Results for the year ended 30 June 2012

Pan African Resources PLC

('Pan African' or the 'Company' or the 'Group')

(Incorporated and registered in England and Wales under Companies Act 1985

with registered number 3937466 on 25 February 2000)

Share code on AIM: PAF

Share code on JSE: PAN

ISIN: GB0004300496

Audited Results for the year ended 30 June 2012

Highlights and Key Matters

Group

-  Gross revenue for gold sales increased by 27.65% to GBP101.1 million (2011:
GBP79.2 million).

-  Earnings Before Interest, Taxation, Depreciation and Amortisation ('EBITDA')
increased by 57.89% to GBP45.0 million (2011: GBP28.5 million).

-  Attributable profit increased by 69.77% to GBP29.2 million (2011: GBP17.2
million).

-  Earnings per share ('EPS') increased by 68.33% to 2.02p (2011: 1.20p).

-  Headline earnings per share ('HEPS') increased by 69.17% to 2.03p (2011:
1.20p).

-  Profit margin* increased by 57.19% to US$ 918/oz (2011: US$ 584/oz).

-  Gold resource inventory† increased by 4.41% to 5.92Moz (2011: 5.67Moz).

-  Gold reserve inventory† increased by 16.0% to 1.16Moz (2011: 1.0Moz).

-  The Group's cash balance increased by 96.04% to GBP19.8 million (2011:
GBP10.1 million).

-  Group capital expenditure incurred was GBP17.4 million (2011: GBP21.0
million).

Offer accepted for the acquisition of Evander Gold Mines Ltd ('Evander Gold
Mines')

-  On 30 May 2012 the Group entered into an agreement with Harmony Gold Mining
Company Limited ('Harmony') to acquire the entire issued share capital and
claims against Evander Gold Mines for a total purchase consideration of
GBP116.2 million, subject to certain terms and conditions.

-  Evander Gold Mines reported a net profit of GBP21.9 million for the 6 months
ended 31 December 2011.

-  Evander Gold Mines has an expected life of mine (excluding the reserves from
the Rolspruit area that is contiguous to the current mining area) of more than
ten years.

-  Expected production profile of approximately 100,000 oz of gold per annum.

-  Evander Gold Mines total underground resource represents 28.74Moz (110Mt @
8.16g/t) and a reserve of 7.66Moz 28Mt @ 8.45g/t).

Mining Operations - Barberton Mines (Pty) Ltd ('Barberton Mines')

-  Gold sold increased by 2.44% to 94,449oz (2011: 92,197oz).

-  Capital investment of GBP10.7 million (2011: GBP6.8 million).

-  Sustained a head grade in excess of 10g/t.

-  Lost Time Injury Frequency Rate ('LTIFR') increased to 3.26 (2011: 2.2) and
Serious Injury Frequency Rate ('SIFR') to 0.74 (2011: 0.66).

Retreatment Operations - Phoenix Platinum Mining (Pty) Ltd ('Phoenix Platinum')

-  Sale of concentrate agreement concluded during November 2011.

-  Hot commissioning completed in April 2012.

-  Production of 3,384oz PGE 6E#.

-  Ramp up phase completed by July 2012.

Near-term Production - Barberton Tailings Retreatment Project ('BTRP')

-  Capital expenditure of approximately GBP23.2 million approved for project.

-  Construction commenced in April 2012.

-  Capital expenditure to date of GBP4.5 million.

-  Commissioning scheduled for July 2013.

* Profit margin is calculated by deducting the total cash cost in US$/oz sold
from the average US$/oz spot price received.

† Movement in the reserve and resource inventory includes Manica but excludes
the potential impact of the Evander transaction.

# Platinum, Palladium, Rhodium, Gold, Ruthenium and Iridium.

       2012   2011

Financial Summary

Gold sales                               (GBP)         101,068,596   79,208,399
                                                                               
EBITDA                                   (GBP)         45,017,891    28,540,323
                                                                               
Attributable profit - Owners of the      (GBP)         29,241,634    17,168,665
parent                                                                         
                                                                               
EPS                                      (pence)       2.02          1.20      
                                                                               
HEPS                                     (pence)       2.03          1.20      
                                                                               
Weighted average number of shares in     1,445,202,485 1,432,666,738           
issue                                                                          
                                                                               

Jan Nelson, CEO of Pan African commented, "We have produced an excellent set of
financial results and achieved two significant corporate milestones.  Barberton
mines produced a consistent 94,449oz gold  at a consistently high head grade of
10g/t and we started construction on our tailings retreatment plant at
Barberton. At Phoenix Platinum, we have seen significant improvement.

We agreed terms to acquire Evander Gold Mines from Harmony, which is a game
changing acquisition for us and sets us on a path to mid-tier production
status. In addition, post year end we found the right opportunity for Manica in
Terranova Minerals NL on the ASX.

The impact on the year is a significantly improved profit margin up by 57.19%
to US$918/oz and a 27.65% increase in revenue at just over GBP101.1 million
(ZAR 1.2 billion). This was due to an excellent gold price but also as a result
of stringent cost management at the mine. The first quarter sees the business
in excellent health and we are very excited at the prospects

2013 will bring".

Reporting Currency Impact on Material Obligations

Shareholders should take cognisance that the Group's liabilities with regard to
its current debt facility arrangements and future obligation in terms of
settling the R1.5 billion purchase consideration of Evander Gold Mines, are
denominated in South African Rand ('ZAR'). Although the financial information
is reported in Pounds ('GBP') the Group's functional currency is ZAR, as a
result the Group's liabilities above are not subject to the exchange rate
movements.

Nature of Business

Pan African is a precious metals, African focused mining company.

During the reporting period, the Company remained unhedged, debt free, and was
able to fund all its capital expenditure requirements from internally generated
cashflows. It is the Group's intention to increase the current revolving credit
facility to GBP11.62 million (secured in South African Rands ('ZAR') of 150
million) to GBP23.2 million (ZAR 300 million) to potentially fund part of the
Evander Gold Mines purchase consideration.

The Company's strategy of targeting long life (a life of approximately ten
years or more) projects with high grade margins and low cash cost profiles,
which are either near or at production stage, enables it to consistently
improve not only its resource base but also its profit margins thereby enabling
the Group to ensure continued growth in shareholder value.

Offer to acquire Evander Gold Mines

On 30 May 2012 Pan African advised shareholders that it entered into an
agreement ('Acquisition Agreement') with Harmony which was amended on 15 August
2012 to acquire the entire issued share capital and claims against Evander for
a total purchase consideration of GBP116.2 million, subject to certain terms
and conditions described below.

Background to Evander Gold Mines and rationale for the transaction

Evander Gold Mines, currently a wholly owned subsidiary of Harmony, mines and
produces gold and related products and is located in Mpumalanga, South Africa.
Evander Gold Mines total underground resources represent 28.74Moz (110Mt @
8.16g/t) and a reserve of 7.66Moz (28Mt @ 8.45g/t) and its operations comprise,
inter alia:

-    Evander Gold Mines 8 Shaft which has an expected life of mine of more than
ten years and is producing approximately 100,000 oz of gold per annum;

-    Various development projects comprising Evander South, Rolspruit and
Poplar;

-    Evander Gold Mines Surface resources of 1.89Moz (203Mt @ 0.29g/t)
comprising existing tailings dumps;

-    Kinross Metallurgical processing facility and associated infrastructure
and buildings;

-    The Evander Gold Mines operations generated production profit, as
published by Harmony, for the full year ended 30

     June 2012 of GBP52 million, before tax and other charges, up from GBP16.7
million for the previous year. This was mainly

     the result of Harmony investing approximately GBP21 million to upgrade and
improve the underground rock handling

     and ventilation infrastructure at Evander Gold Mines 8 shaft.

Evander Gold Mines meets Pan African's investment criteria of a long life, high
grade, high margin, quality asset. Upon completion of the transaction the Group
will increase its underground reserve from 1.02Moz (3.9Mt @ 8.0g/t) to 8.8Moz
(39.5Mt @ 6.94g/t) and its underground resource from 2.45Moz (8.3Mt @ 9.22g/t)
to 34.7Moz (177Mt @ 6.08g/t). The acquisition is expected to be earnings
accretive, and potentially allows the Group to double its current gold
production profile. Upon completion of the transaction the single mine risk of
the Group will be removed.

Transaction Terms and Conditions

Conditions Precedent ('Conditions'):

The Transaction is subject to, inter alia, the fulfilment, or where possible,
waiver of the following conditions:

-    The Transaction being unconditionally approved by the South African
competition authorities by no later than 31 August 2012 (condition fulfilled on
26 July 2012);

-    Evander Gold Mines entering into a new electricity supply agreement with
Eskom by no later than 31 October 2012, on terms and conditions acceptable to
Pan African (condition not yet fulfilled);

-    Pan African obtaining irrevocable undertakings from Shareholders
controlling no less than 50% of Pan African's issued share capital, to vote in
favour of the Transaction by no later than 31 October 2012 (condition fulfilled
on 3 September 2012);

-    Pan African obtaining all the requisite approvals for the Transaction from
the stock exchanges upon which it is listed by no later than 30 November 2012
(condition not yet fulfilled);

-    Pan African obtaining approval from Shareholders for the Transaction and
all resolutions ancillary to the implementation of the Transaction, by no later
than 30 November 2012 (condition not yet fulfilled); and

-    The parties to the Transaction ('Parties') obtaining the necessary consent
for the Transaction from the Department of Mineral Resources ('DMR') in terms
of section 11 of the Mineral and Petroleum Resources Development Act 28 of 2002
by no later than 30 June 2013 (condition not yet fulfilled).  In terms of the
Acquisition Agreement, the Purchaser is entitled to waive the Condition
pertaining to Irrevocable Undertakings and each of Harmony and the Purchaser is
entitled to extend the relevant date for fulfilment of the Conditions
pertaining to Shareholder Approval for a period of 30 days. The closing date
for the Transaction shall be the later of 30 November 2012 or the tenth
business day after which all the conditions precedent to the Transaction are
fulfilled or waived, as the case may be.  The intention of the Parties is that
the Closing Date shall be 30 November 2012.

Except for the condition to enter into a new electricity supply agreement with
Eskom (expected to occur before 31 October 2012) and obtaining the necessary
consent from the DMR in terms of section 11, all other conditions not yet
fulfilled can only be fulfilled upon shareholders' approval of the transaction.

Purchase Consideration

In terms of the Acquisition Agreement, Pan African shall acquire the entire
issued share capital of and claims against Evander Gold Mines for a total
consideration of GBP116.2 million (ZAR1.5 billion) to be settled in the
following manner:

-    Pan African shall pay to Harmony an amount of no less than GBP77.5 million
(ZAR1 billion) ('Deposit') upon the fulfilment or waiver of all the Conditions,
other than the necessary Consent for the transaction from the Department of
Mineral Resources in terms of Section 11 of the Mineral and Petroleum Resources
Development Act 28 of 2002; and

-    Pan African shall pay to Harmony the remainder of the Purchase
Consideration, being no more than GBP38.7 million (ZAR500 million), in cash,
upon fulfillment of the Consent for the transaction from the Department of
Mineral Resources in terms of Section 11 of the Mineral and Petroleum Resources
Development Act 28 of 2002. In the event that the above condition is not
fulfilled and the Transaction is not implemented, Harmony shall be required to
repay the Deposit to Pan African, with interest, calculated at 5% per annum,
thereon. The Deposit shall be secured by various security cessions and mortgage
bonds over the assets of Evander and the gold proceeds earned by Evander Gold
Mines.  All cash and profits generated by Evander Gold Mines from 1 April 2012
onwards are for the benefit of Pan African.

Break Fee

-    The Parties have agreed to a break fee arrangement in terms of which Pan
African shall pay to Harmony a break fee of GBP3.87 million (ZAR50 million);

-    The Full Break Fee was payable in two separate tranches and shall be
deducted from the Purchase Consideration in the event that the Transaction is
successfully implemented;

-    The first tranche of the Full Break Fee is an amount of GBP1.55 million
(ZAR20 million) and was paid within 5 business days of the Signature Date (paid
on 31 May 2012);

-    The second tranche of the Full Break Fee is an amount of GBP2.32 million
(ZAR30 million) which was paid within 5 business days from the date upon which
the Condition pertaining to Irrevocable Undertakings were fulfilled or waived,
as the case may be (paid on 16 August 2012);

-    The parties have agreed that the full break fee will be deductible from
the GBP77.5 million (ZAR1 billion) deposit;

-    If the Condition pertaining to Irrevocable Undertakings were not fulfilled
or waived, the First Tranche Break Fee shall be non-refundable;

-    The Full Break Fee shall be non-refundable in the event that the
Transaction is not concluded as a result of the Condition pertaining to
Shareholder Approval not being fulfilled;

-    In all other instances, the Full Break Fee shall be refundable to Pan
African.

Funding the Transaction

When considering the funding of the Transaction, Pan African has formulated an
approach consistent with its philosophy of ensuring that its business provides
profitable, sustainable stakeholder growth. 

With this in mind, Pan African intends funding the Transaction through a
combination of:

-   Third party debt financing ('Debt Financing');

-   Its current cash reserves and cash generated through the operations of and
potential strategic disposals of non-core assets by Pan African and Evander
Gold Mines until the Closing Date ('Cash Reserves'); and

-   To the extent necessary, through the issue of new ordinary shares in the
share capital of Pan African for cash.

Debt Financing

Pan African is in the process of securing additional Debt Financing from third
party lenders upon terms and conditions acceptable to Pan African to a total
amount not exceeding GBP46.5 million (ZAR600 million) for the Group.

Cash Resources

As at 25 September 2012 Pan African has available cash resources in the amount
of approximately GBP20.2 million (ZAR261 million), a portion of which may be
utilised for purposes of partially settling the Purchase Consideration.
Furthermore, cash generated from Pan African's Barberton Mines and Phoenix
Platinum operations up until the Closing Date may be utilised for purposes of
partially settling the Purchase Consideration.

In addition, the Purchase Consideration shall be reduced by any distributions
made by Evander Gold Mines from interim period profits.  As a result Pan
African is confident that a considerable contribution towards the partial
settlement of the purchase consideration may arise from a combination of cash
resources and distributions.

Equity Capital Raising

Pan African intends to finance a portion of the Purchase Consideration through
the issue of new Pan African ordinary shares ('Rights Offer Shares') by way of
a rights offer ('Rights Offer'), as referred to in the announcement published
on 30 May 2012 ('Announcement').

Pan African authorised a bookbuild exercise ('Bookbuild') which was conducted
with, inter alia, the lead institutional shareholders of the Company and Pan
African's Black Economic Empowerment shareholder, Shanduka Resources,
('Bookbuild Participants') with a view to obtaining sufficient capital
subscription commitment to secure the funding of a portion of the Purchase
Consideration and, in particular, the potential R1 billion deposit ('Deposit')
which, at Harmony's election, may become due and payable on 30 November 2012.

On 17 August 2012 Pan African announced that the Bookbuild Participants had
collectively and irrevocably committed to:

-   subscribe for Rights Offer Shares up to an aggregate amount of GBP54.2
million (ZAR700 million), upon the Rights Offer and the Transaction being
approved by Shareholders ('Subscription Commitments'); and

-   vote in favour of all the requisite resolutions ('Transaction Resolutions')
pertaining to the Transaction, the Rights Offer and matters ancillary thereto
('Voting Undertakings').

The Subscription Commitments were given by the Bookbuild Participants at an
issue price of R1.90 per Rights Offer Share ('Subscription Price'). The
aggregate Voting Undertakings secured by Pan African represent approximately
57% of the current total issued ordinary shares of the Company ('Shares').

In terms of the Subscription Commitments, the Bookbuild Participants have
committed to, inter alia:

-   follow their rights in terms of the Rights Offer; and/or

-   apply for so many excess Rights Offer Shares in terms of the Rights Offer,
so as to ensure a total minimum capital commitment to the Rights Offer of
GBP54.2 million (ZAR700 million) ('Secured Capital').

The combination of the Subscription Commitments, the Voting Undertakings and
the Secured Capital allows Pan African and/or Special Purpose Vehicle ('SPV')
to:

-   discharge its/their obligations to Harmony in respect of a portion of the
Purchase Consideration (or the Deposit, as the case may be); and

-   extend the Rights Offer to both the JSE and AIM markets and thereby allow
the majority of its Shareholders trading or residing within jurisdictions that
are not restricted from participating in the Rights Offer (further details of
which will be set out in the Rights Offer circular to Shareholders) to
participate in the Rights Offer.

On 3 September 2012 Pan African signed the Bookbuild commitment agreements.

The Subscription Price constitutes a discount of approximately:

-   3.7% relative to the closing price of the Shares as traded on the exchange
operated by the JSE Limited ('JSE') on 30 May 2012, being the date when the
Evander transaction was announced;

-   3.7% relative to the volume weighted average Share price as traded on the
JSE for the 30 trading days ended on 30 May 2012; and

-   4.2% relative to the volume weighted average Share price as traded on the
JSE over the period from the Announcement date up to and including 15 August
2012, being the period during which the Bookbuild was conducted.

Pan African will compensate the Bookbuild Participants for providing the
Subscription Commitments by paying them a liquidity fee equal to 2% of the
Secured Capital.

The Bookbuild outcome is summarised in the table below.

                                         Voting           Subscription         
                                         undertakings     Commitments          
                                                                               
Bookbuild Participants                                                         
                                                                               
                                         (Shares)         (Rands)              
                                                                               
Investec Asset Management                141,785,423      231,000,000          
                                                                               
Coronation Asset Management              160,000,000      220,000,000          
                                                                               
Shanduka Gold                            366,168,585      125,000,000          
                                                                               
Allan Gray                               97,074,447       75,000,000           
                                                                               
Public Investment Corporation            39,894,492       19,282,500           
                                                                               
Directors and others*                    18,942,752       29,717,500           
                                                                               
Total voting undertakings/subscription   823,865,699      700,000,000          
comments                                                                       
                                                                               

*Including JP Nelson, RG Still and JAJ Loots, being directors of Pan African
('Directors') and who hold or represent certain direct and/or other indirect/
non-beneficial Shares. No other Directors hold Shares as at the date of this
announcement.

**Total Voting Undertakings will represent 56.9% of the current shares in
issue.

Pro Forma Financial Effects and Salient Dates

The pro forma financial effects of the Transaction on the reported financial
information of Pan African, as well as the salient dates and times relating to
the implementation of the Transaction will be announced by Pan African as soon
as they have been determined.

Categorisation and Circular

The Transaction is classified as a category 1 transaction for Pan African in
accordance with Section 9 of the JSE Limited Listings Requirements. A circular
containing further information pertaining to the Transaction will be posted,
together with a notice of a general meeting, to Shareholders in due course.

Financial Performance

Key drivers of the Group's results:

Exchange Rates

Pan African is incorporated in England and Wales, and its reporting currency is
pounds sterling ('GBP'). Barberton Mines and Phoenix Platinum are South African
incorporated companies, and their functional and reporting currency is ZAR.
Manica is a Mozambican incorporated company and its functional and reporting
currency is Meticals ("MZN").

When Barberton Mines, Phoenix Platinum and the Company financial statements are
translated into GBP for the purposes of Group consolidation and reporting, the
annual average and year-end closing ZAR:GBP exchange rates affect the Group
consolidated financial results. In the current financial year, the average ZAR:
GBP exchange rate was 12.27:1 (2011: 11.11:1), and the closing ZAR:GBP exchange
rate was 12.91:1 (2011: 10.94:1). The year-on-year change in the average and
closing exchange rates of 10.44% and 18.01% respectively must be taken into
account for the purposes of comparing year-on-year results.

The annual average and year-end closing ZAR:US$ exchange rates were, 7.75:1
(2011: 6.99:1), and the closing ZAR:US$ exchange rate was 8.27:1 (2011: 6.83:
1). The year-on-year change in the average and closing exchange rates of 10.87%
and 21.08% respectively must be taken into account for the purposes of
comparison.

Furthermore, when Manica financial statements are translated into GBP for the
purposes of Group consolidation and reporting, the year-end closing MZN:GBP
exchange rate affects the Group consolidated financial results. In the current
financial year the average MZN:GBP exchange rate was 42.76:1(2011: 52.64:1) and
the closing MZN:GBP exchange rate was 43.25:1(2011: 45.33:1). The year-on-year
change in the average and closing exchange rates of 18.77% and 4.59%
respectively must be taken into account for the purposes of comparing
year-on-year results.

Commodity Prices

During the year, the Group realised an average gold price of US$ 1,694/oz
(ZAR422,215/kg), an increase of 24.01% (37.64%) from US$ 1,366/oz (ZAR306,757/
kg). During the reporting period, the gold price varied between a low of US$
1,483.00/ oz and a high of US$ 1,985/oz. In ZAR terms the gold price varied
between a low of ZAR 321,608/kg and a high of ZAR 467,512/kg.

Platinum Group Metals ('PGM') prices were lower during the year under review
averaging US$ 992/oz primarily because of the slowdown in the global economy,
however short-term supply pressure should support prices at current levels for
the next year which will be our first year of reporting PGM revenue from
Phoenix Platinum.

Inflation and cost escalation

The Group experienced cost of production inflation in ZAR terms of 12.39%
during the year under review. The impact of inflation on the Group's unit costs
was mitigated to some extent by the Group's cost and efficiency improvement
initiatives.

Statement of Comprehensive Income

Gross revenue from gold sales increased by 27.65% to GBP101.1 million (2011:
GBP79.2 million). The increase in revenue was mainly attributed to a 24.01%
increase in the average US$ gold spot price received to US$1,694/oz (2011:
US$1,366/oz). The increase in gross revenue was however negatively impacted by
the appreciation of the GBP against the ZAR during the reporting period, the
GBP appreciating by 10.44% from ZAR:GBP 11.11 to 12.27. The average US$:ZAR
exchange rate was 10.87% weaker at ZAR7.75 compared to the previous year (2011:
ZAR6.99), which positively impacted revenue received in ZAR. The effective ZAR
gold price was 37.64% higher at ZAR422,215/kg (2011: ZAR306,757/kg).

Group mining profit grew by 67.21% to GBP51.5 million (2011: GBP30.8
million).The profit margin in ZAR terms also substantially increased by 74.38%
to ZAR228,855/kg (2011: ZAR131,237/kg) due to the favourable gold price
received during the year under review.The total cash cost per kilogram
increased by 10.16% to ZAR193,360/kg (2011: ZAR175,520/kg). In US$ terms the
total cash cost per ounce decreased by 0.64% to US$776/oz (2011: US$781/oz).

Cost of production only increased by 1.77% to GBP46.1 million (2011: GBP45.3
million). In Rand terms, cost of production in- creased by 12.39% to ZAR566.0
million (2011: ZAR503.6 million).This increase is mainly attributable to a
27.13% increase in electricity costs to ZAR62.8 million (2011: ZAR49.4
million), engineering and technical services costs increasing by 21.65% to
ZAR50.00 million (2011: ZAR41.1 million) and salary, wages and other staff
expenses increasing by 18.72% to ZAR275.9 million (2011: ZAR232.4
million).These increases were offset by the reduction in security costs, which
were down by 12.76% to ZAR29.4 million (2011: ZAR33.7 million) and processing
costs reducing by 5.11% to ZAR50.1 million (2011: ZAR52.8 million).

Other expenses increased 110.71% to GBP5.9 million (2011: GBP2.8 million)
largely due to once off costs associated with the Evander Gold Mines
acquisition amounting to GBP0.9 million, costs related to the sale of Manica
amounting to GBP0.5 million, community project costs of GBP1.2 million and cash
settled share option expense of GBP0.8 million. The Royalty charge for the year
increased by 58.33% to GBP3.8 million (2011: GBP2.4 million) due to increased
revenue.

EBITDA for the year under review was GBP45.0 million (2011: GBP28.5 million),
an increase of 57.89%. EPS increased by 68.33% to 2.02p (2011: 1.20p) and HEPS
were up 69.17% to 2.03p (2011: 1.20p), supported by increased revenue from gold
sales. The HEPS was slightly higher in comparison to the EPS due to an
impairment charge of assets of GBP0.05 million. The impairments relates to
Barberton Mines Segalla plant which is held for sale, the net book value was
impaired to the Agreement Sale price. Group income tax increased by 41.30% to
GBP13.0 million (2011: GBP9.2 million), in line with the increase in profits
before tax. During the year under review South Africa's gold mining income tax
formula was reduced upon the introduction of withholding tax on dividends that
replaced the secondary tax on companies, resulting in the ZAR effective tax
rate of Barberton Mines decreasing to 29.1% (2011: 34.5%).

Accounting for the Phoenix project

The construction of the Phoenix CTRP ('Chrome Tailings Retreatment Plant') was
completed in early November 2011, with hot commissioning commencing thereafter
and the first concentrate being produced at the beginning of December 2011. 
During the testing phase, all the expenditures incurred were capitalised and
the plant was declared to be brought into use for accounting purposes in July
2012.

Statement of Financial Position

Statement of financial position improved significantly during the year. The
increase was however partly offset by the effects of the stronger closing GBP
currency against the Rand which resulted in a negative translation reserve of
GBP1.9 million in 2012 compared with a positive translation reserve of GBP8.3
million in 2011.

Current assets, excluding assets held for sale, increased by 80.38% to GBP28.5
million (2011: GBP15.8 million). This was primarily as a result of a higher
cash balance and an increase in debtors due to the higher value of gold shipped
on the last day of the financial year compared to the previous year. Net asset
value ('NAV') per share increased by 13.06% to 7.10p (2011: 6.28p) and tangible
NAV per share increased by 22.83% to 4.73p (2011: 3.85p).

Non-current assets decreased by 11.51% to GBP86.1 million (2011: GBP97.3
million), mainly due to assets which have been classified as held-for-sale. 
These assets relate to Manica assets and the Barberton Mines Segalla plant. Pan
African entered into an agreement with Terranova Minerals NL to sell the
Group's interest in the Manica project, detailed further under'Events after the
reporting period' section below. This transaction is expected to be finalised
within the next financial year.

Current liabilities increased by 23.33% to GBP11.1 million (2011: GBP9.0
million) due to outstanding income and royalty tax. The Group remains debt free
with an untapped revolving credit facility of GBP11.62 million.

Statement of Cash Flow

The Group's cash and cash equivalents increased by 96.04% to GBP19.8 million
(2011: GBP10.1 million). This increase was mainly due to increased cash
generated from operations of GBP30.6 million (2011: GBP16.6 million), up by
84.34% from 2011 after making significant payments including dividends of
GBP7.4 million (2011: GBP5.4 million), income tax of GBP8.4 million (2011:
GBP8.3 million) and royalty charge of GBP3.3 million (2011: GBP2.4 million).
Cash used in investing activities in the amount of GBP17.4 million mainly
related to capital expenditures for Barberton's maintenance and development
capital expenditures, Phoenix and Barberton Tailings Project.

Review of Barberton Mines

Safety & Training

It is with regret that we have to report that on 29 May 2012 at approximately
19h20 an underground general shaft worker, Mr. Christopher Makhosonke Hlela,
was fatally injured when a measuring flask of a rock loading station at the
Fairview No 3 Shaft bottom dislodged and struck him.

The failure of the measuring flask could not be foreseen or detected by weekly
inspections and no single action was identified as the reason for the death of
Mr. Christopher Makhosonke Hlela.  No person contravened the requirements of
the Act or Regulations, however, the following actions were recommended and
have been implemented at the mine:

-   The mine must revise the design, construction, operation and maintenance of
box fronts, chutes and measuring flasks;

-   The code of practice for the safe operation of draw points, tipping points,
rock passes and box fronts must be revised.

    The code of practice must include the timely replacement of parts of the
equipment that may fail. (Reliability centred maintenance);

-   Procedures and training must be amended to provide for the changes in the
risk assessment and code of practice. All relevant persons must be re-trained;

-   A system of inspections and planned task observations must be implemented
to ensure compliance to training, rules and legislation.

The Group remains committed to the safety and health of all its employees and
continues to review its procedures on a regular basis as part of its focus on a
behaviour based safety approach.

The LTIFR increased to 3.26 (2011: 2.2) and the SIFR increased to 0.74 (2011:
0.66).

The Total Recordable Injury Frequency Rate ('RIFR') also increased to 25.1
(2011: 22.6). Although Barberton Mines showed a slight decline on its
year-on-year safety performance results are below the 2014 targets as set by
the DMR.

In addition to the robust safety, health, environment and community ('SHEC')
implemented during the previous year, the strategic focus remains on:

-  The improvement of health and safety performance through the setting and
achievement of goals, taking into account stakeholder expectations and industry
leading practices;

-  The implementation and measurement of SHEC systems and their successes to
provide a working environment that is conducive to the Company's SHEC charter;

-  The management of the day to day operational risks in the workplace and the
insurance that employees have to have the relevant skills to perform work
related tasks in a safe manner, has taken priority.

Operating Performance

Barberton Mines sold 94,449oz of gold during the year, an increase of 2.44%
from the previous year (2011: 92,197oz). Mining operations accounted for
308,095 tons milled, an increase of 4.02% from the prior year (2011: 296,200
tons). The increase in tons milled was mostly due to surface stockpiles
totalling 26,054 tons (at a headgrade of 1.8g/t), yielding 1,068oz of gold.

Head grade and overall recoveries remained relatively constant at 10.45g/t
(2011: 10.55g/t) and 91.22% (2011: 90.80%) respectively.

Total cash costs per ounce decreased by 0.64% to US$776/oz (2011: US$781/oz).
However in Rand per kilogram terms, total cash costs increased by 10.16% to
ZAR193,360/kg (2011: ZAR175,520/kg).

Total capital expenditure at Barberton Mine increased by 57.35% to GBP10.7
million (2011: GBP6.8 million). Maintenance capital expenditure of GBP3.1
million (2011: GBP3.6 million) and development capital expenditure of GBP3.1
million (2011: GBP3.2 million) were incurred.  The BTRP capital expenditure at
the end of the financial year totalled GBP4.5 million.

Production Summary                                                             
                                                                               
Financial Year:              2012       2011      2010      2009      2008     
                                                                               
                                                                               
                                                                               
Tonnes Milled         (t)    308,095    296,200   313,167   313,952   315,305  
                                                                               
Headgrade             (g/t)  10.45      10.55     10.61     10.32     8.90     
                                                                               
Overall Recovery      (%)    91         91        91        91        91       
                                                                               
Production:           (oz)   93,381     92,043    97,483    94,909    82,436   
Underground                                                                    
                                                                               
Production: Surface   (oz)   1,068      -         -         3,955     13,513   
material                                                                       
                                                                               
Gold Sold             (oz)   94,449     92,197    98,091    97,353    99,078   
                                                                               
Average Price: Spot   (R/kg) 422,215    306,757   267,876   251,740   193,159  
                                                                               
Average Price: Hedge  (R/kg) -          -         -         -         105,850  
                                                                               
Average Price: Spot   (US$/  1,694      1,366     1,098     867       823      
                      oz)                                                      
                                                                               
Average Price: Hedge  (US$/  -          -         -         -         451      
                      oz)                                                      
                                                                               
Total Cash Cost US$/  (US$/  776        781       650       469       476      
oz sold               oz)                                                      
                                                                               
Total Cash Cost R/Kg  (R/Kg) 193,360    175,520   158,711   136,178   111,272  
sold                                                                           
                                                                               
Total Cost per Ton    (R/t)  1,844      1,707     1,537     1,313     1,088    
                                                                               
Total Mining Cost per (R/t)  1,830      1,648     1,486     1,256     1,045    
Ton                                                                            
                                                                               
Capital Expenditure   (GBP)  10,741,230 6,773,729 5,918,271 4,052,665 2,901,792
                                                                               
Exchange rate -       (ZAR/  12.27      11.11     11.93     14.39     14.68    
average               GBP)                                                     
                                                                               
Exchange rate -       (ZAR/  12.91      10.94     11.53     12.66     15.56    
closing               GBP)                                                     
                                                                               
Exchange rate -       (ZAR/  7.75       6.99      7.59      9.03      7.30     
average               US$)                                                     
                                                                               
Exchange rate -       (ZAR/  8.27       6.83      7.65      7.72      7.80     
closing               US$)                                                     
                                                                               

Capital Expenditure

Organic Growth Projects

During the year under review, a total of GBP10.7 million was spent on capital
expenditure, of which GBP3.1 million was for capital

development projects.

The drilling progress of the projects for the period are summarised below:

                                                 2012     2011     Resource
                                                                           
Project                                                                    
                                                                           
                                                 (metres) (metres) target  
                                                                           
                                                                   (oz)    
                                                                           
Sheba - 36ZK                                     359      294      6,000   
                                                                           
Sheba - Edwin Bray to Thomas and Joe's Luck area 303      491      17,000  
                                                                           
54 Level Rossiter orebody                        123      0        11,000  
                                                                           
Fairview - 3 Shaft Deepening                     109      149      278,000 
                                                                           
Consort - 40 level station establishment         267      34       10,000  
                                                                           
Consort - 50 Level Decline West                  197      123      26,000  
                                                                           

 

Sheba - 36 ZK

Good progress was made with this projectand a mineable block has been
delineated (36ZK 1030 Hanging Wall 2820tons @ 13.82g/t) and stoping will
commence in the next financial year.  Further exploration drilling will be
conducted during the next financial year to delineate the various Cross
Fractures (1010, 990, 970 and 950 X/Fractures). 

Sheba - Edwin Bray, Thomas and Joe's Luck area

Incline development towards the high grade surface borehole intersections was
carried out during the period under review.  Additional infill exploration
drilling is in progress for the next financial year.

Fairview - 54 Level Rossiter Orebody

This project has been completed and as a result the indicated resource block
was converted to a measured resource (50g/t over a 3,8m). On reef mining is in
progress.

Fairview - 3 Shaft Deepening

Good progress was made with this project, where the development of a return
airway was designed to provide sufficient ventilation at workable temperature.
A further change was made to commence with a decline towards the 68 level
downdip of the 11 high grade block.

Consort - 40 Level Development Development to the east through the pegmatite
was successful.  Development on the shale will continue in the next financial
year. Further exploration drilling from strategic points will target the
position of the footwall lens/serpentinite to determine the extent of
mineralisation.

Consort - 50 Level Decline West

A station was successfully established on 52 level and the shaft decline will
be developed to 53 level in the new financial year.

On-Mine Development

The on-mine development for the period under review is summarised below:

                     New Consort      Fairview      Sheba      
                                                               
 On-Mine Development                                           
                                                               
for 2012             metres      g/t  metres   g/t  metres g/t 
                                                               
Reef Development     548         4.04 581      8.45 1,057  3.38
                                                               
Stope Development    357         5.47 229      6.10 73     7.46
                                                               
 Waste Development   1,348       -    1,563    -    2,527  -   
                                                               
Total Development    2,253       -    2,363    -    3,657  -   
                                                               
Capital              590         -    510      -    1,059  -   
                                                               

Maintenance Capital (excluding BTRP)

The maintenance capital at Barberton Mines amounted to GBP3.1 million.
Expenditure on processing plant maintenance capital was GBP0.19 million for the
year, as a result of purchasing of a new concentrator truck in relation to the
Sheba plant and installation of new pumps at Sheba and Consort Plants. The BIOX
® Plant incurred GBP0.27 million in upgrading compressors and blowers. The
total metallurgical maintenance and replacement expenditure for the year under
review amounted to GBP0.7 million.

The capital expenditure on the maintenance of engineering equipment and
infrastructure totalled GBP1.4 million for the year. Upgrading the mining
equipment fleet was a key focus area during the year, with expenditure of
GBP0.2 million to re-build load haul dumpers. The purchase of front end loader
and tipper truck cost GBP0.2 million. Expenditure on the refurbishment of
shafts and headgears amounted to GBP0.2 million.

The balance of the maintenance capital was largely spent on the final
implementation of a new financial system for GBP0.24 million and replacement of
light vehicles for GBP0.7 million.

Projects

Review of Phoenix Platinum

The Phoenix project has a total South African Code for Reporting of Exploration
Results, Mineral Resources and Mineral Reserves ('SAMREC') compliant resource
of 493,000 ounces PGM 4E's (4,853,000 tons at 3.16g/t PGM 4E's in situ).

The project is expected to produce 211,000 ounces PGM 6E's at a plant recovery
of 45% over the 17-year life of the operation with a planned annual retreatment
capacity of 240,000 tons. The total capital cost required to construct and
commission the plant was GBP8.5 million (ZAR104 million). The cost for the
plant was funded from existing cash resources within the Group. A sale of
concentrate agreement was concluded with Western Platinum Limited ('WPL'), a
subsidiary of Lonmin PLC, during November 2011.

The construction of the CTRP was completed in November 2011 with the first low
grade concentrate delivered to WPL at the end of January 2012.

During the hot commissioning phase the metallurgists continued with CTRP
stabilisation to achieve steady state concentrate production. The International
Ferro Metals Limited ('IFM') feed source to the CTRP prior to January 2012
originated from the IFM Lesedi underground operations and this sulphide rich
tailings material was the basis of the original CTRP project flotation test
work.  Due to financial considerations IFM drastically cut back on the Lesedi
underground tons and moved mining operations to the low cost opencast oxidised
ore section at Skychrome.

This opencast material being highly oxidised, contains poor quality chrome and
low PGE grades. Feeding this current arisings material into the CTRP is not
ideal as the highly oxidised tailings do not float properly.  The metallurgy of
oxidised tailings negatively affects recovery and grade, leading to poor PGE
concentrate production. The oxide to sulphide ratio contained in the run of
mine ore from the IFM opencast pits will reduce proportionately with the
increase in depth of the mining cut. Various options are being investigated to
address the effect of the highly oxidised feed source, recoveries and final
concentrate grade.

Production Summary

                       Dec     Jan     Feb       Mar     Apr     May    Jun    
                                                                               
                       2011    2012    2012      2012    2012    2012   2012   
                                                                               
Plant Feed       (t)   11,625  14,239  19,327    18,382  15,616  21,994 23,281 
                                                                               
Head Grade       (g/t) 4,21    3,32    4,22      4,20    4,63    3,92   4,64   
                                                                               
Overall Plant    (%)   28      9       20        17      20      27     24     
Recovery                                                                       
                                                                               
Percent Cr(2)O   (%)   2,46    2,57    2,39      2,4     1,94    2,87   2,81   
(3)                                                                            
                                                                               
Ounces Produced  (oz)  439     122     587       405     439     777    705    
6E PGE                                                                         
                                                                               
                 ($/   961     940     1,048     1,028   990     929    918    
                 oz)                                                           
                                                                               
Basket Price                                                                   
Received                                                                       
                                                                               
                 (ZAR/ 7,853   7,523   8,015     7,785   7,733   7,537  7,681  
                 oz)                                                           
                                                                               
                 ($/   727     2,575   577       882     781     586    664    
                 oz)                                                           
                                                                               
Total Cash Cost                                                                
                                                                               
                 (ZAR/ 5,938   20,599  4,414     6,678   6,102   4,756  5,560  
                 oz)                                                           
                                                                               
                 ($/   27      22      18        19      22      21     20     
                 oz)                                                           
                                                                               
Cash Cost Per                                                                  
Ton                                                                            
                                                                               
                 (ZAR/ 224     176     134       147     172     168    168    
                 oz)                                                           
                                                                               
Capital          ($/   195,545 854,882 2,126,370 553,910 271,745 0      958,446
Expenditure      oz)                                                           
                                                                               
Exchange Rate-   (ZAR/ 8,17    8,00    7,65      7,57    7,81    8,11   8,37   
Average          oz)                                                           
                                                                               

BTRP project

As a consequence of successful metallurgical test work carried out on composite
drill hole samples drilled during the previous financial year, the potential of
retreating the Bramber tailings dam was assessed in a feasibility study.  The
project viability was confirmed in an independent review by Venmyn Rand (Pty)
Limited and during November 2011 the Company's board of directors ('Board')
approved capital of GBP23.2 million (ZAR300 million) for the BTRP project at
Barberton Mines.

Detailed engineering process and flow design, to treat approximately 1.2Mt per
annum, was carried out by Basil Read Matomo.  When in production the BTRP will
increase the annual gold production profile at Barberton Mines by 20,000 to
25,000 oz. With a cost structure of US$700/oz this project is well in line with
the Company's strategy of developing low cost-high margin projects.

The construction of the BTRP on a site adjoining the Bramber Tailings Storage
Facility ('TSF') is well underway and on target to commence cold commissioning
in April 2013. Additional land adjacent to the current tailings dam extension
has been acquired for a TSF and the Environmental Impact Assessment ('EIA') is
due to be completed by December 2012. The TSF will be ready for use when the
commissioning phase of the BTRP begins by end April 2013.

The life of the BTRP project has been augmented by auger drilling on an
additional 6Mt of tailings at the Harper dumps (at Fairview) and the Consort
Tailings dam, extending the Life of Project from three to ten years.

Final commissioning is scheduled to be completed in June 2013 and production
build up is planned from July 2013.

Review of Manica Gold

During the period under review the Group entered into negotiations with certain
strategic partners to divest of the project. A separate management team was put
in place to (a) assist the Group with its divestment strategy and (b) ensure
compliance with its current obligations on the project. The Group's divestment
strategy allows for the project to be disposed for a consideration of cash and
shares over a period of 3 years. During this period the Group will remain a
non-controlling shareholder and will not assume management nor financial
responsibility for advancing the project.  Further details of the status of
this strategy are provided in the 'Events after the reporting period' section
below.

Capital Expenditure

Capital expenditure at Barberton Mines totalled GBP10.7 million, of which
development capital was GBP3.1 million, maintenance capital was GBP3.1 million
and BTRP Capital was GBP4.5 million.

Capital expenditure on Phoenix Platinum totalled GBP6.7 million.

There was GBP12.3 million in outstanding orders contracted for capital
commitments at the end of the period at Barberton Mines and GBPnil outstanding
at Phoenix Platinum.

Operating lease commitments, which fall due within the next year, amounted to
GBP0.12 million (2011: GBP0.19 million).

Basis of Preparation of Financial Statements

Investors should consider non-Generally Accepted Accounting Principles ('GAAP')
financial measures shown in this preliminary announcement in addition to, and
not as a substitute for or as superior to, measures of financial performance
reported in accordance with International Financial Reporting Standards
('IFRS'). The IFRS results reflect all items that affect reported performance
and therefore it is important to consider the IFRS measures alongside the
non-GAAP measures.

JSE Limited listing

The Company has a dual primary listing on JSE Limited ('JSE') and the AIM
Market ('AIM') of the London Stock Exchange.

The preliminary announcement has been prepared in accordance with the framework
concepts and the measurement and recognition requirements of IFRS, the AC 500
standards as issued by the Accounting Practices Board ('APB') and the
information as required by International Accounting Standards ('IAS') 34:
Interim Financial Reporting.

The Group's South African external auditors, Deloitte & Touche, have issued
their opinion on the Group's Annual Financial Statements for the year ended 30
June 2012. The audit was conducted in accordance with International Standards
on Auditing.They have expressed an unmodified opinion on the Annual Financial
Statements from which the Group's preliminary announcement was derived. A copy
of their audit report is available for inspection at the Company's registered
office.  Any reference to future financial performance included in these Group
Financial Statements has not been reviewed or reported on by the Group's South
African external auditors.

AIM Listing

The financial information for the year ended 30 June 2012 does not constitute
statutory accounts as defined in sections 435 (1) and (2) of the United Kingdom
('UK') Companies Act 2006 but has been derived from those accounts. Statutory
accounts for the year ended 30 June 2011 have been delivered to the Registrar
of Companies and those for 2012 will be delivered following the Company's
annual general meeting. The UK external auditors (Deloitte LLP) have reported
on these accounts for the year ended 30 June 2012.  Their report was
unqualified, did not include a reference to any matters to which auditors draw
attention by way of emphasis of matter and did not contain a statement under
section 498 (2) or (3) of the Companies Act 2006. These statutory accounts have
been prepared in accordance with IFRS and IFRS Interpretations Committee
('IFRIC') interpretations adopted for use by the European Union, with those
parts of the Companies Act 2006

applicable to companies reporting under IFRS.

Directorship Change

The following changes took place in the financial year ended 30 June 2012:

Non-Executive Directors

-   Mr Cyril Ramaphosa resigned as chairman of the board. (14 December 2011)

-   Mr Keith Spencer replaced Mr Cyril Ramaphosa as chairman of the board. (14
December 2011)

-   Ms Phuti Mahanyele replaced Mr Keith Spencer as Deputy Chairman of the
board. (14 December 2011)

-   Ms Hester Hickey was appointed to the board as chairperson of the audit
committee. (12 April 2012)

Executive Directors

-   Mr Cobus Loots resigned as Financial Director and remained as a
non-executive director. (14 December 2011)

-   Ms Busi Sitole was appointed as Financial Director. (14 December 2011)

Shares Issued

During the year under review, the Company announced the issue and allotment of
4,221,650 new ordinary shares in respect

of share options exercised:

-   On 28 October 2011 200,000 shares issued to F. Chadwick at 7 pence per
share.

-   On 24 November 2011 723,650 shares issued to D Negri at 6 pence per share.

-   On 3 April 2012 500,000 shares issued to N. Spruijt at 7 pence per share.

-   On 27 April 2012 450,000 shares issued to C. Strydom at 7 pence per share.

-   On 27 April 2012 850,000 shares issued to C. Strydom at 5 pence per share.

-   On 27 April 2012 288,000 shares issued to P. Human at 7 pence per share.

-   On 27 April 2012 850,000 shares issued to P. Human at 5 pence per share.

-   On 27 April 2012 360,000 shares issued to R. Le Roux at 7 pence per share.

Dividend

The Pan African board previously stated that the company's policy is to pay an
annual dividend, subject to the capital requirements of the company. This
policy has not changed. However, taking into account the funding required to
implement the Evander Gold Mines transaction and the concomitant proposed
rights offer, and following discussions with major shareholders, the board of
directors has decided to forego the declaration of a dividend in respect of the
2012 financial year.  A final dividend for the year ended 30 June 2011 of
GBP7.4 million was paid.

The board remains committed to continue with the company's dividend policy and
intends to resume the dividend payment in the 2013 financial year, normal legal
and commercial considerations permitting.  Pan African is positive that the
Evander Gold Mines transaction, once implemented, will further support the
Group's cash flows and drive to enhance shareholder

returns through dividends.

Going Concern

The Group is currently generating significant levels of cash from its
operations, is debt free and has a revolving credit facility of GBP11.62
million with a major bank which it has not yet utilised. However, the terms of
its agreement to acquire Evander Gold Mines from Harmony will require it to
make a significant cash payment (approximately GBP116 million) once all the
outstanding conditions precedent have been met. The directors currently
envisage that the required funding will be met by a combination of existing
cash, additional equity (for which irrevocable shareholder undertakings of
GBP54 million have been obtained), cash held by Evander Gold Mines and debt
funding. The level of debt funding required is expected to exceed the capacity
of the current revolving credit facility but we have secured credit committee
approval from a major bank for the required increase in the size of the
facility secured and the Company is satisfied that the remaining steps to
obtain final approval are procedural in nature.

The Group's ability to fund the transaction and meet the working capital needs
of the enlarged Group thereafter is also sensitive to a number of other factors
including, but not limited to, changes in gold price, production rates and cost
levels. We have therefore produced cash flow forecasts and run sensitivities in
respect of the above factors as well as considering the potential impact on our
funding position of a national strike in the South African mining sector
between now and the completion of the transaction. In the event there are
unexpected adverse changes to the Group's cash flows, the directors are
confident that the Group could manage its financial affairs in a number of
ways, including a reduction in discretionary capital expenditure, obtaining
additional debt funding and, in the event of a short term downturn, a focus on
higher grade ores and working capital management.

Having taken into consideration the above factors, the diretors believe that
the Group's forecasts and projections show that the Company and Group will be
able to complete the Evander Gold Mines acquisition, meet all its other
contractual commitments and have adequate resources to continue in operational
existence for the foreseeable future, being 12 months from the date of this
report. Accordingly, the directors continue to adopt the going concern basis in
preparing the results for the year ended 30 June 2012.

Events After the reporting period

Acquisition of Evander Gold Mines from Harmony

On 17 August 2012 Pan African issued an update on the Evander acquisition
status. Pan African announced that 57% of the shareholders had committed to
vote in favour of the transaction and that it had secured GBP54.2 million
(ZAR700 million) through rights offer commitments. Pan African has made a
further payment of GBP2.5 million (ZAR30 million) to Harmony in respect of the
second tranche of the break fee in terms of the Agreement. Therefore, the full
Break Fee, being an amount of GBP4.1 million (ZAR50 million), has been paid by
Pan African to Harmony. Pan African and Harmony have furthermore agreed that
the Break Fee shall be set off against the GBP77.5 million (ZAR1 billion)
Deposit. The balance of the Deposit (if it becomes payable, at Harmony's
election) shall therefore constitute a total amount of GBP73.6 million (ZAR950
million).

As discussed earlier in this document the Secured Capital, in addition to Pan
African's existing cash funds available and, to the extent necessary,
draw-downs by Pan African from existing debt funding facilities, will be
sufficient to allow Pan African to make payment of the Deposit. Pan African
intends to fund the balance of the Purchase Consideration through a combination
of, inter alia, third party debt financing and funds generated from Pan
African's existing operations. Further details are outlined in the SENS
announcement dated 17 August 2012.

The Group is in the process of finalising the debt component of GBP46.5 million
(ZAR600 million) required for part of the financing of the Evander transaction.

Disposal of Manica Gold Project

On 29 August 2012 Pan African announced that it entered into an agreement to
dispose of 100% of its Manica Gold Project ('Manica') to Auroch Minerals
Mozambique (Pty) Ltd, a wholly owned subsidiary of Terranova Minerals NL, for a
total potential purchase consideration of AUD 6 million (GBP 4 million / ZAR
52.4 million) payable in cash and 96,666,668 shares in Terranova, subject to
certain terms and conditions more fully described in the SENS announcement
dated 29 August 2012.

Accounting Policies

The preliminary announcement has been prepared using accounting policies that
comply with the International Financial Reporting Standards ('IFRS') adopted by
the European Union and South Africa, which are consistent with those applied in
the financial statements for the year ended 30 June 2012 and prior year end 30
June 2011.

Directors' Dealings

The Company was notified on Tuesday 18 October 2011 that Pangea Exploration
(Pty) Ltd ('Pangea'), a private company of which Mr Rob Still is a director,
had declared a dividend in specie (the "Dividend") to its shareholders on 1
October 2011.

The Alexandra Trust, of which Mr Still is a trustee, is a major shareholder of
Pangea and accordingly received 12,430,900 ordinary shares of 1 pence each in
the Company at a price of ZAR1.46 per share, with a total value of
ZAR18,149,114 as a consequence of the dividend in specie.

The Company was notified between Friday 28 October and Tuesday 1 November 2011,
that Pangea had sold the shares at the following prices:

277,863 shares at R1.7056 per share

322,137 shares at R1.7131 per share

45,708 shares at R1.72 per share

54,292 shares at R1.70 per share

300,000 shares at R1.70 per share

The Company was notified on Friday 30 March 2012 that Pangea had disposed of
1,530,612 ordinary shares of 1 pence each in the Company at ZAR1.96 per share
for a total value of ZAR3,000,000.

The above mentioned shares were sold by Pangea in order to finance new
business.  Following these off market transactions, Pangea holds 1,793,796
shares, representing 0.12% of the issued share capital of the Company.

Mr Still's total direct, beneficial interest in Pan African remains unchanged
at 2,000,000 shares, representing 0.14% of the issued share capital of the
Company as well as his total indirect, non-beneficial interest of 14,224,696
shares representing 0.98% of the issued share capital of the Company.

Segment Reporting

A segment is a distinguishable component of the Group that is engaged in
providing products or services in a particular business sector (operating
segment), which is subject to risk and rewards that are different to those of
other segments. The segments which the Group reviews the business activities of
are: Mining Operations (Barberton Mines), Near-Term Mining Operations (Phoenix
Platinum) and Development Projects (Manica).

Renewal of cautionary announcement

Shareholders are referred to the announcements published by the Company on 17
August 2012 and 29 August 2012 wherein Shareholders were advised to continue
exercising caution when dealing in the Company's shares until such time as the
pro forma financial effects relating to the acquisition of Evander Gold Mines
and the disposal of Manica have been published,

respectively.

Accordingly, Pan African shareholders are advised to continue exercising
caution when dealing in the Company's shares until such time as the pro forma
financial effects relating to the acquisition of Evander Gold Mines and the
disposal of Manica have been published.

Pan African Outlook - The Future

The offer to acquire Evander Gold Mines from Harmony marks a significant
milestone in the future growth of the company.  On successful completion the
transaction will allow the Group to double gold production output. Mineral
reserves will increase from just over 1Moz to close 9Moz ensuring a sustainable
future.  A pipeline of brownfield projects will become available around current
mining areas that can be developed to unlock future value. Such development
will be funded from internal cash flows without impeding on future dividend
payments.

No major project development will be undertaken without shareholder approval
and the Group will continue through strategic partnerships to exploit further
growth opportunities within the precious metals sector in South Africa. The
Group believes that significant opportunities will become available in the gold
and platinum sectors in South Africa as the major mining houses start divesting
of their South African assets to gain a more international footprint.

The Group will continue to differentiate itself from its peer group and pursue
its strategy of investment into ore bodies with high grades, high margins and a
long life. Our people, through their actions, will produce the results and we
will continue to invest in their well-being and skills upliftment.

I would like to offer my sincere thanks to my fellow Directors and to all the
Staff at the Corporate Office and the Operations for their tireless efforts
during a very successful year. We would also like to thank all the shareholders
for their continued support and we look forward to continuing our journey as an
emerging mid-tier precious metals producer.

Jan Nelson

Chief Executive Officer

Busi Sitole

Financial Director

Condensed Consolidated Statement of Comprehensive Income for the year ended 30
June 2012

                                                   Group                    
                                                                            
                                                   30 June 2012 30 June 2011
                                                                            
                                                   (Audited)    (Audited)   
                                                                            
                                                   GBP          GBP         
                                                                            
Revenue                                                                     
                                                                            
Gold sales                                         101,068,596  79,208,399  
                                                                            
Realisation costs                                  (163,217)    (157,763)   
                                                                            
On-mine revenue                                    100,905,379  79,050,636  
                                                                            
Cost of production                                 (46,122,811) (45,345,417)
                                                                            
Depreciation                                       (3,259,010)  (2,885,243) 
                                                                            
Mining Profit                                      51,523,558   30,819,976  
                                                                            
Other expenses                                     (5,916,227)  (2,796,657) 
                                                                            
Impairment                                         (48,238)     -           
                                                                            
Royalty costs                                      (3,848,450)  (2,368,239) 
                                                                            
Net income before finance income and finance costs 41,710,643   25,655,080  
                                                                            
Finance income                                     652,267      802,022     
                                                                            
Finance costs                                      (136,765)    (40,128)    
                                                                            
Profit before taxation                             42,226,145   26,416,974  
                                                                            
Taxation                                           (12,984,511) (9,248,309) 
                                                                            
Profit after taxation                              29,241,634   17,168,665  
                                                                            
Other comprehensive income:                                                 
                                                                            
Foreign currency translation differences           (10,248,051) 3,814,677   
                                                                            
Total comprehensive income for the year            18,993,583   20,983,342  
                                                                            
Profit attributable to:                                                     
                                                                            
Owners of the parent                               29,241,634   17,168,665  
                                                                            
Non-controlling interest                           -            -           
                                                                            
                                                   29,241,634   17,168,665  
                                                                            
Total comprehensive income attributable to:                                 
                                                                            
Owners of the parent                               18,993,583   20,983,342  
                                                                            
Non-controlling interest                           -            -           
                                                                            
                                                   18,993,583   20,983,342  
                                                                            

Condensed Consolidated Statement of Comprehensive Income for the year ended 30
June 2012 (continued)

                                           Group                      
                                                                      
                                           30 June 2012  30 June 2011 
                                                                      
                                           (Audited)     (Audited)    
                                                                      
                                           GBP           GBP          
                                                                      
Earnings per share                         2.02          1.20         
                                                                      
Diluted earnings per share                 2.01          1.19         
                                                                      
Weighted average number of shares in issue 1,445,202,485 1,432,666,738
                                                                      
Diluted number of shares in issue          1,453,287,941 1,438,824,573
                                                                      
Headline earnings per share is calculated                             
                                                                      
Basic earnings                             29,241,634    17,168,665   
                                                                      
Adjustments                                                           
                                                                      
Impairments                                48,238        -            
                                                                      
Loss of sale of asset                      17,922        -            
                                                                      
Headline earnings                          29,307,794    17,168,665   
                                                                      
Headline earnings per share                2.03          1.20         
                                                                      
Diluted headline earnings per share        2.02          1.19         
                                                                      

Condensed Consolidated Statement of Financial Position at 30 June 2012

                                                 Group                    
                                                                          
                                                 30 June 2012 30 June 2011
                                                                          
                                                 (Audited)    (Audited)   
                                                                          
                                                 GBP          GBP         
                                                                          
ASSETS                                                                    
                                                                          
Non-current assets                                                        
                                                                          
Property, plant and equipment and mineral rights 62,411,655   59,052,015  
                                                                          
Other intangible assets                          -            14,214,426  
                                                                          
Goodwill                                         21,000,714   21,000,714  
                                                                          
Rehabilitation trust fund                        2,662,934    3,013,385   
                                                                          
                                                 86,075,303   97,280,540  
                                                                          
Current assets                                                            
                                                                          
Inventories                                      1,868,735    1,457,202   
                                                                          
Trade and other receivables                      6,828,047    4,254,401   
                                                                          
Cash and cash equivalents                        19,782,179   10,123,822  
                                                                          
                                                 28,478,961   15,835,425  
                                                                          
Assets held for sale                             13,135,215   -           
                                                                          
TOTAL ASSETS                                     127,689,479  113,115,965 
                                                                          
EQUITY AND LIABILITIES                                                    
                                                                          
Capital and reserves                                                      
                                                                          
Share capital                                    14,482,623   14,440,406  
                                                                          
Share premium                                    51,149,299   50,932,830  
                                                                          
Translation reserve                              (1,937,509)  8,310,542   
                                                                          
Share option reserve                             904,902      861,450     
                                                                          
Retained income                                  59,432,741   37,607,283  
                                                                          
Realisation of equity reserve                    (10,701,093) (10,701,093)
                                                                          
Merger reserve                                   (10,705,308) (10,705,308)
                                                                          
Equity attributable to owners of the parent      102,625,655  90,746,110  
                                                                          
Total equity                                     102,625,655  90,746,110  
                                                                          
Non - Current liabilities                                                 
                                                                          
Long term provisions                             3,043,954    3,386,591   
                                                                          
Long-term liabilities                            868,881      181,285     
                                                                          
Deferred taxation                                10,088,530   9,841,695   
                                                                          
                                                 14,001,365   13,409,571  
                                                                          
Current liabilities                                                       
                                                                          
Trade and other payables                         7,709,729    8,193,750   
                                                                          
Current tax liability                            3,352,730    766,534     
                                                                          
                                                 11,062,459   8,960,284   
                                                                          
TOTAL EQUITY AND LIABILITIES                     127,689,479  113,115,965 
                                                                          

Condensed Consolidated Statement Of Cash Flows For the year ended 30 June 2012

                                                      Group                    
                                                                               
                                                      30 June 2012 30 June 2011
                                                                               
                                                      (Audited)    (Audited)   
                                                                               
                                                      GBP          GBP         
                                                                               
NET CASH GENERATED FROM OPERATING ACTIVITIES          30,575,270   16,610,289  
                                                                               
INVESTING ACTIVITIES                                                           
                                                                               
Additions to property, plant and equipment, mineral   (17,424,906) (21,033,991)
rights                                                                         
                                                                               
Evander break-fee deposit                             (1,548,779)  -           
                                                                               
Additions to intangibles                              (505,273)    (800,619)   
                                                                               
Funding of rehabilitation trust fund                  115,970      122,145     
                                                                               
NET CASH USED IN INVESTING ACTIVITIES                 (19,362,988) (21,712,465)
                                                                               
FINANCING ACTIVITIES                                                           
                                                                               
Shares issued                                         258,686      1,545,000   
                                                                               
NET CASH FROM FINANCING ACTIVITIES                    258,686      1,545,000   
                                                                               
NET INCREASE / (DECREASE) IN CASH AND CASH            11,470,968   (3,557,176) 
EQUIVALENTS                                                                    
                                                                               
Cash and cash equivalents at the beginning of the     10,123,822   12,756,262  
year                                                                           
                                                                               
Effect of foreign exchange rate changes               (1,812,611)  924,736     
                                                                               
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR      19,782,179   10,123,822  
                                                                               

Condensed Consolidated Statement of Changes in Equity for the year ended 30
June 2012

              Share      Share      Translation  Share   Retained    Realisation  Merger       Total      
                                                                                                          
              Capital    Premium    reserve      option  earnings    of equity    reserve                 
                                                                                                          
GROUP                    account                 reserve             reserve                              
                                                                                                          
              GBP        GBP        GBP          GBP     GBP         GBP          GBP          GBP        
                                                                                                          
Balance at    14,095,406 49,732,830 4,495,865    754,394 25,814,783  (10,701,093) (10,705,308) 73,486,877 
30June 2010                                                                                               
                                                                                                          
Issue of      345,000    1,200,000  -            -       -           -            -            1,545,000  
shares                                                                                                    
                                                                                                          
Total         -          -          3,814,677    -       17,168,665  -            -            20,983,342 
comprehensive                                                                                             
income                                                                                                    
                                                                                                          
Dividends     -          -          -            -       (5,376,165) -            -            (5,376,165)
paid                                                                                                      
                                                                                                          
Share Based   -          -          -            107,056 -           -            -            107,056    
payment -                                                                                                 
Charge for                                                                                                
the year                                                                                                  
                                                                                                          
Balance at    14,440,406 50,932,830 8,310,542    861,450 37,607,283  (10,701,093) (10,705,308) 90,746,110 
30June 2011                                                                                               
                                                                                                          
Issue of      42,217     216,469    -            -       -           -            -            258,686    
shares                                                                                                    
                                                                                                          
Total         -          -          (10,248,051) -       29,241,634  -            -            18,993,583 
comprehensive                                                                                             
income                                                                                                    
                                                                                                          
Dividends     -          -          -            -       (7,416,176) -            -            (7,416,176)
paid                                                                                                      
                                                                                                          
Share Based   -          -          -            43,452  -           -            -            43,452     
payment -                                                                                                 
Charge for                                                                                                
the year                                                                                                  
                                                                                                          
Balance at    14,482,623 51,149,299 (1,937,509)  904,902 59,432,741  (10,701,093) (10,705,308) 102,625,655
30June 2012                                                                                               
                                                                                                          

Consolidated Segmented Report for the year ended 30 June 2012

                           30 June                                         30 June                          
                           2012                                            2011                             
                                                                                                            
              Barberton    Phoenix  Corporate    Group        Barberton    Phoenix  Corporate   Group       
                                                                                                            
              Mines        Platinum and          Growth       Mines        Platinum and Growth              
                           *                                               *                                
                                                                                                            
                                    Projects                                        Projects                
                                                                                                            
              GBP          GBP      GBP          GBP          GBP          GBP      GBP         GBP         
                                                                                                            
Revenue                                                                                                     
                                                                                                            
Gold sales    101,068,596  -        -            101,068,596  79,208,399   -        -           79,208,399  
                                                                                                            
Realisation   (163,217)    -        -            (163,217)    (157,763)    -        -           (157,763)   
costs                                                                                                       
                                                                                                            
On - mine     100,905,379  -        -            100,905,379  79,050,636   -        -           79,050,636  
revenue                                                                                                     
                                                                                                            
Cost of       (46,122,811) -        -            (46,122,811) (45,345,417) -        -           (45,345,417)
production                                                                                                  
                                                                                                            
Depreciation  (3,259,010)  -        -            (3,259,010)  (2,885,243)  -        -           (2,885,243) 
                                                                                                            
Mining Profit 51,523,558   -        -            51,523,558   30,819,976   -        -           30,819,976  
                                                                                                            
Other         (1,484,792)  (59,957) (4,371,478)  (5,916,227)  (288,930)    (12,943) (2,494,784) (2,796,657) 
expenses **                                                                                                 
                                                                                                            
Impairment    (48,238)     -        -            (48,238)     -            -        -           -           
costs                                                                                                       
                                                                                                            
Royalty costs (3,848,450)  -        -            (3,848,450)  (2,368,239)  -        -           (2,368,239) 
                                                                                                            
Net income /  46,142,078   (59,957) (4,371,478)  41,710,643   28,162,807   (12,943) (2,494,784) 25,655,080  
(loss)before                                                                                                
finance                                                                                                     
income and                                                                                                  
finance costs                                                                                               
                                                                                                            
Finance       96,202       4,911    551,154      652,267      29,065       -        772,957     802,022     
income                                                                                                      
                                                                                                            
Finance costs (136,765)    -        -            (136,765)    (40,128)     -        -           (40,128)    
                                                                                                            
Profit /      46,101,515   (55,046) (3,820,324)  42.226.145   28,151,744   (12,943) (1,721,827) 26,416,974  
(loss) before                                                                                               
taxation                                                                                                    
                                                                                                            
Taxation      (13,058,128) 73,617   -            (12,984,511) (9,251,933)  3,624    -           (9,248,309) 
                                                                                                            
Profit /      33,043,387   18,571   (3,820,324)  29,241,634   18,899,811   (9,319)  (1,721,827) 17,168,665  
(loss) after                                                                                                
taxation                                                                                                    
                                                                                                            
Other                                                                                                       
comprehensive                                                                                               
income:                                                                                                     
                                                                                                            
Foreign       (3,840,331)  550,605  (6,958,325)  (10,248,051) 1,737,540    269,848  1,807,289   3,814,677   
currency                                                                                                    
translation                                                                                                 
differences                                                                                                 
                                                                                                            
Total         29,203,056   569,176  (10,778,649) 18,993,583   20,637,351   260,529  85,462      20,983,342  
comprehensive                                                                                               
income /                                                                                                    
(loss) for                                                                                                  
the year                                                                                                    
                                                                                                            

*Costs directly attributable to Phoenix Platinum, along with attributable
overheads, are capitalised to capital under construction

** Other expenses are excluding inter-company management fees and dividends

Segmental   48,864,455 19,617,673 38,206,637 106,688,765 43,333,140 16,990,521 31,791,590 92,115,251
Assets                                                                                              
                                                                                                    
Segmental   23,552,791 275,378    1,235,655  25,063,824  20,212,973 1,556,006  600,876    22,369,855
Liabilities                                                                                         
                                                                                                    
Goodwill    -          -          -          21,000,714  -          -          -          21,000,714
                                                                                                    
Net Assets  25,311,664 19,342,295 36,970,982 81,624,941  23,120,167 15,434,515 31,190,714 69,745,396
(excluding                                                                                          
goodwill)                                                                                           
                                                                                                    
Capital     10,739,237 6,672,468  13,202     17,424,907  6,773,729  14,079,722 180,540    21,033,991
Expenditure                                                                                         
                                                                                                    

Contact Details

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SW1A 1NP

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Facsmile: + 44 (0) 207 491 1989

Jan Nelson                   Busi Sitole                 
                                                         
Pan African Resources PLC    Pan African Resources PLC   
                                                         
Chief Executive Officer      Financial Director          
                                                         
Office: + 27 (0) 11 243 2900 Office: + 27 (0) 11 243 2900
                                                         

Justine James                      Phil Dexter                          
                                                                        
Gable Communications               St James's Corporate Services Limited
                                                                        
Public Relations - UK              Company Secretary                    
                                                                        
Office: [phone]        Office: + 44 (0) 207 499 3916        
                                                                        
John Prior                         Elizabeth Johnson                    
                                                                        
Canaccord Genuity Limited          finnCap Ltd                          
                                                                        
Nominated Adviser and Joint Broker Joint Broker                         
                                                                        
Office: [phone]        Office: + 44 (0) 207 220 0500        
                                                                        
                                                                        
                                                                        
Nigel Gordon                       Sholto Simpson                       
                                                                        
Fasken Martineau LLP               One Capital                          
                                                                        
Solicitors in the UK               JSE Sponsor                          
                                                                        
Office: [phone]        Office: + 27 (0) 11 550 5009         
                                                                        

Louise Brugman

Vestor Media & Investor Relations

Public & Investor Relations

Office: [phone]

www.panafricanresources.com