Shanduka Shareholding in Pan African

Pan African Resources PLC                           

                        ("Pan African" 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                               

                     SHANDUKA SHAREHOLDING IN PAN AFRICAN                      

Pan African shareholders are referred to media reports during the last week,
where it was announced that transaction agreements between the Shanduka Group
(Proprietary) Limited ("Shanduka Group") and the Pembani Group (Proprietary)
Limited (collectively "Mergeco") had been entered into, and the requisite
regulatory filings submitted, in order to merge the two entities (the
"Transaction"). The merger remains subject to regulatory and other approvals.

Currently Shanduka Group holds 23.86% of the issued share capital of Pan
African, via its wholly-owned subsidiary Shanduka Gold (Proprietary) Limited
("Shanduka Gold"). Pan African has been informed that following the completion
of the Transaction, Mergeco will not hold any interest in Shanduka Gold or in
Pan African. The direct shareholding in Shanduka Gold, and indirect 23.86%
shareholding in Pan African, will instead be held by the following entities and
in the following proportions:

-The Mabindu Trust (49.5%);

-Jadeite Limited (33.6%), an investment vehicle of the China Investment
Corporation; and

-The Standard Bank of South Africa Limited (16.9%).

The Mabindu Trust is a broad-based black economic empowerment trust, with
historically disadvantaged South Africans as beneficiaries.

Pan African believes that the Transaction does not negatively affect the
Group's existing black economic empowerment credentials.

For further information on Pan African, please visit the website at
www.panafricanresources.com

9 June 2015

JSE Sponsor                                                                            
                                                                                       
One Capital                                                                            
                                                                                       
Contact Details                                                                        
                                                                                       
Corporate Office                                                                       
                                                                                       
The Firs Office Building                                                               
                                                                                       
1st Floor, Office 101                                                                  
                                                                                       
Cnr. Cradock and Biermann Avenues                                                      
                                                                                       
Rosebank, Johannesburg                                                                 
                                                                                       
South Africa                                                                           
                                                                                       
Office:   + 27 (0) 11 243 2900                                                         
                                                                                       
Facsmile: + 27 (0) 11 880 1240                                                         
                                                                                       
Registered Office                                                                      
                                                                                       
Suite 31                                                                               
                                                                                       
Second Floor                                                                           
                                                                                       
107 Cheapside                                                                          
                                                                                       
London                                                                                 
                                                                                       
EC2V 6DN                                                                               
                                                                                       
United Kingdom                                                                         
                                                                                       
Office:   + 44 (0) 207 796 8644                                                        
                                                                                       
Facsmile: + 44 (0) 207 796 8645                                                        

   

Cobus Loots                                 Deon Louw                                  
                                                                                       
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               

   

Phil Dexter                                Peter Stewart                               
                                                                                       
St James's Corporate Services Limited      Canaccord Genuity Limited                   
                                                                                       
Company Secretary                          Nominated Adviser                           
                                                                                       
Office: + 44 (0)207 796 8644               Office: [phone]                 
                                                                                       
Matthew Armitt / Ross Allister                                                         
                                                                                       
Peel Hunt LLP                                                                          
                                                                                       
Joint Broker                                                                           
                                                                                       
Office: [phone]                                                          

   

Nigel Gordon                                Sholto Simpson                             
                                                                                       
Fasken Martineau LLP                        One Capital                                
                                                                                       
Solicitors in the UK                        JSE Sponsor                                
                                                                                       
Office: [phone]                 Office: + 27 (0)11 550 5009                

   

Julian Gwillim                              Daniel Thole                               
                                                                                       
Aprio Strategic Communications              Bell Pottinger PR                          
                                                                                       
Public & Investor Relations SA              Public & Investor Relations UK             
                                                                                       
Office: [phone]                  Office: + 44 (0)203 772 2500               
                                                                                       
www.panafricanresources.com