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Wed 2 Nov 2011, 14:27 MTX - Metorex Limited - Update on conditions relating to the scheme
MTX
MEMTX                                                                           
MTX - Metorex Limited - Update on conditions relating to the scheme             
Metorex Limited                    NEWSHELF 1124 (PROPRIETARY)                  
(Incorporated in the Republic of   LIMITED                                      
South Africa)                      (Incorporated in the Republic of             
(Registration number               South Africa)                                
1934/005478/06)                    (Registration number                         
Share code: MTX                    2010/018679/07)                              
ISIN: ZAE000022745                 An indirectly-owned subsidiary of            
Issuer code: MEMTX                 Jinchuan Group Limited                       
("Metorex")                        ("Jinchuan")                                 
UPDATE ON CONDITIONS RELATING TO THE SCHEME                                     
Shareholders are referred to the circular to shareholders dated Tuesday,        
2 August 2011 ("Circular") relating to the scheme of arrangement proposed       
by the Metorex Board in terms of section 114(1)(c) of the Companies Act,        
No 71 of 2008, as amended, and the separate offer to Option Holders and         
are further referred to the update announcement released on the                 
Securities Exchange News Service on Tuesday, 4 October 2011.  Terms             
defined in the Circular bear the same meanings herein unless otherwise          
stated.                                                                         
Metorex and Jinchuan are pleased to announce that the Government of the         
Republic of Zambia ("GRZ") has unconditionally and irrevocably consented        
to the implementation and completion of the Scheme and the Zambian              
Ministry of Finance and National Planning has waived its rights to              
require Metorex to acquire its special share interest in the Metorex            
business, in respect of Chibuluma, to which the GRZ is entitled                 
("Mandatory Offer Waiver").                                                     
As a result of having obtained the Mandatory Offer Waiver, Metorex is           
able to formally approach the Zambian Securities and Exchange Commission        
to obtain an exemption from any obligation to make a mandatory offer to         
minority shareholders of Chibuluma in accordance with applicable Zambian        
laws and regulations.                                                           
Shareholders will be updated as to the status of the remaining Conditions       
Precedent in due course.                                                        
Jinchuan and the Metorex Independent Board accept responsibility for the        
information contained in this announcement insofar as it relates to             
Jinchuan and Metorex respectively.                                              
Johannesburg                                                                    
2 November 2011                                                                 
Lead financial advisor and investment bank to Metorex: Standard Bank            
Joint financial advisor and transaction sponsor to Metorex: One Capital         
Legal advisor to Metorex: Cliffe Dekker Hofmeyr                                 
Independent expert to Metorex: KPMG                                             
Investor relations advisor to Metorex: College Hill                             
Financial advisor and investment bank to Jinchuan: Goldman Sachs                
International                                                                   
Joint legal advisor to Jinchuan: Allen & Overy                                  
Joint legal advisor to Jinchuan: Edward Nathan Sonnenbergs Inc                  
Public relations advisor to Jinchuan: Temple Bar Advisory                       
General                                                                         
The release, publication or distribution of this announcement in                
jurisdictions other than South Africa may be restricted by law and              
therefore any persons who are subject to the laws of any jurisdiction           
other than South Africa should inform themselves about, and observe any         
applicable requirements.  This announcement has been prepared for the           
purposes of complying with the laws of South Africa and the information         
disclosed may not be the same as that which would have been disclosed if        
this announcement had been prepared in accordance with the laws and             
regulations of any jurisdiction outside of South Africa.                        
Date: 02/11/2011 14:27:57 Produced by the JSE SENS Department.                  
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howsoever arising, from the use of SENS or the use of, or reliance on,          
information disseminated through SENS.                                          
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