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Revised Restructure, Recapitalisation and Refinancing Plan for Atlatsa and The Bokoni Group of Companies.

Re-dissemination of the March 27, 2013 news release

JOHANNESBURG, April 9, 2013 /PRNewswire/ – Atlatsa Resources
Corporation (“Atlatsa”)(TSXV:
ATL

;
NYSE

 
MKT

MKT M.K.Thyagaraja Bhagavathar
: ATL;
JSE

: ATL)
reports the following announcement referenced in its March 27, 2013 news
release.

1. Introduction

The boards of directors of Anglo American Platinum, a 79.9% held
subsidiary of
Anglo American plc

, Atlatsa and Atlatsa Holdings
(Proprietary) Ltd (formerly known as Pelawan Investments, the
controlling
Black Economic Empowerment

 (“BEE”) shareholder of
Atlatsa)(“Atlatsa Holdings”)(collectively “the
Parties”) are pleased to announce that they have concluded binding
definitive agreements for the revised restructure, recapitalisation and

refinancing

 of Atlatsa and the Bokoni group of companies (“Bokoni
Group”)(the “Revised Restructure Plan”).

2. Background

On 2 February 2012, the Parties announced that they had entered into
a binding term sheet for the initial phase of the Restructure Plan (the
“Initial Restructure Plan”).

In February 2012, the Parties also appointed a new management team
at the Bokoni Platinum Mine (“Bokoni Mine”).

During 2012 the new management team at Bokoni Mine, together with
the Parties, undertook a detailed strategic review of all technical,
operational and financing assumptions informing the existing mine
extraction and financing strategy at Bokoni Mine, having regard to both
macro and micro economic factors affecting both the Bokoni Mine, as well
as the
PGM

PGM Portable Gray Map
PGM Precision Guided Munition
 industry and its outlook in general (the “2012 Strategic
Review”).

Based on the results of the 2012 Strategic Review the Parties
undertook to implement the Revised Restructure Plan, comprising a
lower-risk operating and financing plan for Atlatsa and the Bokoni Mine
going forward.

On implementation of the Revised Restructure Plan (as outlined
below), Atlatsa and the Bokoni Group will be well positioned to
implement their business strategy on a more conservative, lower risk and
sustainable basis.

The Revised Restructure Plan retains most of the elements agreed
between the Parties in the Initial Restructure Plan and improves upon
the Initial Restructure Plan as follows:

A new and more conservative operating and financing plan for Bokoni
Mine through to 2020.

A simplification to the equity capital structure (as set out in
paragraph 4.2 below) of Atlatsa which results in:

an equity capital injection into Atlatsa of
ZAR

 750 million (US$
88.35 million) by Anglo American Platinum subscribing for 125 million
new common shares in Atlatsa at ZAR 6.00 per share (US$0,71 cpc), the
proceeds of which will be used to further reduce Atlatsa’s
outstanding debt;

the unwinding of the historical “B” preference share
arrangement, such that Atlatsa will have one class of common shares
going forward; and

an increase in the BEE shareholding in Atlatsa from 51% to 62%
(fully
diluted
  
tr.v. di·lut·ed, di·lut·ing, di·lutes
1. To make thinner or less concentrated by adding a liquid such as water.

2. To lessen the force, strength, purity, or brilliance of, especially by admixture.
), facilitated by Anglo American Platinum selling 115.8
million Atlatsa common shares, arising from the
unwind

 of the
“B” preference shares, to Atlatsa Holdings for ZAR 463 million
(US$ 54.54 million) on a vendor financed basis.

An amendment to the debt capital structure and financing terms of
Atlatsa, which results in the following revisions to the existing debt
facility between Atlatsa and Anglo American Platinum:

a 75% reduction in Atlatsa’s debt from ZAR 3.28 billion (US$
386.38 million) to approximately ZAR 833 million (US$ 98.13 million), as
at 31 December 2012 (see paragraph 4.2 below);

an increase in the existing debt facility by ZAR 700 million (US$
82.46 million) made available to Atlatsa to finance its 51%
pro rata

 share of the planned expansion at Bokoni Mine through to 2020, with a
maximum facility limit of ZAR1.55 billion (US$182.54 million); and

a reduction in Atlatsa’s estimated effective cost of borrowing
from 13% to 2% over the debt term period between 2013 to 2020 (see
paragraph 4.2 below).

3. Transaction Rationale

The Parties’ original intention for the creation of the Bokoni
Group, first announced in 2007 and later modified in 2009, sought to
transform the South African PGM mining landscape by Anglo American
Platinum facilitating the transformation of Atlatsa and the Bokoni Group
into a sustainable, historically disadvantaged South African
(“HDSA”) controlled PGM producer.

Based on the outcome of the 2012 Strategic Review, the Parties
agreed that in order to meet the original objectives for the empowerment
transaction, it was necessary to implement the Revised Restructure Plan
in order to place both Atlatsa and the Bokoni Group on a firmer
footing.

4. Revised Restructure Plan

The key features of the Revised Restructure Plan include,
inter
alia

:

4.1 New Operating Plan

The 2012 Strategic Review determined to scale the Bokoni Mine as a
160,000 tpm operation through to 2020, relative to its existing
installed concentrator plant processing capacity. Accordingly, material
capital expenditure associated with the proposed UG2 expansion plan at
Bokoni Mine, estimated at ZAR 2.3 billion (US$ 270.94 million) has been
deferred beyond 2020.

In an effort to further reduce unit
operating costs
 npl →  
, the 2012
Strategic Review identified certain potential Merensky open cast project
opportunities which, subject to final regulatory approvals, will be
exploited from 2013
onwards
  
adj.
Moving or tending forward.

adv. also on·wards
In a direction or toward a position that is ahead in space or time; forward.

Adv. 1.
. This will allow the Bokoni Mine to meet its
installed processing capacity in the near term with ore from both open
cast and underground mining operations, whilst its underground mining
operations build up from 100,000 tpm (current) to 160,000 tpm over the
next five years.

On successful implementation of the new operating plan the Bokoni
Mine will double its production profile from its existing base of
approximately 115,000 PGM ounces
per annum

 to 250,000 PGM ounces per
annum between 2013 and 2016.

The new operating plan will result in Bokoni Mine becoming a
predominantly
Merensky Reef

 producer, accounting for approximately 70%
of its total estimated production in the medium-term.

The capital cost estimate for the new expansion plan at Bokoni Mine
is ZAR 1.1 billion (US$ 129.58 million) in 2012 money terms. This
estimate includes capital required for the completion of the Brakfontein
Merensky project and the revised Middelpunt Hill UG2 project.

Atlatsa will finance its 51% pro rata share of expansion plans at
Bokoni Mine (estimated at ZAR 561 million (US$ 66.09 million) from
internal cash flows generated at Bokoni Mine, together with its
available
credit facilities
 npl

 npl

 
 of ZAR 700 million (US$ 82.46 million) to
the extent required – refer to 4.2 below.

The new operating plan at Bokoni Mine is considered a lower-risk,
less capital intensive and more conservative plan from both an
operational and financing perspective.

4.2 Debt and Equity Capital Restructure

Atlatsa will sell its attributable interest in the Eastern section
of the Ga-Phasha project and the entire Boikgantsho project (comprising
an estimated total of 31.4 million PGM undeveloped Resource ounces) to
Anglo American Platinum for a purchase consideration of ZAR 1.7 billion
(US$ 200.26 million)(“the Asset Sale”). All the proceeds
received from the Asset Sale will be utilised by Atlatsa to reduce
existing debt
owing to

prep.
Because of; on account of:

 prep → ,  
 Anglo American Platinum.

Anglo American Platinum will subscribe for 125 million new common
shares in Atlatsa at ZAR 6.00 per share ($0.71), all the proceeds of
which will be used to further reduce existing debt owing to Anglo
American Platinum.

The net effect of the Revised Restructure Plan for Atlatsa is a 75%
reduction in the Company’s debt as at 31 December, 2012 through a
series of transactions, summarised as follows:

As per the table above, the reduced Atlatsa debt balance owing to
Anglo American Platinum in terms of the existing debt facility will be
approximately ZAR 833 million (US$ 98.13 million) at 31 December 2012.
Anglo American Platinum will make available additional credit of
approximately ZAR 700 million (US$ 82.46 million) up to a facility limit
of ZAR 1.55 billion under the existing facility for Atlatsa to finance
its 51% pro rata share of expansion plans at Bokoni Mine (the “Debt
Facility”).

The Debt Facility will be available to Atlatsa for seven years
terminating on 31 December 2020 and will attract a variable interest
rate, with a reduced interest charge during the initial debt profile
term between 2013 – 2015 (comprising the capital intensive phase of the
growth operations at Bokoni Mine) and escalating at an increased rate
depending on the amount owing by Atlatsa under the Debt Facility over
the funding period as set out in the interest rate table below:

The weighted average effective interest rate of the Debt Facility is
estimated to be 2% per annum, thereby reducing Atlatsa’s expected
cost of debt by 85% from approximately 13% to approximately 2% through
to 2020.

There will be no fixed repayment terms for the Debt Facility through
to 31 December 2018. However, Atlatsa will be required to fully repay
the Debt Facility to Anglo American Platinum by 31 December, 2020. There
will be no penalty for early repayment. Atlatsa will be required to
reduce the Debt Facility owing to Anglo American Platinum to an
outstanding balance (including capitalised interest) of:

I. no more than ZAR 1 billion (US$ 117.8 million) as at 31 December
2018;

II. no more than ZAR 500 million (US$ 58.90 million) as at 31
December 2019; and

III. zero as at 31 December 2020.

Atlatsa will be obliged to utilise 90% of its attributable share of
free cash flows generated from Bokoni Mine operations to service the
Debt Facility and 10% of such free cash flow will be available as a
“trickle dividend” in favour of Atlatsa. Atlatsa will not be
required to effect any mandatory refinancing of the Debt Facility during
the debt term through to 2020.

4.3 Unwinding the “B” preference share structure

The parties will unwind the “B” preference share structure
in Atlatsa, such that Atlatsa will have only one class of common shares
going forward.

Anglo American Platinum will subsequently sell its 115.8 million
common shares in Atlatsa, arising from the unwind of the “B”
preference shares, to Atlatsa Holdings for ZAR 463 million (US$ 54.54
million) through a vendor finance loan (the “Vendor Finance
Facility”). Pursuant to such sale, Atlatsa Holdings will increase
its shareholding in Atlatsa from 51% (current) to 62%, thereby creating
additional
equity financing

 flexibility for Atlatsa to raise additional
financing through equity issuances and still maintain a 51% BEE majority
shareholding in the company if required.

There are no fixed repayment terms for the Vendor Finance Facility
through to 31 December, 2018. However, Atlatsa Holdings will be required
to fully repay the Vendor Finance Facility to Anglo American Platinum by
31 December, 2020. There will be no penalty for early repayment. Atlatsa
Holdings will be required to reduce the Vendor Finance Facility owing to
Anglo American Platinum to an outstanding balance (including capitalised
interest) of:

I. no more than ZAR 232 million (US$ 27.33 million) as at 31
December 2018;

II. no more than ZAR 116 million (US$ 13.66 million) as at 31
December 2019; and

III. zero as at 31 December 2020.

Atlatsa Holdings will provide security to Anglo American Platinum in
relation to the Vendor Finance Facility by way of a pledge and
cession

 of its entire shareholding in Atlatsa, which shares remain subject to a
lock-in arrangement through to 2020. Should Atlatsa Holdings be unable
to meet its minimum repayment commitments in terms of the Vendor Finance
Facility repayment obligations between 2018 to 2020, Atlatsa will have a
discretionary right, with no obligation, to step in and remedy such
obligation in order to protect its BEE shareholding status, subject to
commercial terms being agreed between Atlatsa Holdings and Atlatsa for
that purpose.

Subsequent to the implementation of the Revised Restructure Plan
Atlatsa’s fully diluted shares in issue will increase to 555
million shares outstanding, with the following resultant
shareholding:

4.4 Other agreements

The Bokoni Group will extend its existing concentrate purchase
agreement with Anglo American Platinum on the same terms and conditions
for a period of seven years, terminating on 31 December 2020.

Atlatsa will retain its existing option to acquire an ownership
interest in Anglo American Platinum’s Polokwane smelter complex on
terms agreed between Rustenburg Platinum Mine and Atlatsa.

5. Conditions precedent

The implementation of the Revised Restructure Plan will be subject,
inter alia, to the fulfillment or, where appropriate, waiver of the
following conditions precedent:

Approval by the shareholders of Atlatsa;

All of the agreements constituting the Revised Restructuring Plan
becoming
unconditional

;

To the extent required, unconditional approval by the Competition
Authorities of
South Africa
 Afrikaans Suid-Afrika, officially Republic of South Africa, republic (2005 est. pop. 44,344,000), 471,442 sq mi (1,221,037 sq km), S Africa.
;

To the extent required, unconditional approval by the South African
Reserve Bank; and

Approval of the Revised Restructure Plan by the relevant regulatory
authorities including the
TSX Venture Exchange

, JSE Limited, NYSE-MKT,
the South African Department of Mineral Resources and ministerial
approval of the transfer of mineral rights.

6. Effective date of the Revised Restructure Plan

The Effective Date of the Revised Restructure Plan is subject to the
fulfilment of the conditions precedent as set out above. Further
information will be provided once the conditions have been
fulfilled.

7.
Pro forma

  Financial effects
relating to
 relate prep

 relate prep → ,  
 the Revised Restructure
Plan and renewal of cautionary announcement

Shareholders are advised that the financial effects of the Revised
Restructure Plan are still being determined and may have a material
effect on the price of Atlatsa securities. Accordingly, shareholders are
advised to continue exercising caution when dealing in Atlatsa
securities until a further announcement is made. A further announcement
will be released on the Securities Exchange News Service, filed on
SEDAR

 and published in the South African press as soon as the financial
effects have been finalised.

8. Categorisation in terms of JSE Listings Requirements

The Asset Sale constitutes a category 1 disposal to a related party
under the provisions of section 9.5(b) read with section 10 of the
Listings Requirements of the JSE and the subscription of shares by Anglo
American Platinum constitutes a specific issue of shares for cash under
the provisions of section 5 of the Listings Requirements of the JSE.

9.
Information circular

 to shareholders

An information circular containing full details of the Revised
Restructure Plan and relevant agreements and incorporating a notice of
general meeting of Atlatsa shareholders, will be posted to Atlatsa
shareholders, in due course.

Cautionary and forward-looking information

This document contains “forward-looking statements” that
were based on Atlatsa’s expectations, estimates and projections as
of the dates as of which those statements were made, including
statements relating to the Bokoni Group revised restructure plan or
operational performance. Generally, these forward-looking statements can
be identified by the use of forward-looking terminology such as
“may”, “will”, “outlook”,
“anticipate”, “project”, “target”,
“believe”, “estimate”, “expect”,
“intend”, “should” and similar expressions.

Atlatsa believes that such forward-looking statements are based on
material factors and reasonable assumptions, including the following
assumptions: the revised restructure plan completed in a timely manner;
the Bokoni Mine will achieve production levels as set out in the new
operating plan; contracted parties provide goods and/or services on the
agreed timeframes; equipment necessary for construction and development
is available as scheduled and does not incur unforeseen breakdowns; no
material labour slowdowns or strikes are incurred; plant and equipment
functions as specified; geological or financial parameters do not

necessitate
  
tr.v. ne·ces·si·tat·ed, ne·ces·si·tat·ing, ne·ces·si·tates
1. To make necessary or unavoidable.

2. To require or compel.
 future mine plan changes; and no geological or technical
problems occur.

Forward-looking statements are subject to known and unknown risks,
uncertainties and other factors that may cause the Company’s actual
results, level of activity, performance or achievements to be materially
different from those expressed or implied by such forward-looking
statements. These include but are not limited to:

uncertainties related to the receipt of the necessary shareholder,
stock exchange and regulatory approvals and satisfaction of other
conditions to the completion of the revised restructure plan in a timely
manner, if at all;

uncertainties related to the completion of the revised restructure
plan transactions in a timely manner;

uncertainties related to expected production rates, timing of
production and the cash and total costs of production and milling;

operating and technical difficulties in connection with mining
development activities;

changes in general economic conditions, the financial markets and in
the demand and market price for gold, copper and other minerals and
commodities, such as diesel fuel, coal,
petroleum coke

, steel, concrete,
electricity and other forms of energy, mining equipment, and
fluctuations in exchange rates,

particularly with respect to the value of the U.S. dollar,
Canadian
dollar

 and South African rand;

changes in accounting policies and methods we use to report our
financial condition, including uncertainties associated with critical
accounting assumptions and estimates; environmental issues and
liabilities associated with mining including processing and stock piling
ore;

geopolitical
  
n. (used with a sing. verb)
1. The study of the relationship among politics and geography, demography, and economics, especially with respect to the foreign policy of a nation.

2.
a.
 uncertainty and political and economic instability in
countries which we operate; and

labour strikes, work stoppages, or other interruptions to, or
difficulties in, the employment of labour in markets in which we operate
mines, or environmental hazards, industrial accidents or other events or
occurrences, including third party interference that interrupt the
production of minerals in our mines.

For further information on Atlatsa, investors should review the
Company’s annual Form 20-F filing with the
United States
 officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world’s third largest country in population and the fourth largest country in area.
 Securities
and Exchange Commission www.sec.gov and annual information form for the
year ended December 31, 2012 and other disclosure documents that are
available on SEDAR at www.sedar.com

Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of this
release. The NYSE Amex has neither approved nor disapproved the contents
of this press release.

SOURCE Atlatsa Resources Corporation