ATLRF Atlas Copco Corporation (PK)

4. A.1. Name, Address and Incorporation; Trading Markets

Atlatsa Resources Corporation (formerly known as Anooraq Resources Corporation) was incorporated on April 19, 1983 under the Companies Act (British Columbia), the laws of the Province of British Columbia, Canada. The Company was transitioned under the Business Corporations Act (British Columbia) on June 11, 2004, on which date the Company altered its Notice of Articles to change its authorized share structure from 200,000,000 common shares without par value to an unlimited number of common shares without par value.

The Company’s registered office is Suite 1700, Park place, 666 Burrard Street, Vancouver, British Columbia, V6C 2X8, Canada, telephone: (604) 631-1300, facsimile: (604) 681-1825. The South African head office of the Company is located at 4th Floor – 82 Grayston Drive, Off Esterhysen Lane, Sandton, South Africa, 2146, telephone: +27 11 883 0800, facsimile: +27 11 883 0836.

The Company’s common shares are listed for trading on the TSX (symbol ATL), and the JSE (symbol ATL).

On July 10, 2015, the Company announced its intention to file a Form 25 (Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934) with the SEC to voluntarily withdraw its common shares from listing on the NYSE MKT. The Company filed the Form 25 on July 20, 2015 and the delisting was effective 10 days following the filing of the Form 25. The Company remains an SEC registrant and will review this position prior to the first anniversary of the delisting off the NYSE MKT. The Company’s common shares continue to be listed on the TSX and the JSE.

4. A.2. General Development of the Business

For the period 1983 to June 30, 2009, the Company was primarily an exploration company and, therefore, did not have any significant operating assets.

From 1996 to mid-1999, the Company’s mineral exploration was focused on metal prospects located in Mexico. In October 1999, the Company refocused its exploration on a South African PGM project, the Platreef Project. The Company has two active Cayman Islands subsidiaries, N1C and N2C. These two subsidiaries were incorporated on December 2, 1999 under the laws of the Cayman Islands. The Company holds 100% of the shares of N1C, which in turn holds 100% of the N2C shares.

In September 2004, the Company and Atlatsa Holdings, a private South African company, completed a transaction combining their respective PGM assets, comprising the Company’s PGM projects on the Northern and Western Limbs of the Bushveld Igneous Complex (“BIC”) and Atlatsa Holding’s 50% participation interest in Ga-Phasha (previously known as “Paschaskraal”) on the Eastern Limb of the BIC in the Republic of South Africa (“the Pelawan transaction”).

Pursuant to the terms of the Pelawan transaction, which constituted a reverse take-over under the policies of the TSX-V, the Company acquired Atlatsa Holding’s rights to its 50% participation interest in Ga-Phasha in return for 91.2 million Atlatsa common shares (63% of the total outstanding shares in Atlatsa at that time) and a cash payment of $1.4 million (ZAR15.7 million). By completing the reverse take-over with Atlatsa Holdings, Atlatsa reconstituted itself as a BEE company in South Africa with a view to positioning itself for greater opportunities within the South African mineral sector.

This strategy was successful in 2007 when Atlatsa announced a major BEE transaction with Anglo Platinum pursuant to which the two corporations determined to combine all of their existing joint venture interests, together with 100% of Anglo Platinum’s Bokoni Mine (formerly Lebowa), under a new group structure, the Bokoni Group.

The “Bokoni Transaction” was completed on July 1, 2009, which was the most important year in Atlatsa’s history. On July 1, 2009, the Company acquired 51% of the Bokoni Mine and took operational control of the Bokoni Mine and the Bokoni Group. RPM retained a 49% non-controlling interest in Bokoni Holdco. This was the first operating asset acquired by the Company that generated revenue. There was therefore a significant increase in the asset base of the Company as revenue generating assets were effectively acquired and the Company transformed from an exploration and development company into a PGM producer through the Bokoni Transaction.

The Bokoni Transaction was a step towards Atlatsa’s objective to become a significant PGM producer with a diversified PGM asset base, including production and exploration assets. Atlatsa controls a significant estimated mineral resource base of approximately 56 million ounces in the measured category, 27.7 million ounces in the indicated category and 70.5 million ounces in the inferred category. Of this estimated mineral resource base, approximately 28.5 million ounces in the measured category, 14.1 million ounces in the indicated category and 36 million ounces in the inferred category are attributable to Atlatsa. See page 13 of Atlatsa’s technical report titled “An Independent Qualified Persons’ Report on the Bokoni Platinum Mine, in the

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Mpumalanga Province, South Africa” dated April 24, 2013 and filed on SEDAR at www.sedar.com and furnished on EDGAR on Form 6-K, at www.sec.gov on May 14, 2013. ²

For the year ended December 31, 2010 and the year ended December 31, 2011, Atlatsa focused on implementing the foundation for its turnaround strategy at the Bokoni Mine operations. On February 2, 2012, the Company and Anglo Platinum announced the parties’ conclusion of a term sheet comprising the first iteration of the Refinance Plan (see ITEM 4. A.5. Refinance Plan (2012-2014) ).

Subsequent to announcing the material terms of the Refinancing Plan in February 2012, the Company announced that it, together with Anglo Platinum and the management of Bokoni had undertaken a strategic review of the Bokoni Mine operations in order to assess the optimal operating and financial plan for the Bokoni Mine going forward. See ITEM 4. B.2. Atlatsa’s Business Strategy .

Until January 31, 2014, N2C held 100% of the shares of Plateau, a private South African mining corporation acquired by Atlatsa on August 28, 2001. On January 31, 2014, with the conversion of the “B” preference shares (part of the refinancing plan, see ITEM 4. A.5. Refinance Plan (2012-2014) ), Atlatsa now holds 53% and N2C 47% of Plateau. Atlatsa holds its assets and interests in South Africa through Plateau.

On September 16, 2015, the Company announced that it, together with its joint venture partner, Anglo Platinum, had determined to implement a restructure plan at Bokoni Mine. See ITEM 4. A.4. Bokoni Restructure Plan for more detail.

On August 17, 2015, the British Columbia Securities Commission issued a management cease trade order to Atlatsa for failure to file certain continuous disclosure documents as required by applicable securities law. Harold Motaung and Boipelo Lekubo each were subject to the cease trade order. Atlatsa subsequently filed the documents that were the subject of the initial default and the management cease trade order was revoked by the British Columbia Securities Commission on December 11, 2015.

On December 9, 2015, Plateau entered into a Term Loan Facility Agreement ( see ITEM 4. A.6.9. Term Loan Facility ) with RPM, providing a $29.9 million (ZAR334.0 million) facility to enable Plateau to advance its 51% pro-rate share of the shareholder loans to Holdco for the sole purpose of enabling Bokoni Mine to fund operating expenses, working capital expenditure and capital expenditure costs in the event that these costs cannot be funded from Bokoni Mine cash flows.

In addition, on December 9, 2015, the New Senior Facilities Agreement was increased by $6.4 million (ZAR71.4 million) to make available funds to Plateau to repay its share of the $12.5 million (ZAR140.0 million) backlog of trade and other payables (see ITEM 4. A.6.6.New Senior Facilities Agreement ).

In this Annual Report, Fiscal 2015 and 2014 are further discussed in detail.

4. A.3. Ownership Structure

As discussed above, the “Bokoni Transaction” was completed on July 1, 2009 and Atlatsa, through its wholly owned South African subsidiary, Plateau, holds a 51% controlling interest and management control in Bokoni Holdco. Bokoni Holdco holds a 100% interest in several PGM projects, including the operating Bokoni Mine, exploration companies Boikgantsho, Ga Phasha and Kwanda. As a result of a transaction with RPM on December 13, 2013, Boikgantsho and Ga Phasha do not currently hold any mineral properties and are now dormant.

Atlatsa also holds direct interest in the Central Block properties (see ITEM  4. D.19.4. Central Block ) and indirect in the Kwanda and Rietfontein properties (see ITEMS 4. D.19.3. Rietfontein Block and 4. D.19.5. Kwanda Project (North Block and South Block respectively).

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The corporate structure of Atlatsa and its subsidiaries as of the date hereof, was as follows:

4. A.4. Bokoni Restructure Plan

On September 16, 2015, the Company announced, together with Anglo Platinum, that to ensure the future optimization of Bokoni Mine, the Company will implement an operational and financial restructure plan at Bokoni Mine. The primary objective of the Restructure Plan (“Restructure Plan”) (see “Going Concern” in note 2 of the audited Consolidated Financial Statements for Fiscal 2015 for the necessity of the Restructure Plan) is to enable Bokoni Mine to endure a prolonged period of depressed PGM commodity prices, by reducing its existing cost structure and increasing production volumes of higher grade ore from underground operations.

The Restructure Plan was based on the following assumptions for Fiscal 2016:

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Implementation of the Restructure Plan at Bokoni Mine is anticipated to result in:

Bokoni Mine issued a Section 189 (3) notice to relevant parties pursuant to Section 189A of the South African Labour Relations Act, 66 of 1995 (“LRA”) on September 15, 2015, for the commencement of a consultation process on the contemplated retrenchments of its employees based on operational requirements.

The anticipated costs of implementing the Restructure Plan will be financed from operating cash flows and the Term Loan Facility provided by RPM (See ITEM 4. A.6.9. Term Loan Facility ).

As at December 31, 2015 the restructure plan was underway and is anticipated to be fully completed by Quarter 2 of 2016. To date, on base cost calculated from August 2015, operational costs have reduced by 15% on average per month, which was achieved by a substantial reduction in Bokoni’s labour force. Bokoni Mine labour complement reduced by 8.0% from 6,101 as at December 31, 2014 to 5,613 as at December 31, 2015. The reduction is made up of a 13.4% decrease in contractors and a 4.3% decrease in own mine employees (see ITEM 4.D.5. Personnel ).

4. A.5. Refinance Plan (2012-2014)

On February 2, 2012, the Company and Anglo Platinum announced that the parties had concluded a term sheet comprising the first iteration of the Refinancing Plan which was carried out over two phases.

Phase One

On September 28, 2012, the Company announced that it, together with Anglo Platinum, had completed Phase One of the Refinancing Plan, whereby the Company consolidated its 2009 Senior Debt Facility, the OCSF and “A” Preference Share Facility, such that the OCSF and the “A” Preference Share Facility were repaid in full.

In Phase One of the Refinancing Plan, the 2009 Senior Debt Facility was amended to increase the total amount available under the facility, and this additional amount was utilized to repay the amounts owed to RPM under the OCSF (See ITEM  4. A.6.1. OCSF ) and to redeem the existing “A” Preference Share Facility (see ITEM 4. A.6.3.1. Cash component - “A” Preference Share Facility). These transactions resulted in all outstanding debt owing to RPM as at that date being consolidated into one single facility on terms and conditions agreed between the parties, including an interest rate adjustment, which lowered the Company’s cost of borrowing. A fair value adjustment was recorded on the 2009 Senior Debt Facility. Refer below for more detail.

Certain of the transactions completed as part of Phase One of the Refinancing Plan are “related party transactions” pursuant to Multilateral Instrument 61-101 – Protection of Minority Securityholders Interest in Special Transactions. Readers are referred to the Material Change report of the Company dated September 27, 2012, for more information regarding the related party aspects of Phase One, including details of exemptions from valuation and shareholder approval requirements relied on by Atlatsa.

When a transaction is with a shareholder at terms and conditions that would not be expected from a third party, it is clear that either the company or the shareholder obtained a benefit because of the shareholder relationship. This benefit is recognized directly in equity. In respect of loans with shareholders, the difference between the loan received and the amount recognized at fair value on initial recognition, is recognized as a fair value gain or loss directly in equity. In respect of loans with shareholders, the difference between the loan settled and the amount recognized at fair value on settlement date, is recognized as a fair value gain or loss directly in equity.

Phase Two

On March 27, 2013, the Company announced the execution of definitive agreements for Phase Two of the Refinancing Plan which included the disposal of certain mineral properties representing undeveloped estimated PGM resources to RPM and the

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recapitalization and refinancing of Atlatsa and the Bokoni Group, together with an undertaking to accelerate production growth at the Bokoni Mine. The first part of Phase Two was completed on December 13, 2013 and the remainder of the Phase Two transactions were completed on January 31, 2014.

Certain of the transactions completed as part of Phase Two of the Refinancing Plan are “related party transactions” pursuant to Multilateral Instrument 61-101 – Protection of Minority Securityholders Interest in Special Transactions. Readers are referred to the management information circular (as filed on SEDAR on May 31, 2013) of the Company dated May 28, 2013, for more information regarding the related party aspects of Phase Two, including details of formal valuations obtained by Atlatsa. Included in the information circular, are details of Minxcon (an independent valuator) as well as PSG (in relation to a fairness opinion over the Refinancing Plan). The following was noted in terms of the valuations of the mineral properties to be sold in Phase Two:

“Minxcon is of the opinion that, as of February 27, 2013, the fair market value of the assets of the Boikgantsho Project is estimated to be between $80.7 million (ZAR902 million) and $85.9 million (ZAR960 million). The Boikgantsho Asset Sale Agreement provides that Boikgantsho will sell and RPM will purchase the assets of the Boikgantsho Project for $85.0 million (ZAR950 million), which is within the range of the fair market values of the Boikgantsho Project as set out in the Boikgantsho Valuation”.

Management received disinterested Shareholder approval for Phase Two of the Refinancing Plan, on June 28, 2013.

As part of Phase Two of the Refinancing Plan, under the New Senior Facilities Agreement signed on March 27, 2013, Anglo Platinum agreed to make additional facilities available to the Company, after the 2009 Senior Debt had been fully utilized by the Company to finance its pro rata share of the Bokoni Mine going forward. The Company was not entitled to draw down amounts under the New Senior Facilities Agreement until, amongst other things, the conditions precedent to such drawdowns were met (these conditions precedent were met on December 12, 2013).

Due to this delay in closing the Refinancing Plan, and the fact that the Company required additional funding prior to the date the New Senior Facilities Agreement became available to the Company (i.e. December 13, 2013), the parties agreed to increase the amount available for draw down under the 2009 Senior Debt Facility by $19.3 million (ZAR215.7 million). An agreement effecting this increase was signed on May 28, 2013 (the “Amending Agreement”).

In addition to the facilities provided, RPM agreed to fund Bokoni with an advance on the Purchase of Concentrate revenue on the sale of concentrate made to RPM with an interest rate of JIBAR plus 1.41% per annum, from November 1, 2013 to December 31, 2015. This agreement is as a result of the facilities under the New Senior Facilities Agreement not being sufficient to meet the cash requirement of Bokoni Mine either because of the delay in finalizing the Refinancing Plan or after the New Senior Facilities Agreement has been fully utilized. See ITEM  4. A.6.8. Purchase of Concentrate Advance

The final conditions precedent for the completion of Phase Two of the Refinancing Plan was obtained on December 12, 2013.

On December 13, 2013; the following transactions forming part of Phase Two of the Refinancing Plan were completed:

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During January 2014, Phase Two of the Refinancing Plan was finalized by completing the following:

Fair Value adjustments on loans and borrowings:

The Company has recognized a fair value loss and AG8 adjustments of ($0.3 million) in its Consolidated Statement of Comprehensive Income for Fiscal 2015, compared to a fair value loss and AG8 adjustments of ($2.1 million) for Fiscal 2014. The difference is due to the refinancing cash flow implications being moved out as a result of the delay in finalization of the Refinancing Plan during Fiscal 2013. In addition to this, post December 13, 2013, only the debt between Plateau and RPM was fair valued, as the 49% contribution by RPM to Bokoni Holdco was treated as a shareholders loan with the intention to capitalize these loans, which took place on March 31, 2014, therefore the 2015 fair value loss is at a minimum.

The Company has recognized a fair value loss and AG8 adjustments of $2.1 million in its Consolidated Statement of Comprehensive Income for Fiscal 2014, compared to a fair value gain and AG8 adjustment of $48.0 million for Fiscal 2013. The non-controlling interest referred to in the audited Consolidated Statements of Changes in Equity and in the Consolidated Statement of Financial Position, includes a fair value gain on fair valuing the outstanding debt between Bokoni Holdco and RPM of $127.8 million for Fiscal 2012, and a fair value loss of ($98.9 million) as a result of settling the debt between Bokoni Holdco and RPM, for Fiscal 2014.

As a result of the debt consolidation and associated interest rate adjustment, which took place on the completion of Phase One of the Refinancing Plan on September 28, 2012, the Company derecognized its historical debt and recognized the new

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consolidated 2009 Senior Debt Facility which required the debt to be classified at fair value which gave rise to fair value adjustments required to be recorded.

On December 13, 2013 the 2009 Senior Debt Facility was replaced by the New Senior Facilities Agreement between RPM and Plateau, which also gave rise to fair value adjustments as the terms have changed significantly from the 2009 Senior Debt Facility. The fair value adjustment results from the Company’s new cost of borrowing under the consolidated 2009 Senior Debt Facility and the New Senior Facilities Agreement being more favourable when compared to a market related cost of borrowing available to the Company.

The debt between Bokoni Holdco and RPM was settled on December 13, 2013, subsequent to the acquisition of additional shares by RPM in Bokoni Holdco. This resulted in a fair value loss as the contractual debt that was settled was greater than the fair value of the debt at the time.

For additional information on the Refinancing Plan refer to the press releases of Atlatsa dated February 2, 2012, March 15, 2012, March 30, 2012, May 3, 2012, June 15, 2012, July 26, 2012, September 7, 2012, September 27, 2012, October 2, 2012, October 22, 2012, December 3, 2012, January 21, 2013, March 27, 2013, March 28, 2013, April 5, 2013, July 2, 2013, August 20, 2013, August 29, 2013,October 7, 2013, October 8, 2013, October 31, 2013, December 12, 2013, December 18, 2013, January 16, 2014 and February 3, 2014 as well as the material change reports filed on February 13, 2012, September 27, 2012 and April 8, 2013 all of which are available on SEDAR www.sedar.com and on EDGAR at www.sec.gov.

4. A.6. Debt Arrangements (applicable for the financial periods 2009 -2013)

The Company financed the Bokoni Transaction at the Plateau level through a combination of the 2009 Senior Debt Facility and an agreement with RPM whereby RPM provided Plateau with the operating cash flow shortfall facility (the “OCSF”) of up to a maximum of $67.1 million (ZAR750 million) (which increased to $98.4 million (ZAR1,100 million) on June 29, 2012) and access to RPM’s attributable share of the Bokoni Holdco cash flows (the “Standby Loan Facility”) which, with the Company’s portion, provided up to a maximum of 80% of all free cash flow generated from Bokoni to meet its repayment obligations in terms of the 2009 Senior Debt Facility.

The OCSF, the “A” Preference Share Facility and the 2009 Senior Debt Facility were consolidated on September 28, 2012 as part of Phase One of the Refinancing Plan (see ITEM 4. A.5. Refinance Plan (2012-2014) ). The 2009 Senior Debt Facility and the Standby Loan Facility were replaced by the New Senior Facilities Agreement on December 13, 2013.

4. A.6.1. OCSF (applicable for the financial periods 2009 -2012)

In order for Plateau to meet any required shareholder contributions in respect of operating or capital expenditure cash shortfalls at Bokoni during the initial three year ramp up phase at the Bokoni Mine, RPM provided Plateau with the OCSF which could be draw up to a maximum of $67.1 million (ZAR750 million) and was subject to certain annual draw down restrictions, in terms of quantum, during the first three years. On 29 June 2012, the OCSF facility was increased to $98.4 million (ZAR1,100 million)

The full outstanding amount under the OCSF as at September 28, 2012 was repaid and consolidated into the 2009 Senior Debt Facility, and the principal amount outstanding as at that date was $0. See ITEM  4. A.6.2. 2009 Senior Debt Facility . The OCSF is no longer available to the Company and is described herein for historical purposes only. See ITEM 4. A.5. Refinance Plan (2012-2014).

4. A.6.2. 2009 Senior Debt Facility (applicable for the financial periods 2009 -2013)

On July 1, 2009; Plateau entered into the 2009 Senior Debt Facility with Standard Charter Bank (“SCB”) for an amount of up to $67.1 million (ZAR750 million), including capitalized interest of up to a maximum of three years or $22.4 million (ZAR250 million).

The 2009 Senior Debt Facility was repayable in 12 semi-annual instalments, with the first payment due on January 31, 2013. Interest was calculated at a variable rate linked to the 3 month JIBAR plus applicable margin and mandatory cost. The 2009 Senior Debt Facility had a term of 108 months from July 1, 2009.

On December 11, 2009, 34% of the 2009 Senior Debt Facility was syndicated to First Rand Bank Limited, acting through its Rand Merchant Bank division.

SCB’s $44.7 million (ZAR500 million) and interest amounting to $12.8 million (ZAR142.8 million) at an interest rate of 11.345% was rolled up through April 28, 2011. Effective as of April 28, 2011, RPM assumed all of the rights and obligations of SCB and Rand Merchant Bank under the 2009 Senior Debt Facility.

The total amount of the interest payable on the notional amount of the 2009 Senior Debt Facility of $44.7 million (ZAR500 million) draw down on July 1, 2009 was hedged with effect from July 1, 2009 until July 31, 2012.

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On September 28, 2012, the full outstanding amount under the OCSF (ITEM 4. A.6.1. OCSF ) was repaid and consolidated into the 2009 Senior Debt Facility. See ITEM 4. A.5. Refinance Plan (2012-2014) for more information with respect to Phase One of the Refinancing Plan.

As part of Phase Two of the Refinancing Plan, Anglo Platinum made additional facilities available to the Company to finance its pro rata share of the Bokoni Mine operations going forward under the New Senior Facilities Agreement signed on March 27, 2013. The Company was not entitled to draw down amounts under the New Senior Facilities Agreement until, amongst other things, the conditions precedent to such drawdowns were met (these conditions precedent were met on December 12, 2013).

Due to the delay in closing of Phase Two of the Refinancing Plan, and the fact that the Company required funding prior to the New Senior Facilities Agreement becoming effective on December 13, 2013, the parties agreed to increase the amount available for draw down under the 2009 Senior Debt Facility by $19.3 million (ZAR215.7 million). The Amendment Agreement effecting this increase was signed on May 28, 2013.

A principal amount of $64.9 million (ZAR725.8 million) was drawn down on the 2009 Senior Debt Facility in the period from September 30, 2012 (the closing of Phase One of the Refinancing Plan) to December 13, 2013, (the date on which the New Senior Facilities Agreement became effective) which was added to the contractual amount outstanding under the 2009 Senior Debt Facility. In addition, during this period contractual interest of $7.3 million (ZAR81.6 million) was incurred resulting in a contractual balance of $195.8 million (ZAR2,188.8 million) being owed as at December 13, 2013 between Plateau and RPM.

On December 13, 2013 with the implementation of Phase Two of the Refinancing Plan, the 2009 Senior Debt Facility was converted to the New Senior Facilities Agreement and one of the implementation steps was to make a repayment under the 2009 Senior Debt Facility by drawing down on the New Senior Facilities Agreement, to give effect to the revised terms of the facility. On December 13, 2013, the 2009 Senior Debt Facility ceased to exist. RPM subscribed for additional shares in Bokoni Holdco to the value of $173.5 million (ZAR1,939.4 million). Bokoni Holdco utilized these funds to repay the debt outstanding between Bokoni Holdco and RPM of $173.5 million (ZAR1,939.4 million) on December 13, 2013.

The commencement of re-payments under the 2009 Senior Debt Facility was deferred by one year from January 31, 2013, to January 31, 2014. When the New Senior Facilities Agreement came into effect on December 13, 2013, the 2009 Senior Debt Facility was no longer available to the Company and is described herein for historical purposes only.

4. A.6.3. Vendor Finance Facility

On July 1, 2009, RPM provided a vendor finance facility to Plateau consisting of a cash component, the “A” Preference Share Facility of $107.4 million (ZAR1.2 billion) and a share settled component (the “Share-Settled Financing”) amounting to $98.4 million (ZAR1.1 billion). See ITEM 4. A.5. Refinance Plan (2012-2014) for details of the repayment of these facilities.

4. A.6.3.1. Cash component - “A” Preference Share Facility (applicable for the financial periods 2009 -2012)

As part of the acquisition of the Bokoni Transaction, RPM subscribed for cumulative redeemable preference shares in the capital of Plateau (the “Plateau Preferred “A” Shares”) for an aggregate sum of $107.4 million (ZAR1.2 billion) (the ““A” Preference Share Facility”). These shares were cumulative mandatory redeemable shares which attract a fixed annual cumulative dividend of 12% (fixed quarterly cumulative dividend 11.49%). Atlatsa was obligated to redeem the outstanding amount, including undeclared dividends which should have been declared within six years of issue (July 1, 2015), to the extent that Atlatsa was in the position to redeem such Plateau Preferred “A” Shares. Any Plateau Preferred “A” Shares not redeemed in six years (at July 1, 2015) would automatically roll over and be finally redeemed nine years after issue (at July 1, 2018).

During the three year period prior to the initial maturity date (between July 1, 2012 and July 1, 2015), Plateau was required to undertake a mandatory debt refinancing and use 100% of such external funding raised to settle the following amounts owing by Plateau to RPM at such time, in the following order: (i) any outstanding amounts owing to RPM in respect of the Standby Loan Facility; (ii) any outstanding amounts owing to RPM in respect of the OCSF and (iii) any amount owing to RPM in respect of the “A” Preference Share Facility. The required refinancing took place pursuant to Phase One of the Refinancing Plan (see ITEM 4. A.5. Refinance Plan (2012-2014) ) and the “A” Preference Share Facility was redeemed and repaid in full on September 28, 2012.

The “A” Preference Share Facility is no longer available to the Company and is described herein for historical purposes only.

See ITEM 4. A.5. Refinance Plan (2012-2014) for a discussion of the impact of the Refinancing Plan on this facility.

4. A.6.3.2. Share Settled Financing – The “B” preference shares (applicable for the financial periods 2009 -2014)

On July 1, 2009, RPM provided a vendor finance facility to Plateau consisting of a cash component, and a share settled component (the “Share-Settled Financing”) amounting to $98.4 million (ZAR1.1 billion).

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Pursuant to the Share Settled Financing, Atlatsa Holdings, the majority shareholder of Atlatsa, established a wholly owned subsidiary, Pelawan SPV, and transferred 56,691,303 Common Shares in the Company to the Pelawan SPV. RPM subscribed for convertible preferred shares in the capital of the Pelawan SPV (the “SPV Preferred Shares”) for an aggregate sum of $98.4 million (ZAR1.1 billion). The SPV Preferred Shares were convertible in one or more tranches into ordinary shares in the capital of the Pelawan SPV (“SPV Ordinary Shares”) immediately upon demand by RPM, upon the earlier of (i) the date of receipt by the Pelawan SPV of a conversion notice from RPM and (ii) July 1, 2018. Pelawan SPV received a conversion notice from RPM on January 7, 2014. Atlatsa Holdings encumbered its shareholding in the Pelawan SPV in favor of RPM as security for the obligations of the Pelawan SPV pursuant to the SPV Preferred Shares.

Pelawan SPV then subscribed for two different classes of convertible class B preferred shares (the ““B” Preference Shares”) in Plateau for $98.4 million (ZAR1.1 billion), each such class being convertible into ordinary shares in the capital of Plateau (“Plateau Ordinary Shares”) and entitling the holder of the Plateau Ordinary Shares to a special dividend in cash, which, upon receipt, would immediately be used to subscribe for additional Plateau Ordinary Shares. The “B” Preference Shares were zero coupon shares and carried no rights to preference dividends.

Pursuant to the conversion notice received on January 7, 2014, Pelawan SPV converted the SPV Preferred Shares held by RPM into SPV Ordinary Shares on January 14, 2014 and converted the “B” Preference Shares held by Pelawan SPV in Plateau into Plateau Ordinary Shares. In addition, in accordance with the terms of the Plateau Ordinary Shares, Plateau issued Pelawan SPV a special dividend in cash of $21.6 million (ZAR241.7 million), which Pelawan SPV used to subscribe for additional Plateau Ordinary Shares. (See ITEM 4. A.5. Refinance Plan (2012-2014) )

Pursuant to an agreement between Pelawan SPV and Atlatsa (the “Exchange Agreement”), upon Plateau issuing Plateau Ordinary Shares to Pelawan SPV, Atlatsa would take delivery of all such shares and, in consideration thereof, issue to Pelawan SPV such number of Common Shares that would have a value equal to the value of such Plateau Ordinary Shares. The total number of Common Shares issued on implementation of the Share-Settled Financing arrangement was 227.4 million Common Shares.

Following this issuance, Pelawan SPV immediately bought back all SPV Ordinary Shares held by RPM and settled the buyback consideration by delivering to RPM 115.8 million Common Shares in the Company. On January 29, 2014, RPM sold these 115.8 million Common Shares in the Company to Atlatsa Holdings, held in trust by the Pelawan Trust in exchange for the Atlatsa Holdings Vendor Finance Loan. Atlatsa Holdings increased its shareholding in the Company to 61.85% (based on the Atlatsa Holdings’ shareholding of Common Shares as February 29, 2016). See ITEM 4. A.7. Special Shareholder Arrangements.

On January 29, 2014, Atlatsa Holdings, the Company’s majority shareholder; acquired the 115.8 million Common Shares in the Company from RPM on a vendor financed basis, which resulted in Atlatsa Holdings owing $41.4 million (ZAR463.2 million) to RPM, to be repaid in stages by December 31, 2020 (the “Atlatsa Holdings Vendor Finance Loan”).

Pelawan SPV transferred the remaining 111.6 million Common Shares in the Company issued to Pelawan SPV pursuant to the Exchange Agreement to Atlatsa Holdings in trust for the Pelawan Trust. Such Common Shares are subject to a lock-in that prevents Pelawan SPV and Atlatsa Holdings from disposing of such Common Shares for so long as Atlatsa Holdings is required to maintain a minimum 51% shareholding in Atlatsa. See ITEM 4. A.7. Special Shareholder Arrangements .

Atlatsa Holdings provided security to RPM in relation to the Atlatsa Holdings Vendor Finance Loan 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 under the Atlatsa Holdings Vendor Finance Loan 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 upon between Atlatsa Holdings and Atlatsa for that purpose and receipt of the necessary regulatory and shareholder approvals. See ITEM  4. A.7.1. Ownership of Bokoni Holdco.

The Share Settled Financing is now complete and is described herein for historical purposes only.

4. A.6.4. Standby Loan facility (applicable for the financial periods 2009 -2013)

On July 1, 2009, Anglo Platinum has made available to Plateau the Standby Loan Facility of an amount equal to 29% of Bokoni cash flows, which Plateau may use to fund any cash flow shortfalls that may arise in Plateau funding any repayment obligations it may have under the 2009 Senior Debt Facility during its term. The Standby Loan Facility will bear interest at the prime rate of interest in South Africa (9.25% at December 31, 2015). As at December 13, 2013, with completion of the 2009 Senior Debt facility, the Standby Loan facility also came to a close.

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4. A.6.5.Security (applicable for the financial periods 2009 - current)

The 2009 Senior Debt Facility and now replaced by the New Senior Facilities Agreement is secured through various security instruments, guarantees and undertakings provided by Atlatsa against 51% of the cash flows generated by Bokoni, together with 51% of Bokoni’s asset base.

Atlatsa Holdings will provide security to RPM in relation to the Atlatsa Holdings Vendor Finance Loan 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 under the Atlatsa Holdings Vendor Finance Loan 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 and receipt of the necessary regulatory and shareholder approvals. The Group’s debt is denominated in ZAR.

The following debt facilities were the result of the Refinancing Plan, which was concluded in 2014 (see ITEM 4. A.5. Refinance Plan (2012-2014)):

4. A.6.6.New Senior Facilities Agreement (applicable for the financial periods 2013 - current)

The total amount made available to Plateau on December 13, 2013, under the New Senior Facilities Agreement was $205.8 million (ZAR2,300.0 million). As at December 31, 2013, the balance outstanding between Plateau and RPM, was $198.8 million (ZAR2,225.7 million), including interest at year-end. Subsequently, Atlatsa used the proceeds of $74.8 million (ZAR750.0 million converted at transaction date: January 31, 2014) from RPM’s subscription for 125 million Common Shares in the Company on January 31, 2014, to reduce the amount outstanding between Plateau and RPM under the New Senior Facilities Agreement to $138.7 million (ZAR1,550.0 million); this becoming the amended maximum available under this facility.

In the event Plateau draws down on the facility available under the New Senior Facilities Agreement to fund its 51% contribution to Bokoni Holdco, RPM is obliged to meet its 49% contribution to Bokoni Holdco as a shareholder loan to Bokoni Holdco.

Pursuant to the March 27, 2013 shareholders agreement between Plateau, RPM and Bokoni Holdco (“Bokoni Holdco Shareholders Agreement”), the Board of Bokoni Holdco, which is controlled by Atlatsa, has the right to call for shareholder contributions, either by way of a shareholder loan or equity cash call. See ITEM  4. A.7.3. Funding.

RPM’s 49% contributions to Bokoni Holdco between December 13, 2013 and March 31, 2014 were treated as shareholder loans. The Board of Bokoni Holdco, as per the Bokoni Holdco Shareholders Agreement, treated these loans as shareholder’s loans. On March 31, 2014, the total of the shareholder loans was capitalized in exchange for additional ordinary shares in Bokoni Holdco. A decision was taken in Q2 2014, to also capitalize Bokoni Holdco’s loan of to Boikgantsho.

Capitalization of shareholders loans:

There are no shareholders loans as of December 31, 2015.

On December 9, 2015, the New Senior Facilities Agreement was amended and restated to increase the availability under the facility by $6.4 million (ZAR71.4 million) to make available funds to Plateau to repay its 51% pro-rata share of the $12.5 million (ZAR140.0 million) backlog of trade and other payables. As at the date of the issue of the Consolidated Financial

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Statements a condition precedent remains outstanding and it is anticipated will be met by Quarter 2 of 2016. On mutual agreement with RPM the repayment would take place once the condition precedent has been met.

Although the facility limit of the New Senior Facilities Agreement was fully drawn in Q1 2014, Anglo Platinum’s Board of Directors agreed to allow $14.3 million (ZAR160.0 million) in ‘to be accrued’ interest above the facility limit of $138.7 million (ZAR1,550 million) and the amendment increase of $6.4 million (ZAR71.4 million) (the Company’s pro-rata share as discussed above). This brings the total available facility to $159.4 million (ZAR1,781.4 million) . The total amount outstanding under the New Senior Facilities Agreement as of the date hereof was $159.0 million (ZAR1,658.0 million), inclusive of accrued interest.

The repayment terms of the New Senior Facilities Agreement include quarterly cash sweeps, when cash is available. Atlatsa is required to reduce the outstanding balance (including capitalized interest) under the New Senior Facilities Agreement to $89.5 million (ZAR1.0 billion) by December 31, 2018, $44.7 million (ZAR500.0 million) by December 31, 2019, and zero by December 31, 2020.

4. A.6.7. Working Capital Facility (applicable for the financial periods 2013 - current)

Prior to implementation of Phase Two of the Refinancing Plan and as an interim measure prior to the closing of the Refinancing Plan, RPM and Plateau agreed to a transaction cost loan agreement, as signed and implemented on May 28, 2013 (the “Transaction Cost Loan Agreement”), to make a $2.0 million (ZAR22.5 million) facility available to Plateau. The Transaction Cost Loan Agreement carried interest at the South African Prime Rate plus 5%. This facility was included in the increase cash of $21.6 million (ZAR215.7 million) pursuant to the Amending Agreement; which formed part of the 2009 Senior Debt Facility. See ITEM  4. A.6.6.New Senior Facilities Agreement .

On December 13, 2013, Plateau and RPM entered into a working capital facility whereby RPM agreed to provide a maximum of $2.7 million (ZAR30.0 million) to Plateau each year from 2013 to 2015, inclusive, up to an aggregate amount of $8.1 million (ZAR90.0 million), including capitalized interest, to fund Plateau’s corporate and administrative expenses through to 2015 (the “Working Capital Facility”).

On December 13, 2013, Plateau drew down on the Working Capital Facility and repaid the amount outstanding under the Transaction Cost Loan Agreement of $0.6 million (ZAR7.2 million) including interest. The Transaction Cost Loan Agreement is no longer in effect and is described herein for historical purposes only.

Pursuant to the terms of the Working Capital Facility, interest will be charged on the outstanding amounts of the Working Capital Facility at a rate of three-month JIBAR plus 4% per annum. The balance of the Working Capital Facility cannot exceed $8.1 million (ZAR90.0 million) at any time, including capitalized interest. Atlatsa is prohibited from paying any dividends until the Working Capital Facility is fully repaid. The Working Capital Facility is repayable in full by December 31, 2018.

Pursuant to amendments made to the Working Capital Facility (the “amended Working Capital Facility”) all conditions precedent were met on May 21, 2015 and an additional $2.6 million (ZAR29.0 million) became available in addition to the original $9.0 million (ZAR90.0 million).

During Q2 2015, $2.8 million (ZAR29.0 million) was advanced under the amended Working Capital Facility. RPM’s 49% contributions to Bokoni Holdco in June 2015 were treated as shareholder loans. On August 21, 2015, this shareholder loan of $2.8 million was capitalized. Refer to note 20 in the audited Consolidated Financial Statements for the fiscal year ended December 31, 2015, bringing the outstanding contractual balance to $9.1 million (ZAR101.6 million) as of the date hereof, inclusive of cumulative capitalized interest. Any shareholder loans bear no interest and have no repayment terms; however, at the end of December 31, 2015, there were no shareholders loans.

As discussed above under the New Senior Facilities Agreement, Plateau used the above drawdown on the amended Working Capital Facility, to fund its 51% contribution to Bokoni Holdco. RPM was obliged to meet its 49% contribution to Bokoni Holdco as a shareholder loan to Bokoni Holdco.

4. A.6.8. Purchase of Concentrate Advance (applicable for the financial periods 2013 - current)

In addition to the other facilities provided, RPM agreed to fund the Bokoni Mine, pursuant to the Advance on Concentrate Revenue Agreement (the “Advance”), with an advance on the sale of concentrate revenue made to RPM pursuant to the Concentrate Agreement, at an interest rate of three-month JIBAR plus 1.41% per annum, from November 1, 2013 to November 30, 2014.

The Advance provided that RPM may advance funds to Bokoni up to an amount equal to the lower of 90% of an advance on revenue for the preceding two months and $36.2 million (ZAR360.0 million), provided that the amount advanced does not exceed the actual cash requirements for that month. The terms of the Advance were re-negotiated in March 2014 to permit RPM to advance funds to Bokoni up to an amount equal to the lower of 95% of an advance on revenue for the preceding two months and $47.7 million (ZAR475.0 million), provided that the amount advanced does not exceed the actual cash requirements of

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Bokoni Mine for that month, and to extend the term of the Advance to March 31, 2015. In July 2014, the Advance was amended to extend the term of the agreement to December 31, 2015.

Drawdowns pursuant to the Advance of $74.5 million (ZAR832.2 million) were made against the concentrate revenue in Q4 2015, of which $48.6 million (ZAR542.8 million) was already recovered and $1.7 million (ZAR17.4 million) will be recovered as part of revenue received from RPM after the date hereof. RPM advanced additional funds (not supported by physical metal deliveries) on the purchase of concentrate agreement of $35.9 million (ZAR401.9 million) to secure short term funding until all conditions precedent on the Term Loan Facility provided by RPM, as discussed below (see ITEM 4. A.6.9. Term Loan Facility ). had been met and this facility could be utilized to fund the Bokoni operations.

4. A.6.9. Term Loan Facility (applicable for the financial period 2015 onwards)

On December 9, 2015, Plateau entered into a Term Loan Facility Agreement (the “Term Loan Facility”) with RPM, providing a $29.9 million (ZAR334.0 million) facility to enable Plateau to advance its 51% pro-rate share of the shareholder loans to Bokoni Holdco for the sole purpose of enabling Bokoni to fund operating expenses, working capital expenditure and capital expenditure costs in the event that these costs cannot be funded from Bokoni Mine cash flows. RPM will fund its 49% pro-rata share of cash calls made by Bokoni in accordance with the joint venture shareholders’ agreement between the parties.

The Term Loan Facility bears no interest and replaces the letter of support of November 10, 2014 received from RPM (see “Going Concern” in note 2 of the audited Consolidated Financial Statements for Fiscal 2015.) If however, any amount which is due and payable in accordance with the Term Loan Facility is unpaid, the unpaid amount shall accrue interest at the prime rate plus 2%. The Term Loan Facility is repayable at the earlier of an event of default and December 31, 2018. There will be a mandatory repayment upon the occurrence of a change of control or a sale of all or substantially all the assets of Bokoni whether in a single transaction or a series of related transactions.

On March 8, 2016, the conditions precedent to utilization of the Facility were met, allowing for drawdowns to finance operational cash short falls and the repayment of the purchase of concentrate funding as previously discussed. For more detail on the Term Loan Facility, see “Going Concern” in note 2 of the audited Consolidated Financial Statements for Fiscal 2015.

4. A.7. Special Shareholder Arrangements

The Holdco Shareholders Agreement, dated March 27, 2013, between Plateau and RPM governs the relationship between Plateau and RPM, as shareholders of Bokoni Holdco, and with respect to management of Bokoni Holdco and its subsidiaries, including Bokoni.

Pursuant to the terms of shared services agreements, Anglo Platinum provides certain services to the Bokoni Mine at a cost that is no greater than the costs charged to any other Anglo American plc group company for the same or similar services. The Company, through Plateau, provides certain management services to the Bokoni Mine pursuant to service agreements entered into with effect from July 1, 2009.

4. A.7.1. Ownership of Bokoni Holdco

Atlatsa has given certain undertakings to Anglo Platinum in relation to the maintenance of its status as an HDP controlled company pursuant to the Holdco Shareholders Agreement. During the Initial Period, Plateau is required to ensure that, among other things: (i) HDPs effectively own, through Plateau, its subsidiaries and its controlling shareholders (i.e. the Atlatsa Control Structure), at least 26% of the beneficial business ownership of Bokoni Holdco shall be HDPs, measured on a see-through basis; (ii) a majority of the directors of Bokoni Holdco are HDPs; and (iii) a majority of the directors of Atlatsa Holdings Investments Pty Limited (“Atlatsa Holdings”) are HDPs.

At any time during the term of the Holdco Shareholders Agreement, if a change in control of Bokoni Holdco occurs, Plateau is required to “remedy” the change by either restoring the status quo or procuring that the change is superseded by a further transaction that results in the acquisition of control of Atlatsa Holdings by HDPs who were beneficial owners of Atlatsa Holdings as at the date of signature of the Holdco Shareholders Agreement, or involves such shareholders expropriating the defaulting shareholder’s interest (with no attendant change in control). If Plateau fails to do so within the period specified in the Holdco Shareholders Agreement, RPM will be entitled to compel the purchase by Plateau of RPM’s interests in Bokoni Holdco for fair market value.

Through the Pelawan Trust shareholding combined as Atlatsa Holdings (see ITEM  4. A.6.3.2. Share Settled Financing – The “B” preference shares), Atlatsa currently has a BEE shareholding of 61.85% (based on the Atlatsa Holdings’ shareholding of Common Shares as February 29, 2016) and, pursuant to the Atlatsa Shareholders Agreement, the shareholding of the Pelawan Trust (or any other HDP, as defined in the Pelawan Agreements, participating in the trust) in Atlatsa cannot be diluted to below the shareholding threshold of 51% required under South African law.

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4. A.7.2. Bokoni Holdco Board of Directors

Plateau is entitled to nominate the majority of the directors of Bokoni Holdco and Bokoni, and has undertaken that the majority of such nominees will be HDPs. Atlatsa has given certain undertakings to Anglo Platinum in relation to the maintenance of its status as an HDP controlled group, pursuant to the Holdco Shareholders Agreement.

4. A.7.3. Funding

Pursuant to the Holdco Shareholders Agreement, the board of directors of Bokoni Holdco, which is controlled by Atlatsa, has the right to call for shareholder contributions, either by way of a shareholder loan or equity. Should a shareholder default on an equity cash call, the other shareholder may increase its equity interest in Bokoni Holdco by funding the entire cash call, provided that, until the expiry of a period from the closing date of the Bokoni Transaction until the earlier of (i) the date on which the BEE credits attributable to the Anglo Platinum group and/or arising as a result of the Bokoni Transaction become legally secure, and (ii) the date on which Plateau has repaid its Debt to RPM pursuant to the New Senior Debt Facility in full (the “Initial Period”), Plateau’s shareholding in Bokoni Holdco cannot be diluted for default in respect of equity contributions.

4. A.7.4. Sale of concentrate

Atlatsa is pursuing its mine-to-market strategy through a sale of concentrate agreement entered into between Bokoni Mine and RPM on June 26, 2009 (the “Concentrate Agreement”), amended on March 27, 2013, in respect of concentrate produced at Bokoni Mine. The Concentrate Agreement has an extended term until July 1, 2020. The Holdco Shareholders Agreement also governs the initial sale of concentrate from the Ga-Phasha Project upon commencement of production.

This metal-in-concentrate contains various payable metals, the most material of which are precious metals, being platinum, palladium, rhodium and gold, as well as base metals, containing copper and nickel. On delivery of the Bokoni Mine metal-in-concentrate to Anglo Platinum, metal assays are performed in order to assess metal content and Anglo Platinum then pays Atlatsa for such metal-in-concentrate based on a formula relating to spot metal pricing, less smelting and refining charges, as well as penalties (if applicable).

Revenue from the sale of concentrate, for Fiscal 2015 was $205.7 million (ZAR2,046.7 million) compared to Fiscal 2014 of $237.4 million (ZAR2,329.6 million). The sale of concentrate was Atlatsa’s sole revenue stream in Fiscal 2015 and Fiscal 2014.

In addition, Atlatsa, through Ga-Phasha, entered into a limited off-take agreement with Anglo Platinum in respect of concentrate produced from the Ga-Phasha Project. This off-take agreement has an initial term of ten years and is renewable, at Atlatsa’s election, for a further period of ten years. Pursuant to the Ga-Phasha Project off-take provisions in the Holdco Shareholders Agreement (the “Ga-Phasha off-take agreement”), should Atlatsa elect to extend the Ga-Phasha off-take agreement with Anglo Platinum beyond the initial term, then Atlatsa may exercise options to acquire an ownership interest in Anglo Platinum’s Polokwane smelter complex (the “smelter options”). The first smelter option entitles Atlatsa to acquire an ownership interest in the Polokwane smelter complex equal to the percentage ratio that the concentrate feed from the Ga-Phasha properties bears to the design capacity of the Polokwane smelter complex, for a purchase consideration of ZAR1.00, plus any restructuring costs that may be required to facilitate this acquisition. The option is exercisable within 30 days after the commencement of the second ten year period of the Ga-Phasha off-take agreement. The second smelter option entitles Atlatsa to acquire an additional ownership interest in the Polokwane smelter equal to the percentage ratio that the attributable concentrate feed produced by the whole of the Atlatsa group, other than from the Ga-Phasha properties, bears to the design capacity of the Polokwane smelter, for a purchase consideration equal to the equivalent percentage of the replacement cost of the smelter, less pro-rated wear and tear. This option is exercisable within the first five years of the second ten year period of the Ga-Phasha off-take agreement. Polokwane smelter design capacity is to treat approximately 1.6 million platinum ounces per year.

4. A.7.5. Environmental Rehabilitation Trust

The rehabilitation trust provision in respect of the Bokoni Mine was transferred from the Anglo Platinum fund to the Bokoni Environmental Rehabilitation Trust. Anglo Platinum provided the trust guarantees in respect of the above mentioned trust until July 1, 2010. Subsequent to this, management considered alternative insurance products. Anglo Platinum offered to continue the guarantee at favourable terms and management accepted their proposal. The current guarantee is still in place and logged with the DMR. In connection with the Bokoni Transaction, the Company also entered into the Bokoni Platinum Mine ESOP Trust and the Atlatsa Community Participation Trust (see ITEM  4. A.7.5. Share Ownership Trusts for further information regarding the Bokoni Platinum Mine ESOP Trust and the Atlatsa Community Participation Trust).

4. A.7.5. Share Ownership Trusts

The purpose of the Bokoni Platinum Mine ESOP Trust and the Atlatsa Community Participation Trust (the “Share Ownership Trusts”) is to provide the employees of Bokoni Mine and the members of the communities affected by Atlatsa’s operations, respectively, with the opportunity to participate in, and benefit from, Atlatsa’s success.

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On July 1, 2009, Anglo Platinum donated $9.3 million (ZAR103.8 million) to the Atlatsa Community Participation Trust, of which $6.6 million (ZAR73.6 million) was used to subscribe for 9,799,505 common shares of Atlatsa. The balance of Anglo Platinum’s contribution will be used to assist the communities impacted by Bokoni Mine over the forthcoming periods. We have considered the purpose and objective of the trust, and it is the Group’s view that the control, decision making power and majority of the risks and benefits does not reside with Atlatsa nor does it constitute joint control and as such the Company does not consolidate the trust.

Anglo Platinum contributed an amount of $4.1 million (ZAR45.6 million) to the Bokoni Platinum Mine ESOP Trust (“ESOP Trust”) to facilitate its establishment, and approximately $3.0 million (ZAR33.8 million) of this amount was utilized by the ESOP Trust to subscribe for 4,497,062 common shares of Atlatsa. The ESOP Trust is consolidated by Atlatsa.

The Share Ownership Trusts subscribed for the common shares at a subscription price equal to $1.11, being the closing price of the common shares on the TSX-V on June 12, 2009, the day prior to the announcement of the revised Bokoni Transaction terms. As a result of the subscription by the Share Ownership Trusts, Atlatsa received proceeds of approximately $9.7 million (ZAR108 million). The Share Ownership Trusts hold the common shares along with other investments for the purpose of making distributions to their beneficiaries in accordance with their governing trust deeds.

4. B. Business Overview

4. B. 1. Atlatsa’s Principal Activities

Atlatsa is engaged in mining, exploration and development of mineral deposits located in the BIC, South Africa. South Africa has more than 80% of the world’s platinum reserves, and is the world’s largest producer of PGM. These vast resources occur together with the world’s largest reserves of chromium and vanadium ore in the unique BIC geological formation. South Africa’s PGM output is derived almost exclusively from the BIC, with only about 0.1% coming from the gold deposits of the Witwatersrand and Free State, and the Phalaborwa copper deposit.

The major market for PGMs remains the automotive sector where varied combinations of platinum, palladium and rhodium are used in autocatalytic converters which reduce the effects of harmful emissions generated by automobiles.

Despite certain signs of economic recovery in European economies, platinum demand for autocatalytic converter usage in this key diesel engine dominated sector remains weak, when compared to peak demand levels in 2007. The subdued nature of European car sales during 2015 dims the outlook even further in the short term. The current economic turmoil in Europe is having a negative impact on the outlook for platinum prices. The introduction of Euro VI emission control standards in European economies is expected to increase the demand in this sector in the medium term.

There continues to be some encouraging signs for improved palladium demand growth as manufacturing recoveries in the gasoline dominated United States and Chinese economies’ automobile sectors continue to show strong performance, with recent research estimates from IHS Automotive predicting an increase in global vehicle production from 85 million to 106 million units by 2021, with China accounting for 50% of such growth. Recent policy and legislative initiatives in China, aimed at improving air quality and the introduction of hydrogen fuel cell powered motor vehicles by major motor manufacturers, are anticipated to increase demand in the PGM sector in the medium term. Atlatsa derives its revenues from PGM production through the sale of metal-in-concentrate produced at the Bokoni Mine to RPM in terms of a dedicated concentrate sale agreement (see ITEM  4. A.7.4. Sale of concentrate ). The Bokoni Mine produces a metal-in-concentrate, all of which is sold to RPM pursuant to the Concentrate Agreement. Underground mining operations in South Africa are labour intensive with 60% of cash operational expenditure at the Bokoni Mine applied to labour. The Bokoni Mine has approximately 3,500 employees and approximately 2,100 contractors. The mine employees are represented by three labour unions and wage negotiations are normally held every two years with a one to two year wage accord being agreed subsequent to such negotiations. A two year wage accord was signed on August 13, 2014, with the recognized labour unions at Bokoni that will be reviewed in 2016.

The Company believes that its relative competitiveness within the PGM sector remains poised to improve. The Company holds a relative advantage at its operations as its average reserve grade of 4.95 grams per tonne (“g/t”) (PGM) is greater than the South African PGM grade average of 3.5 g/t. It also holds an advantage in respect of mining depth, as the Company mines at an average mining depth of approximately 300 metres below surface, while many other operations in South Africa are operating at 1,000 metres below depth.

Information on mineral rights and prospecting and mining permits is provided in ITEM 4. D. Property, Plant and Equipment.

4. B.1.1. Mining and Exploration in South Africa

The South African mining sector has undergone a series of significant legislative changes in the past decade.

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Atlatsa has been advised by the DMR that the Bokoni Group has received conversion of all of its mining rights, as well as its prospecting rights into new order rights. A “new order” mining right is a limited real right that may be enforced against third parties and once granted the South African government has a limited power to interfere in the right. Failure to respect to such a right could give rise to criminal liability, a civil claim for damages or an administrative justice action.

4. B.2. Atlatsa’s Business Strategy

The Company’s business strategy going forward is to optimize its business plan for the development of the Bokoni Mine on a cost effective basis. There can be no assurance that the Company will successfully execute its business strategy.

4. B.2.1. Operating Plan

Due to the announcement of the Restructure Plan at Bokoni Mine, the operating plan has been amended accordingly. See ITEM 4. A.4. Bokoni Restructure Plan .

See ITEM 4. D.10. Bokoni Mine Operations , for the history of Bokoni Mine.

4. B.3. Service agreements

The Company concluded a number of agreements with respect to services at the Bokoni Mine with RPM, on March 27, 2008. These agreements were amended on May 13, 2009 and included a limited off-take agreement whereby the Bokoni Mine sells the concentrate produced at the mine to RPM at market related prices.

Pursuant to the terms of various shared services agreements, the Anglo American plc group of companies provides certain operational services to Bokoni at a cost that is no greater than the costs charged to any other Anglo American plc group for the same or similar services. Information on mineral rights and prospecting and mining permits is provided in ITEM 4. D. Property, Plant and Equipment .

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4.C Organizational Structure

Below is a list of the Company’s subsidiaries.

The Company adopted IFRS 11, in prior periods. The adoption had no impact on the Consolidated Financial Statements.

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4. D. Property, Plant and Equipment

Atlatsa holds interests in properties located in the Republic of South Africa in a geological province known as the Bushveld Complex, as shown in Figure 1.

Figure 1. Location of the Bokoni Mine and Kwanda Properties

4. D. 1. Regional Geology

The Bushveld Complex was formed when a large igneous body was emplaced in the earth’s crust. As the magma slowly cooled, silicate, sulphide, oxide and other minerals crystallized, forming texturally and mineralogically distinctive layers. During this process PGM, nickel and copper (usually occurring with, or as, sulphide minerals) became sufficiently enriched to form mineralized horizons. As a result, the BIC plays host to layered PGM deposits, usually with significant nickel and copper contents.

The BIC is situated in the northern half of South Africa and exists as an ellipse-shaped body consisting of five lobes. The BIC is the world’s largest known ultramafic igneous intrusion that extends approximately 450 km east to west and approximately 250 km north to south and forms parts of Limpopo, North-West Province, Gauteng Province and the Mpumalanga Province. It is estimated to have been formed approximately 2,000 million years ago (Ma). The BIC is host to PGM mineralisation in addition to chrome, vanadium, nickel and copper.

The five lobes are referred to as the Western, Eastern, Northern (includes both the Potgietersrus and Villa Nora compartments), South-Eastern, and Far-Western areas. The latter occurs as a limb-like extension to the west of the BIC and mainly comprises rocks of the Marginal and Lower zones, with some Critical and Main zone development. The South-Eastern BIC is completely covered by sedimentary successions of the Karoo Supergroup, while the remaining four lobes are variably exposed with some areas under extensive soil cover.

Many of the layers within the Complex, including the economically important horizons, are continuous over tens of kilometres. However, the uniformity of the Merensky and UG2 horizons is disrupted in places by small circular depressions known as potholes.

In the Western and Eastern Bushveld Complex, PGM mineralization is currently extracted from two main horizons within the layered sequence of intrusive rocks: the Merensky Reef and the UG2 chromitite (a layer consisting largely of the mineral chromite). The UG2 layer lies below and essentially sub-parallel to the Merensky Reef but the two units are separated by 15 to 400 m of intervening layered intrusive rocks. The Merensky Reef is platinum rich relative to the UG2, where platinum and

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palladium occur in more or less equal proportions. The UG2 typically contains significantly more rhodium than the Merensky Reef (i.e. 10% or more of total PGM in places). The Platreef occurs on the Northern Limb of the Complex. It is 100 to 250 m thick. The Platreef is mineralogically similar to the Merensky Reef but its platinum palladium ratios, at ~1:1, are more like those in the UG2 horizon.

The Merensky and UG2 are products of primary magmatic mineralization within the BIC.

Figure 2. Regional geological setting – Bushveld Igneous Complex

4. D. 2. Local Geology

The Bokoni Mine is located in the Sekhukhuneland District of the Limpopo Province of South Africa, approximately 80 km southeast of Polokwane, the provincial capital city, and approximately 330 km northeast of the city of Johannesburg. The area is serviced by a tarred road between Polokwane and Burgersfort. There is direct access along a service road from the Bokoni Mine to the main tarred road.

The Bokoni Mine is an operating mine located on the North-Eastern Limb of the BIC. The platiniferous horizons of economic significance occur within the Merensky and the UG2 horizons. PGM mineralization is specifically located within the Merensky horizon and the UG2 horizon, which forms part of the Upper Critical zone of the Rustenburg Layered Suite. The mining operations consists of a vertical shaft and three decline shaft systems to access underground mine development on the Merensky and UG2 Reef horizons as well as an opencast operation on the Merensky Reef.

The mining area is located within the farms, Zeekoegat, Middelpunt, Umkoanestad, Brakfontein and Klipfontein. The north-eastern portion of the mining area is located below a range of pyroxenite hills and the south-western portion is below the valley floor and is overlain by black turf.

Both horizons sub crop and in some instances outcrop in the project area along a 16.5 km strike length. The BIC layering dips from northeast to southwest at approximately 25º in the north-western areas (Zeekoegat), and gradually decreases to approximately 18º in the south-eastern area (Brakfontein). The general structural geology is characterized by northeast and east trending dykes and faults with associated conjugated joint sets.

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The Merensky is a feldspathic pyroxenite reef horizon and is stratigraphically situated 350 m above the UG2 and is near the top of the Upper Critical Zone. The Merensky is located below the three to six meter thick Merensky Pyroxenite layer and above the Merensky Norite layers. Two thin chromite stringers are discontinuously developed with the upper stringer positioned 20 cm to 25 cm from the Merensky Pyroxenite hanging-wall contact, and the lower stringer located on or just above the Merensky Pyroxenite’s basal contact. In the absence of a consistently developed chromite stringer, the upper contact of the Merensky Pyroxenite layer assists to define the top position of the Merensky horizon and is a guide for sampling purposes and on-reef mining. The Merensky hanging wall stratigraphic sequence is typified by medium to coarse grained feldspathic lithologies, ranging in composition from mela-norites to anorthosites. The Merensky footwall stratigraphic sequence has a sharp footwall contact, usually marked by the lower chromite stringer. While the top contact tends to be planar, the basal contact is undulating as a result of thermo-chemical erosion of the more mafic Merensky lithologies with their underlying felsic lithologies. This contact is often associated with a thin anorthosite layer (approximately 3 cm thick) that probably formed as a secondary reaction product of thermal erosion.

The UG2 is stratigraphically situated approximately 350 m below the Merensky and is separated by a series of well layered sequences. The UG2 is comprised mainly of this well-defined chromitite layer together with minor hanging wall and or footwall constituents. The average width of the UG2 is 70 cm. It is overlain by a medium-grained poikilitic feldspathic pyroxenite that averages 9.85 m in width, and hosts a variable number (generally up to four) of very thin chromitite layers. The position of these stringers is important to the mining of the UG2. The UG2 is underlain by a pegmatoidal feldspathic pyroxenite layer of approximately 0.75 m in width which is commonly host to disseminated chromite and some base metal sulphide occurrence within close proximity to the UG2. The UG2 elevation isopachs indicate a relatively undisturbed tabular and gently dipping layer. UG2 widths generally increase to the west from an average of 67 cm on Umkoanestad to 74 cm on Zeekoegat. There is no evidence of severe undulations to this layer that would adversely affect the planned mining method. Severe undulations of the UG2 are known to hamper mining by increasing dilution and off-reef mining.

Potholes are magmatic disturbances of the reef plane that are generally deep eroded depressions that have serious structural implications in respect of reef continuity. Merensky potholes, including those at the Bokoni Mine, have been well documented. Current indications are that potholes account for approximately 16% of the estimated total geological loss of 20%.

As with the Merensky, the UG2 is known to be affected by potholes. UG2 potholes typically have a “soup-bowl” profile. The characteristics of normal UG2 are not preserved in the Bokoni Mine potholes and the succession often occurs as a variably thickened feldspathic pyroxenite package, containing disrupted and discontinuous chromitite layers. As a result, grades within potholes are highly erratic and, invariably, sub-economic. UG2 potholes at the Bokoni Mine are commonly destructive and are not economically mineable. Geological pothole losses for the UG2 are estimated at 9% of the estimated total geological loss of 15% for the Bokoni Mine UG2.

The weathered overburden (soil and calcrete) depth across the Bokoni Mine is highly variable ranging from no overburden in the rocky outcrops and hill areas, to in excess of 50 m in the valley areas. The average overburden depths below surface are Zeekoegat 10 m, Middelpunt 22 m, Umkoanestad (valley) 30 m, Umkoanestad (mountain) 2 m and Brakfontein 40 m. The depth of oxidation may be reasonably estimated by adding 25 m to the overburden depth. A mineralogical study by Paetz & Reinecke (Dec 2002) has confirmed that the depth of oxidation in the vicinity of the Vertical Shaft is approximately 40 m.

The geological structure at the Bokoni Mine is not complicated with faulting. According to existing workings, minor faulting is expected to occur, and would consist of dextral and sinistral strike-slip faults, normal and reverse dip-slip faults and faults with more complex combinations of these components. Displacements are expected to be small, at generally £ 1 m. Major conjugate joint set orientations were measured from strong macro-lineament features evident from an aeromagnetic survey image and land satellite imagery which provided orientations in the order of 99° and 159°. Joint sets may result in poor ground conditions for mining but are not considered a geological loss.

An airborne aeromagnetic survey has successfully identified three to four swarms of northeast striking dolerite dykes. Post-mineralization dyke occurrences are noted on the Zeekoegat, Middelpunt and Umkoanestad farms. Current underground workings at Umkoanestad have intersected dykes up to 10 m wide. No serious problems were encountered during mining through these features, and no significant displacements were noted to be associated with them. The estimated geological loss associated with dykes across the property is 4%. The aeromagnetic response to these features exaggerates the actual width dimension. Not all dykes have magnetic responses and a few (very minor proportion) east-west orientated dykes are known to have no magnetic response.

The BIC stratigraphy is sometimes affected by randomly occurring, late-stage replacement pegmatite bodies. These pegmatite bodies have a range of compositions from highly ultramafic to felsic. The Bokoni Mine is no exception to the occurrence of these geological features, but is noted to have minimal evidence for the more mafic replacement pegmatites. Geological losses are estimated at less than 3% for replacement pegmatites.

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4. D.3. Access, Climate and Topography

The Bokoni Mine is located on an undulating plain between a range of hills in the north and a range of low mountains in the south. The plain is bisected by the Rapholo River, a major river in the area, which joins the Olifants River further downstream.

The average altitude of the plain is 800 meters above mean sea-level (“mamsl”) and the average altitude of the adjacent mountains is 1,600 mamsl. The plain, hills and mountains are sparsely vegetated with grasses, shrubs and occasional small trees with stunted growth. The vegetation is a result of both the arid climate and over-grazing by cattle and sheep.

There is some subsistence agriculture in the adjacent areas which is limited to small family farmed maize fields. There are notable expanses of bare soil on the surrounding properties and erosion is evident along water-courses in the area.

The Bokoni Mine is accessed from the R35 provincial all-weather road between Polokwane, the capital of Limpopo Province and Burgersfort, a town to the south-east in the neighboring province of Mpumalanga. The nearest railway stations are at Polokwane and Steelpoort 80 km and 100 km away, respectively. However, rail is not the preferred means of transport and all stores and equipment are delivered by road-truck to the Bokoni Mine.

The nearest commercial (domestic) airport is at Polokwane but the Bokoni Mine has a private heliport which is available for emergency evacuation if required.

The nearest large town is Polokwane, which is a modern and developing town providing housing, schooling, health care, shopping, commercial and government administrative facilities.

Many of the Bokoni Mine employees reside in Polokwane in company-owned or privately-owned suburban housing and commute to the Bokoni Mine by company bus or by private vehicle. The remaining employees are housed in a mine residential ‘village’ at the Bokoni Mine, while some staff reside in local private dwellings in the surrounding rural area.

The Sekhukhuneland District of the Limpopo Province has a typical arid, temperate Southern African climate. In the summer (September/October to March/April) day-time temperatures can reach the mid to high 30°C cooling to just below 20°C overnight. Rainfall occurs between November and March and annually can be between 300 millimeters (“mm”) and 500 mm.

Winter temperatures can be below 10°C overnight but warming to the mid-20s in the daytime. Winter is characterized by clear skies and summer by clear skies with isolated clouds. In both cases the vast majority (70% or greater) of days can be classified as ‘sunny’. Extreme weather conditions occur only a few times a year and can include mist, high wind with dust, thunderstorms and occasional hail. The mine operates twelve months per year and is not affected by climate and weather.

4. D. 4. Exploration

The geological exploration and evaluation process involves reconnaissance, planning, diamond drilling, core logging and sampling, trenching and sampling, soil sampling, aeromagnetics, ground magnetics, mapping, processing, interpreting and modelling.

The Bokoni Mine has been the focus of various exploration activities since 1964, with six phases of exploration having been carried out, all involving diamond drilling. Activities have centered on the Merensky, and only since 1999 has considerable focus been directed at the UG2.

The UG2 has limited exposure along the hills located along the northern boundary of the Bokoni Mine. Where the outcrop exists on the Umkoanestad and Wintersveld farms, it has been mapped. A number of dolerite dykes outcrop in these hills and have also been mapped. During 2002, a trenching program was conducted along the western UG2 outcrop areas on the Zeekoegat farm. Twenty-six trenches were excavated across this property, resulting in an accurately mapped UG2 sub crop position.

Routine underground exploration is conducted by means of mapping and diamond drilling. This serves to enhance the detail of geological information as the mine is developed.

Limited surface exploration was performed during 2012 in order to investigate opencast potential on the Klipfontein and Zeegoegat mineral properties. The explorations consisted of limited surface diamond core drilling and trench sampling.

No significant exploration activity occurred at Bokoni Mine in 2015.

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4. D. 5. Mineralization

4. D. 5.1. Merensky mineralization

At the Bokoni Mine the mineralisation within the Merensky occurs at both the upper and lower chromitite stringers. Most of the PGMs are associated with the upper chromite stringer and often extend over wider intervals to below the chromite stringer. Mineralisation associated with the lower chromite stringer at the base of the Merensky is generally over a very narrow interval and is sometimes absent. High PGM grades are often associated with the lower chromite stringer, but due to its greater separation from the upper stringer, it was not included in the Mineral Resource estimates. The Merensky has visible base metal sulphides (commonly pyrite and pyrrhotite) and, as a result, may have viable concentrations of copper and nickel.

PGMs are commonly associated with base metal sulphides and are associated with the silicate and chromite minerals. The relative proportions of PGM content for the Merensky are colloquially known as the ‘prill split’. Prill splits are determined as part of the Mineral Resource estimation process. At the Bokoni Mine, the Merensky PGM prill split is Pt 61%, Pd 29%, Rh 4% and Au 6%.

4. D. 5.2. UG2 mineralization

The UG2 mineralisation is comprised mainly of PGM accumulations that are hosted within the chromitite layers and have variable occurrences in the immediate footwall rocks, but very little in the hanging wall rocks. A 95 cm resource cut in most instances allows for the complete extraction of the mineral content. In the case of the presence of internal lenses (bifurcation) of pyroxenite, anorthosite or norite, the resource cut width may have to be increased to ensure that the UG2 is completely extracted.

The PGM mineralization occurs in solid solution with sulphides, sulpharsenides, arsenides, bismuthides, tellurides, bismuthotellurides and alloys. PGM-sulphides, tellurides, and alloys are the main constituents of mineralization in the UG2. The PGM prill split for the UG2 is broadly Pt 42%, Pd 46%, Rh 9%, and Au 2%.

4. D. 6. Drilling

At the Bokoni Mine, after reconnaissance and planning, borehole drilling sites are identified using GPS technology and then drilled by a reputable South African contract drilling company. All diamond drilling of recent years has ensured intersections for both the Merensky and UG2 are drilled. The Merensky and UG2 are separated by some 350m of intermediate stratigraphy.

Surface drill holes are distributed across the Bokoni Mine mining license area, with a closer drill grid spacing across the Brakfontein property. This is due to the targeting of the Brakfontein Merensky project and its associated study level requirements for obtaining higher confidence levels. The deeper areas have appropriately increased the drill grid spacing and are confirming the presence of the Merensky horizon.

Underground drilling is conducted ahead of the mining face to determine continuity of the reef, intersect gasses and water ahead of the mining face and to identify geological structures that may impact on mining.

4. D. 7. Sampling and Analysis

4. D. 7.1. Core logging and sampling

Core logging is undertaken by qualified geologists where all boreholes and their deflections are accurately logged in terms of lithology, mineralisation, alteration and structure. Logging details are entered directly into a database, making use of the Sable software package designed for this purpose. Geotechnical and structural logging is also carried out by geotechnical staff and structural geologists.

During the logging process, the sampling interval through the mineralized succession is determined and individual samples measured, marked-off and numbered according to standards. Sampling is done continuously throughout the sample section. Measurements and marking of sample lengths/widths are carried out according to the Bokoni Mine standards.

Once the sampling and logging of the boreholes is completed, the remaining core is stored on core racks. The sample intervals and numbers are replicated onto the remaining core surface for reference, and future re-sampling if necessary. The sampling data is fully documented and recorded on site, with records of all sampling maintained.

The sampled borehole core (intersections of Merensky and UG2) is then assayed for individual PGM content, as well as density and Cu and Ni contents.

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4. D. 7.2. Underground sampling

All on-reef development is sampled. The interval between sections is a minimum of 10 m and a maximum of 20 m. Advanced strike gully (“ASG”) sampling is done at 20 m intervals. ASG samples are approximately 30 m apart in the true dip direction. This creates a pseudo grid of 20 m by 30 m.

The sampler is responsible for accurately recording the true distance of the sampled sections from underground survey pegs. Underground sampling is typically done by means of cutting channels using a rotary diamond saw machine powered by compressed air.

The sampler records all geological features such as reef characteristics, prominent alterations, hanging wall or footwall, faults or dykes, potholes or major rolls and occurrences of reef left in the hanging wall or footwall. Deviations and anomalies are reported to the responsible geologist.

Each sample is carefully placed in a clean plastic bag and a bar coded sampling ticket is pasted on the bag and closed. Samples are captured in the Mineral Resources Management database by the sampler on the same day. The sampler is responsible for ensuring that his sections are captured correctly.

4. D. 7.3. Sample preparation, analyses, and security

A variety of analytical techniques have previously been used in assaying samples. Since 2000, diamond core samples have been sent to Anglo Research (previously Anglo American Research Labouratory) in Crown Mines where they are analysed for PGMs, Ni and Cu. The labouratory is operated by a subsidiary of Anglo American and is International Standards Organisation 17025 accredited.

Core samples are cut, split, bagged and checked against accompanying sample requisition sheets and sample descriptions by the geology department after which they are dispatched for analysis.

Samples are analysed for Pt, Pd and Au using fire assay (lead-collector and gold as co-collector) with inductively coupled plasma (“ICP”) finish. 3E is Pt+Pd+Au, for Rh (where 3E is greater than 1.5 g/t) using fire assay (lead collector and palladium as co-collector) with ICP finish and Cu and Ni using X-ray fluorescent analysis. Density is measured using Grabner pycnometer.

The labouratory has a comprehensive assay quality control system that includes blanks, certified reference materials, in-house reference materials, and twin streaming/replicate analyses.

Care is taken during the handling of samples to avoid potential cross-contamination or misplacement of samples. High and low grade materials are processed in completely separate areas throughout the labouratory, using dedicated and clearly labelled equipment. Samples are weighed and checked upon receipt. Quarry quartz is crushed and milled between individual batches to avoid any possible carry-over. This quartz is analysed with the batch and this data reported on during progress meetings.

Apart from basic sample preparation, there is currently no analytical labouratory at the Bokoni Mine. The Bokoni Mine utilizes the facilities at the Polokwane Smelter Complex (for assays of the mill feed, tailings and underground samples) and AR (assays of concentrate samples).

4. D.8. Bokoni Mine: Mineral Rights

The Bokoni Mine property consists of two “new order” mining licenses covering an area of 19,123.16 hectares. With the implementation of the refinancing transaction that was completed in December 2013, the Bokoni mining right, LP30/5/1/2/2/59 MR was amended to include two mineral properties Avoca 472 KS and Klipfontein 465 KS. The Bokoni Mine mining area, together with license numbers and expiry dates are presented in Table 1 below.

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Table 1: Bokoni Mine’s Mining License Areas.

The Mineral Resources and Mineral Reserves on the above properties are located within the Merensky and the UG2 reef horizons, which outcrop and sub crop on these properties and underlie the properties, dipping from the east towards the west. The Measured and Indicated Resources are primarily located in the shallow areas above 650 m while the balance of the Mineral Resource is located in the deeper areas below 650 m and is classified as inferred resources. Similarly, the majority of the Proven and Probable Reserves are located less than 650 m below the surface. Figure 3 illustrates the locations of the areas covered by the mining licenses according to South African Surveyor General’s plans. Traditionally, South African mining rights are issued over complete properties (farms) or portions thereof.

4. D.9. Surface rights

The surface overlying the Bokoni Mine is owned by the South African government, and tenure to the required areas is currently held through various surface right permits (“SRPs”) in terms of Section 90 of the Mining Rights Act of 1967 and lease agreements. Pursuant to ITEM  9 in Schedule II to the MPRDA, such SRPs will remain in force and attach to converted mining rights. Such SRPs have been re-registered in accordance with the requirements of ITEM 9.

Surface structures

In addition to the various mine shafts, the Bokoni Mine’s surface structures include:

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Figure 3 is a plan indicating the Bokoni Mine’s surface infrastructure and mining licenses

4. D.10. Bokoni Mine Operations

Mining operations began in 1969, initiated by Anglovaal, a traditional South African Mining House and OK Bazaars, a South African chain store. In 1970, the mine was sold to Rustenburg Platinum Mines, a subsidiary of JCI Limited (the historic mining house) in which Anglo American held a significant interest. In the mid-1990’s, JCI Limited was unbundled and its platinum interests listed separately as Lebowa, which later merged with other Anglo mines to become Anglo Platinum Limited.

The Bokoni Mine produces both Merensky and UG2 ore. Merensky production originated at the Vertical Shaft operations and was subsequently expanded to include the UM2 Decline operations and most recently the Brakfontein Shaft. UG2 production commenced in 2001 at the Middelpunt Hill operations, via a number of adits and has recently developed into underground operation at the Middelpunt Hill.

The mining operation consists of a vertical shaft and three decline shaft systems to access underground mine development on the Merensky and UG2 reef horizons. The Bokoni Mine has installed road, water and power infrastructure, as well as two processing concentrators, sufficient to meet its operational requirements up to completion of its first phase growth plans to reach 160.0 kilo tonnes per month (“ktpm”). The Bokoni Mine has an extensive shallow ore body, capable of supporting a life-of-mine plan that is estimated to exceed 23 years (as Bokoni’s mining license expires in 2038). Current mining operations are being conducted at shallow depths, on average 300m below surface. This benefits the Bokoni Mine’s operations in that there are no major refrigeration (and consequent power) requirements at shallower mining depths.

The Bokoni Mine’s production for Fiscal 2015 averaged 139.7 ktpm of ore, a decrease of 3% from the previous year. UG2 production is mined exclusively from MPH which consists of four adits and two underground levels. Merensky ore is produced from three underground shafts, namely: Vertical shaft, UM2 shaft and Brakfontein shaft and from the Klipfontein opencast operations. The Vertical shaft, which started in 1973, is the oldest of the three shafts and accounted for the bulk of the Merensky production. In the latter part of Fiscal 2015, the UM2 and Vertical Merensky shaft operations were placed on care and maintenance. The new Brakfontein shaft is in a ramp up phase and is planned to increase from its current production levels of 30.0 ktpm, to a steady state production level of 100.0 ktpm by 2018.

Given the magnitude of the Bokoni Mine’s ore body, lying open at depth with its numerous attack points, management is of the view that the Bokoni Mine has the potential to be developed into a 240.0 ktpm (265,000 PGM ounces per annum) steady state operation in the medium to longer term.

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The older Vertical and UM2 shafts made use of conventional mining methods for narrow tabular ore bodies. Ore broken in stopes is transported laterally by means of track bound equipment and then hoisted through a vertical shaft system at Vertical shaft and an incline shaft system at UM2 shaft.

The new Brakfontein shaft is being developed on a semi-mechanized basis, using a hybrid mining method, whereby ore broken in stopes is loaded directly onto a strike conveyor belt and taken out of the mine through a main decline conveyer belt system. This results in less human intervention in the hoisting process and a resultant lower unit operating cost of production. Development of haulages and crosscuts are effected by means of mechanized mining methods, and stoping is conducted using hand held electric drilling machines.

The MPH shaft is in the process of converting the transport of broken ore from its current mechanized hauling system to a conveyor belt transport system similar to that of Brakfontein shaft. Vamping opportunities in the older adit areas are being investigated to supplement underground mining production.

The Klipfontein opencast operations is a short life operation that mines the Merensky subcrop to a depth of about 50m below surface. The ore from this operation, about 40,000 tpm, is used to fill the spare mill capacity over the next four years until underground operations at Brakfontein and Middelpunt Hill ramp up to their steady state levels of 100,000 tpm and 60,000 tpm respectively. The remaining expected life of the opencast operation is approximately two years.

When Atlatsa took management control of the Bokoni Mine in 2009, the Company determined that the production rate should be increased significantly from levels of around 85,000 tpm to around 160,000 tpm, in order to reflect the true quality and scale of the Bokoni Mine mineral resource. The planned growth in production was to be achieved by realizing the planned production ramp up at the newly developed Brakfontein Merensky project.

Atlatsa and its 49% interest partner, Anglo Platinum, undertook a strategic review of the Bokoni Mine, as well as key technical and financial assumptions informing the Bokoni Transaction. The outcome of the review resulted in a new strategic plan for the Bokoni Mine that would look to continue with production ramp up at the Brakfontein Shaft to 100 ktpm and grow production to 60 ktpm at the Middelpunt Hill Shaft. Whilst the Brakfontein and Middelpunt Hill projects are being developed to steady state operations tonnage, the remainder of the mill gap being supplemented from opencast surface sources.

The Bokoni Mine lease area is extensive, covering some 19,500 ha including a strike length of almost 20 km and a dip length of almost 10 km. The Merensky and UG2 mineralized horizons are in the order of 300 m apart and either outcrop (in the hills) or sub crop (in the valleys) and extend to depths beyond 2,000 m below surface, towards the south-western boundary.

The above-mentioned extent of the Bokoni Mine requires a tailored depletion strategy, including various phases. Therefore the mining rights area has been divided into a series of mining blocks according to strike length, of approximately 6 km and depth, no more than nine production levels per shaft system.

The Bokoni Mine’s current depletion plan includes a generic access strategy which proposes a system of declines and vertical shafts to exploit the mining blocks. Initial access to the shallow Merensky and UG2 horizons is by means of separate decline shaft systems. These decline shaft systems will facilitate mining to a depth of approximately 650 m below surface. From the lowest level, vertical shafts will be raise-bored to surface and equipped to provide men and material access plus ventilation so that mining can continue to deeper levels. The access infrastructure is depicted in figure 4 below.

Figure 4. Bokoni Mine LOM infrastructure

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Various mining methods are employed at the Bokoni Mine. All stoping operations are conducted by means of hand held drills, with the removal of ore from stope panels done by means of scrapers and winches. Conventional development was conducted at Vertical and UM2 shafts. Development at Brakfontein and Middelpunt Hill is done by mobile Trackless equipment. Horizontal transport of ore was done by means of track bound locomotives at Vertical shaft and UM2 shafts. At Brakfontein, and increasingly at Middelpunt Hill, ore from stopes is tipped directly on conveyor belts that transport the ore horizontally and vertically out the mine. The use of load and haul trackless equipment is used extensively to move broken waste and ore to tips at Middelpunt Hill and Brakfontein.

Merensky ore was produced from the Vertical shaft and an inclined shaft on the adjacent Umkoanestad property (UM2 Inclined shaft). Production from these shafts was stopped in the latter part of Fiscal 2015 due to the long distances between the shafts and the working places, and current Merensky production of 35,000 tpm is expected to be replaced by production from the Brakfontein Merensky Project (BRK Merensky Project), which is located in the south-eastern extremity of the Bokoni Mine.

Currently, UG2 ore is produced exclusively from the Middelpunt Hill shaft, which comprises a number of adits and underground development. Production from the adits will be exhausted in the near future and UG2 production will be replaced by production from underground development. Production at Middelpunt Hill is currently 35,000 tpm and will be increased to a steady state level of 60,000 tpm by 2018.

The Bokoni Mine currently has two concentrator plants, one for the processing of ore from the Merensky ore and the other for the processing of ore from the UG2. These concentrators are situated adjacent to one another close to the Vertical shaft.

The Merensky concentrator (capacity 100.0 ktpm) is currently dedicated to processing Merensky ore from the Vertical shaft, UM2 Inclined shaft and Brakfontein shaft. The UG2 concentrator (capacity 65.0 ktpm) is dedicated to processing ore from the Middelpunt Hill UG2 adits and decline.

4. D.10.1. Merensky MF3 Plant

The current 100.0 ktp Merensky concentrator, built in 1990/91 was upgraded in 2009 from 85.0 ktpm to 100.0 ktpm. The concentrator includes three milling stages with inter-stage flotation circuits. By today’s standards, the Merensky concentrator employs older technology but nevertheless maintains high operating efficiencies and availability.

4. D.10.2. UG2 MF2 Plant

The 65.0 ktpm UG2 concentrator includes two milling stages with inter-stage flotation circuits (MF2). It is a dedicated concentrator, constructed in 2000 to treat UG2 ore that has subsequently been mined at the Middelpunt Hill adits. The UG2 concentrator can treat Merensky ore and tests conducted, indicated that acceptable recoveries on Merensky Reef was achieved. The UG2 concentrator is located adjacent to the Merensky concentrator and is similarly well maintained, providing good operating availability.

Merensky and UG2 concentrates are stored separately ahead of the common Larox concentrate filter. Filtration is conducted on a campaign basis and the capacity is adequate for current production.

Merensky concentrate is filtered to a moisture content of about 5% and UG2 concentrate to about 14%. The difference is due to the different particle sizes of the products. The smelter requires a moisture content of less than 15%, therefore in both cases the concentrate is within the moisture specification.

All of the Bokoni Mine’s concentrate is currently supplied to Anglo Platinum’s Polokwane Smelter Complex pursuant to an agreement between the Bokoni Mine and Anglo Platinum (through RPM). The Refiner (RPM) pays Bokoni Mine monthly for Bokoni Mine’s concentrate. The price payable is based on a fixed market-related percentage of the equivalent ZAR price for the various metals for the preceding month, taking into account the costs of smelting and refining to be incurred by RPM.

As per common practice in concentrate sale agreements, various penalties, for concentrate not meeting the agreed specification, are provided for in the off-take agreement and are deductible from the price payable for concentrate.

4. D.11. Estimates of Mineralization

The Mineral Resource and Reserve estimates are compiled in accordance with the SAMREC Code.

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Cautionary Note to Investors Concerning Estimates of Measured and Indicated Resources

This Annual Report uses the terms “measured resources” and “indicated resources”. Atlatsa advises investors that while those terms are recognized and required by Canadian regulations, the SEC does not recognize them. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.

Cautionary Note to Investors Concerning Estimates of Inferred Resources

This Annual Report uses the term “inferred resources”. Atlatsa advises investors that while this term is recognized and required by Canadian regulations, the SEC does not recognize it. “Inferred resources” have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of a mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of economic studies, except in rare cases. Investors are cautioned not to assume that any part or all of an inferred resource exists, or is economically or legally mineable.

As noted through-out this Annual Report, the Company prepared its reserve and resource estimates in accordance with the requirements of NI 43-101rather than Industry Guide 7.

See the “Cautionary Note to U.S. Investors”.

Investors should refer to the disclosure under the heading “Resource Category (Classification) Definitions” in the “Glossary of Terms” .

Mineral Resource and Mineral Reserve estimates are reported as follows for the Bokoni Mine properties (including the existing Bokoni Mine, opencast and planned project expansions at Brakfontein and Middlepunt). Mineral Resources (Remaining Resources) are also reported for the regions outside of the existing mine plans and project expansion plans but within the Bokoni Mine properties.

The Company estimates its ore reserves and mineral resources based on information compiled by appropriately qualified persons (“QPs”) relating to the geological and technical data on the size, depth, shape and grade of the ore body and suitable production techniques and recovery rates. Such an analysis requires complex geological judgements to interpret the data. The estimation of recoverable reserves is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements and production costs, along with geological assumptions and judgements made in estimating the size and grade of the ore body.

The annual Mineral Resource and Reserve Statement (below) for the Bokoni Mine were updated as of December 31, 2015. The QPs responsible for the updating of the mineral resource is Mr G. Mitchell Pri. Sci. Nat., Mr A. Deiss, Pri. Sci. Nat. and Dr W.D. Northrop. (Independent consultants at ExplorMine). The QP responsible for updating the mineral reserve is Mr. B. Reddy, Pri. Sci. Nat. (Executive: Mineral strategy and exploration at Atlatsa). In the opinion of the QPs, there are no material changes in the resource and reserve estimates of 2015 as compared to the 2014 mineral resource and reserve estimates.

The Mineral Resource and Reserve Estimates as at December 31, 2015 are shown in Tables 2 and 3 below. Mineral Resource estimates in the tables include Mineral Reserves. There have been no material changes in the Mineral Resource and Reserve year on year. The major difference is due to the incorporation of The Klipfontein and Avoca mineral properties into the Bokoni Operations.

The Company estimates and reports ore reserves and mineral resources in line with the principles contained in the South African Code for Reporting of Mineral Resources and Mineral Reserves of 2007, revised in 2009 (SAMREC 2009), known as the “SAMREC Code”.

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Table 2: Mineral Reserves Tabulation for the Bokoni Mine as at December 31, 2015

Notes:

A cut-off grade of 3.14 g/t for the Merensky Reef was applied.

A cut-off grade of 3.42 g/t for the UG2 Reef was applied.

Table 3: Mineral Resources Tabulation for the Bokoni Mine as at December 31, 2015

Notes:

A cut-off grade of 2.96 g/t for the UG2 Reef was applied.

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The Company estimates and reports ore reserves and mineral resources in line with the principles contained SAMREC.

The reason the Company regards this as the most applicable method is:

The determination of a SAMREC resource is itself an estimation process that involves varying degrees of uncertainty depending on how the resources are classified (i.e., measured, indicated or inferred). The estimates directly impact when the Company defers exploration and evaluation expenditure.

4. D.11. Estimation Methods

The Mineral Resource estimates for precious and base metal grades, thickness, density take a practical mining width cut into account. The total 4E PGM grade is the summation of the individual prill split grades for Pt, Pd Rh and Au.

The modelling procedure adopted was as follows:

No geotechnical considerations were necessary for consideration during resource estimation due to the absence of chromite stringers or other sharp lithological contacts located in the direct hanging wall of the Merensky.

The Mineral Resource Management (“MRM”) underground sampling database and the Sable borehole database data were used for resource estimation. The Sable database has provision for storing prill, density and base metal analysis whereas the underground sample sections (MRM) can only store 4E grades. All data used was converted to WGS84 (LO31) format in 2003.

No PGM correction factor was applied to the borehole or underground sample values.

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Where samples have missing density values the mean density values per rock type were assigned and then used during compositing and estimation. Assigned values were not used for statistical analysis or variogram modelling. The Resource and Reserve conversion factors used for the estimation are shown in table 4 below:

Table 4: Resource and Reserve conversion factors

Known issues that materially affect mineral resources and mineral reserves

The Company is currently unaware of any issues that materially affect these Mineral Resources and Mineral Reserves. The Bokoni Mine has successfully mined and processed Merensky Reef and UG2 and has economically produced 4E concentrate for the last twenty five years.

4. D.12. Life of Mine (“LOM”)

The current production strategy at Bokoni (base profile) is to produce at 160.0 ktpm from current mining infrastructure, equivalent to the installed processing capacity of the Bokoni concentrator plant. Production from the older UM2 and Vertical Shafts was stopped in August and December 2015, respectively, with both shafts being placed under care and maintenance. The shaft infrastructures will be used to supplement the pumping and ventilation requirements of the Brakfontein Shaft. Thereafter; production will increase to 240.0 ktpm, together with construction of a new concentrator plant to process the additional increase in volume. The additional production will be from an expansion of the current Middelpunt Hill Shaft from 60.0 ktpm to 120.0 ktpm and an additional 20.0 ktpm from a new project on the Zeekoegat mineral property, utilizing the Vertical Shaft infrastructure.

The figure below shows the LOM profile.

Figure 5. LOM planned ore production

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4. D.13. Production History

The production history for the last three years is shown in Table 5 below.

Table 5. Production summary for the past three years

To illustrate the impact of placing the Vertical and UM2 shafts on care and maintenance, refer to the table below.

Table 6. Production summary split for the different shafts

4. D.14.1. Power

The Bokoni Mine’s electricity requirements are provided directly from Eskom, the South African national power utility. The mine has a contract with Eskom that guarantees a notified maximum demand of 40 MVA but the actual steady state use is around 30 MVA. Eskom supplies all power to site via the Middelpunt 132/22 kV substation. In-feed to this substation is via two separate and independent 132 kV overhead line structures, each from a different substation on the Eskom grid. There is thus true ring / dual feed to site.

The power supply lines to site are robust, but there are concerns about generation at a national level. Reliability of supply was formerly good, but difficulties began to be experienced with the capacity of Eskom to meet national demand in the second half of 2007. This culminated in many South African mines having to shut down operations for a few days in January 2008, owing to the near-collapse of the national power grid. The situation was stable, however in June 2014, emergency power cuts took place countrywide after two units at two power stations tripped and a portion of the capacity usually imported from Cahora Bassa became unavailable.

Load shedding was reintroduced in early November 2014 and rolling blackouts were still announced and implemented by Eskom up to February 2015, in a bid to stop a total power grid collapse. There is still ongoing concern as to whether Eskom will

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successfully meet demand in future years. Bokoni Mine has installed generators that if and when the load shedding takes place, all underground employees can be evacuated.

Huge power price increases have been experienced recently, and are likely to continue for some years, as funding for new generation projects are funded by the consumer.

4. D.14.2. Water

The Bokoni Mine is supplied with raw water from the Olifants River via the Lebalelo Pipeline which was constructed and is operated by a Water Users Association predominantly made up of mines in the area. Additional water is available from the dewatering of the mines. Potable water is supplied from five boreholes supplying 30 to 50 kl per day. It is pumped into a Braithwaite tank for storage and then used on site. There is also a filtration plant used as a backup to meet plant service water needs. It is unlikely that the Bokoni Mine will suffer business interruption losses due to water shortages.

4. D.14.3 Tailings dams

There are two tailings dams at the Bokoni Mine, the Merensky tailings dam and the UG2 tailings dam, both of which are located near the Concentrators. The Merensky tailings dam has an area of approximately 70 ha and the UG2 tailings dam has an area of approximately 63 ha.

The current tailings dams have a combined capacity of 170 ktpm at a maximum rate of rise of 2.5 m per annum. This is adequate for current production levels.

4. D.14.4. Waste rock dumps

Waste rock dumps are located adjacent to the various shafts to accommodate the broken waste rock hoisted from underground. The inert waste rock is used for construction and in future may be used to clad the slopes of the tailings dams.

4. D.15. Personnel

4. D.15.1. Organizational structure and compliment

The Bokoni Mine’s organizational structure is similar to other South African mines, whereby production is divided into the departments of mining, engineering and services. Services include mineral resource management, finance, human resources, health and safety and the concentrator. Each department is managed by a head of department who reports to the general manager.

As required by South African statute, various persons are legally appointed to their positions, including the mine manager and his immediate subordinates as well as the engineering manager and his subordinates. Appointed managers are obliged to ensure that the mining activities are carried out according to the Minerals Act regulations and/or codes of practice/standard procedures drafted and adopted by the Bokoni Mine.

The Bokoni Mine at December 31, 2015 employed a total of 5,205 people across all disciplines and in all categories, as shown in Table 7 below.

Table 7. The Bokoni Mine employee compliment

The above labour compliment includes all personnel necessary for the current operations. Also see ITEM 4. A.4. Bokoni Restructure Plan , where a process is being undertaken to reduce the head count at Bokoni Mine.

4. D.15.2. Employment policy

The Bokoni Mine’s employment policy is to include all core skills from rock-face to manager as permanent ‘payroll’ employees. An agreement was reached with unions to the effect that contract labour would be utilized on UM2 shaft, which had

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a limited life of mine, in order to enable the mine to use its own employees on the build-up of production on the long life Brakfontein mine.

The Bokoni Mine, however, continues to employ contractors in certain non-core activities.

4. D.15.3. Skills shortage and development

The Bokoni Mine suffers from the industry-wide skills shortage, particularly in the mining processing and engineering disciplines. Currently the Bokoni Mine has a Skills Retention Policy which includes various initiatives to retain employees with scarce skills including retention allowances. The skills shortage as at December 31, 2015 is summarized in Table 8.

Table 8. Current Bokoni Mine critical skills shortage