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Mon 29 Mar 2010, 10:30 MTX - Metorex Limited - Posting of Claw Back Offer Circular and Updated Pro
MTX   MTXN
MEMTX                                                                           
MTX - Metorex Limited - Posting of Claw Back Offer Circular and Updated Pro     
Forma Financial Information                                                     
METOREX LIMITED                                                                 
(Incorporated in the Republic of South Africa)                                  
(Registration number 1934/005478/06)                                            
JSE code: MTX                                                                   
ISIN: ZAE000022745                                                              
JSE code for LA`s: MTXN                                                         
ISIN for LA`s: ZAE000144309                                                     
("Metorex" or "the Company")                                                    
POSTING OF CLAW BACK OFFER CIRCULAR AND UPDATED PRO FORMA FINANCIAL INFORMATION 
POSTING OF CLAW BACK OFFER CIRCULAR                                             
Metorex Shareholders ("Shareholders") are referred to the finalisation          
announcement released  on SENS on 12 March 2010 and published in the press on 15
March 2010 relating to the partial claw back offer in which Shareholders were   
advised of Metorex`s intention to raise a minimum of US$100 million through the 
issue of 250 000 000 new Metorex ordinary shares ("Claw Back Shares") at a price
of 360 cents per share in the ratio of 33.233 Claw Back Shares for every 100    
Metorex ordinary shares currently in issue ("Claw Back Offer").                 
Shareholders are advised that the circular providing details of the Claw Back   
Offer ("Claw Back Offer Circular"), was posted to Shareholders today.           
Shareholders are also reminded that an electronic version of the Claw Back Offer
Circular is available on Metorex`s website at www.metorexgroup.com.             
Holders of certificated shares are requested to contact the Company`s transfer  
secretaries with any queries regarding the forms of instruction issued in       
respect of letters of allocation relating to the Claw Back Offer.               
UNAUDITED PRO FORMA FINANCIAL EFFECTS OF THE CLAW BACK OFFER                    
Shareholders are further referred to the announcement released by the Company on
SENS on Tuesday, 2 February 2010 which provided the pro forma financial effects 
of the Claw Back Offer on the Company. Metorex subsequently released its        
consolidated unaudited interim results for the period ended 31 December 2009    
("Interim Results"). Accordingly the Company has chosen to provide updated pro  
forma financial effects of the Claw Back Offer based on the Interim Results.    
The unaudited pro forma financial effects of the Claw Back Offer have been      
prepared for illustrative purposes only and due to the nature thereof may not   
fairly present Metorex`s financial position, changes in equity, results of      
operations or cash flows after completion of the Claw back Offer. The unaudited 
pro forma financial effects are the responsibility of the directors of Metorex, 
are prepared in accordance with International Financial Reporting Standards and 
are consistent with the accounting policies adopted by the Company in presenting
the Interim Results. The purpose of the unaudited pro forma financial effects is
to illustrate the effects of the Claw Back Offer on Metorex had the Claw Back   
Offer been implemented on the dates and assumptions set out below:              
Unadjusted  Pro forma   % Change                    
                            before the  after the                               
                            Claw Back   Claw Back                               
                            Offer       Offer                                   
Earnings per share (cents)   65.29       51.55       -21.0%                     
Diluted earnings per share   64.58       51.11       -21.9%                     
(cents)                                                                         
Headline earnings per share  14.17       11.62       -18.0%                     
(cents)                                                                         
Diluted headline earnings    14.00       11.52       -17.7%                     
per share (cents)                                                               
Net asset value per share    330.82      334.26      1.0%                       
(cents)                                                                         
Tangible net asset value     329.27      333.05      1.2%                       
per share (cents)                                                               
Weighted shares in issue     743 567     951 900     28.0%                      
(`000)                                                                          
Diluted number of shares in  751 747     960 080     27.7%                      
issue (`000)                                                                    
Shares in issue at period    745 763     954 096     27.9%                      
end (`000)                                                                      
Notes:                                                                          
1.   It has been assumed for purposes of the pro forma financial effects that   
    the Claw Back Offer took place with effect from 31 December 2009 for        
balance sheet purposes and 1 July 2009 for income statement purposes.       
2    The figures in the "Unadjusted before Claw Back Offer" column have been    
    extracted from Metorex`s unaudited consolidated interim results for the     
    period ended 31 December 2009.                                              
3.   It has been assumed for the purposes of this pro forma financial           
    information that the Claw Back Offer was subscribed to the extent of R750   
    million resulting in the issue of 208 333 333 new Metorex ordinary shares.  
4.   It is assumed that the proceeds of R750 million received from the Claw Back
Offer have been utilised to reduce debt relating to the Company`s Ruashi    
    Project by US$35 million (R262.5 million) and the remaining US$65 million   
    (R487.5 million) has been applied to cash on hand.                          
5.   No interest on the funds applied to cash and bank balances has been        
accounted for.                                                              
6.   Estimated transaction costs of R28 million have been written off against   
    share premium.                                                              
7.   An average rate of R7.50/US$1 has been used for the purposes of currency   
conversion.                                                                 
29 March 2010                                                                   
Rosebank                                                                        
Corporate and Debt Advisor, Sole Bookrunner and Transaction                     
Sponsor                                                                         
One Capital                                                                     
Independent Sponsor                                                             
Deloitte & Touche Sponsor Services                                              
Transfer Secretaries                                                            
Link Market Services South Africa (Proprietary) Limited                         
Date: 29/03/2010 10:30:01 Produced by the JSE SENS Department.                  
The SENS service is an information dissemination service administered by the    
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or            
implicitly, represent, warrant or in any way guarantee the truth, accuracy or   
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howsoever arising, from the use of SENS or the use of, or reliance on,          
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