the Group’s auditors, BDO South Africa Inc. and their review report is available for inspection at the Company’s registered office. A copy of  the report is also attached to the back of this announcement as Annexure 1.

4. OTHER FINANCIAL LIABILITIES

Included in other financial liabilities is an amount of £565 000 relating to an increase in Jubilee’s investment in PowerAlt through the issue of new Jubilee shares post the reporting period. Refer to note 13.1 for details of the increased investment.

233

5. COMMITMENTS AND CONTINGENCIES

There are no material contingent assets or liabilities as at 31 December 2012.

Total operating lease commitments at 31 December 2012:

Six months ended

31 December 2012 £’000

Six months ended

31 December 2011 £’000

Year ended

30 June 2012 £’000

Less than one year 102 22 78Longer than one year – 48 102

Total 102 70 180

6. DIVIDENDS

No dividends were declared during the period under review (2011: nil).

7. BOARD

No changes were made to the Board of Directors during the period under review.

8. RECONCILIATION OF HEADING EARNINGS

There are no reconciling items between earnings and headline earnings.

9. BUSINESS SEGMENTS

In the opinion of the Directors, the operations of the Group companies comprise six reporting segments, being:

• the evaluation and development of PGM smelters utilising exclusive commercialisation rights of the ConRoast smelting process, located in South Africa (“Evaluation and Development”);

• the evaluation of the reclamation and processing of sulphide nickel tailings at BHP Billiton’s Leinster, Kambalda and Mount Keith properties in Australia (“Nickel tailings”);

• the development of Platinum Group Elements (PGEs) and associated metals (“PGE development”) in  South Africa;

• Base Metal Smelting in South Africa;

• Electricity Generation in South Africa; and

• the Parent Company operates a head office based in the United Kingdom which incurred certain administration and corporate costs.

The Group’s operations span five countries, South Africa, Australia, Madagascar, Mauritius and the United Kingdom. There is no difference between the accounting policies applied in the segment reporting and those applied in the Group financial statements. Mauritius and Madagascar do not meet the qualitative threshold under IFRS 8, consequently no separate reporting is provided.

234

Segment report for the six months ended 31 December 2012

£’000

South Africa Evaluation

andDevelopment

AustraliaNickel

Tailings

South AfricaPGE

DevelopmentCorporate

(Unallocated)

South AfricaBase Metal

Smelting

South AfricaElectricity

Generation Total

Total revenues 324 – – 40 2 761 1 188 4 313

Less: Inter company revenue – – – – (1 054) (1 133) (2 187)

Revenue from external customers 324 – – 40 1 707 55 2 126

Loss before taxation (1 939) (95) (1 410) (865) (2 623) (303) (7 235)

Taxation – – – – – – -

Loss after taxation (1 939) (95) (1 410) (865) (2 623) (303) (7 235)

Interest received 1 – – 2 – – 3

Interest paid – – – (26) (1) (118) (145)

Depreciation and amortisation (519) – (4) – (675) (186) (1 384)

Total assets 15 847 8 696 39 871 2 574 17 501 7 083 91 572

Total liabilities (864) – (56) (3 053) (14 603) (4 072) (22 648)

Segment report for the six months ended 31 December 2011

£’000

South Africa Evaluation

andDevelopment

AustraliaNickel

Tailings

South AfricaPGE

DevelopmentCorporate

(Unallocated)

South AfricaBase Metal

Smelting

South AfricaElectricity

Generation Total

Total revenues – – – – 2 263 1 181 3 444

Intercompany revenue – – – – (947) (1 181) (2 128)

Revenue from external customers – – – – 1 316 – 1 316

(Loss)/ Profit before taxation (690) (54) (143) (805) (2 772) 490 (3 974)

Taxation – – – – – – -

(Loss)/ Profit after taxation (690) (54) (143) (805) (2 772) 490 (3 974)

Interest received 10 – – 5 – – 15

Interest paid – – – 10 – 177 187

Depreciation and amortisation 525 – 5 1 507 209 1 247

Total assets 46 164 23 756 11 929 2 943 12 117 6 293 103 202

Total liabilities – (6) (14) (18 785) (5 344) (3) (24 152)

Segment report for the year ended 30 June 2012

£’000

South Africa Evaluation

andDevelopment

AustraliaNickel

Tailings

South AfricaPGE

DevelopmentCorporate

(Unallocated)

South AfricaBase Metal

Smelting

South AfricaElectricity

Generation Total

Total revenues – – 604 – 5 369 2 397 8 370

Inter company revenue – – – – (2 248) (2 397) (4 645)

Revenue from external customers – – 604 – 3 121 – 3 725

(Loss)/ Profit before taxation (3 712) 66 (4 714) (1 524) (6 702) 1 190 (15 396)

Taxation (6) – – – 884 (206) 672

(Loss)/ Profit after taxation (3 718) 66 (4 714) (1 524) (5 818) 984 (14 724)

Interest received – – 10 7 – 231 249

Interest paid – – – – (243) (340) (583)

Depreciation and amortisation (10) – (1 163) (1) (1 250) (539) (2 963)

Non-current asset additions – – 80 – 740 – 820

Total assets 50 438 9 074 19 724 1 556 11 361 4 396 96 549

Total liabilities (48) (12) (299) (98) (17 555) (5 419) (23 431)

235

10. SHARES ISSUED

The Company issued the following shares during the period and up to the date of this announcement:

– on 19 October 2012, 25 098 405 ordinary shares at an average price of 9.10 pence per share in terms of a placing of its shares;

– on 14 December 2012, 7 913 799 ordinary shares at 7.25 pence per share in terms of a general issue of shares for cash;

– on 18 January 2013, 15 757 576 ordinary shares at 9.00 pence per share in terms of a general issue of  shares for cash;

– on 18 January 2013, 538 805 ordinary shares at 9.00 pence per share to settle advisory fees;

– on 29 January 2013, 7 679 730 ordinary shares at 8.05 pence per share in terms of a placing of its shares; and

– on 27 February 2013, 1 194 455 ordinary shares at 7.86 pence per share in terms of a placing of its shares.

11. GOING CONCERN

The directors have adopted the going concern basis in preparing the financial statements. An emphasis was placed on the capability of the Company to continue as a going concern in the 2012 annual results. This emphasis arose at a particular time within the implementation of the Company’s stated business plan of establishing an operational Mine-to-Metal platinum company. The implementation strategy of the business plan has been clearly stated and focuses on establishing an operational smelter and refining entity with secured low cost power that will be migrated off tolling contracts onto the Company’s self-produced platinum containing material. The Company will secure its own platinum material by initially focusing on surface and shallow near surface material before targeting more traditional platinum mining.

This will enable the Company to continuously grow its earnings capability in the short term while requiring only modest capital investment. The Company has progressed significantly with the implementation of its business plan during the period under review which has continued post the period under review, achieving the following key milestones:

– the Company continued with the ramp-up of the newly commissioned ARC furnace to achieve targeted throughput in the third quarter of 2012 which is reflected in the growth of both the revenue and gross profit margin achieved by the smelter operation;

– the Company secured the rights to recover platinum group-elements (PGEs) from an estimated 800.000 tonnes of PGE-bearing chromite tailings (“Tailings”) and from current arisings on the Dilokong Chromite Mine in the Eastern Bushveld of South Africa;

– the Company’s subsidiary Pollux formalised a binding and exclusive memorandum of understanding with Phokathaba to toll process the Tailings in its nearby Smokey Hills mine concentrator. This arrangement has accelerated the timeline for production from the Tailings by an estimated 18 months and eliminated the capital investment for a new concentrator;

– the Company entered into a private power purchase agreement with the national energy provider of South Africa for the sale of 5.1MW of power and commenced delivery of power on 23 December 2012. This has the effect of increasing both the Company’s revenue generation and improving the profitability of the smelter operation as the cost of power used by the smelters are offset against the sale of private power;

– in January 2013 the Company entered into an extension to the private power purchase agreement allowing the sale of up to 10.1MW of power to the national energy provider of South Africa. The contract is valued at approximately ZAR98 million (£7.3 million) per annum. The Company is required to upgrade its power infrastructure to deliver on the increased power estimated at a cost of approximately ZAR5.1 million (£0.38 million); and

– on 25 February 2013 the directors announced that the Company had entered into an implementation deed and supporting transactional documents with PLA relating to the acquisition of PLA by the Company. This confirms the last remaining component for the Company to build a fully integrated Mine-to-Metal platinum company.

236

The Company also secured the continued support from a SEDA backed financing facility during the period under review to ensure that it has access to the required funding to implement the stated business plan in the short term. The directors of the Company are of the opinion that the Company’s business plan has been embedded sufficiently during the period under review and the period to date to enable the Company to continue with its operations as a going concern.

12. EVENTS SUBSEQUENT TO REPORTING DATE

12.1 Acquisition of the entire issued capital of Platinum Australia Limited

A proposed transaction to merge the assets held by PLA with those held by Jubilee (“Enlarged Group”) brings together a set of complementary assets that achieves Jubilee’s set strategy of forming a fully integrated Mineto-Metal company that is funded to bring the operational mine back into full production. The transaction is opportunistic in nature and made available by the prevailing platinum market during the start-up and operation of PLA’s Smokey Hills mine. It is the view of the Jubilee Board that the fundamentals underpinning the current platinum markets have improved significantly since the commissioning of the Smokey Hills mine driven primarily by the reduction in forecasted world-wide platinum production and the continued recovery and growth in new car sales from the United States and China.

The proposed transaction also affords Jubilee the opportunity to acquire ownership of a fully operational platinum mine and processing plant supported by a shallow platinum-bearing UG2 reef. The mine’s location in the Eastern Bushveld Igneous Complex of South Africa’s platinum region offers significant potential for both extending the existing mine life by partnering with bordering mining companies as well as processing of third party material.

The Company’s pipeline of platinum projects combines both short-term, shallow assets in Kalplats and Rooderand with the world-class large Tjate platinum asset. This enables the Company to react in-line with the improving platinum markets by focusing initially on the exploitation of the smaller shallow resources, requiring relatively smaller capital to bring the projects into production while continuing with the feasibility study of the cornerstone Tjate project for the longer term.

The proposed structure for the transaction to form the Enlarged Group ensures that the Company is funded to resume production at its Smokey Hills mine. The mine ramp-up is expected to achieve full production within the first eight months of operation which enables the Company to continue investment into its project pipeline from self-generated funds.

The transaction will propel Jubilee into a fully integrated, operational platinum mining company underpinned by Jubilee’s current asset portfolio and complemented by the near-term shallow platinum projects currently held by Platinum Australia, offering both short-term and long-term growth of the current operations.

Jubilee’s three core business focus areas and asset classes are each significantly enhanced by the proposed transaction:

1. Exploration – World-class Tjate platinum project – Attributable 16Moz 6PGE*+Au (SAMREC Code), first mine and attributable 44Moz 6PGE+Au targeted over total area** (*Platinum Group Elements **before geological losses)

2. Processing – PGM processing rights of Dilokong Chrome mine (DCM). Estimated to be 800.000 tons of platinum-bearing surface material. The DCM operation is adjacent to Platinum Australia’s Smokey Hills mining and processing operation. The project requires a processing plant to upgrade the platinum in the DCM material prior to smelting the platinum concentrate.

3. Smelting and Refining – Middelburg Smelting operation (Jubilee Smelting and Refining) (“JSR”). JSR currently operates as a toll smelting operation with its newly commissioned furnace fully contracted. Jubilee’s strategy is to migrate the new furnace from smelting ferroalloy material to smelting platinum concentrates in the near term. The smelter process is underpinned by the ConRoast process to which Jubilee holds the exclusive rights.

237

The Platinum Australia asset classes:

1. Exploration – Two shallow platinum-based projects. Each based on open pit mining projects.

(i) Shallow Kalplats platinum project – 6.7Mozs 3E* (*3E – Platinum, Palladium and Gold) project starting at surface with a projected maximum depth of 350 metres with a concluded feasibility study; and

(ii) Shallow Rooderand Project – 4.5Mozs 4E* project starting at surface with projected maximum depth of 500 metres with a concluded drill programme and feasibility report being drafted.

2. Mining – Smokey Hills mining operation, bordering the Dilokong Chrome Mine and nearby Tjate exploration project. Targeted to produce 60.000 ozs 4E* per annum (*4E – Platinum, Palladium, Rhodium and Gold). The operation holds a design capacity of 720 000 tons per annum and was commissioned in 2009. The operation reached design capacity in October 2009 on open pit material. The total project capital invested was ZAR678 million (£50 million at approximated exchange rate of ZAR13.56 to £1), that was made up of processing plant capital ZAR318 million; mine capital of ZAR271 million (2008/09) and project infrastructure capital (power, water, roads, etc) of ZAR89 million (2008/09).

3. Processing – The Smokey Hills operation includes a processing plant designed to process 720.000 tons of material per annum. The plant is suited to process chrome-rich platinum containing tailings material as well as UG2 and Merensky platinum ores. Both Jubilee’s and Platinum Australia’s mining and exploration projects are significantly enhanced by Jubilee’s ability to further beneficiate concentrates from these projects through its smelting and refining ability underpinned by the exclusive ConRoast process. The combination of both large long-term assets with smaller, shallow near-term assets, requiring relatively low capital to bring to operation, ensures that the current operational assets within the enlarged Group are supported by a strong pipeline of assets that are capable of driving the growth in the company in the near  term.

13. ACQUISITION OF NON-CONTROLLING INTEREST

13.1 Increased investment in PowerAlt

To increase Jubilee’s exposure to the profitable sales of power by PowerAlt, which in turn increases the Company’s profitablity for the coming financial year, the Company entered into a binding memorandum of understanding (“MOU”) with ASTRA Group Holding (Pty) Limited (“ASTRA”), a  shareholder in PowerAlt, regarding the purchase of shares in PowerAlt.

Under the terms of this MOU the Company will acquire ASTRA’s shareholding in PowerAlt amounting   to 19% of the issued share capital, valued at ZAR13 139 000 (£988.000) (“Value”) in   three tranches. The value is payable at Jubilee’s sole discretion, in cash or through the issue to  ASTRA, of new ordinary shares in Jubilee of equivalent cash value. The transaction will result in  the Company owning a 70% interest in PowerAlt.

As at 31 December 2012 the Company had a 58.6% interest in PowerAlt.

The following shares were issued:

1. in the first tranche, on 15 October 2012, the Company acquired shares from ASTRA, amounting to 7.6% of the issued share capital of PowerAlt, for a consideration of ZAR5 255 600 (£395 000) (40% of value);

2. in the second tranche, on 29 January 2013, the Company acquired shares from ASTRA, amounting to 9.5% of the issued share capital of PowerAlt, for a consideration of ZAR6 569 500 (£470.943) (50% of value); and

3. in the final tranche, 27 February 2013, the Company acquired shares from ASTRA, amounting to 1.9% of the issued share capital of PowerAlt, for a consideration of ZAR1 313 900 (£94 189) (10% of value).

The above issues were effected at an issue price equal to the 30 business days’ volume weighted average price on the Johannesburg Stock Exchange Limited, preceding the two business days before the respective settlement for issuance.

238

PowerAlt was awarded the tender in August 2012 (as announced 8 August 2012) to supply power to   South Africa’s national power-generating company and commenced sale of electricity in  December 2012.

13.2 Increased investment in Jubilee Smelting and Refining (Pty) Limited (“JSR”)

On 31 July 2012 Jubilee increased its interest to 100% in its subsidiary JSR, the holding company of its Middelburg Smelting Company RST Special Metals (Pty) Limited via a claim settlement agreement with JSR’s shareholders under the terms of its shareholders’ agreement.

14. INTERIM REPORT

Copies of the interim report are available to the public free of charge from the Company at 4th Floor, Cromwell Place, London, SW7 2JE and from Block B, 1st Floor, corner Witkoppen Road and Waterford Place, Paulshof, Johannesburg, during normal office hours for 30 days from the date of this report and  available for download from www.jubileeplatinum.com

Andrew Sarosi, Technical Director of Jubilee, who holds a BSc Metallurgy and MSc Engineering, the University of the Witwatersrand and is a member of The Institute of Materials, Minerals and Mining, is a “qualified person” as defined under the AIM Rules for Companies. The technical parts of this announcement have been prepared under Andrew Sarosi’s supervision and he has approved the release of this announcement.

239

ANNEXURE 1

REVIEW REPORT OF THE INDEPENDENT AUDITOR TO THE SHAREHOLDERS OF JUBILEE PLATINUM PLC

We have reviewed the accompanying consolidated condensed interim statement of financial position of Jubilee Platinum Plc at 31 December 2012, and the related consolidated condensed interim statement of comprehensive income, statement of changes in equity and statement of cash flows for the six months then ended. The Company’s directors are responsible for the preparation and presentation of the consolidated condensed interim financial statements in accordance with the International Accounting Standard applicable to interim financial reporting and in the manner required by the Listings Requirements of the JSE Limited. Our responsibility is to express a conclusion on the consolidated interim financial statements based on our review.

Scope

We conducted our review in accordance with the International Standard on Review Engagements 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be  identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated condensed interim financial statements are not prepared, in all material respects, in accordance with the International Accounting Standard applicable to interim financial reporting and in the manner required by the Listings Requirements of the JSE Limited.

BDO South Africa Inc Registered Auditor Per: Ursula van Eck 28 March 2013”

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Annexure B

EXTRACTS FROM THE ARTICLES OF ASSOCIATION

1. ISSUE OF SHARES AND VARIATION OF RIGHTS

“ Capital

6. Without prejudice to any special rights previously conferred on the holders of any shares or class of shares already issued (which special rights shall not be modified or abrogated except with such consent or sanction as is provided in the Company’s memorandum of association and in the next following Article), a share (whether forming part of the original capital or not) may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, return of capital, voting or otherwise, as the Company by ordinary resolution determines.

Modification of rights

7. Whenever the capital of the Company is divided into different classes of shares or groups and either whilst the Company is a going concern or during or in contemplation of a winding up, the special rights attached to any class or group may be modified or abrogated, subject to the provisions of the Company’s memorandum of association and unless otherwise provided by the terms of issue of the shares of that class or group, either with the consent in Writing of the holders of three-quarters of the issued shares of the class or group, or with the sanction of any special resolution passed at a separate general meeting of the holders (but not otherwise). The consent or resolution shall be binding upon all the holders of shares of the class or group. To every separate general meeting all the provisions of these Articles relating to, or to the proceedings at, general meetings shall, mutatis mutandis, apply, except that:

(a) the necessary quorum shall be two persons at least holding or representing by proxy one-third in nominal amount of the issued shares of the class or group (but, if at any adjourned meeting of the holders a quorum as above defined is not present, those Members who are present shall be a quorum);

(b) any holder of shares in the class or group present in person or by proxy may demand a poll; and

(c) the holders of shares of the class or group shall, on a poll, have one vote in respect of every share of the class or group held by them respectively. The special rights conferred upon the holders of any shares or class or group of shares issued with preferred or other rights shall not, unless otherwise expressly provided by the conditions of issue, be deemed to be modified by the creation or issue of further shares ranking pari passu with them.

Shares

8. Subject to the provisions of the Statutes, any restrictions contained in these Articles and the rules of the Stock Exchange and to any direction to the contrary given by the Company in general meeting, the Directors may allot, grant options over, or otherwise dispose of shares or rights to subscribe for, or to convert any security into, shares to such persons (including a Director) and on such terms as  they think fit, but no share shall be issued at a discount.

9. The Company, in connection with the issue of any share, may exercise the powers of paying commissions conferred or permitted by the Statutes and the rules of the Stock Exchange, provided that the percentage rate or the amount of the commission paid or agreed to be paid is disclosed as required by law and does not exceed the rate of 10% of the issue price of the shares in respect of which it is paid. Where permitted by the Statutes and the rules of the Stock Exchange, the commission may be satisfied wholly or partly by the allotment of fully or partly paid shares. The  Company may also on an issue of shares pay such brokerage as is lawful.

10. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust. The Company shall not be bound by or be compelled in any way to recognise (even when having notice) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except as otherwise provided by these Articles or as by law

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required or under an order of court) any other rights in respect of any share except an absolute right to the entirety of it in the registered holder. The Company shall not be bound to register more than four persons as the joint holders of a share (except in the case of executors or trustees of a deceased Member). Without prejudice to the generality of the foregoing a member shall be entitled to nominate by notice in writing given to the Company another person or persons (whether natural or corporate) to enjoy and exercise all or any of the rights of that member in relation to the Company and shall be entitled to revoke such nomination (in whole in part) by notice in writing to the Company. The provisions of sections 146 and 147 of the Companies Act 2006 shall apply to the Company even when its shares are not admitted to trading on a regulated market.

11. Save as otherwise provided in the Statutes, the Act, the rules of the Stock Exchange, or in these Articles, all unissued shares (whether forming part of the original or any increased capital) shall be at the disposal of the Directors who may (subject to the provisions of the Statutes and the rules of the Stock Exchange) allot (with or without conferring a right of renunciations), grant options over, offer or otherwise deal with or dispose of such unissued shares to such person at such times and generally on such terms and conditions as they may determine.

2. TRANSFER OF SHARES

24. All transfers of shares may be effected by transfer In Writing in any usual or common form, or in any other form approved by the Directors.

25. The instrument of transfer of a share shall be signed by or on behalf of the transferor and (in the case of a partly paid share) the transferee. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register of Members in respect of it. Subject to the provisions of these Articles, transfers of shares and other documents relating to or  affecting the title to any shares shall be registered without payment of any fee. All instruments of transfer which are registered shall be retained by the Company.

26. Notwithstanding anything to the contrary contained in these Articles of Association, the shares of the Company (or any class thereof) may be held in uncertificated form and title to the shares of the Company (or any class thereof) may be transferred by means of a relevant system within the meaning of the Uncertificated Securities Regulations 1995.

27. The Directors may, in their absolute discretion and without assigning any reason therefor, decline to register the transfer of a share (not being a fully paid share) to a person of whom they shall not approve, and they may also decline to register the transfer of a share (not being a fully paid share) on which the Company has a lien, provided that, where any such shares are admitted to the Official List or are admitted to trading on the Stock Exchange, such discretion may not be exercised in such a way as to prevent dealings in the shares from taking place on an open and proper basis. Subject to the foregoing, the Directors may also decline to register any instrument of transfer unless:

27.1 the instrument of transfer, duly stamped, is deposited at the Office or such other place as the Directors may appoint accompanied by the certificate of the shares to which it relates, and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer;

27.2 the instrument of transfer is in respect of only one class of share; and

27.3 in the case of a transfer to joint holders, they do not exceed four in number.

28. If the Directors refuse to register a transfer they shall, within two months after the date on which the transfer was lodged with the Company, send to the transferee notice of the refusal and any instrument of transfer which the Directors decline to register shall (except in the case of fraud) be  returned to the person depositing it.

29. The register of transfers may be closed at such times and for such periods (not exceeding 30 days in any year) as the Directors determine.

30. Subject to section 80 of the Act, nothing in these Articles shall preclude the Directors from allowing the allotment of any share to be renounced by the allottee in favour of some other person. For all purposes of these Articles relating to the registration of transfers of shares, this renunciation shall be deemed to be a transfer and the Directors shall have the same power of refusing to give effect to it as if the renunciation were a transfer.

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31. All authorities which signed transfer deeds granted by Members for the purpose of transferring securities that may be lodged, produced or exhibited with or to the Company at its Office, shall as between the Company and the grantor of such authorities be taken and be deemed to be continue and remain in full force and effect and the Company may allow the same to be acted upon until such time as express notice in writing on the revocation of same shall have been given and lodged at the Office at which the authority was lodged, produced or exhibited. Either after the giving and lodging of such notices the Company shall be entitled to give effect to any instrument signed under an authority to sign and certified by any officer of the Company as being an order before the giving and lodging of such notice.

32. The Company shall be entitled to destroy:

32.1 all instruments of transfer of shares and all other documents on the faith of which entries are made in the register of Members at any time after the expiration of six years from the date of registration;

32.2 all dividend mandates and notifications of change of name or address at any time after the expiration of two years from the date of recording, and

32.3 all share certificates which have been cancelled at any time after the expiration of one year from the date of cancellation. If the Company destroys a document in good faith and without notice of any claim (regardless of the parties) to which the document might be relevant, it shall conclusively be presumed in favour of the Company that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered, every share certificate so destroyed was a valid and effective document duly and properly cancelled and every other document mentioned above so destroyed was a valid and effective document in accordance with the recorded particulars in the books or records of the Company. Nothing in this Article shall be construed as imposing upon the Company any liability in respect of the destruction of any document at an earlier date than that provided above or if the condition as to good faith and absence of notice is not met. References in   this Article to the destruction of any document include references to its disposal in any  manner.

3. ALTERATION OF CAPITAL

57. The Company may by ordinary resolution:

57.1 consolidate and divide all or any of its share capital into shares of larger amount than its  existing shares;

57.2 cancel any shares which, at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person, and diminish the amount of its capital by the nominal amount of the shares cancelled, subject to the provisions of sections 146 to 149 of the Act; and

57.3 subdivide all or any of its shares into shares of smaller amount than is fixed by the Memorandum of Association and the resolution may determine that, as between the holders of the shares resulting from the subdivision, one or more of the shares may have any such preferred or other special rights over, or may have such deferred rights, or be subject to any such restrictions as compared with the others as the Company has power to  attach to unissued or new shares.

58. Upon a consolidation of fully paid shares into shares of larger amount the Directors may settle any difficulty which arises and in particular may, as between the holders of shares consolidated, determine which shares are consolidated into each consolidated share. In the case of any shares registered in the name or names of one or more Members being consolidated with shares registered in the name or names of another Member or Members, the Directors may make such arrangements for the sale of the consolidated share or for the issue, acceptance or sale of fractional certificates and may sell the consolidated share or the fractions represented by fractional certificates, either upon the market or otherwise, to such person or persons at such times and at such prices as they think fit. The Directors shall distribute the net proceeds of sale among the Members rateably in accordance with their interests in the consolidated share or the fractions represented by the fractional certificates. For the purpose of giving effect to a sale the Directors may appoint some person to transfer the shares or fractions sold to the purchasers save where the amount to be

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distributed to a Member in respect of any such interest or fraction amount to less than £3.00 (or such greater amount as the Nominated Adviser (where the Company’s shares are admitted to trading on AIM) or (as the case may be) the UK Listing Authority (where the Company’s shares are admitted to the Official List) shall from time to time permit), in which case any such amount may be retained for the benefit of the Company.

59. The Company may by special resolution reduce its share capital and any capital redemption reserve fund or any share premium account in any manner subject to any conditions and consents required by law.

4. BORROWING POWERS

146. The Directors may exercise all the powers of the Company to borrow money, and to mortgage or charge all or any part of its undertaking, property and assets (both present and future), including its uncalled capital and, subject to the Statutes, to issue Debentures and other securities, whether outright or as collateral security, for any debt, liability or obligation of the Company or of any third party.

146.1 The Board must restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiaries (if any) so as to secure (but as regards subsidiaries only in so far as, by the exercise of the rights or powers of control, the Board can secure) that the aggregate principal amount outstanding of all borrowings by the Group (exclusive of borrowings owing by one Member of the Group to another Member) does not, without the previous sanction of an ordinary resolution, exceed the greater of £5 000 000 or three times the Adjusted Capital and Reserves.

5. ROTATION OF DIRECTORS

121. At every annual general meeting any Directors who are bound to retire under Article and one-third of the other Directors or, if their number is not a multiple of three, then the number nearest to but not less than one-third shall retire from office. A Director retiring at a meeting shall retain office until the close of the meeting.

122. The Directors to retire on each occasion shall be those who have been longest in office since their last election but, as between persons who became or were re-elected Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. The Directors to retire on each occasion (both as to number and identity) shall be determined by the composition of the Board at the date of the notice convening the annual general meeting. No Director shall be required to retire or be relieved from retiring by reason of any change in the number or identity of the Directors after the date of the notice but before the close of the meeting. The aforesaid provisions pertaining to retirement are subject to the proviso that if the Director is appointed as managing director or as an employee of the Company in any other capacity, the contract under which he has appointed may provide, subject to the approval by ordinary resolution of the Members at a general meeting, that he shall not while he continues to hold that position or office under contract for a term of rotation be subject to retirement by such contract and he shall not in such case be taken into account in determining the rotation or retirement of Directors provided that less than half the Directors may be appointed to any such position.

123. A retiring Director shall be eligible for re-election.

124. Subject to the provisions of these Articles, the Company at the meeting at which a Director retires may elect a person to fill the vacated office. In default, the retiring Director shall, if willing to continue to act, be deemed to have been re-elected, unless at the meeting it is expressly resolved not to fill the vacated office or unless a resolution for the re-election of the Director has been put to the meeting and lost.

125. No person other than a Director retiring at the meeting shall, unless recommended by the Directors, be eligible for election to the office of Director at any general meeting, unless not less than seven nor more than 42 days before the date appointed for the meeting there has been left at the Office a notice In Writing, signed by a Member (not being the person to be proposed) duly qualified to attend and vote at the meeting, of his intention to propose the person for election, and a notice In Writing signed by that person of his willingness to be elected.

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126. The nomination of a new director must be received by the Company at least 14 days before the date of any annual general meeting.

127. The Company in general meeting may increase or reduce the number of Directors and may determine in what rotation the increased or reduced number is to go out of office.

6. POWERS OF DIRECTORS

111. The business of the Company shall be managed by the Directors, who may exercise all such powers of the Company as are not by the Statutes or by these Articles required to be exercised by the Company in general meeting, but subject to any regulations of these Articles, to the provisions of the Statutes, and to such regulations, which are not inconsistent with those regulations or provisions, as may be prescribed by special resolution of the Company in general meeting. No regulation made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if the regulation had not been made. The general powers given by this Article are not limited or restricted by any special authority or power given to the Directors by any other Article.

112. The Directors may arrange that any branch of the business carried on by the Company or any other business in which the Company is interested shall be carried on by or through one or more subsidiaries. They may on behalf of the Company make such arrangements as they think advisable for taking the profits or bearing the losses of any branch or business or for financing, assisting or subsidising any subsidiary or guaranteeing its contracts, obligations or liabilities. They may appoint, remove and reappoint any person (whether a Member of their own body or not) to act as a director, managing director or manager of a subsidiary or any other company in which the Company is interested, and may determine his remuneration (whether by way of salary, commission on profits or otherwise). A Director may retain any remuneration payable to him in respect of the appointment.

113. The Directors may by power of attorney appoint any person to be the attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they think fit. The power of attorney may contain such provisions for the protection and convenience of persons dealing with the attorney as the Directors think fit and may authorise the attorney to subdelegate all or any of the powers, authorities and discretions vested in him.

114. The Directors may procure the establishment and maintenance of or participation in or contribution to any non-contributory or contributory pension or superannuation fund, scheme or arrangement or life assurance scheme or arrangement for the benefit of, and pay, provide for or procure the grant of donations, gratuities, pensions, allowances, bonuses, benefits or emoluments to, any person (including directors and other officers whether of the Company or of any other company referred to in this paragraph) who is or has been in the employment of the Company, or of any company which is a subsidiary of the Company or a predecessor in business of the Company or a subsidiary, or of any allied or associated companies of the Company or any such companies and the spouses, widows, widowers, families, dependants or connections of any such persons. No pension, annuity or other allowance or benefit (except as provided for by or in accordance with any other Article) shall be granted to a Director or former Director who has not been an executive Director or held any other office or place of profit under the Company or any of its subsidiaries or to a person who has no claim on the Company except as a relation, connection or dependant of a Director or former Director, without the approval of an ordinary resolution of the Company.

115. The Directors may establish, maintain and give effect to any scheme approved by an ordinary resolution for the allotment of or the grant of options to subscribe for shares of the Company to persons (including Directors) in the employment of the Company or any subsidiary of the Company and may exercise all the powers conferred on them by the scheme (including any power to alter or add to its provisions). These Articles shall be deemed to be modified so far as may be necessary to give effect to the scheme in respect of any shares in issue or under option.

116. The Directors may procure any of the matters referred to in this Article are done by the Company either alone or in conjunction with any other company.

117. All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments, and all receipts for monies paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed in such manner as the Directors determine.

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7. DIVIDENDS AND OTHER PAYMENTS TO MEMBERS

157. The profits of the Company available for dividend and resolved to be distributed shall be applied in the payment of dividends to the Members in accordance with their respective rights and priorities. The   Company, by ordinary resolution, in general meeting may declare dividends accordingly. No  higher dividend shall be paid than is recommended by the Board and the declaration of the Board as to the amount of the profits at any time available for distribution shall be conclusive.

158. No dividend or interim dividend may be paid otherwise than in accordance with Part 23 of the Companies Act 2006.

159. No dividend shall be payable except out of the profits of the Company (including profits set aside to  any reserve fund under Article 175) or in excess of the amount recommended by the Directors.

160. Dividends must be declared and paid according to the amounts paid on the shares in respect of which the dividends are paid. For the purposes of this Article, no amount paid on a share in advance of calls shall be treated as paid on the share. Dividends shall be apportioned and paid pro rata according to the amounts paid on the shares during any portions of the period in respect of which the dividend is paid but, if any share is issued on terms providing that it ranks for dividend as from a particular date, the share shall rank for dividend accordingly.

161. The Directors must transfer to share premium account as required by the Statutes sums equal to  the amount or value of any premiums at which any shares of the Company are issued.

162. The Directors may pay such interim dividends as appear to them to be justified by the profits of the Company. If the capital of the Company is divided into different classes of shares the Directors may pay interim dividends in respect of those shares which confer on the holders deferred or non-preferred rights as well as in respect of those shares which confer on the holders preferential or special rights with regard to dividends. Provided that the Directors act bona fide, they shall not incur any responsibility to the holders of any shares for any damage that they suffer by reason of the payment of an interim dividend on any shares. The Directors may also pay half-yearly or at other suitable intervals to be settled by them any dividend which is payable at a fixed rate if they are of the opinion that the profits justify the payment.

163. A general meeting declaring a dividend or bonus may direct payment of the dividend or bonus wholly or partly by the distribution of specific assets and, in particular, of paid up shares or Debentures of another company or in any one or more of these ways. The Directors shall give effect to the resolution and, where a difficulty arises in regard to the distribution, the Directors may settle it as they think expedient. In particular they may issue certificates in respect of fractions and fix the value for distribution of specific assets, may determine that cash payments are made to any Members upon the footing of that value in order to adjust the rights of all parties and may vest the assets in  trustees as may seem expedient to the Directors.

164. A resolution of the Company or of the Directors declaring a dividend may specify any date as the record date for the dividend, whether or not prior to the date on which the resolution is passed.

165. The Directors may deduct from any dividend or bonus payable to a Member any sums presently payable by him to the Company on account of calls or otherwise in respect of shares of the Company.

166. No unpaid dividend, bonus or interest shall bear interest as against the Company.”

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Annexure C

OTHER DIRECTORSHIPS

1. Directors

The Directors, hold or have held the following directorships or have been partners in the following partnerships within the five years prior to the last practicable date:

Name of director Company Directorship status

Andrew Sarosi Braemore Nickel (Pty) Ltd Current

Braemore Holdings (Mauritius) Pty Ltd Current

Braemore Resources Limited Current

Braemore Platinum Limited Current

Galileo Resources Plc Current

Lion Networks Limited Current

MIT Ventures Corp Current

Holyrood Platinum Pty Limited Current

Mokopane Exploration Pty Limited Past

Emanuel Mining and Exploration Pty Limited Past

Pritco Limited Past

Christopher Molefe Astrapak Limited Past

Capital Oil (Pty) Limited Current

Cupar Limited Past

Jubilee Plc Current

Kiwara Plc Past

Mathunde Investments (Pty) Limited Past

Merafe Chrome & Alloys (Pty) Limited Current

Merafe Ferrochrome & Mining Current

Merafe Limited Current

New Plats Tjate (Pty) Limited Current

Pollux Investment Holdings (Pty) Limited Current

Proptrade (Pty) Limited Past

Road Grip Afrityre (Pty) Limited Past

Royal Bafokeng Economic Board Past

Royal Bafokeng Holdings (Pty) Limited Past

Royal Bafokeng Management (Pty) Limited Past

Royal Bafokeng Platinum (Pty) Limited Past

Royal Bafokeng Resources (Pty) Limited Past

Tech Edge Group (Pty) Limited Current

Tjate Platinum Corporation (Pty) Limited Current

Transhold Properties Past

Transite Properties Past

Glenover Phosphate (Pty) Limited Current

Galagen (Pty) Limited Current

Galileo Resources Plc Current

Volutouch (Pty) Limited Current

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Name of director Company Directorship status

Colin Bird Lion Mining Finance Limited Current

Lion Networks Limited Past

Lion Capital Corporation Limited Past

GP Precious Metals Limited Past

Sacoil Holdings Limited Current

Freegold Ventures Limited Past

Emanuel Mining & Exploration Limited Current

Pioneer Coal Pty Limited Current

Pioneer Coal Limited Current

MIT Venture Corp Past

Mokopane Mining & Exploration Pty Limited Current

Pilanesberg Mining Co Pty Limited Current

Holyrood Platinum Pty Limited Current

Afminco Pty Limited Current

Costain Mining Limited Past

Arkload Limited Past

Veremo Limited Past

AK Motor Sport Limited Past

1 Tara Bar And Restaurant CC Current

Dialyn Café CC Current

NDN Properties CC Current

Umhlanga Lighthouse Café CC Current

Isigidi Trading 413 CC Current

Add X Trading 810 CC Current

Galagen Pty Limited Current

Xtract energy Plc Current

Sovereign Energy Plc Current

Tiger Resource Finance Plc Current

Plateau Mining Plc Past

Kiwara Plc Past

Pan African Resources Plc Past

Galileo Resources Plc Current

African Pioneer Trust Plc Current

Polar Star Mining Plc Current

Dr M Phosa Forum millenium trust Current

Hwj timbers Current

Eberspacher rosslyn Current

African waterways Current

Akula trading 4 Current

Arrow creek investments 221 Current

Bacarac trading 91 Current

Baphiring energy Current

Batho bonke capital (rf) Current

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Name of director Company Directorship status

Bauba platinum Current

Bay drive trading 15 Current

Bazirox Current

Beta gold Current

Blue summit properties Current

Botlalo mining and energy resources Current

Brent oil Current

Business venture investments no 930 Current

Camden bay investments 19 Current

Canyon springs investments 18 Current

Continuum investment holdings Current

Continuum principal investments Current

Cs hentiq 1176 Current

Dakawa properties Current

Dartingo trading 178 Current

Du toit-smuts and mathews phosa Current

Eberspacher exhaust systems Current

Eberspacher south africa Current

Echo canyon trading 126 Current

Echo structured investments Current

Edge bay investments 14 Current

Enercorp skills development trust Current

Eveni communications Current

Eveni investments and consulting Current

Eveni medical investments Current

Eveni mining and exploring Current

Eveni projects and management Current

Eveni properties Current

Eveni waste investments Current

Gravelotte mines Current

Hans merensky holdings Current

Hexing mzanzi trading (Pty) Limited Current

Ipsoflo Current

Jubilee platinum plc Current

Karimu 2005 investments Current

Kuvuka 2006 properties Current

Lagoonbay lifestyle estate Current

Manhattan process engineering Current

Mathews phosa and associates Current

Mbombela new development company number one Current

Mobile agri skills development and training Current

N m phosa foundation Current

National pride trading 456 Current

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Name of director Company Directorship status

Nelspruit project management and development services

Current

Opsiweb investments Current

Power matla Current

Quality safety 2002 Current

Rexitrix Current

Rights africa Current

Smec south africa Current

Smokey mountain trading 649 Current

Special olympics south africa Current

Town propco Current

Tsb sugar holdings Current

Two ships trading 137 Current

Value group Current

Vermeester beleggings Current

Vuka commondale treated timber Current

Vuka forestry holding Current

Vuka water projects Current

Western crown properties 134 Current

Eveni development and construction Current

Ingenuity consulting services Current

Manhattan operations africa Current

Proxiscape Current

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Annexure D

CORPORATE GOVERNANCE

In formulating the Company’s corporate governance procedures, the Board of Directors take due regard of the principles of good governance as set out in the UK Corporate Governance Code issued by the Financial Reporting Council and the size and stage of development of the Group. The Group also takes due regard of the Quoted Companies Alliance (“QCA”) Guidelines on Corporate Governance for Smaller Quoted Companies and complied in all material respects with the principles of the King Code III on corporate governance (“King III”), to the extent required by JSE Listings Requirements.

The Board relies on the remuneration and nomination committee and the audit and risk committee to review, on an ongoing basis, all rules, regulations and all risks applicable to the Group.

The Board comprises three Executive Directors and three non-executive Directors. The Company does not, as recommended in King III:

• have an independent non-executive Chairman. It has operated as from 1 August 2010 with non-executive Chairman, Mr Colin Bird, who is not regarded as independent. The Board believes that this situation can be supported because the Chairman has considerable corporate experience and skills, which the Board considers essential at chairman level;

• have independent non-executive Directors serving on the audit committee and the Chairman of the Board is a member of the audit committee. The Board believes that the situation can be supported because all non-executive Directors have considerable corporate experience and skills;

• have an internal audit department. The Board believes that the situation can be supported due to the hands on involvement of the Directors in all subsidiaries; and

• have a formal corporate citizen/corporate social responsibility programme or social and ethics committee in place due to financial constraints.

The Directors’ policies are as follows:

The remuneration and nomination committee regularly reviews the Group’s nominations and appointments policy. The policy is aligned with all necessary legislation and regulations that include, but are not limited to, the requirements of the South African Companies Act and JSE Listings Requirements.

The policy sets out the process for the nomination and appointment of directors and key executives. There is a formal process for the appointment of Directors. Information is provided to shareholders of the Director’s education, qualifications, experience and other directorships. In terms of the policy, executive management requires permission to be appointed to external boards. This reduces the potential for conflicts of interest and helps to ensure that management is able to devote sufficient time and focus to group business.

In accordance with the policy, the Board takes cognisance of the knowledge, skills and experience of prospective Directors, as well as other attributes considered necessary for the role. The Board also considers the need for demographic representation when making a new appointment. Furthermore, candidates are subject to a “fit and proper” enquiry, as required by the JSE.

Remuneration of executive Directors is established by reference to the remuneration of executives of equivalent status both in terms of level of responsibility of the position and by reference to their job qualifications and skills. The remuneration and nomination committee also have regard to the terms which may be required to attract an executive of the equivalent experience to join the Board from another company. Such packages include performance related bonuses and the grant of share options. The remuneration and nomination committee consists of Colin Bird and Christopher Molefe and met once during the year to consider the emoluments of the executive Directors.

The structure of the Board ensures that no one individual or group dominates the decisionmaking process. The Board meets on a regular basis and provides effective leadership, overall control and direction to the Group’s affairs through the schedule of matters reserved for its decision. This includes the approval for the budget and business plan, major capital expenditure, acquisitions and disposals, risk management policies and the approval of the financial statements. Formal agendas, papers and reports are sent to the Directors in a timely manner prior to Board meetings. The Board delegates certain of its responsibilities to Board committees

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which have clearly defined terms of reference. Between the Board meetings referred to above, an Executive Management Committee consisting of the executive Directors meets on a regular basis. The Board met every quarter and most of the Directors attended all scheduled meetings.

All Directors have access to the advice and services of the Company secretary, who is responsible for  ensuring  that all Board procedures are followed. Any Director may take independent professional advice at  the Company’s expense in the furtherance of his duties.

A minimum of one third of the Directors retire from office at every Annual General Meeting (“AGM”) of the Company. In general, those Directors who have held office the longest time since their election are required to retire. A retiring Director may be re-elected and a Director, appointed by the Board since the last AGM, can also be re-elected. In the latter case the Director’s period of prior appointment by the Board will not be taken into account for the purposes of rotation.

The audit and risk committee consists of Colin Bird and Christopher Molefe and meets as appropriate but at least twice a year. During the 2012 financial year the committee met once to consider the Group’s financial reporting (including accounting policies) and the internal financial controls designed to identify and prevent the risk of loss. Colin Bird was appointed to the audit and risk committee due to his ability and knowledge within the industry. The audit and risk committee has reviewed the systems in place and considers these to be appropriate. The committee also sets principles for recommending the use of external auditors for non-audit services. The audit and risk committee has considered and satisfied itself of the appropriateness and expertise of the Financial Director (Mr Eduard Victor) and the finance function, and is unanimously satisfied of his continuing suitability for the financing function.

The Board attaches importance to maintaining good relationships with all its shareholders and ensures that all price sensitive information is released to all shareholders at the same time and in accordance with the AIM rules and the JSE Limited rules. The Company’s principal communication with its investors is through the AGM and through the annual report and interim statement. The Company maintains a website, in compliance with AIM Rule 26, containing up-to-date information of the Group’s activities as well as all recent LSE Regulatory News Service and JSE SENS announcements.

Capita Company Secretarial Services acted as company secretary for the financial year.

Compliance with the Bribery Act

The Board acknowledges the UK Bribery Act 2010 which came into force on 1 July 2011. It is the policy of the Board to comply with all laws and regulations including this Act.

Internal control

The Board is responsible for maintaining an appropriate system of internal controls to safeguard shareholders’ investments and Group assets.

The Directors monitor the operation of internal controls. The objective of the system is to safeguard Group assets, maintain proper accounting records and ensure that the financial information used within the business and for publication is reliable. Any such system of internal control can only provide reasonable but not absolute assurance against material misstatement or loss.

Internal financial control procedures undertaken by the Board include:

• regular review of financial reports and monitoring performance;

• prior approval of all significant expenditure including all major investment decisions; and

• review and debate of treasury policy.

Risk assessment and the review of internal controls are undertaken by the Board in the context of the Group’s overall strategy. The review covers the key business operational, compliance and financial risks facing the Group. In arriving at its judgement of what risks the Group faces, the Board has considered the Group’s operations in the light of the following:

• the nature and extent of risks which it regards as acceptable for the Group to bear within its overall business objective;

• the threat of such a risk becoming a reality;

• the Group’s ability to reduce the incidence and impact of risk on its performance; and

• the cost and benefits to the Group of operating the relevant controls.

252

The Board has reviewed the operation and effectiveness of the Group’s system of internal control for the financial year and the period up to the date of approval of these financial statements and consider it to be adequate.

Relations with shareholders

Communication with shareholders is given a high priority by the Board and the Directors are available to enter into dialogue with shareholders. All shareholders are encouraged to attend and vote at the Annual General Meeting during which the Board is available to discuss issues affecting the Company.

Jubilee accepts the obligation to apply the practices prescribed by the King III report and has resolved as a business philosophy to adopt and pursue the same. It therefore strives to meet those objectives in  accordance with the content of the table below:

In reading the table below, the numbers 1 to 3 have the following meanings: 1: Not applied/will not be applied; 2: In process/partially applied; and 3: Fully applied.

It should be noted that the Company is currently implementing a register to be published on the Company’s website as contemplated in the guidance letter issued by the JSE on 31 January 2013. After implementation of the Scheme, PLA will also form part of the Group and will be subjected to the principles of King III.

Principle per King III Stage of Maturity Comments

Ethical leadership and corporate citizenship

Effective leadership based on an ethical foundation

3 Jubilee’s appointment to the Tjate Board of historically disadvantaged South African (HDSA) non-executive directors, whose responsibilities include liaising with the Tjate community, bolsters the Company’s commitment to the principles of the Mining Charter and community consultation.

Responsible corporate citizen 3

Effective management of the Company’s ethics

3

Board and Directors

The board is the focal point for and custodian of corporate governance.

3

Strategy, risk, performance and sustainability are inseparable.

3

The board and its directors should act in the best interests of the Company.

3

Elect a chairman of the board who is an independent non-executive director.

2 The Board of the Enlarged Group will be constituted to ensure compliance with King III. A lead independent non-executive director will be appointed in view of the fact that the Chairman is not independent.

The board comprises a balance of power, with a majority of non-executive directors.

3

Directors should be appointed through a formal process.

2 A formal Board appointment process is being formulated for the Enlarged Group.

Formal induction and ongoing training and development of directors should be conducted through formal processes.

2 A formal induction process is being developed to achieve compliance with UK, SA and Australian laws.

253

Principle per King III Stage of Maturity Comments

The board assisted by a competent, suitably qualified and experienced company secretary.

3

Remuneration of each individual director and certain senior executives is disclosed

3

The company’s remuneration policy is approved by shareholders

3

Audit committees

Effective and independent audit committee

2 A new audit committee will be constituted as soon as the Enlarged Group is operational. The committee will consist of at least three independent non-executive Directors.

Chaired by an independent non-executive director

2 The chairman of the newly constituted audit committee will be independent.

Responsible for overseeing of internal audit

1 The size of the Enlarged Group and the stage of development do not justify the costs of an internal audit function. This requirement will be reviewed annually.

Integral component of the risk management process

2 The size of the Enlarged Group and the stage of development do not justify the costs of an internal audit function. This requirement will be reviewed annually.

Oversees the external audit process 3

Reports to the board and shareholders on how it discharged its duties

3

The governance of risk

The board is responsible for the governance of risk and setting levels of risk tolerance

2 The Enlarged Group will implement risk registers to identify and manage risk within the Group.

The risk management committee assist the board in carrying out its risk responsibilities

2 This will be a function of the audit and risk committee

The board ensures that risk assessments and monitoring are performed on a continual basis

2 This will be a function of the audit and risk committee

Frameworks and methodologies are implemented to increase the probability of anticipating unpredictable risks

2 This will be a function of the audit and risk committee

Management implements appropriate risk responses

2 This will be a function of the audit and risk committee

Sufficient risk disclosure to stakeholders 2 This is an area where the Enlarged Group will be developing and maintaining a risk disclosure matrix.

The governance of information technology

The board is responsible for information technology (IT) governance

3

254

Principle per King III Stage of Maturity Comments

IT is aligned with the performance and sustainability objectives of the Company

3

The board should delegate to management the responsibility for the implementation of an IT governance framework

3

IT assets are managed effectively 3

Risk committee and audit committee assist the board in carrying out its IT responsibilities.

3

Compliance with laws, codes, rules and standards

The board ensures that the Company complies with relevant laws

3

The board and directors have a working understanding of the relevance and implications of non-compliance

3

Compliance risk forms an integral part of the Company’s risk management process

3

Internal audit

Effective risk-based internal audit 1 The size of the Enlarged Group and the stage of development do not justify the costs of an internal audit function. This requirement will be reviewed annually.

Internal audit should follow a risk-based approach to its plan

1 The size of the Enlarged Group and the stage of development do not justify the costs of an internal audit function. This requirement will be reviewed annually.

Written assessment of the effectiveness of the Company’s system of internal control and risk management.

1 The size of the Enlarged Group and the stage of development do not justify the costs of an internal audit function. This requirement will be reviewed annually.

Internal audit is strategically positioned to achieve its objectives

1 The size of the Enlarged Group and the stage of development do not justify the costs of an internal audit function. This requirement will be reviewed annually.

Governing stakeholder relationships

Appreciation that stakeholders’ perceptions affect a company’s reputation

3

Management to proactively deal with stakeholder relationships

3

There is an appropriate balance between its various stakeholder groupings, in the best interests of the Company

3

Equitable treatment of shareholders 3

255

Principle per King III Stage of Maturity Comments

Transparent and effective communication to stakeholders

3

Integrated reporting and disclosure

Ensures the integrity of the Company’s integrated report.

2 Area for improvement to be addressed in the 2013 Integrated report.

Sustainability reporting and disclosure is integrated with the Company’s financial reporting

2 Area for improvement to be addressed in the 2013 Integrated report.

Sustainability reporting and disclosure is independently assured

2 Area for improvement to be addressed in the 2013 Integrated report.

256

Annexure E

DETAILS OF SUBSIDIARIES

Details of the major subsidiaries directly held by Jubilee as at the last practicable date are set out below:

NameDate and Country of incorporation

Issued share capital

Proportion of equity capital

held by the Group

Maude Mining and Exploration (Pty) Limited 15 April 2003South Africa

1 000 65%

Mineral Resources of Madagascar Sarl 16 February 2007Madagascar

10 000 100%

Windsor Platinum Investments (Pty) Limited 15 September 2003South Africa

10 000 100%

Newplats (Tjate) (Pty) Limited 12 November 2003South Africa

169 45%

Braemore Resources plc 9 November 2009South Africa

100 100%

Jubilee Smelting and Refining (Pty) Limited 70 70%

Power Alt (Pty) Limited 8 March 2011South Africa

740 70%

Antsahabe (Madagascar) Sarl 7 November 2006Madagascar

100 100%

Platinum Australia Limited 21 June 2000Australia

504 968 043 100%

The principal activity of the Group is mineral exploration.

257

Annexure F

DETAILS OF PRINCIPAL IMMOVABLE PROPERTY OWNED OR LEASED

Principal immovable property leased

Details of principal immovable property leased by the Enlarged Group as at the last practicable date are set out below:

OwnerProperty type Location

Commencement of lease

Unexpired term of lease

Rentalpayment Area

Braemore Platinum Smelters (Pty) Limited

Commercial offices

First floor Stoney Ridge Office ParkCorner Witkoppen and Waterford RoadsBryanston2021

1 November 2008 8 months £78 000 per annum

292m2

258 PRINTED BY INCE (PTY) LTD REF. W2CF 15922

Jubilee Platinum Plc(Registration number: 4459850)

JSE code: JBL AIM code: JLP ISIN: GB0031852162

(“Jubilee” or “the Company”)

FORM OF PROXY

For use by certificated shareholders and dematerialised shareholders who have “own-name” registration of securities at the general meeting of Jubilee shareholders to be held at 11:00 (UK time) on Tuesday, 28 May 2013 at finnCap Limited, 60 New Broad Street, London, EC2M  1JJ.

I/We (Please print full names)

Of (address)

Being the holders of shares in the Company, hereby appoint (see note 1)

1. or failing him/her

2. or failing him/her,

the chairman of the general meeting as my/our proxy to attend and speak and vote for me/us on my/our behalf at the general meeting which will be held for the purpose of considering and, if deemed fit, passing with or without modification, the [special and] ordinary resolutions to be proposed and at each adjournment of the meeting and to vote for or against the special and ordinary resolutions or to abstain from voting in respect of the ordinary shares in the issued capital of the Company registered in my/our name/s, in accordance with the following instructions (see note 2).

Insert an “X” or the number of shares (see note 2)

For Against Abstain

Special resolution 1: Removal of limit on authorised share capital

Special resolution 2: General authority to issue shares

Ordinary resolution 1: Authority to issue shares

Ordinary resolution 2: Acquisition of PLA

Ordinary resolution 3: Specific issue to MBL

Ordinary resolution 4: Specific issue to creditors

Ordinary resolution 5: Authority to sign

Insert an “X” in the relevant spaces above according to how you which your votes to be cast. However, if you wish to cast your votes in respect of a lesser number of ordinary shares than you own in the Company, insert the number of ordinary shares held in respect of which you desire to vote (see note 2).

Signed at [place] on [date] 2013

Signature

Assisted by me (where applicable)

Each member is entitled to appoint one or more proxies (who need not be a member of the Company) to attend speak and, on a poll, vote in place of that member at the general meeting.

PLEASE READ THE NOTES ON THE REVERSE SIDE OF THIS PROXY FORM.

Notes:

1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered on the Company’s register of members at: 18:00 on Friday, 17 May 2013 or, if the general meeting is adjourned, at 18:00 on the day two days prior to the adjourned meeting, shall be entitled to attend and vote at the general meeting.

2. A shareholder may insert the name of a proxy or the names of two alternative proxies of the shareholder’s choice in the space(s) provided, with or without deleting “the chairman of the general meeting”, but any such deletion must be initialled by the member. The person whose name stands first on the form of proxy and who is present at the general meeting will be entitled to act as proxy to the exclusion of those whose names follow.

3. A proxy does not need to be a member of the Company but must attend the general meeting to represent you. If you wish your proxy to speak on your behalf at the general meeting you will need to appoint your own choice of proxy (not the chairman) and give your instructions directly to them.

4. Please insert an “X” in the relevant spaces according to how you wish your votes to be cast. However, if you wish to cast your votes in respect of a lesser number of shares than you own in the Company, insert the number of ordinary shares held in respect of which you desire to vote. Failure to comply with the above will be deemed to authorise the proxy to vote or to abstain from voting at the general meeting as he/ she deems fit in respect of all the member’s votes exercisable thereat. A shareholder or his/her proxy is not obliged to use all the votes exercisable by the shareholder or by his/her proxy, but the total of the votes cast and in respect whereof abstention is recorded may not exceed the total of the votes exercisable by the shareholder or by his/her proxy.

5. Forms of proxy must be lodged with or posted to the South African transfer secretaries, Computershare Investor Services Proprietary Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) or the United Kingdom Registrars, Capita Registrars, Northern House, Woodsome Park, Fenay Bridge, Huddersfield HD8 0LA, to be received by not later than 11:00 (UK time) on Thursday, 23 May 2013.

6. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact Computershare Investor Services Proprietary Limited or Capita Registrars who will arrange for the appropriate documentation to be provided to you.

7. The completion and lodging of this form of proxy will not preclude the relevant shareholder from attending the general meeting and  speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof.

8. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy unless previously recorded by the Company’s transfer secretaries or United Kingdom registrars or waived by the chairman of the general meeting.

9. Any alteration or correction made to this form of proxy must be initialled by the signatory (ies).

10. A minor must be assisted by his/her parent or guardian unless the relevant documents establishing his/her legal capacity are produced or have been registered by the South African transfer secretaries or United Kingdom registrars of the Company.

11. The chairman of the general meeting may accept any form of proxy which is completed other than in accordance with these notes if  the chairman of the general meeting is satisfied as to the manner in which the shareholder wishes to vote.

12. The date must be filled in on this form of proxy when it is signed.