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SIBANYE STILLWATER LIMITED - Announcement relating to the proposed acquisition of the Santa Rita and Serrote mines in Brazil

Release Date: 24/01/2022 08:05
Code(s): SSW     PDF:  
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Announcement relating to the proposed acquisition of the Santa Rita and Serrote mines in Brazil

Sibanye Stillwater Limited
Incorporated in the Republic of South Africa
Registration number 2014/243852/06
Share codes: SSW (JSE) and SBSW (NYSE)
ISIN – ZAE000259701
Issuer code: SSW
(“Sibanye-Stillwater” or “Company” or “the Group”)


Announcement relating to the proposed acquisition of the Santa Rita and Serrote mines
in Brazil

Johannesburg, 24 January 2022: On 26 October 2021 Sibanye-Stillwater (Tickers JSE: SSW
and NYSE: SBSW) announced that it had entered into purchase and sale agreements with
affiliates of funds advised by Appian Capital Advisory LLP ("Appian") to purchase 100%
of the Santa Rita nickel mine ("Santa Rita") and the Serrote copper mine, both located
in Brazil, for a cash consideration of US$1.0 billion and a 5.0% net smelter royalty
over potential future underground production at Santa Rita (the "Atlantic Nickel SPA"
and the "MVV SPA", respectively).

The Company has been advised by Appian that subsequent to the signing of the Atlantic
Nickel SPA and the MVV SPA a geotechnical event occurred at Santa Rita. The Company
has assessed the event and its effect and has concluded that it is and is reasonably
expected to be material and adverse to the business, financial condition, results of
operations, the properties, assets, liabilities or operations of Santa Rita.

Accordingly, pursuant to the terms of the Atlantic Nickel SPA, Sibanye BM Brazil
(Proprietary) Limited (the "Purchaser"), a wholly owned subsidiary of Sibanye-
Stillwater, has today given notice of termination of the Atlantic Nickel SPA. As the
MVV SPA is conditional on the contemporaneous closing of the Atlantic Nickel SPA, and
that condition has become impossible to satisfy, the Purchaser has also today given
notice of termination of the MVV SPA.


Investor relations contact:
James Wellsted
Head of Public Relations
Tel: +27 (0) 83 453 4014

Sponsor: J.P. Morgan Equities South Africa Proprietary Limited


The information in this document may contain forward-looking statements within the meaning of
the “safe harbour” provisions of the United States Private Securities Litigation Reform Act of
1995. These forward-looking statements, including, among others, those relating to Sibanye
Stillwater Limited’s (“Sibanye-Stillwater” or the “Group”) financial positions, business
strategies, plans and objectives of management for future operations, are necessarily estimates
reflecting the best judgment of the senior management and directors of Sibanye-Stillwater and
involve a number of risks and uncertainties that could cause actual results to differ materially
from those suggested by the forward-looking statements. As a consequence, these forward-looking
statements should be considered in light of various important factors, including those set
forth in this report.

All statements other than statements of historical facts included in this report may be forward-
looking statements. Forward-looking statements also often use words such as “will”, “forecast”,
“potential”, “estimate”, “expect”, “plan”, “anticipate” and words of similar meaning. By their
nature, forward-looking statements involve risk and uncertainty because they relate to future
events and circumstances and should be considered in light of various important factors,
including those set forth in this disclaimer. Readers are cautioned not to place undue reliance
on such statements.

The important factors that could cause Sibanye-Stillwater’s actual results, performance or
achievements to differ materially from estimates or projections contained in the forward-
looking statements include, without limitation, Sibanye-Stillwater’s future financial position,
plans, strategies, objectives, capital expenditures, projected costs and anticipated cost
savings, financing plans, debt position and ability to reduce debt leverage; economic, business,
political and social conditions in South Africa, Zimbabwe, the United States and elsewhere;
plans and objectives of management for future operations; Sibanye-Stillwater’s ability to
obtain the benefits of any streaming arrangements or pipeline financing; the ability of Sibanye-
Stillwater to comply with loan and other covenants and restrictions and difficulties in
obtaining additional financing or refinancing; Sibanye-Stillwater’s ability to service its bond
instruments; changes in assumptions underlying Sibanye-Stillwater’s estimation of its current
mineral reserves; any failure of a tailings storage facility; the ability to achieve anticipated
efficiencies and other cost savings in connection with, and the ability to successfully
integrate, past, ongoing and future acquisitions, as well as at existing operations; the ability
of Sibanye-Stillwater to complete any ongoing or future acquisitions; the success of Sibanye-
Stillwater’s business strategy and exploration and development activities; the ability of
Sibanye-Stillwater to comply with requirements that it operate in ways that provide progressive
benefits to affected communities; changes in the market price of gold and PGMs; the occurrence
of hazards associated with underground and surface mining; any further downgrade of South
Africa’s credit rating; a challenge regarding the title to any of Sibanye-Stillwater’s
properties by claimants to land under restitution and other legislation; Sibanye-Stillwater’s
ability to implement its strategy and any changes thereto; the occurrence of labour disruptions
and industrial actions; the availability, terms and deployment of capital or credit; changes
in the imposition of regulatory costs and relevant government regulations, particularly
environmental, tax, health and safety regulations and new legislation affecting water, mining,
mineral rights and business ownership, including any interpretation thereof which may be subject
to dispute; the outcome and consequence of any potential or pending litigation or regulatory
proceedings or environmental, health or safety issues; the concentration of all final refining
activity and a large portion of Sibanye-Stillwater’s PGM sales from mine production in the
United States with one entity; the identification of a material weakness in disclosure and
internal controls over financial reporting; the effect of US tax reform legislation on Sibanye-
Stillwater and its subsidiaries; the effect of South African Exchange Control Regulations on
Sibanye-Stillwater’s financial flexibility; operating in new geographies and regulatory
environments where Sibanye-Stillwater has no previous experience; power disruptions,
constraints and cost increases; supply chain shortages and increases in the price of production
inputs; the regional concentration of Sibanye-Stillwater’s operations; fluctuations in exchange
rates, currency devaluations, inflation and other macro-economic monetary policies; the
occurrence of temporary stoppages of mines for safety incidents and unplanned maintenance;
Sibanye-Stillwater’s ability to hire and retain senior management or sufficient technically
skilled employees, as well as its ability to achieve sufficient representation of historically
disadvantaged South Africans in its management positions; failure of Sibanye-Stillwater’s
information technology and communications systems; the adequacy of Sibanye-Stillwater’s
insurance coverage; social unrest, sickness or natural or man-made disaster at informal
settlements in the vicinity of some of Sibanye-Stillwater’s South African-based operations;
and the impact of HIV, tuberculosis and the spread of other contagious diseases, such as the
coronavirus disease (COVID-19). Further details of potential risks and uncertainties affecting
Sibanye-Stillwater are described in Sibanye-Stillwater’s filings with the Johannesburg Stock
Exchange and the United States Securities and Exchange Commission, including the Integrated
Annual Report 2020 and the Annual Report on Form 20-F for the fiscal year ended 31 December

These forward-looking statements speak only as of the date of the content. Sibanye-Stillwater
expressly disclaims any obligation or undertaking to update or revise any forward-looking
statement (except to the extent legally required). These forward-looking statements have not
been reviewed or reported on by the Group’s external auditors.

Date: 24-01-2022 08:05:00
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