NEWGOLD ISSUER LIMITED (RF) OFFERING CIRCULAR AND PRE-LISTING STATEMENT

Transcription

1 THIS DOCUMENT ( OFFERING CIRCULAR AND PRE-LISTING STATEMENT ) CONTAINS IMPORTANT INFORMATION ABOUT THE COMPANY AND ITS PLATINUM DEBENTURES AND SHOULD BE READ CAREFULLY BEFORE INVESTING. IF YOU HAVE ANY QUESTIONS ABOUT THE CONTENTS OF THIS OFFERING CIRCULAR AND PRE-LISTING STATEMENT YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISOR. The Issuer certifies that to the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), there are no facts that have been omitted which would make any statement false or misleading and that all reasonable enquiries to ascertain such facts have been made. This Offering Circular and Pre-listing Statement contains all applicable information required by law and the JSE Listings Requirements. The Issuer accepts full responsibility for the accuracy of the information contained in this Offering Circular and Pre-listing Statement, the annual financial report (incorporated herein by reference), and the amendments to any such annual financial report except as otherwise stated therein. Prospective purchasers of any exchange traded funds should ensure that they understand fully the nature of the exchange traded fund and the extent of their exposure to risks, and that they consider the suitability of the exchange traded fund as an investment in the light of their own circumstances and financial position. NEWGOLD ISSUER LIMITED (RF) (Incorporated in the Republic of South Africa) (Registration number 2004/014119/06) Abbreviated name: NewPlat JSE code: NGPLT ISIN: ZAE ( NewGold or the Issuer ) OFFERING CIRCULAR AND PRE-LISTING STATEMENT relating to an offering (the Offer ) to institutional and retail investors in the Republic of South Africa to subscribe for unsecured redeemable Platinum Debentures (also referred to in this Offering Circular and Pre-listing Statement as Notes or Securities ) referencing in total a maximum of troy ounces of Platinum to be issued by NewGold on the terms and subject to the conditions set out in this Offering Circular and Pre-listing Statement. Originator Attorneys Corporate Advisor and Sponsor Auditors Opening date of the Offer (09:00) Friday, 19 April 2013 Closing date of the Offer (17:00) Friday, 19 April 2013* Initial Valuation Date Monday, 22 April 2013 Notification to JSE of results of Offer (by 09:00) Tuesday, 23 April 2013 Publication on SENS of results of Offer, including Initial Issue Price Tuesday, 23 April 2013 Anticipated issue and listing date on the JSE (09:00) Friday, 26 April 2013 * Investors must advise their Central Securities Depository Participant ( CSDP ) or broker of their acceptance of the Offer in the manner and by the cut-off time stipulated by their CSDP or broker. This Offering Circular and Pre-listing Statement describes the terms and conditions that apply to these unsecured Platinum Debentures and the general manner in which they may be offered. You should read this Offering Circular and Pre-listing Statement carefully before you invest. Claims against the JSE Guarantee Fund (or any successor fund) may only be made in respect of trading in Platinum Debentures listed on the JSE in accordance with the rules of the JSE Guarantee Fund and if listed on the Main Board of the JSE on the JSE s ETF sub-sector, and can in no way relate to trading on another licensed or recognised exchange or to a default by the Issuer of its obligations in terms of its obligations under the Platinum Debentures. Sale to the public: The Platinum Debentures may be offered and issued to the public pursuant to an Offer, the specific terms and conditions of which will be set out in this Offering Circular and Pre-listing Statement. Secondary Market: We have been granted permission to list the Platinum Debentures on the Main Board of the JSE on the JSE s ETF sub-sector. We expect that investors will purchase and sell the Platinum Debentures primarily in the Secondary Market. The Platinum Debentures are not listed on any other exchange. The JSE takes no responsibility for the contents of this Offering Circular and Pre-listing Statement, any supplements thereto (as amended or restated from time to time) or the annual report or any amendments to the annual report, makes no representation as to the accuracy or completeness of any of the foregoing documents and expressly disclaims any liability for any loss arising from or in reliance upon the whole or any part of the Offering Circular and Pre-listing Statement, supplements thereto, or the annual report (as amended and restated from time to time) or the amendments to the annual report.

2 NewGold conducts the business of establishing and operating exchange traded funds listed on the exchange operated by the JSE and one or more secondary or dual listings on such other exchanges as NewGold may select from time to time, in relation to the debt instruments issued by it, the value of which tracks the price of gold, platinum or any other commodity. As at the date of this Offering Circular and Pre-listing Statement, gold bullion debentures have been issued by NewGold under and pursuant to the NewGold Prospectus. As at the date of this Offering Circular and Pre-listing Statement, the Platinum Debentures to be issued hereunder are not rated by any rating agency. However, the Issuer may at any time obtain a rating from a rating agency for any issue of Platinum Debentures issued pursuant to the terms of this Offering Circular and Pre-listing Statement, in which case such rating will be indicated in a notice to be published on SENS. Offer in the RSA only This Offering Circular and Pre-listing Statement has been issued in connection with Offers in the RSA only and is addressed only to persons to whom an Offer may lawfully be made. The distribution of this Offering Circular and Pre-listing Statement and the making of an Offer may be restricted by law. Persons into whose possession this Offering Circular and Pre-listing Statement comes must inform themselves about and observe any such restrictions. This Offering Circular and Pre-listing Statement does not constitute an offer of or invitation to subscribe for and/or purchase any of the Platinum Debentures in any jurisdiction in which such offer or subscription would be unlawful. No one has taken any action that would permit a public offering of Platinum Debentures to occur outside the RSA. Prepared and issued in terms of the JSE Listings Requirements. Offering Circular and Pre-listing Statement issued on: 18 April 2013 Unless the context otherwise requires, capitalised words used in this section shall have the same meaning as defined in section 4 of this Offering Circular and Pre-listing Statement, unless they are defined in this section. The advisors of the Issuer have not separately verified the information contained in this Offering Circular and Pre-listing Statement. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by the advisors as to the accuracy or completeness of the information contained in this Offering Circular and Pre-listing Statement or any other information provided by the Issuer in connection with the Platinum Debentures. The advisors do not accept any liability in relation to the information contained in this Offering Circular and Pre-listing Statement or any other information provided by the Issuer in connection with the Platinum Debentures. No person has been authorised to give any information or to make any representation not contained in or not consistent with this Offering Circular and Pre-listing Statement or any other information supplied in connection with the Platinum Debentures and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any of its advisors. This Offering Circular and Pre-listing Statement and any other information supplied in connection with the Platinum Debentures does not constitute the rendering of financial or investment advice by the Issuer or any of its advisors and is not intended to provide the basis of any credit or other evaluation. This Offering Circular and Pre-listing Statement and such information merely contains a description of certain facts at the date of this Offering Circular and Pre-listing Statement and should not be considered as a recommendation by the Issuer or its advisors that any recipient of this Offering Circular and Pre-listing Statement should purchase any Platinum Debentures. Each Investor contemplating purchasing any Platinum Debentures should make its own independent investigation and appraisal of the financial condition and affairs of the Issuer. Neither the delivery of this Offering Circular and Pre-listing Statement nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date hereof. The delivery of this Offering Circular and Pre-listing Statement does not at any time imply that the information contained herein is correct at any time subsequent to the date hereof. This Offering Circular and Pre-listing Statement is to be read in conjunction with all documents incorporated herein by reference and should be read and understood on the basis that such documents are incorporated in and form part of this Offering Circular and Pre-listing Statement. This Offering Circular and Pre-listing Statement does not constitute an offer to sell or the solicitation of an offer to buy any Platinum Debentures in any jurisdiction to any person to whom it is unlawful to make the Offer or solicitation in such jurisdiction. Neither the Issuer nor any of the professional advisors represents that this Offering Circular and Pre-listing Statement may be lawfully distributed, or that any Platinum Debentures may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assumes any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer which would permit a public offering of any Platinum Debentures or distribution of this document in any jurisdiction where action for that purpose is required. Accordingly, no Platinum Debentures may be offered or sold, directly or indirectly, and neither this Offering Circular and Pre-listing Statement nor any advertisement or other offering material may be distributed or published in any jurisdiction, except in compliance with any Applicable Laws and regulations and the Issuer has represented that all offers and sales by them will be made in compliance with this prohibition. The distribution of this Offering Circular and Pre-listing Statement and the offer or sale of Platinum Debentures may be restricted by law in certain jurisdictions. Any persons coming into possession of this Offering Circular and Pre-listing Statement or any Platinum Debentures must inform themselves about, and observe any such restrictions. The Platinum Debentures have not been and will not be registered under the United States Securities Act of 1933 (the Securities Act ). Securities may not be offered, sold or delivered within the United States or to US persons except in accordance with Regulations under the Securities Act. The Issuer has represented and agreed that: it will not offer or sell any Security falling within Regulation 3(2)(c) of the Public Offers of Securities Regulations (1995) as amended (the POS Regulations ) to persons in the United Kingdom ( UK ) except to persons whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the UK within the meaning of the POS Regulations; it will comply with all applicable provisions of the UK Financial Services and Markets Act (2000) (the FSMA ) with respect to anything done by it in relation to the Securities in, from or otherwise involved in the UK; and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Securities in circumstances in which section 21(1) of the FSMA does not apply to the Issuer. DISCLAIMER The information provided in this document is for information purposes only and does not constitute the provision of professional advice of any kind. The information provided should thus not be used as a substitute for consultation with your professional advisors. Before making any decision or taking any action, you should consult a professional adviser who has been provided with all the pertinent facts relevant to your particular situation. The Issuer does not accept any responsibility for loss to any person who acts or refrains from acting based on the information contained in this document.

3 TABLE OF CONTENTS Clause number and description Page 1. CORPORATE INFORMATION 2 2. OVERVIEW 4 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 6 4. INTERPRETATION 7 5. MARKET OVERVIEW DESCRIPTION OF STRUCTURE AND FORM OF PLATINUM DEBENTURES OFFER, USE OF PROCEEDS AND REDEMPTIONS SETTLEMENT, CLEARING AND TRANSFER OF PLATINUM DEBENTURES REGULATORY AND TAXATION CONSIDERATIONS RISK FACTORS AND INVESTMENT CONSIDERATIONS 37 ANNEXURE A GENERAL TERMS AND CONDITIONS OF ALL PLATINUM DEBENTURES ISSUED IN TERMS OF THIS OFFERING CIRCULAR AND PRE-LISTING STATEMENT 43 ANNEXURE B ISSUER DISCLOSURES 67 ANNEXURE C1 APPLICATION FORM: PLATINUM DEBENTURES OFFER (IN SPECIE SUBSCRIPTION) ANNEXURE C2 APPLICATION FORM: PLATINUM DEBENTURES SUBSEQUENT ISSUE (IN SPECIE SUBSCRIPTION) Attached Attached ANNEXURE D PLATINUM DEBENTURES REDEMPTION NOTICE Attached SCHEDULE 1 OPTION NOTICE* Attached 1

4 1. CORPORATE INFORMATION Company NewGold Issuer Limited (RF) Registration number 2004/014119/06 7th Floor, Absa Towers West 15 Troye Street Johannesburg 2000 South Africa Attorneys Edward Nathan Sonnenbergs Inc. Registration number 2006/018200/21 1 North Wharf Square, Loop Street Foreshore Cape Town 8001 South Africa (PO Box 2293, Cape Town, 8000) NewGold Owner Trust The NewGold Issuer Trust Master s reference number IT8350/04 1st Floor 32 Fricker Road Illovo Boulevard Johannesburg 2196 South Africa Telephone number (011) Contact person: Kurt van Staden Auditor Ernst & Young Registration number 2005/002308/21 Wanderers Office Park 52 Corlett Drive Illovo 2116 South Africa (Private Bag X14, Northlands, 2116) Manager NewGold Managers Proprietary Limited Registration number 2004/007543/07 7th Floor, Absa Towers West 15 Troye Street Johannesburg 2000 South Africa Transfer Secretaries Computershare Investor Services Proprietary Limited Registration number 2004/003647/07 70 Marshall Street Johannesburg 2001 South Africa Computershare Limited Registration number 2000/006082/06 70 Marshall Street Johannesburg 2001 South Africa Secretary Absa Secretarial Services Proprietary Limited Registration number 1973/014516/07 Company Secretary 7th Floor, Absa Towers West 15 Troye Street Johannesburg 2001 South Africa (PO Box 7735, Johannesburg, 2000) Corporate Advisor and Sponsor Absa Bank Limited (acting through its Corporate and Investment Banking division) Registration number 1986/004794/06 15 Alice Lane Sandton 2196 South Africa Contact: Marian Gaylard Telephone number (011)

5 Participating broker for Non-Controlled Clients Absa Capital Securities Proprietary Limited Member of Absa Group Limited Registration number 2008/021179/07 15 Alice Lane Sandton 2196 South Africa (Private Bag X10056, Sandton, 2146) Contact: Cameron Ashton or Carlyle Whitaker Telephone number (011) Participating Broker for Controlled Clients Absa Stockbrokers Proprietary Limited Registration number 1973/010798/07 65 Empire Road Parktown 2193 South Africa (PO Box 113, Auckland Park, 2006) Telephone number Directors Fearnhead, Timothy John Letty, Edwin Marcus Nedeljkovic, Vladimir Southey, Edward Montagu Van Staden, Kurt Wade (alternate Director to Southey, Edward Montagu) Independent non-executive Non-executive 3

6 2. OVERVIEW Words used in this section shall have the same meaning as defined in section 4 of this Offering Circular and Pre-listing Statement, unless they are defined in this section or the use thereof is clearly inappropriate from the context. NewGold conducts the business of establishing and operating exchange traded funds listed on the exchange operated by the JSE and one or more secondary or dual listings on such other exchanges as NewGold may select from time to time, in relation to the debt instruments issued by it, the value of which tracks the price of gold, platinum or any other commodity. As at the date of this Offering Circular and Pre-listing Statement, gold bullion debentures have been issued by NewGold under and pursuant to the NewGold Prospectus. NewGold is a special purpose company that enables investors to invest in a debt instrument, the value of which tracks the price of Platinum. NewGold will do so by: issuing Platinum Debentures on the terms and subject to the conditions more fully described in this Offering Circular and Pre-listing Statement, each of which will reference and be linked to a specified quantity of Platinum and the value of which (both upon first issue and subsequent redemption) will be equal to the value of that quantity of Platinum at the time; using the proceeds of the issue of each Platinum Debenture to acquire the Initial Quantity of Platinum. The Platinum so acquired will be in the form of ingots or plates complying with the rules of the LPPM relating to good delivery and fineness from time to time, which Platinum will be retained in safe custody with the Custodian pursuant to the Custody Agreement; and allowing the holders of Platinum Debentures to either trade same in the form of an exchange traded fund listed on the JSE or by redeeming Blocks of Platinum Debentures for cash. To the extent that any such holder is a Qualifying Debenture Holder, NewGold will, if so requested by that Qualifying Debenture Holder, sell to the relevant Qualifying Debenture Holder (at the time of redemption by that Qualifying Debenture Holder of a Block) a quantity of Platinum equal to the Reference Quantity to which those Platinum Debentures so redeemed are linked as at their Redemption Date, thus entitling such a Qualifying Debenture Holder to receive physical unwrought Platinum. In order to meet the requirements of the regulatory environment in which NewGold operates, the debt instruments issued by NewGold are structured such that they will not give a Platinum Debenture Holder any ownership or title to any Platinum held by NewGold. Further, so as to comply with the regulatory framework in which it operates, NewGold has: obtained the approval of the South African Reserve Bank to buy, borrow, lend and sell Platinum as contemplated in Exchange Control Regulation 2 and has been exempted from Exchange Control Regulation 5; obtained the approval of the JSE and the South African Reserve Bank for the listing of the Platinum Debentures on the JSE. As a special purpose vehicle, NewGold has no employees, and accordingly the management of NewGold is outsourced to the Manager, also a special purpose company. This Offering Circular and Pre-listing Statement describes in greater detail NewGold and its business, the terms and conditions of the Platinum Debentures to be issued by NewGold, the provisions of the Custody Agreement between NewGold and the Custodian pursuant to which the Platinum will be retained by the Custodian in safe custody for NewGold, the provisions of the Management Agreement between NewGold and the Manager pursuant to which the Manager will undertake to manage and administer the affairs and business of NewGold, the provisions of the Bridging Loan Agreement between NewGold and Absa and related matters. This Offering Circular and Pre-listing Statement also describes the Offer to be made by NewGold to institutional and retail investors in the RSA for such potential investors to subscribe for Platinum Debentures referencing a maximum of troy ounces of Platinum at a minimum subscription quantity of a Block. The expected timetable for the Offer of Platinum Debentures is as follows: opening time and date of the Offer: 09:00 on Friday, 19 April 2013; closing time and date of the Offer: 17:00 on Friday, 19 April 2013*; Initial Valuation Date: Monday, 22 April 2013; 4

7 notification to JSE of results of Offer: 09:00 on Tuesday, 23 April 2013; publication on SENS of results of Offer, including Initial Issue Price: Tuesday, 23 April 2013; and anticipated issue and listing date on the JSE: 09:00 on Friday, 26 April * Investors must advise their CSDP or broker of their acceptance of the Offer in the manner and by the cut-off time stipulated by their CSDP or broker. This Offering Circular and Pre-listing Statement also describes the basis of Subsequent Issues of Platinum Debentures to be made by NewGold after the Offer and the basis on which Platinum Debentures may be redeemed. Subscribing for and investing in the Platinum Debentures involves risks. See the section entitled Risk Factors beginning on page 37 of this Offering Circular and Pre-listing Statement for a description for some of the risks inherent therein. 5

8 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents shall be deemed to be incorporated in and form part of this Offering Circular and Pre-listing Statement, which means that important information may be disclosed to you by referring you to these documents: (a) all amendments and supplements to this Offering Circular and Pre-listing Statement issued by the Issuer; (b) in respect of any issue of Platinum Debentures under the Offering Circular and Pre-listing Statement, the audited annual financial statements of the Issuer for the three financial years prior to the date of such issue, as well as for each financial year thereafter ending on the last day of each financial year, currently 31 March; (c) the board resolutions of the Issuer authorising the establishment of the Offering Circular and Pre-listing Statement and the creation and issue of Platinum Debentures thereunder; and (b) the Transaction Documents, save that any statement contained in this Offering Circular and Pre-listing Statement or in any of the documents incorporated by reference in and forming part of this Offering Circular and Pre-listing Statement shall be deemed to be modified or superseded for the purpose of this Offering Circular and Pre-listing Statement to the extent that a statement contained in any document subsequently incorporated by reference modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). The Issuer has undertaken, in connection with the listing of the Platinum Debentures on the JSE or on such other exchange or further exchange or exchanges as may be selected by the Issuer, that for so long as any Platinum Debenture remains outstanding and approved by such exchange or exchanges, in the event of a change in the condition (financial or otherwise) of the Issuer which is material in the context of the Notes issued by it under the Offering Circular and Pre-listing Statement or if any event occurs subsequent to the date of this Offering Circular and Pre-listing Statement which affects any matter contained in this Offering Circular and Pre-listing Statement the inclusion of which in this Offering Circular and Pre-listing Statement would be material and be reasonably required by the Platinum Holders, the Issuer will prepare or procure the preparation of an amendment or supplement to the Offering Circular and Pre-listing Statement or, as the case may be, publish a new Offering Circular and Pre-listing Statement. A copy of any or all of the documents referred to above which we have incorporated in this Offering Circular and Pre-listing Statement by reference will be provided to you without charge, upon your written or oral request. Requests should be directed to Absa Bank Limited (acting through its Corporate and Investment Banking division), 15 Alice Lane, Sandton, 2196 (telephone: +27 (11) ; [email protected]). The audited annual financial statements of the Issuer will also be available on the website and on the JSE s website, whilst any Platinum Debentures issued hereunder are listed on the JSE. Information regarding, inter alia, the total expense ratio of the ETF (which is an annualised figure calculated every quarter), the NAV and the reference price in connection with the ETF will be published by NewGold on a daily basis on the website 6

9 4. INTERPRETATION In this Offering Circular and Pre-listing Statement, unless the context clearly indicates a contrary intention, the following expressions have the following meanings: Absa Accounting Records Allocated Platinum Account Applicable Laws Applicable Procedures Applicant Application Form Auditors Banks Act Absa Bank Limited (acting through its Corporate and Investment Banking division) (registration number 1986/004794/06), a public company duly incorporated in accordance with the laws of the RSA and registered as a bank in terms of the Banks Act, 94 of 1990; the books of account and accounting systems of NewGold; an allocated Platinum account held with the Custodian to which a quantity of Platinum may be credited; means: any law applicable to NewGold, including the common law, statutes and sub-ordinate legislation; any regulation, directive, guideline, practice note, notice, ordinance, policy, by-law, order or any other enactment or legislative measure or decision of government (including local and provincial government) or any political sub-division thereof, a municipality or a South African statutory, supervisory or regulatory body, enforcement committee, self-regulatory organisation (including a stock exchange) or other competent authority, which is applicable to NewGold; a decree, treaty or multinational convention to which South Africa is a party; any industry code, policy or standard applicable to NewGold; the Listings Requirements or rules of a stock exchange on which any Platinum Debenture may be listed from time to time, whether or not such stock exchange is located in South Africa; the King Report on Governance for South Africa, 2009, and the King code of Governance Principles, 2009 (or any report or code which replaces these) and any other code of corporate governance applicable to the Company; accounting standards, such as IFRS, applicable to NewGold; any court order, judgments, decree or other decision of a competent South African court or other South African dispute resolution forum; the rules and operating procedures for the time being of the JSE, Strate and/or the Strate settlement agents, as the case may be; a person or entity which makes an offer to NewGold to subscribe for Platinum Debentures by completing an Application Form on the basis described in this Offering Circular and Pre-listing Statement; an application form in the form attached as Annexure C1 or C2 to this Offering Circular and Pre-listing Statement, as may be applicable; the statutory auditors of NewGold for the time being, being Ernst & Young Inc. as at the date of the Offering Circular and Pre-listing Statement, or such other internationally recognised auditing firm appointed by NewGold from time to time; the Banks Act, 94 of 1990 (as amended, supplemented and/or replaced from time to time); 7

10 Beneficial Interest Block Bridging Loan Agreement Business Day Certificated Debenture Constitutional Documents Commercial Paper Regulations Companies Act Conditions to Issue Conditions to Redemption Controlled Client Creation Fee the beneficial interest as co-owner of an undivided share of the relevant Platinum Debentures, as contemplated in section 41(1) of the Securities Services Act, the nominal value of which beneficial interest is determined by reference to the proportion that the aggregate outstanding nominal amount of such Platinum Debenture(s) bears to the aggregate outstanding nominal amount of all the Platinum Debenture(s) as provided for in section 41(3) of the Securities Services Act; Platinum Debentures; the written bridging loan agreement concluded between Absa, NewGold and the Manager dated 17 April 2013, in terms of which, inter alia, Absa undertakes to lend money to NewGold; a day (other than a Saturday, Sunday or official public holiday within the meaning of the Public Holidays Act, 36 of 1994) on which commercial banks are generally open to settle payments in Rand in Johannesburg; a Platinum Debenture that has not been Dematerialised, title to which is represented by a physical document of title; the Memorandum of Incorporation of NewGold (as amended, supplemented and/or replaced from time to time); the commercial paper regulations of 14 December 1994 issued pursuant to paragraph (cc) of the definition of business of a bank in the Banks Act; the Companies Act, 71 of 2008 (as amended), or any legislation which replaces it; the conditions which must be fulfilled prior to the issue of any Platinum Debentures (both in respect of the Offer and each Subsequent Issue), being: the receipt by NewGold of one or more valid Application Forms in respect of such Platinum Debentures; in the case of In Specie Subscriptions, the receipt by NewGold of confirmation from the Custodian that the Initial Quantity of Platinum in respect of the Platinum Debentures applied for, has been deposited with the Custodian together with an instruction from the relevant Applicant to transfer such Platinum to the Allocated Platinum Account of NewGold; and the receipt by NewGold of the Creation Fee in respect of such Platinum Debentures; the conditions which must be fulfilled prior to a Platinum Debenture Holder being entitled to redeem a Platinum Debenture in accordance with the provisions of Debenture Condition 6, being: a Platinum Debenture may only be redeemed together with and as part of so many other Platinum Debentures as will constitute a Block, or more than one Block; and a Platinum Debenture may only be redeemed on a Trading Day; an investor whose funds and uncertificated Platinum Debentures are in the control of a Settlement Agent and whose settlements take place via a CSDP as if the investor s funds or uncertificated Platinum Debentures were under the control of a Settlement Agent; the fee payable by an Applicant to NewGold for the issue of the Platinum Debentures applied for by such Applicant, being an amount equal to 0.15% of the Offer Price (excluding VAT) of such Platinum Debentures. The Creation Fee may, however, be waived in the discretion of NewGold; 8

11 CSD s Nominee CSDP Custodian Custody Agreement Delivery Date Dematerialised Dematerialised Debenture ETF Event of Default a wholly-owned subsidiary of the CSD approved by the Registrar of Securities Services in terms of the Securities Services Act. Any reference to a CSD Nominee shall, whenever the context permits, be deemed to include any successor nominee operating in terms of the Securities Services Act; a participant in Strate in terms of the Security Services Act; Barclays Bank plc (company number ), incorporated under the laws of England and Wales, or such other custodian as may be appointed by NewGold from time to time and notified to Platinum Debenture Holders via SENS and the Financial Exchanges; the written custody agreement (as amended, novated and/or replaced from time to time) concluded between NewGold and the Custodian dated 21 January 2013, in terms of which, inter alia, the Custodian is appointed as custodian of Platinum of NewGold from time to time; in relation to the exercise of any Platinum Option, the date which is the later of: the fifth Trading Day after the Redemption Date of the Platinum Debentures in respect of which such Platinum Option has been exercised; or the Delivery Date specified in the Redemption Notice pursuant to which such Platinum Option is exercised; the process whereby physical debenture certificates and other documents of title are replaced with electronic records evidencing ownership of Platinum Debentures for the purposes of the Strate System and/or such other settlement system applicable to the Platinum Debentures, as contemplated in the Securities Services Act; a Platinum Debenture that has been Dematerialised; the exchange traded fund established by the Transaction Documents and operated by NewGold, as more fully described in this Offering Circular and Pre-listing Statement; the occurrence of any of the following events: (a) NewGold being wound up, liquidated and/or placed under business rescue (in any case whether provisions or final), provided that an offer of compromise in terms of section 155 of the Companies Act on terms and conditions approved by the Platinum Debenture Holders by a Special Resolution to that effect and in circumstances where NewGold is solvent shall not constitute a winding-up of NewGold for purposes of this (a); or (b) subject to the proviso in (a) which shall apply mutatis mutandis, NewGold having any application or other proceedings brought against it, in terms of which NewGold is sought to be wound up or placed in liquidation or under business rescue (whether provision or final); or (c) subject to the proviso in (a) which shall apply mutatis mutandis, NewGold committing any act which is or would, if NewGold were a natural person, be an act of insolvency as defined in the Insolvency Act, 24 of 1936; or (d) subject to the proviso in (a) which shall apply mutatis mutandis, NewGold compromising or attempting to compromise with or attempting to defer payment of debt owing by it to its creditors generally; or (e) subject to the proviso in (a) which shall apply mutatis mutandis, any procedural steps being taken by NewGold with a view to effecting a compromise or arrangements with its creditors generally; or 9

12 Exchange Control Regulations Financial Exchange Form of Proxy Guardians Fund IFRS In Specie Subscription Initial Beneficiary Initial Listing Date Initial Quantity Issue Date JSE JSE Guarantee Fund JSE Listings Requirements Last Practicable Date LPPM Management Agreement (f) NewGold ceasing to carry on NewGold s Business in a normal and regular manner or materially changing the nature of NewGold s Business or, through an official act of NewGold s Board, NewGold threatening to cease to carry on NewGold s Business; the Exchange Control Regulations, 1961 (as amended or replaced from time to time), promulgated pursuant to the South African Currency and Exchanges Act,19 of 1933, or its successor; the JSE and/or such other (or additional) financial exchange(s) as may be determined by the Issuer, subject to applicable laws; an instrument in writing signed by a Platinum Debenture Holder holding a Certificated Debenture or, in the case of a Platinum Debenture Holder holding a Certificated Debenture which is a company or other juristic person, signed on its behalf by a Representative of the company or juristic person appointing a Proxy; the statutory trust established in terms of Chapter V of the Administration of Estates Act, 1965 (Act No 66 of 1965); the International Financial Reporting Standards (formerly International Accounting Standards) issued by the International Accounting Standards Board ( IASB ) and interpretations issued by the International Financial Reporting Interpretations Committee of IASB (as amended, supplemented or reissued from time to time); subscription for Platinum Debentures effected by the delivery by a Qualifying Applicant of Platinum to NewGold; initial capital and income beneficiary of the NewGold Owner Trust, namely Absa; the date on which the Platinum Debentures are first listed on the JSE, as specified on the cover page of this Offering Circular and Pre-listing Statement; 1/100th of one troy ounce of Platinum being the quantity of Platinum to which each of the first Platinum Debentures issued by NewGold are referenced and linked as at the Initial Listing Date; in relation to a Platinum Debenture, the date of actual issue thereof; the JSE Limited (registration number 2005/002939/06), a public limited liability company duly incorporated in accordance with the company laws of the RSA and licensed as an exchange under the Securities Services Act; the guarantee fund established and operated by the JSE as a separate guarantee fund in terms of the rules of the JSE, as required by sections 9(1)(e) and 18(2)(x) of the Securities Services Act or any successor fund; the Debt Listings Requirements of the JSE, as applicable, from time to time; the last practicable date prior to finalisation of this Offering Circular and Pre-listing Statement, Wednesday, 17 April 2013; the London Platinum and Palladium Market; the written management agreement (as amended, novated and/or replaced from time to time) concluded between NewGold and the Manager originally dated 15 October 2004, and amended and restated on 11 April 2013, in terms of which, inter alia, the Manager is appointed by NewGold to manage and administer the affairs of NewGold and NewGold s Business and to advise NewGold in relation to the conduct of NewGold s Business; 10

13 Manager NewGold Managers Proprietary Limited (registration number 2004/007543/07), a private company duly incorporated in accordance with the laws of the RSA, or such other manager of NewGold as may be appointed by NewGold in terms of the Management Agreement; Market Maker Market Making Agreement Monthly Platinum Sales Charge Absa, having been appointed by the Manager as a market maker for the ETF in terms of the Market Making Agreement to be responsible for establishing and maintaining the secondary market of the Platinum Debentures listed on the JSE; the written market making agreement (as amended, novated and/or replaced from time to time) concluded between NewGold, the Manager and the Market Maker dated 8 March 2013, in terms of which, inter alia, the Market Maker is appointed by the Manager as a market maker with a view to such Market Marker, in normal market circumstances, endeavouring to provide and maintain a reasonable bid and offer; an amount sufficient, inter alia, to meet the monthly fees and expenses of NewGold and to declare and pay dividends to NewGold s shareholders from time to time, which are funded through the sale of Platinum. The amount currently thought to be sufficient to meet such fees and expenses and to declare and pay dividends to the NewGold shareholders is 0.40% per annum of the Platinum held by NewGold from time to time in excess of troy ounces. The Monthly Platinum Sales Charge may be increased at any time, provided the requisite notice period referred to on pages 63 to 64 of this Offering Circular and Prelisting Statement is given; NewGold NewGold Issuer Limited (RF) (registration number 2004/014119/06), a public company duly incorporated in accordance with the laws of the RSA; NewGold Owner Trust NewGold Owner Trust Deed NewGold s Board NewGold s Business NewGold Prospectus Nominated Platinum Account Non-Controlled Client the NewGold Owner Trust, a trust inter vivos duly established in terms of the NewGold Owner Trust Deed and registered with the Master of the High Court of South Africa (North Gauteng High Court, Johannesburg) under reference number IT8350/04, which NewGold Owner Trust has been established with the sole purpose of beneficially holding all of the shares in the issued share capital of NewGold; the written trust deed (as amended, novated and/or replaced from time to time) concluded by Absa (in its capacity as donor) and Maitland Trust Limited (now known as Maitland Group South Africa Limited) (in its capacity as trustee) on 7 September 2004, in terms of which the NewGold Owner Trust is established; the board of directors of NewGold from time to time; the business conducted by NewGold from time to time, being, inter alia, the issue of Platinum Debentures, the acquisition and holding of Platinum and the sale of Platinum as described or envisaged in this Offering Circular and Pre-listing Statement and the Transaction Documents; the NewGold prospectus dated 27 October 2004, together with the annexures attached thereto, as amended, supplemented or replaced from time to time; the relevant Allocated Platinum Account or Unallocated Platinum Account of a Qualifying Debenture Holder into which the Sale Platinum to be delivered to such Qualifying Debenture Holder pursuant to the exercise of a Platinum Option shall be credited; an investor, other than a Controlled Client, who has appointed and whose settlements take place directly with a CSDP; 11

14 Offer Offer Price Offering Circular and Pre-listing Statement Originator Participating Broker Platinum Platinum Debenture Platinum Debenture Conditions Platinum Debenture Holder or Platinum Holder Platinum Option Platinum P.M. FIX Platinum Sale Agreement Priority of Payments Proxy Qualifying Applicant Qualifying Debenture Holder the first offer to be made by NewGold to institutional and retail investors in the RSA to subscribe for Platinum Debentures referencing in total a maximum of troy ounces of Platinum, as described in this Offering Circular and Pre-listing Statement; in relation to each Platinum Debenture, the price (expressed in Rand) at which such Platinum Debenture is issued on the Initial Listing Date thereof, being an amount calculated with reference to the value of the Initial Quantity and as published on SENS; this Offering Circular and Pre-listing Statement, together with the annexures and application forms attached hereto, as amended, supplemented or replaced from time to time; Absa; in respect of Controlled Clients, Absa Stockbrokers Proprietary Limited (registration number 1973/010798/07), a private company duly incorporated in accordance with the laws of the RSA, and in respect of Non-Controlled Clients, Absa Capital Securities Proprietary Limited (registration number 2008/021179/07), a private company duly incorporated in accordance with the laws of the RSA; platinum in the form of ingots or plates complying with the rules of the LPPM relating to good delivery and fineness in effect from time to time; a Platinum debenture issued by NewGold in accordance with the Debenture Conditions, referencing the Reference Quantity; the terms and conditions of the Platinum Debentures incorporated in this Offering Circular and Pre-listing Statement as Annexure A, subject to and in accordance with which the Platinum Debentures are issued; in relation to any Platinum Debenture, the person or entity whose name is entered in the Register as the holder of such Platinum Debenture; the right and option of any Qualifying Debenture Holder redeeming one or more Blocks of Platinum Debentures to require NewGold, under Debenture Condition 7, to sell to such Qualifying Debenture Holder a quantity of Platinum equal to the Reference Quantity of the Platinum Debentures so redeemed; the afternoon session of the twice-daily fix of the price of an ounce of Platinum which starts at 14:00 (London time) and is performed in London by the five members of the LPPM; the sale agreement deemed to have been concluded between NewGold and a Qualifying Debenture Holder pursuant to the exercise by such Qualifying Debenture Holder of a Platinum Option, as set out in Debenture Condition 7; the priority in which creditors of NewGold are to be repaid, as set out in Debenture Condition 8; a person duly appointed under a Form of Proxy to act for and on behalf of a Platinum Debenture Holder holding a Certified Debenture in connection with any meeting or proposed meeting of Platinum Debenture Holders; an Applicant owning and holding at least troy ounces of Platinum with the Custodian and who satisfies the Manager that it is in possession of all necessary licences, consents and approvals to buy, own, be in possession of and/or otherwise deal in Platinum; a Platinum Debenture Holder holding one or more Blocks of Platinum Debentures and who satisfies the Manager that it is in possession of all necessary licences, consents and approvals to buy, own, be in possession of and/or otherwise deal in Platinum; 12

15 Rand or ZAR Redemption Date Redemption Fee Redemption Notice Redemption Value Reference Reference Quantity the lawful currency of the RSA, being South African Rand or any successor currency; in relation to a Platinum Debenture, the date on which such Platinum Debenture is actually redeemed in accordance with the Debenture Conditions; the fee payable by a Platinum Debenture Holder on the redemption of a Platinum Debenture held by it, being an amount equivalent to 0.15% of the Redemption Value (excluding VAT) of such Platinum Debenture; a notice delivered by or on behalf of a Platinum Debenture Holder exercising its right to require the redemption of all or some of the Platinum Debentures held by it, which redemption notice shall comply with all relevant requirements of the Debenture Conditions and shall be in the form of Annexure D to this Offering Circular and Pre-listing Statement; an amount equal to the Sale Proceeds realised or that which would have been realised by NewGold pursuant to a sale by NewGold of the Reference Quantity of Platinum to which such Platinum Debenture is linked; the relevant level, value, price or other event relating to commodities to which the principal, interest, redemption amount or any other amount payable on the Notes or to which the Notes are linked, in this case, Platinum; in relation to a Platinum Debenture, the specific quantity of Platinum to which that Platinum Debenture is referenced and linked as at any given point in time, being a quantity calculated in accordance with the following formula: RQ = where: IQ ( 1+R 365) D RQ = the Reference Quantity to be determined, expressed in troy ounces; IQ = the Initial Quantity of that Platinum Debenture, expressed in troy ounces; D = the number of days between the Issue Date of the first Platinum Debenture to be issued and the Redemption Date of the Platinum Debenture in respect of which the Reference Quantity is to be determined; and ( 1 1/ L) RQ =( ) x 365 Register Representative where for purposes of determining R: L = the Monthly Platinum Sales Charge, which Monthly Platinum Sales Charge accrues daily and will be deducted monthly in arrears; the register of Platinum Debentures, which register shall, in the case of Dematerialised Debentures, be kept by Strate and, in the case of Certificated Debentures, be kept by the Transfer Agent; a person authorised by a resolution of a corporate Platinum Debenture Holder s directors or other governing body to act as its representative in connection with any meeting or proposed meeting of Platinum Debenture Holders; 13

16 Residual Beneficiary RSA Sale Platinum Sale Proceeds Securities Services Act SENS Settlement Agent Special Resolution Strate or the CSD Strate System Subsequent Issue Taxation Trading Day Transaction Documents the residual beneficiary of the NewGold Owner Trust, namely The Nelson Mandela Children s Fund (Non-profit Organisation, registration number ); the Republic of South Africa; the Platinum to be sold by NewGold to a Qualifying Debenture Holder exercising a Platinum Option in terms of a Platinum Sale Agreement; the proceeds realised by NewGold from the sale of Platinum in the spot market in the Platinum P.M. FIX on redemption of all or any of the Platinum Debentures issued by it, less the costs of arranging and completing such sale, storage costs, insurance costs and all applicable Taxation payable in connection with such sale; the Securities Services Act, 36 of 2004 (as amended) or any legislation which replaces it; the Stock Exchange News Service, an office of the JSE; a CSDP approved in terms of the Applicable Procedures to perform electronic net settlements of both funds and scrip on behalf of market participants; a resolution passed at a properly constituted meeting of Platinum Debenture Holders which shall be required to be adopted with the support of at least 75% (seventy five percent) of the voting rights held by the Platinum Debenture Holders exercised on the resolution presented at that meeting (either present in person or able to participate in the meeting by electronic communication, or to be represented by a Proxy who is present in person or able to participate in the meeting by electronic communication, and voting whether on a show of hands or on a poll); Strate Limited (registration number 1998/022242/06), a public company duly incorporated in accordance with laws of the RSA, which is a registered central securities depository in terms of the Securities Services Act and which is responsible for the electronic settlement system of the JSE; an electronic custody, clearing and settlement system for all transactions concluded in respect of securities listed on the JSE and managed by Strate; an issue of further Platinum Debentures by NewGold to one or more specifically-named subscribers therefor made subsequent to the date of the Offer; all taxes, duties, assessments, levies and/or governmental charges (including any penalty in respect thereof and interest thereon) payable to any governmental authority or any political sub-division thereof or any authority or agency therein or thereof having the power to tax, including income tax and VAT; a day on which trading takes place on the JSE; collectively: the Debenture Conditions; the Management Agreement; the Custody Agreement; the Market Making Agreement; the NewGold Owner Trust Deed; the Bridging Loan Agreement; and the Constitutional Documents, all as amended, novated and/or replaced from time to time; 14

17 Transfer Agent Transfer Form Trustee Unallocated Platinum Account with regard to registry services in respect of both Certificated Debentures and Dematerialised Debentures, Computershare Investor Services Proprietary Limited (registration number 2004/003647/07), a private company duly incorporated in accordance with the laws of the RSA, and with regard to the administration of the Register of Dematerialised Debentures, Computershare Limited (registration number 2000/006082/06), a public company duly incorporated in accordance with the laws of the RSA; the written form for transfer of any Platinum Debenture evidenced by a certificate in a form approved by the Transfer Agent and signed by the transferor and the transferee; the trustee for the time being of the NewGold Owner Trust, currently Maitland Group South Africa Limited; an unallocated Platinum Account held with the Custodian to which a quantity of Platinum may be credited; and VAT value-added tax levied in terms of the Value-Added Tax Act, 89 of All references in this Offering Circular and Pre-listing Statement to any Act, regulation, or other statutory provision shall be a reference to such Act, regulation or other statutory provision as amended and/or repromulgated from time to time and for the time being. All expressions in this Offering Circular and Pre-listing Statement which denote the singular shall include the plural, any gender shall include the other genders, and a natural person shall include artificial or juristic persons and vice versa. 15

18 5. MARKET OVERVIEW The best-known precious metals are gold and silver. While both have industrial uses, they are better known for their uses in art, jewellery and coinage. Other precious metals include the platinum group metals, namely ruthenium, rhodium, palladium, osmium, iridium and platinum, of which platinum is the most widely traded and has the highest value. The demand for precious metals is driven not only by their practical use, but also by their role as investments. Precious metals can be differentiated from other physical commodities on two principal bases. Precious metals can be used as a store of value and can be held in a vault at low cost without suffering any deterioration. Historically, precious metals have commanded much higher prices than common industrial metals. Precious metals in bulk form are known as Bullion and are traded on commodity markets. Bullion metals may be cast into ingots or minted into coins. The defining attribute of Bullion is that it is valued by its mass and purity rather than by a face value as money. The level of purity varies, with 99.95% purity being common. Precious metals are often seen as hedges against both inflation and economic downturn. The main centres of the over-the-counter physical metals market are London, Zurich, New York and Hong Kong. Central banks, producers and consumers of precious metals, speculators and investors all tend to transact their business through one of these market centres. Clearing in the physical precious metals market is primarily centred in Zurich and London for platinum and palladium and in London for silver and gold. There are two trade associations which co-ordinate activities conducted in these markets, namely the LPPM and the London Bullion Market Association ( LBMA ). The role of both of these associations include co-ordinating market clearing and vaulting, promoting good trading practices and developing standard documentation. Most of the world s major bullion dealers are either members or associate members of the LLPM or LBMA (collectively, the Relevant Associations ). Trading unit The trading unit for platinum, palladium and silver is troy ounces (since the word fine is not used, the weight is irrespective of purity). The conversion factors between troy ounces and metric used by the LPPM and LBMA are: one troy ounce equals grammes and one kilogramme equals troy ounces. The fixing The London market provides a unique metal price fixing service whereby the fixing price represents the matching of orders from customers throughout the world. The fixing in each of the Relevant Markets takes place by telephone on every day on which members are open for dealing in London. The fixing price should be the price at which all buying and selling orders declared by members at the fixing can be matched, and it is the responsibility of the Chairman of the fixing to determine when this occurs. The fixings make it possible for any interested party to trade at the price at which every current interest is satisfied. The fixings are fully transparent benchmarks and are widely accepted as the basis for pricing spot transactions as well as a variety of other transactions. Platinum London fixing times (approximate) 09:45 and 14:00. Historic precious metal prices Each of the Relevant Associations publishes historic fixing prices on its website ( and respectively) enabling users to calculate historic performance and volatility. 16

19 6. DESCRIPTION OF STRUCTURE AND FORM OF PLATINUM DEBENTURES Capitalised terms used in this section shall have the same meaning as defined in section 4 of this Offering Circular and Pre-listing Statement, unless they are defined in this section or the use thereof is clearly inappropriate from the context. The following description of the structure and of the Platinum Debentures consists of a summary of the ETF and of the Debenture Conditions. This summary is not complete and is qualified in its entirety by reference to the Transaction Documents (which are available for inspection at the places and during the times described in this Offering Circular and Pre-listing Statement) and the Debenture Conditions which are appended to this Offering Circular and Pre-listing Statement as Annexure A. INTRODUCTION AND SCHEMATIC DIAGRAM NewGold will issue the Platinum Debentures to institutional and retail investors in the RSA and will use the proceeds of the Platinum Debentures to acquire Platinum. The Platinum acquired and held by NewGold will be held in safe custody by the Custodian for, on behalf of, and in the name of NewGold in terms of the Custody Agreement. NewGold will fund and defray its fees and expenses and pay dividends to its shareholder, The NewGold Owner Trust, by selling Platinum at monthly intervals, thereby reducing the Reference Quantity of Platinum to which each Platinum Debenture is linked by a pro rata portion of the Monthly Platinum Sales Charge. Timing differences in funding the fees and expenses will be funded by making draw downs under the Bridging Loan Agreement from time to time. As a special purpose company, NewGold does not and will not have any employees. Accordingly, in terms of the Management Agreement, the Manager will manage and administer the business and affairs of NewGold and will advise NewGold in relation to the conduct of NewGold s Business. The diagram below describes, in schematic form, the various entities and relationships referred to above. Absa Bank Limited Bridging Loan Agreement The NewGold Owner Trust 49% 100% (beneficially held) 51% NewGold Managers Proprietary Limited Management Agreement and payment of agreed management fee NewGold purchases Platinum and concludes the Custody Agreement in relation thereto NewGold Issuer Limited (RF) Custodian Platinum Debentures (tracking the value of Platinum and listed on the JSE) Gold bullion debentures issued under and pursuant to the NewGold Prospectus (tracking the value of gold and listed on the JSE) Platinum Debenture Holders Gold Bullion Debenture Holders 17

20 NEWGOLD OWNER TRUST NewGold is a subsidiary of the NewGold Owner Trust. The NewGold Owner Trust is an independent trust that was established in the RSA on 10 September 2004 in terms of the NewGold Owner Trust Deed with the sole purpose of beneficially holding the entire issued share capital of NewGold. The NewGold Owner Trust is the registered and beneficial owner of 94 ordinary par value shares of ZAR1 each in the issued share capital of NewGold (constituting 94% of the issued shares in NewGold) and is the beneficial (but not registered) owner of the remaining six ordinary par value shares of ZAR1 each in the issued share capital of NewGold (such balance constituting the remaining 6% of the issued shares in NewGold). The NewGold Owner Trust is registered with the Master of the High Court of South Africa (South Gauteng High Court, Johannesburg) under reference number IT8350/04. The principal place of business of the NewGold Owner Trust is at 1st Floor, 32 Fricker Road, Illovo Boulevard, Johannesburg, The trustee of the NewGold Owner Trust is currently Maitland Group South Africa Limited. The Initial Beneficiary is a discretionary capital and income beneficiary. The Trustee is under no obligation to make any award to the Initial Beneficiary but shall consider (without being under any obligation to do so), making awards to the Initial Beneficiary on the last Business Day of each calendar quarter. The person appointed as the Trustee may be disqualified from acting as such in certain circumstances including if the Initial Beneficiary in its discretion, so determines. Upon the winding-up of the NewGold Owner Trust after all of the liabilities of the NewGold Owner Trust have been discharged, the Residual Beneficiary shall be entitled to the remainder of the assets of the NewGold Owner Trust. NEWGOLD NewGold is a special purpose, public company having a share capital, which was incorporated in the RSA in terms of the Companies Act, 61 of 1973, on 27 May 2004 for the specific purpose of conducting the ETF. NewGold is ring-fenced and insolvency remote in that the Memorandum of Incorporation of NewGold limits NewGold s legal capacity to conduct any business or incur any liability other than that permitted in terms of the Transaction Documents, without the prior consent of the JSE and the Platinum Debenture Holders by a Special Resolution to that effect. NewGold conducts the business of establishing and operating exchange traded funds listed on the exchange operated by the JSE and one or more secondary or dual listings on such other exchanges as NewGold may select from time to time, in relation to the debt instruments issued by it, the value of which tracks the price of gold, platinum or any other commodity. As at the date of this Offering Circular and Pre-listing Statement, gold bullion debentures have been issued by NewGold under and pursuant to the NewGold Prospectus. NewGold has an authorised share capital of ordinary par value shares of ZAR1 each, of which 100 ordinary par value shares of ZAR1 each have been issued. As set out above, all of these issued shares are beneficially owned by the NewGold Owner Trust, although six of such issued shares are held by nominees. Each such nominee has executed a declaration of trust acknowledging that he holds such share on behalf of and for the benefit of the NewGold Owner Trust, that he will not be entitled to deal or otherwise transact with such share without the prior written consent of the NewGold Owner Trust and that any benefit which he may receive as a result of being a shareholder of NewGold will be passed on to the NewGold Owner Trust. In terms of the Memorandum of Incorporation of NewGold, NewGold s Board must at all times comprise at least four directors. For as long as the NewGold Owner Trust is the sole shareholder of NewGold, three of these directors will be nominated and elected en bloc by the NewGold Owner Trust. Such directors appointed by the NewGold Owner Trust must be independent of the Originator, and of any exchange traded fund operated by NewGold and listed on the JSE. The fourth director of NewGold is to be appointed (and from time to time replaced) by Absa. In addition, the Memorandum of Incorporation of NewGold requires that each and every resolution passed by NewGold s Board must be passed with the approval of two of the three independent directors appointed by the NewGold Owner Trust and that no meeting of NewGold s Board will be quorated unless at least two of the three such independent directors are present. The directors shall not be paid any remuneration by NewGold for their services as such. PLATINUM DEBENTURES The Platinum Debentures will be issued by NewGold in the form of debentures. The Platinum Debentures will constitute senior, unsecured obligations of NewGold and will be issued in denominations linked to the value of the Initial Quantity in accordance with the Debenture Conditions attached to this Offering Circular and Pre-listing Statement as Annexure A. 18

21 The creation and redemption feature of the Platinum Debentures enables new Platinum Debentures to be created and for existing Platinum Debentures to be redeemed at any time. The Offer Price of each Platinum Debenture will be linked to the value of the Initial Quantity of Platinum deposited with the Custodian by a Qualifying Applicant as at the Issue Date of the relevant Platinum Debentures. A Platinum Debenture may be subscribed for by an Applicant in specie by completing the relevant Application Form and delivering it either directly to its CSDP, a broker or the Participating Broker as more fully described in the section of this Offering Circular and Pre-listing Statement entitled Offer, Use of Proceeds and Redemptions. A Platinum Debenture will only be issued if the Conditions to Issue have been fulfilled. The Platinum Debentures will not bear interest and will rank pari passu amongst each other. A Platinum Debenture will only evidence the financial indebtedness of NewGold to the relevant Platinum Debenture Holder (the amount of which will be dependent on the value at any point in time of the Reference Quantity of Platinum to which such Platinum Debenture is linked) and will not grant or constitute any ownership, right or beneficial or other interest in or to any Platinum. A Platinum Debenture Holder will, accordingly, not have or acquire any ownership, right or beneficial or other interest in or to any Platinum held by NewGold from time to time. The JSE has granted a listing for the Platinum Debentures on the Main Board of the JSE on the JSE s ETF sub-sector, under the abbreviated name NewPlat, JSE code NPL and ISIN: ZAE The Platinum Debentures will be issued in Dematerialised form and all trades and transactions will have to be made through the Strate System in accordance with the Applicable Procedures. A Platinum Debenture Holder may, by delivering a Redemption Notice to NewGold in the prescribed form, redeem a Platinum Debenture held by it at any time, provided that a Platinum Debenture may only be redeemed on a Trading Day on the JSE and as part of one or more Blocks. A Platinum Debenture Holder is required to give NewGold not less than five Trading Days notice of such redemption. Any Redemption Notice delivered by a Platinum Debenture Holder is irrevocable and a Platinum Debenture Holder will be obliged to redeem its Platinum Debenture following the delivery of such notice. NewGold is entitled to require the redemption of the Platinum Debentures if any of the Transaction Documents become illegal or unenforceable and such illegality or unenforceability cannot be remedied through reasonable measures, or if, as a result of any change to or amendment of the application or interpretation of any existing or Applicable Law, NewGold is or would be required to make any withholdings or any deduction from any payments to be made under the Platinum Debentures as provided or referred to in Debenture Condition 11 and such requirement cannot be avoided through reasonable measures available to NewGold. In either such eventuality, NewGold is required to give the Platinum Debenture Holders not less than 30 days and not more than ninety days notice of such redemption. NewGold is also entitled to redeem all, but not some only, of the Platinum Debentures held by a specific Platinum Debenture Holder in the event that NewGold is reasonably of the view that the investment by such Platinum Debenture Holder in the Platinum Debentures may result in NewGold falling foul of the provisions of the Financial Intelligence Centre Act, 38 of 2001, or any other Applicable Law. Should a Platinum Debenture Holder wish to redeem its Platinum Debentures in accordance with the Debenture Conditions, the Platinum Debenture Holder will be required to deliver a Redemption Notice either directly to its CSDP, a broker or the Participating Broker, indicating the number of Blocks that are to be redeemed and stating the date on which such redemption is to take place. Redemption Notices that are received by NewGold s CSDP prior to 09:00 RSA time on any Trading Day will be deemed to have been received on and will be dealt with on that Trading Day. Redemption Notices received after that time will be deemed to have been received on and will be dealt with on the succeeding Trading Day. All Platinum Debentures will be redeemed at their Redemption Value as at the Redemption Date thereof in accordance with the Priority of Payments. The Redemption Value will be calculated having regard to the Sale Proceeds realised (in the event where a Platinum Option is not exercised) or the Sale Proceeds that would have been realised (in the event of an exercise of a Platinum Option) through the sale of the Reference Quantity of Platinum on the relevant Redemption Date thereof. Any premium or discount to the price in the Platinum P.M. FIX obtained or incurred by NewGold will be passed on to the relevant Platinum Debenture Holder. This Reference Quantity will be less than the Initial Quantity as it will take into account the Monthly Platinum Sales Charge. On and with effect from the first Issue Date, NewGold will sell Platinum at the end of each month in an amount equal to the Monthly Platinum Sales Charge and will use the proceeds of such sale to pay its fees and expenses and to declare and pay dividends to its shareholders. The Monthly Platinum Sales Charge 19

22 will accrue daily on all Platinum held by NewGold from time to time in excess of troy ounces, be deducted monthly in arrears and will initially be set at 0.40% per annum (including VAT). The Monthly Platinum Sales Charge will be used to pay, inter alia, fees to the Custodian and the Manager and to pay dividends to the NewGold shareholders, which dividends will be equal to the remainder of the Monthly Platinum Sales Charge after all fees and expenses (as described on pages 26 to 27 have been deducted. Accordingly, the Initial Quantity will reduce each day as the Monthly Platinum Sales Charge accrues. Should the fees and expenses of NewGold be higher than anticipated, the Monthly Platinum Sales Charge may be varied by NewGold at any time on 90 days prior notice through SENS, provided that should NewGold be or become obliged to pay any amount in respect of Taxation on short notice, only 30 days prior written notice of the variation of the Monthly Platinum Sales Charge shall be required. Any Qualifying Debenture Holder will have the right and option, upon the redemption of his Platinum Debentures, to require NewGold to sell to the Qualifying Debenture Holder the Reference Quantity of Platinum as at the Redemption Date thereof. In order for any Qualifying Debenture Holder to exercise this Platinum Option, such Qualifying Debenture Holder must have opened a Nominated Platinum Account with the Custodian, into which NewGold can transfer the relevant Sale Platinum on the Delivery Date. Should any Qualifying Debenture Holder exercise this Platinum Option, the obligation of NewGold to pay the Redemption Value of the relevant number of Platinum Debentures to such Qualifying Debenture Holder on the relevant Redemption Date, will be off-set against the obligation of the relevant Qualifying Debenture Holder to effect payment to NewGold of the purchase price for the Sale Platinum on the same Redemption Date. NewGold will deliver the Sale Platinum to the relevant Qualifying Debenture Holder that exercised the Platinum Option on the Delivery Date by instructing the Custodian to credit the Sale Platinum to the Nominated Platinum Account of the relevant Qualifying Debenture Holder. Since the Platinum Debentures are settled through Strate, NewGold will be obliged to pay Strate (as the registered holder of the Platinum Debenture) the Redemption Value, in order for Strate to pay such amount to the relevant CSDP. Accordingly, should a Qualifying Debenture Holder holding Dematerialised Debentures wish to exercise the Platinum Option and enter into a Platinum Sale Agreement, it will be required, at the time of exercising the Platinum Option, to deliver to the Manager, NewGold and its CSDP an irrevocable instruction in terms of which such Qualifying Debenture Holder instructs its CSDP to waive its right to receive payment of the Redemption Value by NewGold and to redeem the relevant Platinum Debentures against receipt of confirmation from the JSE that the Sale Platinum has been sold to the relevant Qualifying Debenture Holder and that the purchase price payable by the relevant Qualifying Debenture Holder therefore has been set-off against the Redemption Value of the relevant Platinum Debentures. The JSE will issue such confirmation against receipt of confirmation from the sponsor that the Manager has confirmed that the Sale Platinum has been delivered to the Qualifying Debenture Holder by the Custodian. In the event that a Qualifying Debenture Holder exercising the Platinum Option has not appointed a CSDP, such instruction should be delivered to its broker or the Participating Broker. Subject to what is set out above, all amounts payable by NewGold in respect of the Platinum Debentures will be paid by NewGold in Rand in cash in accordance with the Priority of Payments. All such payments in respect of the Platinum Debentures will further be made without withholding or deduction for or on account of any present or future Taxation, unless such withholding or deduction is required by Applicable Law. If so required, NewGold will make such payments after such withholding or deduction has been made (where applicable) and NewGold will not be obliged to make any additional payments to a Platinum Debenture Holder in respect of such withholding or deduction. CREATION AND REDEMPTION FEES NewGold will not charge Creation Fees or Redemption Fees to investors who buy and sell the Platinum Debentures on the secondary market, including the JSE. Such fees will only be payable on the creation and redemption of Platinum Debentures. However, a Creation Fee will be charged to each Applicant for a single creation of a Platinum Debenture, which Creation Fee will (subject to variation as further detailed below) be equal to 0.15% of the Offer Price of the Platinum Debenture so created (excluding VAT). Payment of the Creation Fee will, in the case of In Specie Subscriptions, be required to be paid to NewGold as a condition to Issue. NewGold will also charge a Redemption Fee to each Platinum Debenture Holder exercising its right to have all or some of its Platinum Debentures redeemed. Such Redemption Fee will be equal to 0.15% of the Redemption Value (excluding VAT) for any single redemption of Platinum Debentures, regardless of the number of Platinum 20

23 Debentures being redeemed. In addition, if NewGold exercises its rights to require the redemption of some or all of the Platinum Debentures in accordance with the Debenture Conditions, it will charge each Platinum Debenture Holder a Redemption Fee equal to 0.15% of the Redemption Value (excluding VAT). NewGold may vary the Creation Fees or Redemption Fees payable at any time by giving one month s prior notice through SENS. PROCEDURES FOR CREATIONS Further Platinum Debentures may be created at any time succeeding the date of this Offering Circular and Pre-listing Statement. There is no minimum or maximum number of Platinum Debentures that must be in issue at any point in time. An Applicant may subscribe for Platinum Debentures by delivering an Application Form to its nominated CSDP, its broker or the Participating Broker as more fully described in the section of this Offering Circular and Pre-listing Statement entitled Offer, Use of Proceeds and Redemptions. Subscriptions in respect of the Offer may be done in specie only and cash subscriptions will not be permitted. Qualifying Applicants making applications in specie will be required to pay the Creation Fee in cash together with their applications. NewGold reserves the right not to accept an Application Form for Platinum Debentures in its discretion. If NewGold elects not to accept an application, it will notify the Applicant forthwith and ensure that any Platinum and/or monies plus any interest accrued thereon received from the relevant Applicant is returned to the Applicant as soon as possible. In respect of all applications for In Specie Subscriptions, the number of Platinum Debentures to be allotted and issued to each Qualifying Applicant will be equal to the number of the troy ounces of Platinum (expressed to three decimal places) deposited by such Qualifying Applicant with the Custodian pursuant to an application, divided by the Initial Quantity as at the relevant Issue Date. Applicants will be returned any excess Platinum and/or monies received by NewGold in connection with the creation of Platinum Debentures, whether arising from an error by the Applicant or from rounding. PROCEDURES FOR REDEMPTIONS A Platinum Debenture Holder may, at any time, by delivering a Redemption Notice to the Manager, require the redemption of one or more Blocks of Platinum Debentures held by it, in cash. Redemptions will be settled five Trading Days after the date on which a valid Redemption Notice is lodged with NewGold or the Manager and the Redemption Date specified in such Redemption Notice. Redemption Notices lodged after 09:00 or on a day which is not a Trading Day will be treated as having been received on the next Trading Day. All monies paid out by NewGold pursuant to the redemptions of Platinum Debentures will be paid in accordance with the Priority of Payments set out in Debenture Condition 8. A Qualifying Debenture Holder who elects to exercise a Platinum Option: (a) will have the relevant Sale Platinum transferred to its Nominated Platinum Account on the Delivery Date; and (b) will be obliged to pay to NewGold the Redemption Fee and any VAT payable on the purchase price of the Sale Platinum in cash. Where the Platinum Option is not exercised simultaneously with the redemption of Platinum Debentures, NewGold will sell the Platinum represented by such Platinum Debentures in the spot market in the Platinum P.M. FIX. Any premium or discount to the price set at the Platinum P.M. FIX obtained or incurred as part of the sale of Platinum will be passed on to the relevant Platinum Debenture Holder. The Sale Proceeds will be converted into Rand at the Rand/US Dollar exchange rate quoted by Absa as at 16:00 on the relevant Redemption Date. NewGold will deduct the Redemption Fee from the Sale Proceeds of such Platinum and, after the deduction of such fee, will utilise the Sale Proceeds to pay the Redemption Value to the Platinum Debenture Holder within five Business Days of the later of the receipt by the Manager of the relevant Redemption Notice or the Redemption Date specified in such Redemption Notice. Platinum Debenture Holders will be required to pay for all Taxation associated with the sales of Platinum (and associated sales or purchases of currency, if any) and these amounts will generally be deducted by NewGold 21

24 from the Sale Proceeds. The amount of Taxation payable will depend on the tax status of the Platinum Debenture Holder in question. MANAGER The Manager is a special purpose company which was incorporated in the RSA in terms of the Companies Act, 61 of 1973, on 18 March 2004 for the specific purpose of acting as manager of NewGold in terms of the ETF. The Manager has an authorised share capital of ordinary par value shares of ZAR1 each, of which 100 ordinary par value shares of ZAR1 each have been issued. A total of 49 of these issued shares (constituting 49% of the issued shares of the Manager) are held by Absa and 51 thereof (constituting 51% of the issued shares of the Manager) are held by the NewGold Owner Trust. The Manager s main business is the provision of asset management and administration services to NewGold. MANAGEMENT AGREEMENT In terms of the Management Agreement the Manager is required, inter alia, to: (a) to oversee the issuing of Platinum Debentures from time to time; (b) to utilise the proceeds derived from the issue of Platinum Debentures to acquire Platinum on behalf of and in the name of NewGold so as to ensure that NewGold s liabilities under the Platinum Debentures are at all times fully hedged; (c) to monitor the performance of the Custodian in terms of the Custody Agreement; (d) to dispose of Platinum at monthly intervals so as to meet the obligations of NewGold in respect of fees and expenses payable from time to time; (e) to monitor the fees and expenses payable by NewGold from time to time and, where applicable, to publish through SENS any alterations necessary to the Monthly Platinum Sales Charge, the Creation Fee and/or the Redemption Fee; (f) to manage the redemption of the Platinum Debentures including, where applicable, the delivery of Sale Platinum to Qualifying Debenture Holders exercising a Platinum Option; (g) to act as calculation agent under the Platinum Debentures in relation to, inter alia, the Offer Price, the Creation Fee, the Redemption Value and the Redemption Fee in respect of the Platinum Debentures; (h) to render administrative, bookkeeping and clerical advice and services to NewGold, including: (i) i. the maintenance of all Accounting Records; ii. iii. iv. the preparation of all Taxation returns and the submission thereof to the relevant authorities; the operation and opening of all bank accounts on behalf of and in the name of NewGold; the appointment and dismissal of professional and other advisers, including brokers, auditors and attorneys, after consultation with NewGold; v. liaising with the JSE and other exchanges on which the Platinum Debentures may from time to time be listed, with Strate and all regulatory bodies having jurisdiction over NewGold and/or the Platinum Debentures; and to ensure compliance by NewGold with all Applicable Laws. The Manager has been appointed as the exclusive agent and manager of NewGold and is not entitled to act as manager to any other person or entity. In rendering its services to NewGold in terms of the Management Agreement, the Manager has to comply with the instructions given to it by NewGold s Board and is obliged to report to NewGold s Board in relation to the activities of the Manager and the performance by it of its duties under the Management Agreement. The Manager is, in terms of the Management Agreement, entitled to sub-contract certain or all of its obligations under the Management Agreement with the prior written consent of NewGold s Board. However, notwithstanding the entering into of such subcontracts, the Manager will remain liable to NewGold for the performance of each sub-contractor. 22

25 In consideration for the services rendered by the Manager to NewGold in terms of the Management Agreement, the Manager is entitled to a management fee and to be reimbursed for all costs incurred by it in relation to the services performed by it in terms of the Management Agreement. The management fee shall never exceed an amount equivalent to the Monthly Platinum Sales Charge, after deduction of the additional fees and expenses of NewGold further detailed in the table on pages 26 to 27 hereof. NewGold will meet its obligations in respect of payment of the aforementioned management fee by disposing of Platinum on a monthly basis and reducing the Reference Quantity of Platinum in the Monthly Platinum Sales Charge. Information regarding, inter alia, the total expense ratio of the ETF (which is an annualised figure calculated every quarter), the NAV and the reference price in connection with the ETF will be published by NewGold on a daily basis on the website The appointment of the Manager in terms of the Management Agreement will terminate upon the liquidation or dissolution of NewGold. In addition, the Management Agreement may be terminated by either the Manager or NewGold on not less than 30 Trading Days prior written notice to the other of them to such effect. The Management Agreement may also be terminated by NewGold at any time in the event that the Manager is wound-up (whether provisionally or finally) or placed under judicial management or otherwise breaches its obligations under the Management Agreement. The Manager is not liable for any loss suffered by NewGold in connection with the performance of the Manager s duties under the Management Agreement, except where such loss results from fraud, wilful default or gross negligence on the part of the Manager or in connection with the performance or non-performance of, or the reckless disregard by the Manager of its obligations and duties under the Management Agreement. NewGold has further indemnified the Manager against all liabilities, damages, costs, claims and expenses incurred by it in the performance or non-performance of its obligations and duties under the Management Agreement, save for instances where such loss arises from the fraud, wilful default or gross negligence by the Manager in the performance or non-performance of its obligations and duties or, from the reckless disregard by the Manager of its obligations and duties under the Management Agreement. The full names, ages, addresses and occupations of the directors of the Manager are set out below: Edward Montagu Southey (Chairman) Age: 71 Nationality: South African Qualification: BA LLB Business address: 10 Fricker Road, Illovo Boulevard, Johannesburg, 2196 Occupation and experience: Practising Attorney Directorships/partnerships in the five years preceding the date of this Offering Circular and Pre-listing Statement: Accelerator Fund 1 Proprietary Limited, Accelerator Fund 1 Security SPV Proprietary Limited, Accelerator Fund 2 Proprietary Limited, Accelerator Fund 2 Security SPV Proprietary Limited, Accelerator Fund 3 Proprietary Limited, Accelerator Fund 3 Security SPV Proprietary Limited, Assore Limited, Attorneys Insurance Indemnity Fund, Auto Series Investments Limited, Blue Granite Investments No. 1 Proprietary Limited, Blue Granite Investments No. 2 Proprietary Limited, Blue Granite Investments No. 3 Proprietary Limited, Blue Granite Investments No. 4 Proprietary Limited, Blue Granite Investments No. 5 Proprietary Limited, Blue Granite No. 1 Security SPV Proprietary Limited, Blue Granite No. 2 Security SPV Proprietary Limited, Blue Granite No. 3 Security SPV Proprietary Limited, Blue Granite No. 4 Security SPV Proprietary Limited, Collaterised Auto Receivables Securitisation 1 Guarantor Proprietary Limited, DHB Investments Proprietary Limited, Eagle Newco Number One Proprietary Limited, Eagle Security Co Number One Proprietary Limited, Edu Loan Capital Proprietary Limited, Epoch Investment Holdings Limited, Epoch Two Investment Holdings Limited, Fintech Lease Rentals Proprietary Limited, FNB Retail Equities Nominees Proprietary Limited, Grainflow Investments Limited, Grayston Conduit 1 Proprietary Limited, Home Obligors Mortgage Enhanced Securities Proprietary Limited, Indwa Investments Limited, ivuzi Investments Limited, Lexshell 596 Investments Proprietary Limited, Lexshell 624 Investments Proprietary Limited, Main Street 65 Proprietary Limited, Main Street 220 Proprietary Limited, Main Street 367 Proprietary Limited, Main Street 728 Proprietary Limited, Main Street 789 Proprietary Limited, Maitland Executors Limited, Maitland Trust Limited, Maitland Trust (KZN) Proprietary Limited, Maitland FS Holdings Proprietary Limited, MBT Channel Capital Proprietary Limited, Micawber 388 Proprietary Limited, Mondi SSC (SA) Proprietary Limited, NBC Future Guard Security SPV Proprietary Limited, NewFunds Proprietary Limited, NewGold Issuer Limited (RF), Newgold Managers Proprietary Limited, Nqaba Finance 1 Proprietary Limited, Private Commercial Mortgages Proprietary Limited, Private Mortgages 1 Proprietary Limited, Private Mortgages 2 Proprietary Limited, Private Mortgages 3 Proprietary Limited, Procul Limited, Philco One Hundred and Twenty Eight Proprietary Limited, Sanlam Home Loans 101 Security 23

26 SPV Proprietary Limited, Sanlam Home Loans 102 Proprietary Limited, Sanlam Home Loans 102 Security SPV Proprietary Limited, Sanlam Home Loans 103 Proprietary Limited, Sanlam Home Loans 103 Security SPV Proprietary Limited, Schindler Lifts SA Proprietary Limited, Security SPV 1 Proprietary Limited Security SPV 2 Proprietary Limited, Security SPV 3 Proprietary Limited, Security SPV 4 Proprietary Limited, Secured Mortgages One Proprietary Limited, South African Securitisation Programme Proprietary Limited (RF), Tarl Investment Holdings Limited, The Oppenheimer Trust Proprietary Limited, Theseus Trustees (South Africa) Proprietary Limited, Trackhedge Proprietary Limited, Trackhedge Managers Proprietary Limited, Usat Trust Limited, Vukile Investment Property Securitisation Proprietary Limited. Edwin Marcus Letty Age: 71 Nationality: South African Qualifications: Admitted Attorney, Notary and Conveyancer Business address: 32 Fricker Road, Illovo Boulevard, Johannesburg, 2196 Occupation and experience: Attorney, notary and conveyancer, CEO and director of various companies; Directorships/partnerships in the five years preceding the date of this Offering Circular and Pre-listing Statement: Amber House Fund 2 Security SPV (RF) Proprietary Limited, Blue Granite Investments No. 5 Security SPV Proprietary Limited, Brandmark Proprietary Limited, Business Venture Investments No 1539 Proprietary Limited, Collateralised Auto Receivables Securitisation 1 Guarantor, Columbia Falls Properties 118 Proprietary Limited, ERS No1 Security SPV Proprietary Limited, Eagle Newco Number One, Eagle Security co Number One, Fedtrust, Fedprop, Fedbond Life Limited, Fedbond Nominees, Fedbond Participation Mortgage Bond Managers,Fedtrust Nominees,Fedgroup Management, Grayston Conduit 1 Security SPV 1, Grayston Conduit 1 Security SPV 2, Grayston Conduit 1 Security SPV 4, Grayston Conduit 1 Security SPV 5, Home Obligors Mortgage Enhanced Securities Security SPV Series 1, Home Obligors Mortgage Enhanced Securities Security SPV Series 2, Home Obligors Mortgage Enhanced Securities Security SPV Series 3, La Maison Vinasse, La Vinasse Vineyards, Main Branch Investments 40, NBC Future Guard, NBC Pension Backed Lending Guarantor SPV, NewFunds, Newgold Issuers Proprietary Limited, Newgold Managers Proprietary Limited, Newshelf 839 Limited, Private Commercial Mortages Security Mortgages Security SPV Series 1 Proprietary Limited, Private Commercial Mortages Security Mortgages Security SPV Series 2 Proprietary Limited,Private Mortgages,1 Security SPV Proprietary Limited, Private Mortgages,2 Security SPV Proprietary Limited, Private Mortgages,3 Security SPV Proprietary Limited, Rich Rewards Trading 669 Proprietary Limited, Sanlam Home Loans 101 Security SPV Proprietary Limited, Sanlam Home Loans 102 Security SPV Proprietary Limited, Sanlam Home Loans 102 Proprietary Limited, Sanlam Home Loans 103 Proprietary Limited, Sanlam Home Loans 103 Security SPV,Security SPV 1 Proprietary Limited, Security SPV 2 Proprietary Limited, Security SPV 3 Proprietary Limited, Security SPV 4 Proprietary Limited, Tennant Benefit Consultants Proprietary Limited, The EThekwini Fund 6 Security SPV Proprietary Limited, The EThekwini Fund 7 Security SPV Proprietary Limited, The EThekwini Fund 8 Security SPV Proprietary Limited, The EThekwini Fund Private Placements Security SPV Proprietary Limited, The EThekwini Warehousing Conduit Proprietary Limited The EThekwini Warehousing Conduit Security SPV Proprietary Limited, The South African Home Loans Hedge Company Proprietary Limited, Tiddlers Proprietary Limited, Trackhedge Managers Proprietary Limited, Trackhedge Proprietary Limited, Vukile Investments Property Securitisation Proprietary Limited. Vladimir Nedeljkovic Age: 49 Nationality: South African Qualifications: BSc (Honours) in Electrical Engineering; MSc in Electrical Engineering; PhD in Applied Mathematics; Masters of Business Administration Business address: 15 Alice Lane, Sandton, 2196 Occupation and experience: Head of Investments at Absa Capital Dr Nedeljkovic is Absa Capital s Principal, Head of Investments. He has played a key role in the development of Absa s ETF business, as well as in the development of innovative ETF products. His qualifications include a Bachelor of Science (Honours) degree in Electrical Engineering from the University of Belgrade, as well as a Master of Science degree in Electrical Engineering from the same institution. In 1996 he attained a PhD degree in Applied Mathematics at the University of the Witwatersrand, and in 2002 he completed a Master of Business Administration degree at Wits Business School. He was awarded a first class pass for his MBA, together with the CAMAF Award for The Best MBA Student in Quantitative Method Topics. 24

27 Kurt Wade van Staden (alternate to Edward Montagu Southey) Age: 41 Nationality: South African Qualifications: BJuris, LLB, MBA Business address: 32 Fricker Road, Illovo Boulevard, Johannesburg, 2196 Occupation and experience: Head of Legal and Compliance for an Asset Management Company, provision of various fiduciary services (independent trustee/ and directorships) to special purpose vehicles used in both private and public investment structures. NewGold Managers Proprietary Limited Registration number 2004/007543/07 7th Floor, Absa Towers West 15 Troye Street Johannesburg 2000 South Africa CUSTODY AGREEMENT In terms of the Custody Agreement, NewGold has appointed the Custodian as its initial custodian of Platinum. Further, in terms of the Custody Agreement, NewGold shall open: (a) a single Unallocated Platinum Account with the Custodian to which (subject to what is stated below) Platinum, will be credited and against which all Platinum sold by the Issuer to defray its administrative and other costs will be debited; and (b) an Allocated Platinum Account with the Custodian to which the balance of all Platinum held by NewGold from time to time will be credited. For practical purposes the Custodian may not be in a position to allocate more than a specified amount of Platinum to NewGold s Allocated Platinum Account per day. NewGold is entitled to direct the Custodian to dispose of Platinum standing to the credit of NewGold s Unallocated Platinum Account from time to time for the purpose of, inter alia, funding the operating costs and expenses of NewGold. In terms of the Custody Agreement, in order to mitigate a commingling risk, all Platinum held in the Allocated Platinum Account of NewGold will be segregated from and be separately identified from all other Platinum and other assets of the Custodian (and its other clients) by making use of unique identifying numbers. This Platinum will be marked as belonging to NewGold. The Custodian has further acknowledged that it will have no ownership of or other interests in or to any Platinum reflected in the Allocated Platinum Account of NewGold or in the Unallocated Platinum Account of NewGold, and that all such ownership and other rights will vest solely in NewGold. In terms of the Custody Agreement, NewGold will only take delivery of Platinum in the form of ingots or plates complying with the rules of the LPPM relating to good delivery and fineness in effect from time to time and accordingly, the Custodian has been instructed to refuse to accept delivery of any Platinum in any other form. In terms of the Custody Agreement, the Custodian is responsible for the secure safe holding of the Platinum belonging to NewGold. NewGold is, however, entitled to inspect the security arrangements at any time to ensure that it conforms with the standards required by its insurers. With regard to insurance, the Custodian is obliged to arrange insurance cover to the reasonable satisfaction of NewGold, of such a nature that the interests of NewGold equal to the total value of NewGold s Platinum holdings, is adequately insured. In consideration for the services rendered by the Custodian to NewGold in terms of the Custody Agreement (including insurance premiums and the like), NewGold will pay to the Custodian a fee calculated on the daily balance of the Allocated Platinum Account of NewGold. Such fee will be deducted from the balance of NewGold s Unallocated Platinum Account on the first day of each calendar month. 25

28 BRIDGING LOAN AGREEMENT In terms of the Bridging Loan Agreement, NewGold is entitled to draw down amounts made available under the Bridging Loan Agreement in order to: (a) maintain the corporate status of NewGold and meet its liabilities in respect of, inter alia, management and custodial fees; and (b) fund timing mismatches between the payment of VAT by NewGold on the purchase of Platinum and the receipt by NewGold of input VAT credits from the South African Revenue Services. The maximum amounts that NewGold will be entitled to draw down at any point in time under the Bridging Loan Agreement is capped at ZAR All amounts repayable by NewGold to Absa under the Bridging Loan Agreement will be unsecured but will be paid in priority to the amounts payable by NewGold upon the redemption of the Platinum Debentures and will be paid in accordance with the Priority of Payments. No interest will be payable on amounts drawn down under the Bridging Loan Agreement. MATERIAL CONTRACTS Save for the Transaction Documents, no material contracts have been entered into by NewGold, either verbally or in writing. FEES AND EXPENSES The fees and expenses which NewGold may incur in conducting the ETF may include: (a) preliminary expenses in relation to the Offer, including but not limited to, legal fees, sponsor and corporate advisory fees, where Absa has given an undertaking in favour of NewGold to pay all such preliminary expenses payable by NewGold if insufficient applications are received by NewGold for the Platinum Debentures; (b) management fees payable by NewGold to the Manager in terms of the Management Agreement; (c) fees payable to the Custodian in terms of the Custody Agreement; (d) costs of NewGold in publishing information and/or giving notice to the Platinum Debenture Holders; (e) all financial reporting and compliance costs of NewGold; (f) all fees payable to the JSE and other regulatory bodies; and (g) any promotion costs in connection with the Offer and Subsequent Issues made pursuant to this Offering Circular and Pre-listing Statement. Information regarding, inter alia, the total expense ratio of the ETF (which is an annualised figure calculated every quarter), the NAV and the reference price in connection with the ETF will be published by NewGold on a daily basis on the website The following table sets out the anticipated fees and other amounts payable by NewGold on an annual basis. The figures in this table have been provided for illustration purposes only and may be subject to change: FEE AND/OR EXPENSE Management fees AMOUNT In terms of the Management Agreement, NewGold is obliged to pay the Manager a fee equal to 100.1% of all expenses (including the compensation of all the Manager s employees, consultants and sub-contractors associated with discharging the Manager s obligations under the Management Agreement) incurred by the Manager in discharging his obligations under the Management Agreement, subject to a maximum fee in an amount equivalent to the Monthly Platinum Sales Charge, after deduction of the fees and expenses set out below. In addition NewGold is obliged to reimburse the Manager with all costs and expenses reasonably and properly incurred by the Manager in rendering the services in terms of the Management Agreement. 26

29 FEE AND/OR EXPENSE Custodial fees JSE fees AMOUNT In terms of the Custody Agreement, NewGold is obliged to pay the Custodian an annual all inclusive fee of 0.08% of the daily balance of the Allocated Platinum Account of NewGold, payable quarterly in arrears. Initial listing fees R (including VAT) The annual listing fees payable to the JSE shall be calculated at 1 basis point of the value of the ETF with a maximum of R (including VAT). DIVIDENDS NewGold may declare and pay a dividend to its shareholder, namely NewGold Owner Trust. This will be sourced from the Monthly Platinum Sales Charge and the Creation and Redemption Fees after all fees and expenses have been paid. FORM OF PLATINUM DEBENTURES Dematerialisation The Platinum Debentures will only be issued by NewGold to successful Applicants in Dematerialised form. Therefore, all Applicants must appoint a CSDP directly or through a broker to receive and hold the Platinum Debentures on their behalf. Should any Platinum Debenture Holder require a physical certificate for its Platinum Debentures, it will have to rematerialise same and should contact its broker or CSDP to do so. It should be noted that there are risks associated with holding Platinum Debentures in certificated form, including the risk of loss or tainted scrip, which are no longer covered by the JSE Guarantee Fund Trust. All Platinum Debenture Holders who elect to convert their Platinum Debentures into Certificated Debentures should realise that they will have to dematerialise their Platinum Debentures should they wish to trade them under the terms of Strate. Each Applicant s duly appointed CSDP or broker will receive the Platinum Debentures on its behalf against receipt of the Offer Price by the Applicant s CSDP or, in the case of In Specie Subscriptions receipt of confirmation. Notes issued in certificated form Notes which are listed on the Main Board of the JSE on the JSE s ETF sub-sector and/or lodged and immobilised in the CSD may, subject to applicable laws and the Applicable Procedures, be issued in certificated form. If applicable, each such Note will be in registered form, and the CSD s Nominee will be named in the Register as the registered holder of such Notes. Should any Notes in certificated form need to be posted by NewGold, such notes will be sent by registered post only. All certificated Notes will be represented by single individual certificates in registered form. Notes represented by individual certificates will be registered in the Register in the name of the individual holders of such Notes. The Issuer shall regard the Register as the conclusive record of title to the Notes represented by individual certificates. Notes issued in uncertificated form Notes which are listed on the Main Board of the JSE on the JSE s ETF sub-sector may, subject to applicable laws and Applicable Procedures, be issued in uncertificated form in terms of section 37 of the Securities Services Act. Notes issued in uncertificated form will not be represented by any certificate or written instrument. Notes issued in uncertificated form will be held by the CSD, and the CSD s Nominee will be named in the Register as the registered holder of that Note. Beneficial Interests in Notes held in the CSD Notes which are listed on the Main Board of the JSE on the JSE s ETF sub-sector will either be issued in certificated form or be issued in uncertificated form and held in the CSD. Unlisted Notes may also be lodged in the CSD. While Notes are held in the CSD, the CSD s Nominee will be named in the Register as the sole holder of such Notes. The CSD will hold the Notes subject to the Securities Services Act and the Applicable Procedures. All amounts to be paid and all rights to be exercised in respect of Notes held in the CSD will be paid to and may be exercised only by the CSD s Nominee for the holders of Beneficial Interests in such Notes. 27

30 The CSD maintains central securities accounts only for CSDP s. As at the date of the Offering Circular and Pre-listing Statement, the CSDP s are Absa, FirstRand Bank Limited, Nedbank Limited, The Standard Bank of South Africa Limited, the South African Reserve Bank, Citibank NA South African branch, Computershare Limited, Eskom Holdings SOC Limited, Link Investor Services, Standard Chartered Bank Johannesburg branch and Société Générale Johannesburg branch. Beneficial Interests which are held by CSDP s will be held directly through the CSD, and the CSD will hold such Beneficial Interests, on behalf of such CSDP s, through the central securities accounts maintained by the CSD for such CSDP s. The CSDP s are in turn required to maintain securities accounts for their clients. Beneficial Interests which are held by clients of CSDP s will be held indirectly through such CSDP s, and such CSDP s will hold such Beneficial Interests, on behalf of such clients, through the securities accounts maintained by such participants for such clients. The clients of CSDP s may include the holders of Beneficial Interests in the Notes or their custodians. The clients of CSDP s, as the holders of Beneficial Interests or as custodians for such holders, may exercise their rights in respect of the Notes held by them in the CSD only through their participants. Euroclear Bank S.A./N.V. as operator of the Euroclear System ( Euroclear ) and Clearstream Banking, société anonyme, (Clearstream Luxembourg) ( Clearstream ) may hold Notes through their CSDP. Title to Beneficial Interests held by CSDP s directly through the CSD will pass on transfer thereof by electronic book entry in the central securities accounts maintained by the CSD for such CSDP. Title to Beneficial Interests held by clients of CSDP s indirectly through such CSDP s will pass on transfer thereof by electronic book entry in the security accounts maintained by such CSDP s for such clients. Beneficial Interests may be transferred only in accordance with the Applicable Procedures. Holders of Beneficial Interests vote in accordance with the Applicable Procedures. 28

31 7. OFFER, USE OF PROCEEDS AND REDEMPTIONS Words used in this section shall have the same meaning as defined in section 4 of this Offering Circular and Pre-listing Statement, unless they are defined in this section or the use thereof is clearly inappropriate from the context. PURPOSE OF THE OFFER The main purpose of the Offer is for NewGold to raise debt capital in order to acquire Platinum as more fully described in this Offering Circular and Pre-listing Statement. As such it would also afford potential investors the opportunity to invest in debt instruments reflecting the Platinum price from time to time. There is no minimum amount which, in the opinion of the directors of NewGold must be raised by the issue of Platinum Debentures, NewGold having received an undertaking from Absa to pay all preliminary and other expenses payable by NewGold if insufficient applications are received. We expect that investors will purchase and sell Platinum Debentures primarily in the Secondary Market. OFFER The Offer comprises an offering of Platinum Debentures referencing a maximum of troy ounces of Platinum, at the Offer Price, to institutional and retail investors in the RSA. The publication, issue and/or distribution of this Offering Circular and Pre-listing Statement does not constitute an offer where the Offer may be illegal or may fail to conform to the laws of such jurisdiction. To the extent that this Offering Circular and Pre-listing Statement may be sent to or distributed in any such jurisdiction, it is provided for information purposes only and no person situated in such jurisdiction may accept the Offer. No such person wishing to accept the Offer may use the mail of any such jurisdiction or any means, instrumentality or facility in any such jurisdiction for any purpose, directly or indirectly, relating to the Offer. It shall be the responsibility of any person resident in a jurisdiction outside the RSA to inform himself about, and to observe, any applicable legal requirement in the relevant jurisdiction. OFFER PRICE The Offer Price for each Platinum Debenture will be based on the value of the Initial Quantity to which that Platinum Debenture is linked at the Issue Date thereof (in the case of In Specie Subscriptions). Accordingly, any increase in the price of Platinum will result in an increase in the Offer Price. The Offer Price is expected to be in the region of ZAR per Platinum Debenture. There can, however, be no guarantee that the price of Platinum will not change between the date of this Offering Circular and Prelisting Statement and the Issue Date of the relevant Platinum Debentures and the actual Offer Price as at the Issue Date will be published on SENS. The full Offer Price for each Platinum Debenture is payable in full, in Rand, without any deduction or set-off on the Issue Date of such Platinum Debenture. APPLICATIONS IN RESPECT OF THE OFFER Applications for Platinum Debentures must be based on either the total quantity of Platinum or the total monetary amount Applicants wish to invest in Platinum Debentures and not on a specific number of Platinum Debentures. By completing an Application Form, an Applicant will be deemed to have offered to acquire the maximum number of Platinum Debentures that may be applied for with the relevant quantity or amount specified in the Application Form. All applications for the Offer will be made on the terms and conditions set out in this Offering Circular and Pre-listing Statement and the annexures hereto. Application may only be made for Platinum Debentures in Dematerialised form and Applicants may be called upon for evidence of their authority or capacity to apply for Platinum Debentures. A Controlled Client should deliver the Application Form marked Platinum Debentures Offer (In Specie Subscriptions) to its broker or the Participating Broker or, at the risk of the Applicant, post the Application Form marked Platinum Debentures Offer (In Specie Subscriptions) to the Participating Broker who will lodge the Application with its nominated CSDP. Any Non-Controlled Client should, at the risk of the Applicant, post the Application Form marked Platinum Debentures Offer (In Specie Subscriptions) to its CSDP. In relation to In Specie Subscriptions, Qualifying Applicants should deposit the relevant quantity of Platinum with the Custodian. 29

32 Investors should be aware that the applicable Creation Fee, together with VAT thereon, will be deducted from any payment accompanying their Applications and, accordingly, only the net amount will be invested in Platinum Debentures. Applications may be accepted in whole or in part. If no part of an application is accepted, all of the Platinum deposited and/or money paid on application will be returned without interest. If an application is accepted in part only, the balance of the Platinum deposited and/or money paid on application will be returned either by electronic funds transfer or ordinary post without interest, and the balance of the Platinum deposited will be returned through the Custodian, with the relevant Applicant bearing the risk of loss. Any person applying for or accepting an offer of Platinum Debentures on behalf of another, shall be deemed to have represented to NewGold that such person is duly authorised to do so and warrants that it and the purchaser for whom it is acting as agent are duly authorised to do so in accordance with all Applicable Laws and such person guarantees the payment of the Offer Price and that a copy of this Offering Circular and Pre-listing Statement was in the possession of the relevant purchaser for whom it is acting as agent. The basis of allocation of the Platinum Debentures in the Offer will be determined by the Manager on an equitable basis after consultation with NewGold. Applicants may receive no Platinum Debentures or fewer Platinum Debentures than envisaged by the Applicant when making application. Applications may be rejected for non-compliance with the Financial Intelligence Centre Act, 38 of 2001, failure to comply with the time periods for applications stipulated in this Offering Circular and Pre-listing Statement and in the event of over subscription. However, a successful Applicant will not receive an allocation of a lesser number of Platinum Debentures than any other successful applicant that applied for the same or a lesser number. If an application is rejected (whether in whole or in part), any Platinum will be returned to the unsuccessful Applicant in question on the Business Day immediately following the decision not to accept such subscription (in part or in full). The minimum application in the case of In Specie Subscriptions is 4000 troy ounces of Platinum and there is no maximum application. OPENING AND CLOSING OF OFFER The Offer opens at 09:00 on Friday, 19 April 2013 and closes at 17:00 on Friday, 19 April Investors must advise their CSDP or broker of their acceptance of the Offer in the manner and by the cut-off time stipulated by their CSDP or broker. In Specie Subscriptions Only Qualifying Applicants may subscribe for Platinum Debentures in specie. Qualifying Applicants subscribing for Platinum Debentures in specie will be obliged to subscribe for Platinum Debentures in one or more Blocks and will be required to deposit the relevant Platinum with the Custodian together with an instruction that such Platinum is to be transferred to the Allocated Platinum Account of NewGold. Qualifying Applicants wishing to subscribe in specie should complete the Application Form attached as Annexure C1 to this Offering Circular and Pre-listing Statement, together with both confirmation that Platinum has been deposited with the Custodian and that the Qualifying Applicant is in possession of all necessary licences, consents and approvals to buy, own and be in possession of and/or otherwise deal in Platinum. Prior to the close of trading on the Trading Day preceding the Issue Date in respect of the Offer, the Manager (or its duly appointed agent) will determine and specify the number of Platinum Debentures to be issued for the following Trading Day. If an application is accepted, the Qualifying Applicant will receive an acknowledgment confirming that the application has been accepted. Qualifying Applicants will be informed of the number of Platinum Debentures allocated to them by their CSDP or broker (as may be applicable). If, after the application is accepted, there is a surplus subscription amount (being either in the form of Platinum or cash) the balance of the Platinum or Creation Fees paid by the Applicant, in excess of ZAR50, will be returned to the Qualifying Applicant, with interest. Amounts less than ZAR50 will be used to defray the expenses incurred by NewGold. If, after the issue of the Platinum Debentures under the Offer, it transpires that a Qualifying Applicant s subscription (net of the Creation Fee) is not an exact multiple of the Offer Price under the Offer, then the Qualifying Applicant will be issued with so many Platinum Debentures as may be fully paid out of the subscription allocation (less the Creation Fee) and the balance of the Qualifying Applicant s cash and/or Platinum (as may be applicable) will be returned to the Applicant without interest, after applying the first ZAR50 to defray expenses of NewGold. Each Qualifying Applicant must, as soon as possible after being informed by its CSDP or broker that its application has been successful, whether in whole or in part, forward to its CSDP or broker all information required by that CSDP or broker and must instruct the Custodian to deliver to NewGold that quantity of 30

33 Platinum as is necessary to set-off against the Offer Price to the Allocated Platinum Account of NewGold. Such information and instructions must be confirmed by the Qualifying Applicant s CSDP or broker by no later than the close of trading on the Business Day prior to the Issue Date. Accordingly, each Qualifying Applicant must (together with its Application Form) ensure that the Custodian is in a position to inform the Qualifying Applicant s CSDP to commit in Strate to receipt of the Platinum Debentures against confirmation of the transfer of the Platinum to NewGold. On the Issue Date, the Platinum Debentures will be credited to the Qualifying Applicant s CSDP or broker upon payment of Strate settlement loans which occur throughout the day. NO UNDERWRITING The Offer is not underwritten. APPLICABLE LAW The Offer, applications and acceptances will be governed by, construed and interpreted in accordance with the laws of the RSA and each Applicant will be deemed, by applying for Platinum Debentures to have consented and submitted to the jurisdiction of the South Gauteng High Court, Johannesburg in relation to all matters arising out of or in connection with the Offer. USE OF PROCEEDS The proceeds derived by NewGold from the issue of the Platinum Debentures will be used by NewGold to acquire Platinum, which is to be retained and used by NewGold on the basis more fully described in this Offering Circular and Pre-listing Statement. For purposes of the Commercial Paper Regulations it is recorded that the Ultimate Borrower, as defined in the Commercial Paper Regulations, of the net proceeds from the Platinum Debentures will be the Issuer. SUBSEQUENT ISSUES Offers to subscribe for further Platinum Debentures after the Offer will not be made to the public and, in addition to the aforegoing, will only be made to Qualifying Applicants. Any Qualifying Applicant wishing to acquire one or more Blocks of Platinum Debentures may apply to the Manager for a Subsequent Issue to be made to it on the same basis as the Offer, save that: (a) a Qualifying Applicant may only subscribe in specie by arranging the deposit of Platinum into the Allocated Platinum Account of NewGold with the Custodian; (b) the opening and closing date of Subsequent Issues will be published on SENS; and (c) the minimum subscription will be a Block. All applications made in respect of a Subsequent Issue will be made by Qualifying Applicants for subscription in specie only on the same basis as set out in this Offering Circular and Pre-listing Statement under the heading Applications in respect of the Offer (In Specie Subscriptions) save that the relevant Application Form to be utilised by an investor shall be the Application Form attached to this Offering Circular and Pre-listing Statement as Annexure C2, being the Application Form marked Platinum Debentures Subsequent Issue (In Specie Subscriptions). In respect of Subsequent Issues, the minimum application is for a Block of Platinum Debentures. The Offer Price for each Platinum Debenture issued pursuant to Subsequent Issues will be determined on the same basis as the Offer Price in respect of the Offer. This Offering Circular and Pre-listing Statement does not, however, relate to any Subsequent Issue or to any application made in respect thereof. OPTIONAL REDEMPTION AT THE INSTANCE OF NEWGOLD NewGold may redeem all, but not only some, of the Platinum Debentures at their Redemption Value as at the date thereof, having given not less than 30 and not more than 90 Business Days written notice to Platinum Debenture Holders (given in accordance with the Debenture Conditions and which notice shall be irrevocable) if: (a) any of the Transaction Documents become illegal or unenforceable for any reason whatsoever and such illegality or unenforceability cannot be remedied by reasonable measures open to NewGold; or 31

34 (b) as a result of any change in or amendment to, the application or interpretation of any existing or new Applicable Law, NewGold is or would be required to deduct or withhold from any payments on the Platinum Debentures any amounts as provided or referred to in Debenture Condition 11, and such requirement cannot be avoided by NewGold taking reasonable measures available to it. NewGold may redeem all, but not only some, of the Platinum Debentures held by a specific Platinum Debenture Holder (as opposed to all of the Platinum Debenture Holders) at their Redemption Value as at the date thereof, having given not less than 30 and not more than 90 Business Days written notice to the relevant Platinum Debenture Holder (given in accordance with the Debenture Conditions and which notice shall be irrevocable) if NewGold is reasonably of the view that the continued holding by such Platinum Debenture Holder of Platinum Debentures may result in NewGold falling foul of the provisions of the Financial Intelligence Centre Act, 2001, or any other Applicable Law. OPTIONAL REDEMPTION AT THE INSTANCE OF PLATINUM DEBENTURE HOLDER A Platinum Debenture Holder may, provided that the Conditions to Redemption have been met, redeem all or some of the Platinum Debentures held by it in full (but not in part) at their Redemption Value as at the date thereof, having given not less than five Trading Days written notice to NewGold and the Manager to that effect. MANDATORY REDEMPTION FOLLOWING AN EVENT OF DEFAULT Upon the occurrence of an Event of Default, NewGold will advise the Platinum Debenture Holders of the occurrence of such event and shall, if requested to do so by Platinum Debenture Holders by a Special Resolution to that effect, be obliged to redeem all the Platinum Debentures at their Redemption Value at the date of the occurrence of such Event of Default. 32

35 8. SETTLEMENT, CLEARING AND TRANSFER OF PLATINUM DEBENTURES Words used in this section shall have the same meaning as defined in section 4 of this Offering Circular and Pre-listing Statement, unless they are defined in this section or the use thereof is clearly inappropriate from the context. Notes listed on the Main Board of the JSE on the JSE s ETF sub-sector and/or held in the CSD Platinum Debentures which are listed on the Main Board of the JSE on the JSE s ETF sub-sector in certificated or in uncertificated form will be held in the Strate System. Unlisted Notes may also be held in the Strate System. CLEARING SYSTEMS Platinum Debentures listed on the Main Board of the JSE on the JSE s ETF sub-sector and/or unlisted Platinum Debentures that are held in the Strate System will be issued, cleared and settled in accordance with the rules and operating procedures for the time being of the JSE and the CSD through the electronic settlement system of the CSD. Such Platinum Debentures will be cleared by CDSP s who will follow the electronic settlement procedures prescribed by the JSE and the CSD. The CSD has, as the operator of an electronic clearing system, been appointed by the JSE to match, clear and facilitate the settlement of transactions concluded on the JSE. Subject, as aforesaid, each tranche of Notes which is listed on the Main Board of the JSE on the JSE s ETF sub-sector and/or unlisted Platinum Debentures that are held in the CSD will be issued, cleared and transferred in accordance with the Applicable Procedures and the Debenture Conditions, and will be settled through Participants who will comply with the electronic settlement procedures prescribed by the JSE and the CSD. The Notes may be accepted for clearance through any additional clearing system as may be agreed between the JSE and the Issuer. All costs incurred in respect of Secondary Market Trades will be for the account of the applicable Platinum Debenture Holder. SETTLEMENT AND CLEARING CSDP s will be responsible for the settlement of scrip and payment transfers through the CSD, the JSE and the South African Reserve Bank. While Platinum Debentures are held in the CSD, the CSD s Nominee will be named in the Register as the sole Platinum Debenture Holder of the relevant Platinum Debenture. All amounts to be paid and all rights to be exercised in respect of Platinum Debentures held in the CSD will be paid to and may be exercised only by the CSD s Nominee for the holders of Beneficial Interests in such Platinum Debentures. In relation to each person shown in the records of the CSD or the relevant CSDP, as the case may be, as the holder of a Beneficial Interest in a particular nominal amount of Notes, a certificate or other document issued by the CSD or the relevant Participant, as the case may be, as to the nominal amount of such Notes standing to the account of such person shall be prima facie proof of such Beneficial Interest. The CSD s Nominee (as the registered Platinum Debenture Holder of such Notes named in the Register) will be treated by the Issuer, the Transfer Agent and the relevant CSDP as the holder of that aggregate nominal amount of such Notes for all purposes. Payments of all amounts in respect of the Platinum Debentures which are listed on the Main Board of the JSE on the JSE s ETF sub-sector and held in the CSD will be made to the CSD s Nominee, as the registered Platinum Debenture Holder of such Platinum Debentures, which in turn will transfer such funds, via the CSDP s, to the holders of Beneficial Interests. Each of the persons reflected in the records of the CSD or the relevant CSDP, as the case may be, as the holders of Beneficial Interests in Notes shall look solely to the CSD or the relevant CSDP, as the case may be, for such person s share of each payment so made by (or on behalf of) the Issuer to, or for the order of, the CSD s Nominee, as the registered Holder of such Platinum Debentures. Payments of all amounts in respect of the Platinum Debentures which are listed on the Main Board of the JSE on the JSE s ETF sub-sector and held in the CSD will be recorded by the CSD s Nominee, as the registered Platinum Holder of such Platinum Debentures, distinguishing between interest and principal, and such record of payments by the CSD s Nominee, as the registered Platinum Holder of such Platinum Debentures, shall be prima facie proof of such payments. 33

36 TRANSFERS AND EXCHANGES Title to Beneficial Interests held by clients of CSDP s indirectly through such CSDP s will pass on transfer thereof by electronic book entry in the securities accounts maintained by such CSDP s for such clients. Title to Beneficial Interests held by CSDP s directly through the CSD will pass on transfer thereof by electronic book entry in the central securities accounts maintained by the CSD for such CSDP s. Beneficial Interests may be transferred only in accordance with the Applicable Procedures. RECORDS OF PAYMENTS, TRUST AND VOTING Neither the Issuer nor the Manager will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, Beneficial Interests, or for maintaining, supervising or reviewing any records relating to Beneficial Interests. Neither the Issuer nor the Manager nor the Transfer Agent will be bound to record any trust in the Register or to take notice of or to accede to the execution of any trust (express, implied or constructive) to which any Platinum Debenture may be subject. Holders of Beneficial Interests vote in accordance with the Applicable Procedures. JSE GUARANTEE FUND The holders of Platinum Debentures that are not listed on the Main Board of the JSE on the JSE s ETF subsector will have no recourse against the JSE Guarantee Fund. Claims against the JSE Guarantee Fund may only be made in respect of the trading of the Platinum Debentures listed on the Main Board of the JSE on the JSE s ETF sub-sector and in accordance with the rules of the JSE Guarantee Fund. Unlisted notes are not regulated by the JSE. Notes listed on any Financial Exchange other than (or in addition to) the Main Board of the JSE on the JSE s ETF sub-sector Platinum Debenture which are listed on any Financial Exchange other than (or in addition to) the Main Board of the JSE on the JSE s ETF sub-sector will be issued, cleared and settled in accordance with the rules and settlement procedures for the time being of that Financial Exchange. 34

37 9. REGULATORY AND TAXATION CONSIDERATIONS Words used in this section shall have the same meaning as defined in section 4 of this Offering Circular and Pre-listing Statement, unless they are defined in this section or the use thereof is clearly inappropriate from the context. The following summary and guidelines are not a comprehensive statement of the regulatory and taxation considerations to be taken into account when investing in the Platinum Debentures, are not intended as advice and do not purport to describe all the considerations that may be relevant to prospective investors in the Platinum Debentures. Prospective investors in the Platinum Debentures should consult their professional advisers with regard to the investment in Platinum Debentures and the tax, exchange control and other regulatory implications thereof. Accordingly, neither NewGold nor any of its professional advisers makes any representation and accordingly gives no warranties or undertakings expressed or implied and accordingly accept no responsibility for the accuracy or completeness of the information contained in this section of the Offering Circular and Pre-listing Statement. TAXATION NewGold NewGold will be subject to income tax, as opposed to Capital Gains Tax ( CGT ), and, in particular, the Platinum it holds will be trading stock. Its gross income, as defined in the Income Tax Act, 58 of 1962 (the IT Act ), will comprise the proceeds of Platinum sales to third parties and to Qualifying Debenture Holders, Creation Fees and Redemption Fees and the excess, if any, of the Offer Price over the Redemption Value of Platinum Debentures. The expenditure of NewGold will comprise the cost of acquiring Platinum, from third parties and Qualifying Applicants, its operating costs and the excess, if any, of the Redemption Value over the Offer Price of Platinum Debentures. Generally, NewGold will be income tax neutral. NewGold is registered as a vendor for VAT. Platinum is treated as goods under the Value-Added Tax Act, 89 of 1991, and therefore all sales and purchases of Platinum are subject to VAT. NewGold will incur VAT on its Platinum purchases from registered VAT vendors and charges of service providers, such as the Manager, the Auditors and the Custodian, for which it will claim an input tax deduction or credit. NewGold will charge VAT on its Platinum sales (other than export sales and sales to local banks, which will be zero-rated), Creation Fees and Redemption Fees, and will account for this VAT, less input tax credits, to the South African Revenue Service. NewGold will have no employees, so it will not have any payroll tax liabilities, such as for PAYE, skills development levies and UIF contributions. Platinum Debenture Holders The gain made by Platinum Debenture Holders from the acquisition and disposal of Platinum Debentures will, depending on the circumstances of each Platinum Debenture Holder, be subject to income tax, CGT or will not be taxable at all, for example, if the Platinum Debenture Holder is tax-exempt or, subject to certain requirements, is not a South African resident. Applicants are advised to consult with their tax advisers on this aspect. Platinum Debenture Holders will be liable for VAT on Creation Fees, Redemption Fees and any sales of Platinum to them by NewGold. NewGold Owner Trust The NewGold Owner Trust should not incur any Taxation liabilities. 35

38 EXCHANGE CONTROL CONSIDERATIONS IN RELATION TO THE PLATINUM DEBENTURES Non-South African resident Noteholders and emigrants from the Common Monetary Area Dealings in the Platinum Debentures and the performance by the Issuer of its obligations under the Platinum Debentures and the applicable Debenture Conditions may be subject to the Exchange Control Regulations. Blocked Rand Blocked Rand may be used for the subscription for or purchase of Platinum Debentures. Any amounts payable by the Issuer in respect of the Platinum Debentures subscribed for or purchased with Blocked Rand may not, in terms of the Exchange Control Regulations, be remitted out of South Africa or paid into any non-south African bank account. For purposes of this section, the term Blocked Rand shall be construed to mean the funds which may not be remitted out of the RSA or paid into a non-south African resident s bank account. Emigrants from the Common Monetary Area Any Platinum Debentures issued to emigrants from the Common Monetary Area will be endorsed emigrant. Such restrictively endorsed Certificated Note shall be deposited with an authorised foreign exchange dealer controlling such emigrant s blocked assets. In the event that a beneficial interest in Dematerialised Platinum Debentures is held by an emigrant from the Common Monetary Area through the CSD, the securities account maintained for such emigrant by the relevant CSDP will be designated as an emigrant account. Any payments of interest and/or principal due to a Platinum Debenture Holder who is an emigrant from the Common Monetary Area will be deposited into such emigrant Platinum Debenture Holder s Blocked Rand account, as maintained by an authorised foreign exchange dealer. The amounts are not freely transferable from the Common Monetary Area and may only be dealt with in terms of the Exchange Control Regulations. Non-residents of the Common Monetary Area Any Certificated Platinum Debenture issued to Platinum Debenture Holders who are not resident in the Common Monetary Area will be endorsed non-resident. In the event that a beneficial interest in Dematerialised Platinum Debentures is held by a non-resident of the Common Monetary Area, the securities account maintained for such Platinum Holder by the relevant CSDP will be designated as a non-resident account. It will be incumbent on any such non-resident Platinum Debenture Holder to instruct the non-resident s nominated or authorised dealer in foreign exchange as to how any funds due to such non-resident in respect of Platinum Debenture are to be dealt with. Such funds may, in terms of the Exchange Control Regulations, be remitted abroad only if the relevant Platinum Debentures are acquired with foreign currency introduced into South Africa and provided that the relevant Certificated Note has been endorsed non-resident or the relevant securities account has been designated as a non-resident account, as the case may be. 36

39 10. RISK FACTORS AND INVESTMENT CONSIDERATIONS This section describes the most significant risks and important investment considerations relating to an investment in the Platinum Debentures and should be read in conjunction with the other information in this Offering Circular and Pre-listing Statement. An investment in any Platinum Debenture involves certain risks. Before investing in the Platinum Debentures, prospective investors should carefully consider the risk factors inherent in investing in the Platinum Debentures, which include but are not limited to the risk factors listed below. Investors in any Platinum Debenture should note that the list of risk factors below is not an exhaustive list and that investors should obtain independent advice with respect to other risk factors in addition to matters set forth elsewhere in this Offering Circular and Pre-listing Statement. The Platinum Debentures involve substantial risks and may expose the investors in the Platinum Debentures to a full loss of the initial amount invested. Unless otherwise specified, the initial amounts invested in the Platinum Debentures are not guaranteed or protected. Only prospective investors who can withstand the loss of their entire investment should buy the Platinum Debentures. The Platinum Debentures may be suitable only for sophisticated investors who have the knowledge and experience in financial and business matters necessary to enable them to evaluate the risks and the merits of an investment in Platinum Debentures. Prospective purchasers of any exchange traded funds should ensure that they understand fully the nature of the exchange traded fund and the extent of their exposure to risks, and that they consider the suitability of the exchange traded fund as an investment in the light of their own circumstances and financial position. 1. PRICE RISK 1.1 The Platinum Debentures market may be influenced by many unpredictable factors The market value of your Platinum Debentures may fluctuate between the date you purchase them and the applicable Valuation Date. Several factors, many of which are beyond the Issuer s control, will influence the market value of the Platinum Debentures. The Issuer expects that generally the value of the applicable Reference will affect the market value of those Platinum Debentures more than any other factor. However, other factors that may influence the market value of the Platinum Debentures include: economic, financial, political, regulatory, geographical, biological or judicial events that affect the relevant Reference, its value or its components, if applicable; investors expectation with respect to the future rates of inflation and movement in world equity, financial and property markets; the general interest rate environment, currency exchange rates, particularly the strength of and confidence in the US Dollar; investment and trading activities of hedge funds, commodity funds and other speculators; the creditworthiness of the Issuer; the supply and demand for the Platinum Debentures, including any suspension or disruption of market trading in the Platinum Debentures; and concentration risk or the risk of investing in a commodity which may cause price volatility as the price is subject to a number of additional factors that may include, among others: disruptions in the supply chain, from mining to storage to smelting or refining; adjustments to inventory; variations in production costs, including storage, labour and energy costs; costs associated with regulatory compliance, including environmental regulations, changes in industrial, government and consumer demand, both in individual consuming nations and internationally; precious metal leasing rates; and 37

40 the degree to which consumers, governments, corporate and financial institutions hold physical Platinum as a safe haven asset (hoarding) which may be caused by a banking crisis/recovery, a rapid change in the value of other assets (both financial and physical) or changes in the level of geopolitical tension. These factors interrelate in complex ways and the effect of one factor on the market value of your Platinum Debentures may offset, enhance or exacerbate the effect of another factor. 1.2 Secondary market trading risk At any time, the price at which the Platinum Debentures trade on the JSE may not reflect accurately the price of Platinum represented by such Platinum Debentures. The structure and the procedures set out in this Offering Circular and Pre-listing Statement for creations and redemptions of the Platinum Debentures and, in particular, the ability of a Qualifying Debenture Holder to exercise a Platinum Option will help limit this difference (or tracking error). However, this risk cannot be fully eliminated since the market price will be a function of supply and demand amongst investors wishing to buy and sell the Platinum Debentures. There can be no certainty that a liquid market in the Platinum Debentures will develop on the JSE or that once the Platinum Debentures are listed on a stock exchange, they will remain listed. If the Platinum Debentures are to be delisted, such delisting will be subject to the provisions of the JSE Listings Requirements. The price in the secondary market may be lower than the Offer Price and you may sustain a significant loss if you sell the Platinum Debentures in the secondary market. 1.3 Even if the value of the Reference Quantity at maturity or upon redemption exceeds its initial level, you may receive less than the initial amount invested in your Platinum Debentures Because the Monthly Platinum Sales Charge reduces the Reference Quantity and thus the amount of your return at maturity or upon early redemption, the value of the Reference Quantity underlying your Platinum Debentures must increase in order for you to break even on your investment at maturity or upon redemption of your Platinum Debentures. If the value of the Reference Quantity underlying your Platinum Debentures decreases or does not increase sufficiently to offset the Monthly Platinum Sales Charge, you will receive less than the initial amount of your investment at maturity or upon early redemption of your Platinum Debentures (or in respect of Platinum Debentures which provide for physical settlement, the value of the assets delivered to you on redemption will be lower than the initial amount invested by you). 2. ISSUER CREDIT RISK 2.1 Reliance on creditworthiness of the Issuer The Platinum Debentures comprise obligations of the Issuer and, consequently, Platinum Holders are relying on the creditworthiness of the Issuer. The Platinum Debentures will not be secured or guaranteed in any way. 2.2 There are no security interests in the Platinum Debentures There are no restrictions on the Issuer s ability or the ability of any of its affiliates to sell, pledge or otherwise convey all or any portion of the Platinum Debentures acquired by it or its affiliates. Neither the Issuer nor any of its affiliates will pledge or otherwise hold those Platinum Debentures for the benefit of Platinum Holders of the Platinum Debentures. Consequently, in the event of a bankruptcy, insolvency or liquidation involving the Issuer, any of those Platinum Debentures that it owns will be subject to the claims of its creditors generally and will not be available specifically for the benefit of the Platinum Holders of the Platinum Debentures. The principal, interest or any other amounts payable on the Platinum Debentures or obligations to effect physical settlement under the Platinum Debentures constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, with all the Issuer s other outstanding unsecured and unsubordinated obligations, present and future, except those obligations as are preferred by operation of law. 38

41 2.3 Factors that may affect the Issuer s ability to fulfil its obligations under the Platinum Debentures The Issuer s businesses are inherently subject to the risk of market fluctuations The Issuer s businesses are inherently subject to the risk of market fluctuations. In particular, the Issuer s activities are subject to interest rate risks and may in some cases be subject to foreign exchange, bond, commodity, credit and equity price risks. The performance of financial markets may cause changes in the value of the Issuer s investment and trading portfolios. The Issuer has implemented risk management methods to mitigate these and other market risks to which the Issuer is exposed. However, it is difficult to predict with accuracy changes in economic or market conditions and to anticipate the effects that such changes could have on the Issuer s financial performance The Issuer s business may be exposed to the adverse effects of operational risks The Issuer s businesses are subject to operational risk and losses can result from inadequate or failed internal processes, documentation, people, systems, fraud, equipment failures, natural disasters or the failure of external systems, including those of the Issuer s suppliers and counterparties. The Issuer s systems, processes and internal controls are designed to ensure that the operational risks associated with its activities are appropriately monitored and controlled. In addition, business resumption and disaster recovery processes have been implemented to mitigate operational risks inherent in the Issuer s businesses The Issuer s risk management policies and procedures may not have identified or anticipated all potential risk exposures The Issuer has devoted significant resources to developing its risk management policies and procedures, particularly in connection with credit, market, liquidity, interest rate and operational risks and expects to continue to do so in the future. Nonetheless, its risk management techniques may not be fully effective in mitigating its risk exposure in all market environments or against all types of risk, including risks that are unidentified or unanticipated. Some of the Issuer s methods of managing risk are based upon its use of observed historical market behaviour. As a result, these methods may not predict future risk exposures, which could be greater than historical measures indicate. Other risk management methods depend upon evaluation of information regarding the markets in which the Issuer operates, its clients or other matters that are publicly available or otherwise accessible by the Issuer. This information may not be accurate in all cases, complete, up-to-date or properly evaluated. Any failure arising out of the Issuer s risk management techniques may have an adverse effect on its operations and financial condition Terrorist acts and other acts of war could have a negative impact on the business Terrorist acts and other acts of war or hostility and responses to those acts, may create economic and political uncertainties, which could have a negative impact on the RSA and international economic conditions generally and more specifically on the business and results of operations of the Issuer in ways that cannot be predicted Political, social and economic risks in the RSA or regionally may have an adverse effect on the Issuer s operations The Issuer s operations are concentrated in the RSA with the majority of its revenues deriving from operations in the RSA. Operations in this market are subject to various risks which need to be assessed in comparison to jurisdictions elsewhere. These include political, social and economic risks specific to the RSA, such as general economic volatility, recession, inflationary pressure, exchange rate risks and exchange controls, which could affect an investment in the Platinum Debentures. The existence of such factors may have an impact on the RSA and the results of the Issuer in ways that cannot be predicted The impact of any future change in law or regulation on the Issuer s business is uncertain The nature and impact of future changes in laws, regulations and regulatory policies are not predictable and are beyond the Issuer s control and changes in such laws, regulations and regulatory policies may have an adverse effect on the Issuer s financial condition and 39

42 its operations. The terms and conditions of Platinum Debentures are governed by RSA law, in effect as at the date of this Offering Circular and Pre-listing Statement. No assurances can be given as to the impact of any possible judicial decision or change to RSA law or administrative practice after the date of this Offering Circular and Pre-listing Statement. 3. SECONDARY MARKET RISK The liquidity of the market for the Platinum Debentures may vary materially over time The number of Platinum Debentures outstanding or held by persons other than the Issuer or its affiliates could be reduced at any time due to early redemptions of the Platinum Debentures. Accordingly, the liquidity of the market for Platinum Debentures could vary materially over the term of the Platinum Debentures. Although the Issuer will endeavour to make a market in the Platinum Debentures for the time being, there is as at the Last Practical Date no obligation on it to always do so or it may not always be possible to do so. While the Specific Terms and Conditions applicable to the Platinum Debentures may provide for the right to redeem your Platinum Debentures prior to maturity, early redemption will be subject to the Debenture Conditions including the condition that you must redeem at least a Block of Platinum Debentures at one time in order to exercise your right to redeem your Platinum Debentures on any Redemption Date. In addition, any other factor impacting on the supply of Platinum Debentures in the market may influence the market value of the Platinum Debentures. 4. CUSTODY AND INSURANCE RISK All the Platinum underlying the Platinum Debentures will be held by the Custodian in its vaults or in the vaults of a sub-custodian appointed by the Custodian or by a delegate of a sub-custodian. Access to such Platinum could be restricted by natural events, such as an earthquake, or human actions, such as a terrorist attack. There is a risk that the Platinum belonging to NewGold could be lost, stolen or damaged. In that event, NewGold may not be able to request either the sale or delivery of Platinum for itself or on behalf of any Qualifying Debenture Holder. The Custodian is obliged to insure its obligations under the Custody Agreement. If the Custodian fails to take out suitable insurance, then Platinum Debenture Holders may have to rely on NewGold having a claim against the Custodian and NewGold recovering from the Custodian pursuant to such claim. 5. COMPULSORY REDEMPTION OF PLATINUM BULLION DEBENTURES NewGold s willingness to allow the Platinum Debentures to remain outstanding will be dependent on the sums derived from the Monthly Platinum Sales Charge being sufficient to cover management and corporate expenses. 6. TAX CONSIDERATIONS The tax treatment of the Platinum Debentures is uncertain and the tax authorities could assert that these should be taxed in a manner that is different than described in this Offering Circular and Pre-listing Statement. 7. INVESTMENT CONSIDERATIONS 7.1 The Platinum Debentures may not be a suitable investment for all investors Each potential Investor in the Platinum Debentures is fully responsible for determining the suitability of an investment in the Platinum Debentures in light of its own circumstances. In particular, each potential Investor should: have sufficient knowledge and experience to make a meaningful evaluation of the Platinum Debentures, the merits and risks of investing in the Platinum Debentures and the information contained or incorporated by reference in this Offering Circular and Pre-listing Statement; have access to and knowledge of appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Platinum Debentures and the impact the Platinum Debentures will have on its overall investment portfolio; 40

43 7.1.3 have sufficient financial resources and liquidity to bear all of the risks of an investment in the Platinum Debentures; understand thoroughly the terms of the Platinum Debentures and be familiar with the behaviour of any relevant indices and financial markets; be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate, tax and other factors that may affect its investment and its ability to bear the applicable risks; and determine whether the Platinum Debentures: (i) are fully consistent with its financial needs, objectives and conditions; (ii) comply and are fully consistent with all investment policies, guidelines and restrictions applicable to it; and (iii) are a fit, proper and suitable investment for it. Platinum Debentures may be complex financial instruments. Sophisticated institutional investors generally do not purchase complex financial instruments as stand-alone investments. They purchase complex financial instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. Investors in Platinum Debentures are deemed to have sufficient knowledge and experience and have access to or have sought professional advice to make their own investment decisions, including, without limitation, their own legal, financial, tax, accounting, credit, regulatory and other business evaluation of the risks and merits of or associated with investments in the Platinum Debentures. Investors in Platinum Debentures should ensure that they fully understand the risks of or associated with investments of this nature. Investors in Platinum Debentures are solely responsible for making their own independent appraisal of and investigation into the merits of investing in Platinum. A potential Investor should not invest in Platinum Debentures, which are complex financial instruments, unless it has the expertise (either alone or with a financial adviser) to evaluate how the Platinum Debentures will perform under changing conditions, the resulting effects on the value of the Platinum Debentures and the impact this investment will have on the potential Investor s overall investment portfolio. Investors in Platinum Debentures should be aware that none of the parties involved in the Offer has any duty to conduct or accepts any responsibility for conducting or failing to conduct any investigation into the merits of investing in Platinum. Investors in the Platinum Debentures may not rely on the views, opinions or advice of the Issuer for any information in relation to any person other than the Issuer itself. Investors in Platinum Debentures should be aware that the actual performance of Platinum over the term of the Platinum Debentures may bear little relation to the historical values and that such values have and may be highly volatile. 7.2 Conflict of interest The Issuer may also trade in the Platinum Debentures. 7.3 Legality of purchase Neither of the Issuer nor any of its affiliates has or assumes responsibility for the lawfulness of the acquisition or subscription of Platinum Debentures by a prospective Investor, whether under the laws of the RSA, or for compliance by that prospective Investor with any law, regulation or regulatory policy applicable to it. 7.4 Modification, waivers and substitution The conditions of the Platinum Debentures contain provisions for calling meetings of Platinum Holders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Platinum Holders including Platinum Holders who did not attend and vote at the relevant meeting and Platinum Holders who voted in a manner contrary to the majority. 7.5 Legal investment considerations may restrict certain investments The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential Investor should consult its legal advisers to determine whether and to what extent: (1) Platinum Debentures are legal investments for it; 41

44 (2) Platinum Debentures can be used as collateral for various types of borrowing; and (3) other restrictions apply to its purchase or pledge of any Platinum Debentures. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Platinum Debentures under any applicable risk-based capital or similar rules. 7.6 No rights or interests in the underlying assets and not a collective investment scheme Unless otherwise expressly specified: the net proceeds to be received by the Issuer from the sale of Platinum Debentures will not be used to purchase or sell the Reference (or any components thereof) for your benefit or on your behalf; and an investment in the Platinum Debentures does not constitute either a direct or indirect investment by you in the applicable Reference (or its components) or in a collective investment vehicle that trades in the Reference or its components Because the Platinum Debentures will not be interests in a pool of assets, the Platinum Debentures will not be regulated by the Financial Services Board ( FSB ) as a collective investment scheme, we will not be registered with the FSB as the manager of a collective investment scheme, and you will not benefit from the regulatory protections afforded to persons who invest in regulated collective investment schemes. SIGNED at on this day of 2013 For and on behalf of NEWGOLD ISSUER LIMITED (RF) Name: Capacity: Who warrants his/her authority hereto Name: Capacity: Who warrants his/her authority hereto 42

45 ANNEXURE A GENERAL TERMS AND CONDITIONS OF ALL PLATINUM DEBENTURES ISSUED IN TERMS OF THIS OFFERING CIRCULAR AND PRE-LISTING STATEMENT The following text is the terms and conditions subject to and in accordance with which the Platinum Debentures will be issued. 1. INTERPRETATION In these terms and conditions: 1.1 unless the context clearly indicates a contrary intention, the following expressions shall have the following meanings: Absa Absa Bank Limited (acting through its Corporate and Investment Banking division) (registration number 1986/004794/06), a public company duly incorporated in accordance with the laws of the RSA and registered as a bank in terms of the Banks Act, 94 of 1990; Accounting Records Allocated Platinum Account Applicable Laws Applicable Procedures the books of account and accounting systems of NewGold; an allocated Platinum account held with the Custodian to which a quantity of Platinum may be credited; means: any law applicable to NewGold, including the common law, statutes and sub-ordinate legislation; any regulation, directive, guideline, practice note, notice, ordinance, policy, by-law, order or any other enactment of legislative measure or decision of government (including local and provincial government) or any political subdivision thereof, a municipality or a South African statutory, supervisory or regulatory body, enforcement committee, self-regulatory organisation (including a stock exchange) or other competent authority, which is applicable to NewGold; a decree, treaty or multinational convention to which South Africa is a party; any industry code, policy or standard applicable to NewGold; the Listings Requirements or rules of a stock exchange on which any Platinum Debenture may be listed from time to time, whether or not such stock exchange is located in South Africa; the King Report on Governance for South Africa, 2009, and the King code of Governance Principles, 2009 (or any report or code which replaces these) and any other code of corporate governance applicable to the Company; accounting standards, such as IFRS, applicable to NewGold; any court order, judgments, decree or other decision of a competent South African court or other South African dispute resolution forum; the rules and operating procedures for the time being of the JSE, Strate and/or the Strate settlement agents, as the case may be; 43

46 Auditors Banks Act Block Branch Register Bridging Loan Agreement Business Day Certificated Debenture Companies Act Conditions to Issue Conditions to Redemption Constitutional Documents Creation Fee CSDP the statutory auditors of NewGold for the time being, being Ernst & Young Inc., as at the date of the Offering Circular and Pre-listing Statement, or such other internationally recognised auditing firm appointed by NewGold from time to time; the Banks Act, 94 of 1990 (as amended), or any legislation which replaced it; Platinum Debentures; a sub-register of Platinum Debentures kept outside the RSA for the listing of the Platinum Debentures on an Exchange outside the RSA; the written bridging loan agreement concluded between Absa, NewGold and the Manager dated 17 April 2013, in terms of which, inter alia, Absa undertakes to lend money to NewGold; a day (other than a Saturday, Sunday or official public holiday) within the meaning of the Public Holidays Act, 36 of 1994) on which commercial banks are generally open to settle payments in Rand in Johannesburg; a Platinum Debenture that has not been Dematerialised, title to which is represented by a physical document of title; the Companies Act, 71 of 2008 (as amended), or any legislation which replaces it; the conditions which must be fulfilled prior to the issue of any Platinum Debentures (both in respect of the Offer and each Subsequent Issue), being: the receipt by NewGold of one or more valid Application Forms in respect of such Platinum Debentures; in the case of In Specie Subscriptions, the receipt by NewGold of confirmation from the Custodian that the Initial Quantity of Platinum in respect of the Platinum Debentures applied for, has been deposited with the Custodian together with an instruction from the relevant Applicant to transfer such Platinum to the Allocated Platinum Account of NewGold; and the receipt by NewGold of the Creation Fee in respect of such Platinum Debentures; the conditions which must be fulfilled prior to a Platinum Debenture Holder being entitled to redeem a Platinum Debenture in accordance with the provisions of Debenture Condition 6, being: a Platinum Debenture may only be redeemed together with and as part of so many other Platinum Debentures as will constitute a Block, or more than one Block; and a Platinum Debenture may only be redeemed on a Trading Day; the Memorandum of Incorporation of NewGold (as amended, supplemented and/or replaced from time to time); the fee payable by an Applicant to NewGold for the issue of the Platinum Debentures applied for by such Applicant, being an amount equal to 0.15% of the Offer Price (excluding VAT) of such Platinum Debentures. The Creation Fee may, however, be waived in the discretion of NewGold; a participant in Strate in terms of the Security Services Act; 44

47 Custodian Custody Agreement Delivery Date Dematerialised Dematerialised Debenture ETF Event of Default Barclays Bank plc (company number ), incorporated under the laws of England and Wales, or such other custodian as may be appointed by NewGold from time to time and notified to Platinum Debenture Holders via SENS and the Financial Exchanges; the written custody agreement (as amended, novated and/or replaced from time to time) concluded between NewGold and the Custodian dated 21 January 2013, in terms of which, inter alia, the Custodian is appointed as custodian of the Platinum Debentures of NewGold from time to time; in relation to the exercise of any Platinum Option, the date which is the later of: the fifth Trading Day after the Redemption Date of the Platinum Debentures in respect of which such Platinum Option has been exercised; or the Delivery Date specified in the Redemption Notice pursuant to which such Platinum Option is exercised; the process whereby physical debenture certificates and other documents of title are replaced with electronic records evidencing ownership of Platinum Debentures for the purposes of the Strate System, or such other settlement system applicable to the Platinum Debentures, as contemplated in the Securities Services Act; a Platinum Debenture that has been Dematerialised; the exchange traded fund established by the Transaction Documents and to be operated by NewGold, as more fully decribed in this Offering Circular and Pre-listing Statement; the occurrence of any of the following events: (a) NewGold being wound up, liquidated and/or placed under business rescue (in any case whether provisions or final), provided that an offer of compromise in terms of section 155 of the Companies Act on terms and conditions approved by the Platinum Debenture Holders by a Special Resolution to that effect and in circumstances where NewGold is solvent shall not constitute a windingup of NewGold for purposes of this (a); or (b) subject to the provisions in (a), which shall apply mutatis mutandis, NewGold having any application or other proceedings brought against it, in terms of which NewGold is sought to be wound up or placed in liquidation or under business rescue (whether provision or final); or (c) subject to the proviso in (a) which shall apply mutatis mutandis, NewGold committing any act which is or would, if NewGold were a natural person, be an act of insolvency as defined in the Insolvency Act, 24 of 1936; or (d) subject to the proviso in (a) which shall apply mutatis mutandis, NewGold compromising or attempting to compromise with or attempting to defer payment of debt owing by it to its creditors generally; or 45

48 Exchange Control Regulations Financial Exchange Form of Proxy Good Delivery Rules Guardians Fund IFRS In Specie Subscription Initial Listing Date Initial Quantity Issue Date Issue Price (e) subject to the proviso in (a) which shall apply mutatis mutandis, any procedural steps being taken by NewGold with a view to effecting a compromise or arrangements with its creditors generally; or (f) NewGold ceasing to carry on NewGold s Business in a normal and regular manner or materially changing the nature of NewGold s Business or, through an official act of NewGold s Board, NewGold threatening to cease to carry on NewGold s Business. the Exchange Control Regulations, 1961 (as amended or replaced from time to time), promulgated in terms of section 9 of the South African Currency and Exchanges Act, 19 of 1933, or its successor; the JSE and/or such other (or additional) financial exchange(s) as may be determined by the Issuer, subject to applicable laws; an instrument in writing signed by a Platinum Debenture Holder holding a Certificated Debenture or, in the case of a Platinum Debenture Holder holding a Certificated Debenture which is a company or other juristic person, signed on its behalf by a Representative of the company or juristic person appointing a Proxy; the refining standard and weights set by the LBMA for Platinum bars as set out in The Good Delivery Rules for Platinum published by the LBMA from time to time; the statutory trust established in terms of Chapter V of the Administration of Estates Act, 1965 (Act No 66 of 1965); the International Financial Reporting Standards (formerly International Accounting Standards) issued by the International Accounting Standards Board ( IASB ) and interpretations issued by the International Financial Reporting Interpretations Committee of IASB (as amended, supplemented or re-issued from time to time); subscription for Platinum Debentures effected by the delivery by a Qualifying Applicant of Platinum to NewGold; the date on which the Platinum Debentures are first listed on the JSE, as specified on the cover page of this Offering Circular and Pre-listing Statement; 1/100th of one troy ounce of Platinum being the quantity of Platinum to which each of the first Platinum Debentures issued by NewGold are referenced and linked as at the Initial Listing Date; in relation to a Platinum Debenture, the date of actual issue thereof; in relation to each Platinum Debenture, the price (expressed in Rand) at which such Platinum Debenture is issued on the Issue Date thereof, being an amount calculated with reference to the value of the Reference Quantity of Platinum linked to that Platinum Debenture as at the Issue Date thereof, published on SENS and notified to the Financial Exchanges; 46

49 JSE the JSE Limited (Registration number 2005/002939/06), a public limited liability company duly incorporated in accordance with the company laws of the RSA and licensed as an exchange under the Securities Services Act; JSE Listings Requirements LPPM Management Agreement Manager Market Maker Market Making Agreement Monthly Platinum Sales Charge the Debt Listings Requirements of the JSE, as applicable, from time to time; the London Platinum and Palladium Market; the written management agreement (as amended, novated and/or replaced from time to time) concluded between NewGold and the Manager originally dated 15 October 2004 and amended and restated on 11 April 2013, in terms of which, inter alia, the Manager is appointed by NewGold to manage and administer the affairs of NewGold and NewGold s Business and to advise NewGold in relation to the conduct of NewGold s Business; NewGold Managers Proprietary Limited (registration number 2004/007543/07), a private company duly incorporated in accordance with the laws of the RSA, or such other manager of NewGold as may be appointed by NewGold in terms of the Management Agreement; Absa, having been appointed by the Manager as a market maker for the ETF in terms of the Market Making Agreement to be responsible for establishing and maintaining the secondary market of the Platinum Debentures listed on the JSE; the written market making agreement (as amended, novated and/or replaced from time to time) concluded between NewGold, the Manager and the Market Maker dated 8 March 2013, in terms of which, inter alia, the Market Maker is appointed by the Manager as a market maker with a view to such Market Marker, in normal market circumstances, endeavouring to provide and maintain a reasonable bid and offer; an amount sufficient, inter alia, to meet the monthly fees and expenses of NewGold and to declare and pay dividends to NewGold s shareholders from time to time, which are funded through the sale of Platinum. The amount currently thought to be sufficient to meet such fees and expenses and to declare and pay dividends to the NewGold shareholders is 0.40% per annum of the Platinum held by NewGold from time to time in excess of troy ounces. The Monthly Platinum Sales Charge may be increased at any time, provided the requisite notice period referred to on pages 63 to 64 of this Offering Circular and Pre-listing Statement is given; NewGold NewGold Issuer Limited (RF) (registration number 2004/014119/06), a public company duly incorporated in accordance with the laws of the RSA; NewGold Owner Trust the NewGold Owner Trust, a trust inter vivos duly established in terms of the NewGold Owner Trust Deed and registered with the Master of the High Court of South Africa (North Gauteng High Court, Johannesburg) under reference number IT8350/04, which NewGold Owner Trust has been established with the sole purpose of beneficially holding all of the shares in the issued share capital of NewGold; 47

50 NewGold Owner Trust Deed NewGold s Board NewGold s Business NewGold Prospectus Nominated Platinum Account Offer Offer Price Offering Circular and Pre-listing Statement Platinum Platinum Debenture Platinum Debenture Conditions Platinum Debenture Holder or Platinum Holder Platinum Option the written trust deed (as amended, novated and/or replaced from time to time) concluded by Absa (in its capacity as donor) and Maitland Trust Limited (now known as Maitland Group South Africa Limited) (in its capacity as trustee) on 7 September 2004, in terms of which the NewGold Owner Trust is established; the board of directors of NewGold from time to time; the business conducted by NewGold from time to time, being, inter alia, the issue of Platinum Debentures, the acquisition and holding of Platinum and the sale of Platinum as described or envisaged in this Offering Circular and Pre-listing Statement and the Transaction Documents; the NewGold prospectus dated 27 October 2004, together with the annexures attached thereto, as amended, supplemented or replaced from time to time; the relevant Allocated Platinum Account or Unallocated Platinum Account of a Qualifying Debenture Holder into which the Sale Platinum to be delivered to such Qualifying Debenture Holder pursuant to the exercise of a Platinum Option shall be credited; the first offer to be made by NewGold to institutional and retail investors in the RSA to subscribe for Platinum Debentures referencing in total a maximum of troy ounces of Platinum, as described in this Offering Circular and Pre-listing Statement; in relation to each Platinum Debenture, the price (expressed in Rand) at which such Platinum Debenture is issued on the Initial Listing Date thereof, being an amount calculated with reference to the value of the Initial Quantity and as published on SENS; this offering circular and pre-listing statement, together with the annexures and application forms attached hereto, as amended, supplemented or replaced from time to time; platinum in the form of ingots or plates complying with the rules of the LPPM relating to good delivery and fineness in effect from time to time; a platinum debenture issued by NewGold in accordance with the Debenture Conditions, referencing the Reference Quantity; the terms and conditions of the Platinum Debentures incorporated in this Offering Circular and Pre-listing Statement as Annexure A, subject to and in accordance with which the Platinum Debentures are issued; in relation to any Platinum Debenture, the person or entity whose name is entered in the Register as the holder of such Platinum Debenture; the right and option of any Qualifying Debenture Holder redeeming one or more Blocks of Platinum Debentures to require NewGold, under Debenture Condition 7, to sell to such Qualifying Debenture Holder a quantity of Platinum equal to the Reference Quantity of the Platinum Debentures so redeemed; 48

51 Platinum Sale Agreement Priority of Payments Proxy Qualifying Debenture Holder Rand or ZAR Redemption Date Redemption Fee Redemption Notice Redemption Value Reference Quantity the sale agreement deemed to have been concluded between NewGold and a Qualifying Debenture Holder pursuant to the exercise by such Qualifying Debenture Holder of a Platinum Option, as set out in Debenture Condition 7; the priority in which creditors of NewGold are to be repaid, as set out in Debenture Condition 8; a person duly appointed under a Form of Proxy to act for and on behalf of a Platinum Debenture Holder holding a Certified Debenture in connection with any meeting or proposed meeting of Platinum Debenture Holders; a Platinum Debenture Holder holding one or more Blocks of Platinum Debentures and who satisfies the Manager that it is in possession of all necessary licences, consents and approvals to buy, own, be in possession of and/or otherwise deal in Platinum; the lawful currency of the RSA, being South African Rand or any successor currency; in relation to a Platinum Debenture, the date on which such Platinum Debenture is actually redeemed in accordance with the Debenture Conditions; the fee payable by a Platinum Debenture Holder on the redemption of a Platinum Debenture held by it, being an amount equivalent to 0.15% of the Redemption Value (excluding VAT) of such Platinum Debenture; a notice delivered by or on behalf of a Platinum Debenture Holder exercising its right to require the redemption of all or some of the Platinum Debentures held by it, which redemption notice shall comply with all relevant requirements of the Debenture Conditions and shall be in the form of Annexure D to this Offering Circular and Pre-listing Statement; an amount equal to the Sale Proceeds realised or that which would have been realised by NewGold pursuant to a sale by NewGold of the Reference Quantity of Platinum to which such Platinum Debenture is linked; in relation to a Platinum Debenture, the specific quantity of Platinum to which that Platinum Debenture is referenced and linked as at any given point in time, being a quantity calculated in accordance with the following formula: RQ = IQ where: ( 1+R 365) D RQ = the Reference Quantity to be determined, expressed in troy ounces; IQ = the Initial Quantity of that Platinum Debenture, expressed in troy ounces; D = the number of days between the Issue Date of the first Platinum Debenture to be issued and the Redemption Date of the Platinum Debenture in respect of which the Reference Quantity is to be determined; and 49

52 ( 1 1/ L) RQ =( ) x 365 Register Representative RSA Sale Platinum Sale Proceeds Securities Services Act SENS Settlement Agent Special Resolution Strate or the CSD Strate System Subsequent Issue where for purposes of determining R: L = the Monthly Platinum Sales Charge, which Monthly Platinum Sales Charge accrues daily and will be deducted monthly in arrears; the register of Platinum Debentures, which register shall, in the case of Dematerialised Debentures, be kept by Strate and, in the case of Certificated Debentures, be kept by the Transfer Agent; a person authorised by a resolution of a corporate Platinum Debenture Holder s directors or other governing body to act as its representative in connection with any meeting or proposed meeting of Platinum Debenture Holders; the Republic of South Africa; the Platinum to be sold by NewGold to a Qualifying Debenture Holder exercising a Platinum Option in terms of a Platinum Sale Agreement; the proceeds realised by NewGold from the sale of Platinum in the spot market in the Platinum P.M. FIX on redemption of all or any of the Platinum Debentures issued by it, less the costs of arranging and completing such sale, storage costs, insurance costs and all applicable Taxation payable in connection with such sale; the Securities Services Act, 36 of 2004 (as amended), or any legislation which replaces it; the Stock Exchange News Service, an office of the JSE; a CSDP approved in terms of the Applicable Procedures to perform electronic net settlements of both funds and scrip on behalf of market participants; a resolution passed at a properly constituted meeting of Platinum Debenture Holders which shall be required to be adopted with the support of at least 75% (seventy five percent) of the voting rights held by the Platinum Debenture Holders exercised on the resolution presented at that meeting (either present in person or able to participate in the meeting by electronic communication, or to be represented by a Proxy who is present in person or able to participate in the meeting by electronic communication, and voting whether on a show of hands or on a poll); Strate Limited (registration number 1998/022242/06), a public company duly incorporated in accordance with laws of the RSA, which is a registered central securities depository in terms of the Securities Services Act and which is responsible for the electronic settlement system of the JSE; an electronic custody, clearing and settlement system for all transactions concluded in respect of securities listed on the JSE and managed by Strate; an issue of further Platinum Debentures by NewGold to one or more specifically-named subscribers therefor made subsequent to the date of the Offer; 50

53 Taxation the Reference Trading Day Transaction Documents Transfer Agent Transfer Form Unallocated Platinum Account VAT all taxes, duties, assessments, levies and/or governmental charges (including any penalty in respect thereof and interest thereon) payable to any governmental authority or any political sub-division thereof or any authority or agency therein or thereof having the power to tax, including income tax and VAT; the relevant level, value, price or other event relating to commodities to which the principal, interest, redemption amount or any other amount payable on the Notes or to which the Notes are linked, in this case, Platinum. a day on which trading takes place on the JSE; collectively: the Debenture Conditions; the Management Agreement; the Custody Agreement; the Market Making Agreement; the NewGold Owner Trust Deed; the Bridging Loan Agreement; and the Constitutional Documents, all as amended, novated and/or replaced from time to time; with regard to registry services in respect of both Certificated Debentures and Dematerialised Debentures, Computershare Investor Services Proprietary Limited (registration number 2003/003647/07), a private company duly incorporated in accordance with the laws of the RSA, and with regard to the administration of the Register of Dematerialised Debentures, Computershare Limited (registration number 2000/006082/06), a public company duly incorporated in accordance with the laws of the RSA; the written form for transfer of any Platinum Debenture evidenced by a certificate in a form approved by the Transfer Agent and signed by the transferor and the transferee; an unallocated Platinum Account held with the Custodian to which a quantity of Platinum may be credited; and value-added tax levied in terms of the Value-Added Tax Act, 89 of a word or expression which denotes: any gender shall include the other genders; a natural person shall include an artificial or juristic person and vice versa; the singular shall include the plural and vice versa; 1.3 any reference to a statute, regulation or other legislation shall be to that statute, regulation or other legislation as at the date of the Debenture Conditions and as amended or substituted from time to time; 1.4 any word or expression defined in the Companies Act shall bear the same meaning as ascribed to it under such statute; 1.5 any provision in a definition which is a substantive provision conferring a right or imposing an obligation on any party shall, notwithstanding that it is only a definition, be given effect to as if it were a substantive provision of these Debenture Conditions; 1.6 where any number of days is prescribed or must be calculated from a particular day, such number shall be calculated as excluding such particular day and commencing on the next day; 51

54 1.7 references to days (other than references to Business Days), months and/or years shall be construed as references to calendar days, months and/or years; 1.8 the use of the word including followed by specific examples shall not be construed as limiting the meaning of the general word preceding it and the eiusdem generis rule shall not be applied in the interpretation of such general wording or such specific examples; and 1.9 any word or expression defined within a particular paragraph of these Debenture Conditions other than this paragraph 1, shall bear the meaning ascribed to it in that paragraph wherever it is used in these Debenture Conditions. 2. FORM AND DENOMINATION 2.1 The Platinum Debentures are unsecured debentures which are issued by NewGold from time to time in denominations linked to the value of the Reference Quantity, subject to the Conditions to Issue. The value of each Platinum Debenture will be linked to the Reference Quantity of Platinum from time to time. The Platinum Debenture Holder will, however, have no ownership right or beneficial interest in and to any Platinum held by NewGold from time to time. 2.2 The Platinum Debentures will initially be issued as Dematerialised Debentures, however, the holder of a Dematerialised Debenture will be entitled, in accordance with paragraph 13 and subject to the Applicable Laws, to exchange such Dematerialised Debenture for a Certificated Debenture. 3. TITLE 3.1 Title to the Platinum Debentures will pass upon registration of transfer in accordance with paragraph 14. NewGold and the Transfer Agent shall recognise a Platinum Debenture Holder as the sole and absolute owner of the Platinum Debenture registered in that Platinum Debenture Holder s name in the Register (notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) and shall not be bound to enter any trust in the Register or to take notice of or to accede to the execution of any trust (express, implied or constructive) to which any Platinum Debenture may be subject. 3.2 In terms of existing law and practice, title to Dematerialised Debentures will be transferred subject to the Applicable Procedures. 4. STATUS The Platinum Debentures constitute unsecured senior obligations of NewGold. The claims of each Platinum Debenture Holder under the Platinum Debentures shall rank pari passu with the claims of all other holders of Plantinum Debentures issued by NewGold from time to time. 5. NEWGOLD S UNDERTAKINGS 5.1 NewGold undertakes in favour of the Platinum Debenture Holders that, for so long as there are any Platinum Debentures in issue, it shall: Corporate status do all such things as are necessary to maintain its corporate existence and to always hold itself out as an entity which is legally separate and independent from any other entity or group of entities and to correct any misunderstanding known to it regarding its separate identity; and obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all authorisations, approvals, licences and consents required by all Applicable Laws to enable NewGold to lawfully enter into and perform its obligations under each of the Debenture Conditions and the Transaction Documents to which it is a party and to conduct NewGold s Business; Maintain Accounting Records prepare and keep proper and adequate Accounting Records in accordance with the prevailing accounting practices, the Applicable Laws and the requirements of the Financial Exchanges from time to time and to lodge timely returns thereof as required thereunder; 52

55 5.1.3 Taxation at all times maintain its tax residence in the RSA and to timeously pay all Taxation (other than Taxation disputed by NewGold in good faith) as and when due; Listing on JSE use all reasonable efforts to obtain and maintain a listing of the Platinum Debentures on the JSE. If, however, it is unable to do so (having used such reasonable endeavours) or if the maintenance of such listing is found to be unduly onerous to NewGold, and NewGold is satisfied that the interests of Platinum Debenture Holders would not thereby be materially prejudiced, NewGold shall instead use all reasonable endeavours to promptly obtain and thereafter maintain a listing of the Platinum Debentures on such other stock exchange/s as it may reasonably determine. Any delisting of the Platinum Debentures from the JSE will be subject to the provisions of the JSE Listings Requirements or any such listings requirements of any other Financial Exchange; Listing on additional stock exchanges provided that the NewGold Board is satisfied that Platinum Debenture Holders would not be materially prejudiced thereby, NewGold shall be entitled to procure additional listings of Platinum Debentures on such other Financial Exchange/s as NewGold determines in its discretion; Comply with obligations take such steps as are reasonable to enforce its rights under the Platinum Debentures and all other agreements (including the Transaction Documents) to which it is a party; and comply with, perform and observe all of its obligations under the Platinum Debentures and all other agreements (including the Transaction Documents) to which it is a party; Other information make available to the relevant authorities and/or Financial Exchanges, such information as NewGold is required by Applicable Laws and to the extent required, distribute same to its shareholders and the Platinum Debenture Holders from time to time; Platinum ensure that only Platinum in the form of ingots or plates complying with the rules of the LPPM relating to good delivery and fineness in effect from time to time is acquired by NewGold; subject to paragraph , ensure that all Platinum of NewGold is held in a segregated Allocated Platinum Account of NewGold with the Custodian; save as described in the Offering Circular and Pre-listing Statement, ensure that no more than two ingots are at any time deposited in the Unallocated Platinum Account of NewGold with the Custodian; and dispose of Platinum standing to the credit of its Unallocated Platinum Account solely for the purpose of meeting its statutory costs and operating fees and expenses Events of default promptly inform the Platinum Debenture Holders in accordance with the provisions of paragraph 6.3 of the occurrence of an Event of Default; and Independent directors ensure that at least three directors of NewGold are independent directors nominated by the NewGold Owner Trust and not recognise a quorum at any meeting of NewGold s Board unless at least two of the three independent directors appointed by the NewGold Owner Trust are present at that meeting. 53

56 5.2 NewGold undertakes in favour of the Platinum Debenture Holders that, for so long as there are any Platinum Debentures in issue, it shall not: Use of proceeds utilise the proceeds derived from the issue of the Platinum Debentures for any purpose other than in pursuance of NewGold s Business; Further issues issue any Platinum Debentures unless, as at the date thereof, the Conditions to Issue have been fulfilled; Restrictions on activities engage in any activity which is outside the scope of NewGold s Business; Negative pledge dispose of, create or permit to subsist any encumbrance (unless arising by the operation of law) upon the whole or any part of NewGold s assets or its revenues, present or future, or NewGold s Business, save for any such encumbrance subsisting under or in connection with any Transaction Document and/or the Debenture Conditions; Indebtedness Other Voting incur any indebtedness save as contemplated herein and/or the Transaction Documents; save to the extent contemplated herein and/or in the Transaction Documents: have any subsidiaries, employees or premises; consolidate or merge with any other person or entity or convey or transfer its properties or assets substantially as an entirety to any other person or entity; alienate, dispose of, encumber, deal with or grant any options or present or future rights to acquire any of its assets or undertakings or any right, title or interest in and to such assets or undertakings and any interests, estate, right, title or benefit therein; take or permit any corporate action to be taken by the Issuer; consent to any variation or waiver of the terms of any of the Debenture Conditions and/or Transaction Documents other than in accordance with the Debenture Conditions and JSE Listings Requirements; permit any party to the Debenture Conditions and/or any of the Transaction Documents to be released from such obligations, other than in accordance with the Debenture Conditions and/or the Transaction Documents; or consolidate or merge with any other person or entity, unless prior approval of Platinum Debenture Holders is obtained by way of Special Resolution. permit a holder of securities in the Issuer, other than a Platinum Debenture Holder, to vote on any matter connected to the Debenture Conditions. 6. REDEMPTION 6.1 Optional Redemption at the instance of NewGold NewGold may redeem all, but not some only, of the Platinum Debentures in full (but not in part) at their Redemption Value as at the date thereof, having given not less than 30 and not more than 90 Business Days written notice to the Platinum Debenture Holders (which notice shall be irrevocable) if: any of the Transaction Documents become illegal or unenforceable for any reason whatsoever and such illegality or unenforceability cannot be remedied by reasonable measures open to NewGold; or 54

57 as a result of any change in or amendment to, the application or interpretation of any existing or new Applicable Law NewGold is or would be required to deduct or withhold from any payments on the Platinum Debentures any amounts as provided or referred to in paragraph 11, and such requirement cannot be avoided by NewGold taking reasonable measures available to it NewGold may redeem all, but not only some, of the Platinum Debentures in full (but not in part) held by a specific Platinum Debenture Holder (as opposed to all of the Platinum Debenture Holders) at their Redemption Value as at the date thereof, having given not less than 30 and not more than 90 Business Days written notice to the relevant Platinum Debenture Holder (which notice shall be irrevocable) if NewGold is reasonably of the view that the continued holding by such Platinum Debenture Holder of Platinum Debentures may result in NewGold falling foul of any Applicable Law. 6.2 Optional Redemption at the instance of a Platinum Debenture Holder A Platinum Debenture Holder may redeem all or some of the Platinum Debentures held by it in full (but not in part) at their Redemption Value as at the date thereof, having given written notice to NewGold (which notice shall be irrevocable) of not less than five Trading Days if, as at the date thereof, the Conditions to Redemption have been met. 6.3 Redemption following an Event of Default Upon the occurrence of an Event of Default, NewGold shall forthwith advise the Platinum Debenture Holders of the occurrence of such event and shall, if requested to do so by Platinum Debenture Holders by a Special Resolution to that effect, be obliged to redeem all the Platinum Debentures at their Redemption Value at the date of the occurrence of such Event of Default. 6.4 Procedures for redemption A Platinum Debenture Holder may, provided the Conditions to Redemption are met, redeem a Block of Debentures at any time in accordance with paragraph 6.2 by delivering to its CSDP or broker a Redemption Notice indicating the number of Blocks of Platinum Debentures that are to be redeemed and the date on which such redemption is to take place (which shall be a date not less than five Trading Days succeeding the date of delivery of the Redemption Notice). A message will then be forwarded from the Platinum Debenture Holder s CSDP to the Manager and NewGold s CSDP. Delivery messages received by NewGold s CSDP prior to 09:00 RSA time on any Trading Day will, if accepted, be deemed to have been received and dealt with on that Trading Day. If the delivery message is received by NewGold s CSDP after the 09:00 RSA time deadline for the relevant Trading Day, the delivery message will automatically be dealt with and be deemed to have been received on the next Trading Day All Platinum Debentures will be redeemed at their Redemption Value. The Redemption Value will be calculated having regard to the Sale Proceeds realised or that would have been realised from the sale of the Reference Quantity of Platinum on the Redemption Date of such Platinum Debentures. Any discount or premium realised or incurred by NewGold will be passed on to the relevant Platinum Debenture Holder. All Sale Proceeds will be converted into and paid in Rand at the Rand/Dollar exchange rate quoted by Absa at 16:00 on the relevant Redemption Date If a delivery message is accepted, the relevant Platinum Debenture Holder will receive confirmation of such acceptance from its broker or CSDP before close of business on the Trading Day on which NewGold s CSDP received the delivery notice. In addition, the Platinum Debenture Holder shall receive confirmation of the formula used in calculating the Redemption Value, the actual Redemption Value to be paid and the Redemption Fee and costs (all of which shall be for the account of the Platinum Debenture Holder), together with details of the bank account into which such payment shall be made Payments in respect of the redemption of Debentures shall be made in accordance with paragraph 10 and the Applicable Procedures. 55

58 6.4.5 Should any Platinum Debenture be a Certificated Debenture, the relevant Platinum Debenture Holder shall, prior to the redemption of such Platinum Debenture, surrender the certificate in respect of such Certificated Debenture so held by it to the Transfer Agent at least five Business Days prior to the Redemption Date in respect thereof to allow for such Certificated Debenture to be Dematerialised prior to redemption. 6.5 Cancellation All Platinum Debentures which are redeemed by NewGold and submitted for cancellation shall forthwith be cancelled. All Platinum Debentures so cancelled shall be delisted and cannot be reissued or resold. 7. PLATINUM OPTION 7.1 Any Platinum Debenture Holder who is a Qualifying Debenture Holder shall have the right and option, exercisable contemporaneously with the delivery to the relevant Qualifying Debenture Holder s broker or CSDP of a notification that such Qualifying Debenture Holder wishes to redeem one or more Blocks of Platinum Debentures held by him, to deliver a written notification ( Option Notice ) to the Manager stating that the relevant Qualifying Debenture Holder requires NewGold to sell to the relevant Qualifying Debenture Holder a quantity of Platinum equal to the Reference Quantity of Platinum in respect of the Platinum Debentures to be redeemed. 7.2 The Option Notice shall include: the number of Platinum Debentures which are to be redeemed by the relevant Qualifying Debenture Holder; the details of the Nominated Platinum Account of the relevant Qualifying Debenture Holder into which the Sale Platinum, is to be delivered; and evidence satisfactory to NewGold that the relevant Qualifying Debenture Holder is in fact a Qualifying Debenture Holder, accompanied by certified true copies of all relevant licences, consents, exemptions and the like, together with such other information or documentation requested by NewGold in its discretion. 7.3 Should a Qualifying Debenture Holder exercise the Platinum Option and deliver an Option Notice to the Manager in accordance with paragraph 7.2, the relevant Qualifying Debenture Holder and NewGold shall be deemed to have entered into a sale agreement, being a Platinum Sale Agreement, on the following terms and conditions: NewGold shall sell the Sale Platinum to the relevant Qualifying Debenture Holder ( Purchaser ) and the Purchaser shall purchase the Sale Platinum from NewGold on and with effect from the Redemption Date of the relevant Platinum Debentures redeemed by the Purchaser ( Sale Date ) as a single indivisible transaction; the purchase price of the Sale Platinum ( Purchase Price ) payable by the Purchaser to NewGold shall be an amount equal to the Redemption Value of each Platinum Debentures redeemed by the Purchaser ( Sale Debentures ), plus any VAT payable on the sale and purchase of the Sale Platinum, net of the Redemption Fee (plus any VAT on the Redemption Fee) payable by the Purchaser in respect of the Sale Debentures; the Purchase Price shall be payable on the Sale Date by off-setting the obligation of the Purchaser to pay the Purchase Price and the Redemption Fee to NewGold against the obligation of NewGold to pay the Redemption Value of the Sale Debentures to the Purchaser; the Purchaser shall, prior to the Sale Date, deliver to its broker or CSDP an irrevocable instruction in terms of which the Purchaser instructs the broker or CSDP to redeem the Sale Debentures upon acknowledgement by NewGold of set-off of the Redemption Value of such Sale Debentures against the Purchase Price for the Sale Platinum. To the extent that the Purchaser fails to deliver such notice to its broker or CSDP prior to the Sale Date, the Purchaser hereby irrevocably and unconditionally authorises NewGold to deliver such notice on the Purchaser s behalf; 56

59 7.3.5 to the extent any of the Sale Debentures are Certificated Debentures, no notice of the nature referred to in paragraph in respect of that Certificated Debenture shall be given, but instead the Purchaser shall, and hereby does, instruct NewGold to apply the Redemption Value of the Sale Debentures that are Certificated Debentures that would be payable by NewGold to the Purchaser against the obligations of the Purchaser to pay the Purchase Price to NewGold; each of the Purchaser and NewGold acknowledges that discharge of the Purchase Price in accordance with the above provisions shall constitute full and final discharge by: NewGold of its obligation to pay to the Purchaser the Redemption Value in respect of the Sale Debentures; and the Purchaser of its obligation to pay the Purchase Price to NewGold; NewGold shall on the Delivery Date and against payment of the Purchase Price by the Purchaser in terms of the above provisions, instruct the Custodian to debit the Sale Platinum against the Allocated Platinum Account of NewGold and to credit the Nominated Platinum Account with the Sale Platinum. The Purchaser shall be responsible for all costs, charges and expenses (including costs, charges and expenses in respect of insurance) incurred pursuant to the delivery of the Sale Platinum in accordance with the provisions of this paragraph 7.3.7; all risk and benefit in and to the Sale Platinum shall pass to the Purchaser on the Sale Date; the Purchaser gives NewGold the warranties ( warranties ) in paragraph on the basis that: notwithstanding that NewGold is or should be aware that any warranty is or may be incorrect, the Platinum Sale Agreement is entered into by NewGold relying on the warranties, each of which is deemed to be both a material representation inducing NewGold to enter into the Platinum Sale Agreement and an essential contractual undertaking by the Purchaser to ensure that the warranty is true and correct; each such warranty shall conclusively be deemed to be material; insofar as any warranty is promissory or relates to a future event, such warranty shall conclusively be deemed to have been given as at the date for fulfilment of the promise or for the happening of the event, as the case may be; and each such warranty shall be a separate and independent warranty and shall not be limited by any reference to, or inference from, the terms of any other warranty or by any other provision in the Platinum Sale Agreement; the Purchaser warrants, represents and undertakes in favour of NewGold that, as at the Sale Date: it is a company duly incorporated and validly existing under and in accordance with the laws of the RSA; it has the legal capacity and the power to own its assets and to carry on its business as it is presently being conducted; it has: the legal capacity and the power to enter into and perform under; and taken all necessary actions (whether corporate, internal or otherwise) to authorise its entry into and performance under, the Platinum Sale Agreement; the obligations expressed to be assumed by it under the Platinum Sale Agreement are legal and valid and are binding on and enforceable against it; the entry into the Platinum Sale Agreement and/or the performance of its obligations under the Platinum Sale Agreement does not and will not: contravene any Applicable Laws; and/or 57

60 contravene any provision of its Constitutional Documents; and/or contravene, violate, cause a default and/or breach of the terms of, and/or otherwise conflict with any contract, agreement, indenture, mortgage or other instrument of any kind to which it is a party or by which it may be bound or which is binding upon its assets; all authorisations, consents, approvals, resolutions, licences, exemptions, filings and registrations which are required, necessary or desirable under all Applicable Laws: to enable it to lawfully enter into, exercise its rights and comply with its obligations under the Platinum Sale Agreement; and to make the Platinum Sale Agreement admissible in evidence in the RSA, have been obtained or effected and are, and will for the duration of the Platinum Sale Agreement remain, in full force and effect; NewGold gives no warranties in relation to the Sale Platinum and such sale is accordingly done voetstoots, without any additional warranties express or implied, all of which are hereby expressly excluded; should either NewGold or the Purchaser breach any provision of the Platinum Sale Agreement and fail to remedy such breach within 14 Business Days after receiving written notice from the aggrieved party to do so, then the aggrieved party shall be entitled, without prejudice to its other rights in law, to cancel the Platinum Sale Agreement or to claim specific performance of all of the defaulting party s obligations in terms of the Platinum Sale Agreement, whether such obligations are otherwise due for performance; the Purchaser shall not be entitled to cede, assign, delegate or otherwise transfer any of his rights or obligations under the Platinum Sale Agreement to any third party; the Platinum Sale Agreement shall in all respects (including its existence, validity, interpretation, implementation, termination and enforcement) be governed by the laws of the RSA; the Purchaser consents and submits to the non-exclusive jurisdiction of the South Gauteng High Court, Johannesburg in respect of any dispute or claim arising out of or in connection with the Platinum Sale Agreement; all provisions of the Platinum Sale Agreement are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. Any provision of the Platinum Sale Agreement which is or becomes unenforceable, whether due to voidness, invalidity, illegality, unlawfulness or for any other reason whatever, shall, only to the extent that it is so unenforceable, be treated as pro non scripto and the remaining provisions of the Platinum Sale Agreement shall remain of full force and effect. The Purchaser and NewGold declare that it is their intention that the Platinum Sale Agreement would be executed without such unenforceable provision if they were aware of such unenforceability at the time of execution hereof; the Platinum Sale Agreement constitutes the sole record of the agreement between the Purchaser and NewGold in relation to the subject matter hereof. Neither of them shall be bound by any express, tacit or implied term, representation, warranty, promise or the like not recorded herein. The Platinum Sale Agreement supersedes and replaces all prior commitments, undertakings or representations, whether oral or written, between the parties in respect of the subject matter hereof; no addition to, variation, novation or agreed cancellation of any provision of the Platinum Sale Agreement shall be binding upon the either NewGold or the Purchaser unless reduced to writing and signed by or on behalf of each of them; and no indulgence or extension of time which either may grant to the other shall constitute a waiver of or, whether by estoppel or otherwise, limit any of the existing or future rights of the grantor in terms hereof, save in the event and to the extent that the grantor has signed a written document expressly waiving or limiting such right. 58

61 8. PRIORITY OF PAYMENTS All monies of NewGold will be applied in the following order of priority and in each case if and only to the extent that payments of a higher priority have been made in full: 8.1 first, in meeting the Taxation liability of NewGold from time to time; 8.2 second, pari passu and pro rata: in repayment of all amounts owing by NewGold (whether capital, interest or otherwise) to Absa in terms of the Bridging Loan Agreement; and in payment of all fees and expenses payable by NewGold, to the extent not already paid pursuant to a draw down under the Bridging Loan Agreement; and 8.3 third, pari passu and pro rata in payment of the Redemption Value payable in terms of any of the Platinum Debentures to be redeemed as at any point in time. 9. LIABILITY FOR CALCULATIONS All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purpose of these Debenture Conditions, whether by the Manager or otherwise, shall (in the absence of wilful default, negligence, bad faith or manifest error) be binding on NewGold and the Platinum Debenture Holders and (in such absence as aforesaid) no liability to the Platinum Debenture Holders shall attach to NewGold or the Manager in connection with the exercise or non-exercise by them of their powers, duties and discretions hereunder. 10. PAYMENT 10.1 The Redemption Value in relation to each Platinum Debenture shall, in all instances where a Platinum Option has not been exercised, be paid by NewGold in Rand in accordance with this paragraph 10. Where a Qualifying Debenture Holder exercises a Platinum Option payment of the Redemption Value shall be set-off against the Purchase Price of the Sale Platinum in accordance with paragraph All monies payable on or in respect of each Platinum Debenture shall be paid by electronic funds transfer to the account of the relevant Platinum Debenture Holder as set forth in the Register at 17:00 Johannesburg time on the Business Day preceding the relevant Redemption Date or, in the case of joint Platinum Debenture Holders, the account of that one of them who is first named in the Register in respect of that Platinum Debenture, provided that no payment in respect of the redemption of such Platinum Debenture shall, in the case of a Certificated Debenture, be made by NewGold until three Business Days after the date on which the Debenture Certificates in respect of such Certificated Debenture to be redeemed has been surrendered to the Transfer Agent If NewGold is prevented or restricted, directly or indirectly, from making any payment by electronic funds transfer in accordance with paragraph 10.2 (whether by reason of strike, lockout, fire, explosion, floods, riot, war, accident, force majeur, embargo, legislation, shortage of or breakdown in facilities, civil commotion, unrest or disturbances, cessation of labour, government interference or control or any other cause or contingency beyond the control of NewGold), NewGold shall give notice to the Platinum Debenture Holders within three Business Days of such inability arising. Upon receipt of such notice, any Platinum Debenture Holder may request NewGold to make payment of any such amounts by way of cheque and, if the Platinum Debenture Holder so requests, to make such cheque available for collection during business hours by a Platinum Debenture Holder or its Representative at the office of the Transfer Agent. All monies so payable by cheque shall, unless the Platinum Debenture Holder requests that the cheque be made available for collection as set out above, be sent by post within two Business Days of the receipt by NewGold of such request to: the address of that Platinum Debenture Holder as set forth in the Register at 17:00 Johannesburg time on the Business Day preceding the Redemption Date; or in the case of joint Platinum Debenture Holders, the address set forth in the Register of that one of them who is first named in the Register in respect of that Debenture on the Business Day preceding the Redemption Date; or such other address as may be designated to the Transfer Agent in writing by that Platinum Debenture Holder; or 59

62 if the amount in question is legally payable to anyone else, the address designated by that person for that purpose Each such cheque shall be made payable to the relevant Platinum Debenture Holder or, in the case of joint Platinum Debenture Holders, the first one of them named in the Register and each such cheque shall be dated as at the relevant Redemption Date Payment of a cheque sent in terms of paragraph 10.3 or 10.4 shall be a complete discharge by NewGold of the amount of the cheque If several persons are entered into the Register as joint Platinum Debenture Holders then, payment to any one of them of any monies payable on or in respect of the Platinum Debentures shall be an effective and complete discharge by NewGold of the amount so paid, notwithstanding any notice (express or otherwise) which NewGold may have of the right, title, interest or claim of any other person to or in any Platinum Debenture or interest therein Subject to these Debenture Conditions, cheques may be posted by ordinary post, provided that neither NewGold nor its agent shall be responsible for any loss in transmission and the postal authorities shall be deemed to be the agent of the Platinum Debenture Holders for the purpose of all cheques posted in terms of this paragraph Payments in respect of Dematerialised Debentures will be made in accordance with the Applicable Procedures and NewGold shall have no responsibility and shall not incur any liability in any respect for the records relating to, or payments made on account of Dematerialised Debentures, or for the maintaining, supervising or reviewing any records relating to such Dematerialised Debentures Any monies payable by NewGold in respect of a Platinum Debenture which are unclaimed by the relevant Platinum Debenture Holder for any reason whatsoever, including, without limiting the generality of the aforegoing, by reason of a failure on the part of the relevant Platinum Debenture Holder to submit its bank account details to the Transfer Agent or a failure to submit the correct bank account details to the Transfer Agent for entry into the Register, for a period of three years after the relevant payment date of the monies in question shall: be paid over to the Guardian s Fund (or its successor) for and on behalf of the relevant Platinum Debenture Holder; and shall not bear interest, and such payment by NewGold to the Guardian s Fund shall be a complete discharge by NewGold of its relevant payment obligations under the Platinum Debenture in question. 11. TAXATION As at the date of these Debenture Conditions, all payments in respect of the Platinum Debentures will be made without withholding or deduction for or on account of any present or future Taxation imposed or levied by or on behalf of the RSA or any authority thereof or therein having power to tax, unless such withholding or deduction is required by Applicable Law. In that event, NewGold shall make such payments after such withholding or deduction has been made (where applicable) and shall account to the relevant authorities for the amount so required to be withheld or deducted. NewGold shall not be obliged to make any additional payments to Platinum Debenture Holders in respect of such withholding or deduction. 12. PRESCRIPTION The Platinum Debentures will become void unless presented for payment within a period of three years after the Redemption Date therefor. 13. DELIVERY, DEMATERIALISATION, EXCHANGE AND REPLACEMENT OF CERTIFICATES 13.1 The Platinum Debenture Holder of Dematerialised Debentures may, in terms of the Applicable Procedures and through its nominated broker or CSDP, direct a written request to the Transfer Agent for a certificate representing the number of Platinum Debentures to be delivered by the Transfer Agent in exchange for such Dematerialised Debentures. The Transfer Agent shall deliver such certificate upon such written request no later than 14 calendar days after receiving the written request of such Platinum Debenture Holder in accordance with the Applicable Procedures, 60

63 provided that joint holders of Dematerialised Debentures shall be entitled to receive only one certificate in respect of that joint holding and delivery to one of those joint holders shall be delivery to all of them. Should any the certificates contemplated in this clause 13.1 need to be posted by NewGold, such certificates will be sent by registered post only The holder of Dematerialised Debentures shall be obliged, if requested upon written notice of not less than five Business Days by NewGold to do so, to exchange such Dematerialised Debentures for Certificated Debentures (or such number of Certificated Debentures as such Platinum Debenture Holder may request in writing), in accordance with the Applicable Procedures if: it is impossible for whatever reason for the Platinum Debentures held by the applicable holder to be held via Strate or the settlement system operated by the relevant Financial Exchanges; the applicable settlement system operated by Strate or the relevant Financial Exchange is closed for business for a continuous period of fourteen days (other than by reason of holiday, statutory or otherwise) or announces its intention permanently to cease business and a successor satisfactory to NewGold and the applicable Financial Exchange is not available; or NewGold has become or will become subject to adverse tax consequences, which would not be suffered were such Dematerialised Debentures to be exchanged for Certificated Debentures A person holding a Dematerialised Debenture may, in terms of the Applicable Procedures and through its nominated CSDP, direct a written request to the Transfer Agent for a certificate representing the number of Certificated Debentures to be delivered by the Transfer Agent in exchange for such Dematerialised Debentures. The Transfer Agent shall deliver such certificates upon such written request no later than fourteen days after receiving the written request of the holder of such Dematerialised Debentures in accordance with the Applicable Procedures, provided that, joint holders of Dematerialised Debentures shall be entitled to receive only one certificate in respect of that joint holding and delivery to one of those joint holders shall be delivery to all of them Certificates shall be provided (whether by way of issue, delivery or exchange) by NewGold without charge, save as otherwise provided in these Debenture Conditions. Separate costs and expenses relating to the provision of certificates and/or the transfer of Platinum Debentures may be levied by other persons, such as a Settlement Agent, under the Applicable Procedures and such costs and expenses shall not be borne by NewGold. The costs and expenses of delivery of certificates by other than ordinary post (if any) and, if NewGold shall so require, taxes or governmental charges or insurance charges that may be imposed in relation to such mode of delivery shall be borne by the Platinum Debenture Holder If any certificate is mutilated, defaced, stolen, destroyed or lost it may be replaced at the office of the Transfer Agent on payment by the claimant of such costs and expenses as may be incurred in connection therewith and against the furnishing of such indemnity as the Transfer Agent may reasonably require. Mutilated or defaced certificates must be surrendered before replacements will be issued Any person becoming entitled to Certificated Debentures in consequence of the death or insolvency of the relevant Platinum Debenture Holder may, upon producing evidence to the satisfaction of NewGold that he holds the position in respect of which he proposes to act under this paragraph or of his title, require NewGold and the Transfer Agent to register such person as the holder of such Debentures or, subject to the requirements of this paragraph 13, to transfer such Platinum Debentures to such person. 14. TRANSFER OF DEBENTURES 14.1 Dematerialised Debentures may be transferred in terms of the Applicable Procedures. In order for any transfer of Debentures evidenced by a certificate to be effected through the Register and for the transfer to be recognised by NewGold, each transfer of a Platinum Debenture: must be embodied in the usual Transfer Form; 61

64 must be signed by the relevant Platinum Debenture Holder and the transferee, or any authorised representatives of that registered Platinum Debenture Holder and/or transferee; and must be made by way of the delivery of the Transfer Form to the Transfer Agent together with the certificate in question for cancellation or, if only part of the Platinum Debentures represented by a certificate is transferred, a new certificate for the balance will be delivered to the original Platinum Debenture Holder and the cancelled certificate will be retained by the Transfer Agent The transferor of any Platinum Debentures represented by a certificate shall be deemed to remain the owner thereof until the transferee is registered in the Register as the holder thereof All authorities to sign transfer deeds granted by Platinum Debenture Holders for purposes of transferring Platinum Debentures which may be lodged, produced or exhibited with or to NewGold at any time at its registered office shall, as between NewGold and the grantor of such authority be taken and be deemed to continue to remain in full force and effect, and NewGold may allow same to be acted upon until such time as express notice in writing of the revocation of same shall have been given and lodged at the registered office of NewGold at which the original authority was lodged, produced or exhibited (as the case may be) Even after the giving and lodging of such notice, NewGold shall be entitled to give effect to any instrument signed under the authority to sign and certified by any officer of NewGold as being an order before the giving and lodging of such notice Before any transfer is registered all relevant transfer taxes (if any) must have been paid and evidence of such payment must be furnished as the Transfer Agent reasonably require as to the identity and title of the transferor and the transferee No transfer will be registered while the Register is closed If a transfer is registered then the Transfer Form (if any) and cancelled certificate (if any) will be retained by the Transfer Agent. 15. REGISTER 15.1 The Register shall be kept at the offices of the Transfer Agent. The Register shall contain the name, address and bank account details of the registered Platinum Debenture Holders. The Register shall show the date of such issue and the date upon which the Platinum Debenture Holder became registered as such. The Register shall show the serial numbers of any certificates issued. The Register shall be open for inspection during the normal business hours of the Transfer Agent to any Platinum Debenture Holder or any person authorised in writing by any Platinum Debenture Holder. The Transfer Agent shall not record any transfer other than on Business Days, nor while the Register is closed The Transfer Agent shall alter the Register in respect of any change of name, address or bank account number of any of the Platinum Debenture Holders of which it is notified in accordance with these Debenture Conditions. 16. NOTICES Save where a paragraph in these Debenture Conditions expressly provides for notice to be given in some other manner: 16.1 for so long as the Platinum Debentures are held in their entirety in Dematerialised form, there may be substituted for publication as contemplated in paragraph 16.2 the delivery of the relevant notice to each of the applicable central depository and electronic settlement systems operated by the Financial Exchanges, the Settlement Agents and the Financial Exchanges for communication by them to the holders of Dematerialised Debentures; and 16.2 should any of the Platinum Debentures be held in Certificated form as envisaged in 16.1, all notices (including all demands or requests under these Debenture Conditions) to the Platinum Debenture Holders will be valid if: 62

65 mailed by registered post or hand delivered to their addresses appearing in the Register or published in a leading English language daily newspaper of general circulation in the RSA; or for so long as any of the Platinum Debentures are listed on the JSE, published in a daily newspaper of general circulation in Johannesburg. Any such notice shall be deemed to have been given on the day of first publication or hand delivery or on the seventh day after the day on which it is mailed (as the case may be); and 16.3 notices (including all demands or requests under these Debenture Conditions) to be given by any Platinum Debenture Holder shall be in writing and given by delivering the notice, together with a certified copy of the relevant certificate, to NewGold at its registered office. For so long as all of the Platinum Debentures are Dematerialised, notice may be given by any holder of a Dematerialised Debenture to NewGold through the Platinum Debenture Holder s relevant Settlement Agent in accordance with the Applicable Procedures and in such manner as NewGold and the relevant Settlement Agent may approve for this purpose; and 16.4 any notice to NewGold shall be deemed to have been received by NewGold, on the second Business Day after being hand delivered to the registered office of NewGold or on the seventh day after the day on which it is mailed by registered post to the registered office of NewGold (as the case may be), provided that any notice mailed from an address outside of the RSA shall be deemed to have been received by NewGold on the fourteenth day after the date on which it was mailed. 17. AMENDMENT OF CONDITIONS No amendment to these Debenture Conditions shall be made unless: 17.1 the Platinum Debenture Holders have consented to such amendment by a Special Resolution to that effect; and 17.2 the JSE has consented thereto, provided that NewGold shall be entitled, without Platinum Debenture Holder approval, to amend these Debenture Conditions so as to: 17.3 correct any patent error or defect; or 17.4 to comply with, cater for, take cognisance of, or harmonise with the Applicable Law and Constitutional Documents. 18. MEETINGS OF PLATINUM DEBENTURE HOLDERS 18.1 Convening of meetings NewGold may at any time convene a meeting of Platinum Debenture Holders (a meeting or the meeting ) NewGold shall convene a meeting upon the requisition in writing of Platinum Debenture Holders holding Platinum Debentures referencing at least one-tenth of the aggregate quantity of the Platinum held by NewGold as at such point in time, upon and being given notice of the nature of the business for which the meeting is to be held All notices of meetings shall include details of the place, day and hour of the meeting and of the nature of the business to be transacted at the meeting All meetings of Platinum Debenture Holders shall be held in Johannesburg Requisition A requisition notice referred to in paragraph 18.1 shall state the nature of the business for which the meeting is to be held and shall be deposited at the office of the Manager The Manager shall notify NewGold of the deposit of a requisition notice forthwith A requisition notice may consist of several documents in like form, each signed by one or more requisitionists. 63

66 18.3 Convening of meetings by requisitionists If NewGold does not proceed to cause a meeting to be held within 30 Business Days of the deposit of a requisition notice, requisitionists who together hold Platinum Debentures referencing not less than 10% of the aggregate quantity of Platinum held by NewGold as at such point in time, may themselves convene the meeting, but the meeting so convened shall be held within ninety Business Days from the date of such deposit and shall be convened as nearly as possible in the same manner as that in which meetings may be convened by NewGold. Notice of the meeting shall be required to be given to NewGold Notice of meeting Unless Platinum Debenture Holders holding Platinum Debentures referencing at least 90% of the aggregate quantity of Platinum held by NewGold as at such point in time agree in writing to a shorter period, at least twenty-one calendar days written notice specifying the place, day and time of the meeting and the nature of the business for which the meeting is to be held shall be given by NewGold, to each Platinum Debenture Holder in accordance with the provisions of paragraph The accidental omission to give such notice to any Platinum Debenture Holder or the non-receipt of any such notice, shall not invalidate the proceedings at a meeting Quorum A quorum at a meeting shall: for the purposes of considering a resolution other than one requiring a Special Resolution, consist of Platinum Debenture Holders present in person or by Proxy and holding Platinum Debentures referencing in aggregate not less than one-third of the aggregate quantity of Platinum held by NewGold as at such point in time; and for the purposes of considering a Special Resolution, consist of Platinum Debenture Holders present in person or by Proxy and holding Platinum Debentures referencing in aggregate not less than a clear majority of the aggregate quantity of Platinum held by NewGold as at such point in time No business shall be transacted at a meeting of the Platinum Debenture Holders unless a quorum is present at the time when the meeting proceeds to business If, within 15 minutes from the time appointed for the meeting, a quorum is not present, the meeting shall, if it was convened on the requisition of Platinum Debenture Holders, be dissolved. In every other case the meeting shall stand adjourned to the same day in the third week thereafter, at the same time and place, or if that day is not a Business Day, the next succeeding Business Day, in which event, notice of the adjourned meeting shall be sent to every Platinum Debenture Holder in accordance with the provisions of paragraph 16 and shall state that, if a quorum (as referred to in paragraph is not present at the adjourned meeting, the Platinum Debenture Holders then present will form a quorum Chairperson Any director of NewGold or his duly authorised representative shall preside as chairperson at a meeting. If no director of NewGold or his duly authorised representative is present within ten minutes of the time appointed for the holding of the meeting, the Platinum Debenture Holders then present shall choose one of their own number to preside as chairperson Adjournment Subject to the provision of this paragraph 18, the chairperson may, with the consent of, and shall on the direction of, the meeting, adjourn the meeting from time to time and from place to place No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 64

67 At least 14 days written notice of the place, day and time of an adjourned meeting shall be given by NewGold to each Platinum Debenture Holder and NewGold. In the case of a meeting adjourned in terms of paragraph , the notice shall state that the Platinum Debenture Holders present in person or by Proxy at the adjourned meeting will constitute a quorum How questions are decided 18.9 Votes At a meeting, a resolution put to the vote shall be decided on a show of hands unless, before or on the declaration of the result of the show of hands, a poll is demanded by the chairperson or by any one of the Platinum Debenture Holders present in person or by Proxy Unless a poll is demanded, a declaration by the chairperson that on a show of hands a resolution has been carried, or carried by a particular majority, or lost, shall be conclusive evidence of that fact, without proof of the number or proportion of the votes cast in favour of or against such resolution A poll demanded on the election of a chairperson or on the question of the adjournment of a meeting shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairperson of the meeting directs and the result of such poll shall be deemed to be the resolution of the meeting In the case of an equality of votes, whether on a show of hands or on a poll, the chairperson shall not be entitled to a casting vote in addition to the vote, if any, to which he is entitled On a show of hands every Platinum Debenture Holder present in person shall have one vote. On a poll every Platinum Debenture Holder, present in person or by Proxy, shall have one vote for each Platinum Debenture held by it. The joint holders of Platinum Debentures shall have only one vote on a show of hands and only one vote in respect of the Platinum Debentures of which they are the registered holder and the vote may be exercised only by the holder whose name appears first in the Register in the event that more than one of such joint holders is present at the meeting in person or by Proxy The Platinum Debenture Holder in respect of Dematerialised Debentures shall vote at any such meeting on behalf of the beneficial owners of such Dematerialised Debentures in accordance with the instructions from the holders of Dematerialised Debentures conveyed through the Settlement Agents in accordance with the Applicable Procedures Proxies and Representatives On a show of hands or on a poll, votes may be given either in person or by Proxy. A Proxy shall be authorised in writing under a Form of Proxy A person appointed to act as Proxy need not be a Platinum Debenture Holder The Proxy form shall be deposited at the registered office of NewGold or at the office where the Register is kept not less than 24 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in such Proxy proposes to vote, failing which, the Proxy shall be invalid No Form of Proxy shall be valid after the expiration of six months from the date named in it as the date of its execution. A Form of Proxy shall be valid for any adjourned meeting, unless the contrary is stated thereon A Proxy shall have the right to demand or join in demanding a poll A vote given in accordance with the terms of a Proxy shall be valid, notwithstanding the previous death or incapacity of the principal or revocation of the Proxy or of the authority under which the Proxy was executed or the transfer of Platinum Debentures in respect of which the Proxy was given, provided that no intimation in writing of such death, incapacity or revocation shall have been received by NewGold at the office of the 65

68 Transfer Agent more than, and that the transfer has been given effect to less than, twelve hours before the commencement of the meeting or adjourned meeting at which the Proxy is to be used Any reference in these Debenture Conditions to a Platinum Debenture Holder present in person includes such a duly authorised Representative of a Platinum Debenture Holder Records NewGold shall cause minutes of all resolutions and proceedings of meetings to be duly entered in books of NewGold Any such minutes as aforesaid, if purporting to be signed by the chairperson of the meeting at which such resolutions were passed or proceedings held or by the chairperson of the next succeeding meeting, shall be admissible in evidence without any further proof, and until the contrary is proved, a meeting of Platinum Debenture Holders in respect of the proceedings of which minutes have been so made shall be deemed to have been duly held and convened and all resolutions passed thereat, or proceedings held, to have been duly passed and held Governing law The Platinum Debentures and all rights and obligations relating to the Platinum Debentures are governed by, and shall be construed in accordance with, the laws of the RSA. SIGNED at on this day of 2013 For and on behalf of NEWGOLD ISSUER LIMITED (RF) Name: Capacity: Who warrants his/her authority hereto Name: Capacity: Who warrants his/her authority hereto 66

69 ANNEXURE B ISSUER DISCLOSURES In addition to the disclosures already made by the Issuer in this Offering Circular and Pre-listing Statement the Issuer discloses the additional information set out below. DIRECTORS Independent non-executive Non-executive Physical address Work address Fearnhead, Timothy John 13 Argyle Avenue, Craighall, Fricker Road, Illovo Boulevard Johannesburg, 2196 Letty, Edwin Marcus 33 Stiglingh Road, Illovo 32 Fricker Road, Illovo Boulevard Johannesburg, 2196 Nedeljkovic, Vladimir 120 Carlswald Estate, 131 Walton Road, Midrand 15 Alice Lane, Sandton Southey, Edward Montagu 21 Meyer Street, Oaklands, Fricker Road, Illovo Boulevard Johannesburg, 2196 Van Staden, Kurt Wade (alternate director to Southey, Edward Montagu) 72, 9th Street, Parkhurst, Fricker Road, Illovo Boulevard Johannesburg, 2196 ABRIDGED CURRICULA VITAE OF THE DIRECTORS OF NEWGOLD: Abridged curriculum vitae of Mr Timothy John Fearnhead Age: 63 Nationality: South African Qualifications: CA(SA) and Diploma in Advanced Banking Business address: 16 Fricker Road, Illovo Boulevard, Johannesburg, 2196 Occupation and experience: Chartered Accountant (SA) Mr Fearnhead is a qualified Chartered Accountant (SA) and has a Diploma in Advanced Banking. Mr Fearnhead has years of experience in the financial sector, and served as a partner at Deloitte from 1977 to 1997, and as General Manager of Nedbank from 1997 to He is currently an independent consultant and runs his own consultancy and training business. Mr Fearnhead has served on the following boards of directors and in the following partnerships: NewGold Issuer Limited (RF), The South African Bank of Athens, Alexander Forbes Preference Share Investments Limited, Fintech Receivables 2 Proprietary Limited, FirstRand Insurance Services Company Limited, Onthecards Investments II Proprietary Limited, Hentig 3287 Proprietary Limited, Commissioner Street No 1 Proprietary Limited, Commissioner Street No 3 (RF) Proprietary Limited, Commissioner Street No 4 (RF) Proprietary Limited, Constantia Insurance Company Limited, Constantia Life and Health Assurance Company Limited, Constantia Insurance Holdings Proprietary Limited, Trackhedge Proprietary Limited, Constantia Life Limited, AGRE Insurance Company Limited, Bleau Enterprises Proprietary Limited, Campaign Investments Proprietary Limited, Vumelana Advisory Fund NPC. Abridged curriculum vitae of Mr Edwin Marcus Letty Age: 71 Nationality: South African Qualifications: Admitted attorney, notary and conveyancer Business address: 32 Fricker Road, Illovo Boulevard, Johannesburg, 2196 Occupation and experience: Attorney, notary and conveyancer, CEO and director of various companies 67

70 Directorships/partnerships in the five years preceding the date of this Offering Circular and Pre-listing Statement: Amber House Fund 2 Security SPV (RF) Proprietary Limited, Blue Granite Investments No. 5 Security SPV Proprietary Limited, Brandmark Proprietary Limited, Business Venture Investments No 1539 Proprietary Limited, Collateralised Auto Receivables Securitisation 1 Guarantor, Columbia Falls Properties 118 Proprietary Limited, ERS No1 Security SPV Proprietary Limited, Eagle Newco Number One, Eagle Security co Number One, Fedtrust, Fedprop, Fedbond Life Limited, Fedbond Nominees, Fedbond Participation Mortgage Bond Managers,Fedtrust Nominees,Fedgroup Management, Grayston Conduit 1 Security SPV 1, Grayston Conduit 1 Security SPV 2, Grayston Conduit 1 Security SPV 4, Grayston Conduit 1 Security SPV 5, Home Obligors Mortgage Enhanced Securities Security SPV Series 1, Home Obligors Mortgage Enhanced Securities Security SPV Series 2, Home Obligors Mortgage Enhanced Securities Security SPV Series 3, La Maison Vinasse, La Vinasse Vineyards, Main Branch Investments 40, NBC Future Guard, NBC Pension Backed Lending Guarantor SPV, NewFunds, Newgold Issuers Proprietary Limited, Newgold Managers Proprietary Limited, Newshelf 839 Limited, Private Commercial Mortages Security Mortgages Security SPV Series 1 Proprietary Limited, Private Commercial Mortages Security Mortgages Security SPV Series 2 Proprietary Limited,Private Mortgages,1 Security SPV Proprietary Limited, Private Mortgages,2 Security SPV Proprietary Limited, Private Mortgages, 3 Security SPV Proprietary Limited, Rich Rewards Trading 669 Proprietary Limited, Sanlam Home Loans 101 Security SPV Proprietary Limited, Sanlam Home Loans 102 Security SPV Proprietary Limited, Sanlam Home Loans 102 Proprietary Limited, Sanlam Home Loans 103 Proprietary Limited, Sanlam Home Loans 103 Security SPV,Security SPV 1 Proprietary Limited, Security SPV 2 Proprietary Limited, Security SPV 3 Proprietary Limited, Security SPV 4 Proprietary Limited, Tennant Benefit Consultants Proprietary Limited, The EThekwini Fund 6 Security SPV Proprietary Limited, The EThekwini Fund 7 Security SPV Proprietary Limited, The EThekwini Fund 8 Security SPV Proprietary Limited, The EThekwini Fund Private Placements Security SPV Proprietary Limited, The EThekwini Warehousing Conduit Proprietary Limited The EThekwini Warehousing Conduit Security SPV Proprietary Limited, The South African Home Loans Hedge Company Proprietary Limited, Tiddlers Proprietary Limited, Trackhedge Managers Proprietary Limited, Trackhedge Proprietary Limited, Vukile Investments Property Securitisation Proprietary Limited. Abridged curriculum vitae of Dr V Nedeljkovic Age: 49 Nationality: South African Qualifications: BSc (Honours) in Electrical Engineering; MSc in Electrical Engineering; PhD in Applied Mathematics; Masters of Business Administration Business address: 15 Alice Lane, Sandton, 2196 Occupation and experience: Head of Investments at Absa Capital Dr Nedeljkovic is Absa Capital s Principal, Head of Investments. He has played a key role in the development of Absa s ETF business, as well as in the development of innovative ETF products. His qualifications include a Bachelor of Science (Honours) degree in Electrical Engineering from the University of Belgrade, as well as a Master of Science degree in Electrical Engineering from the same institution. In 1996 he attained a PhD degree in Applied Mathematics at the University of the Witwatersrand, and in 2002 he completed a Master of Business Administration degree at Wits Business School. He was awarded a first class pass for his MBA, together with the CAMAF Award for The Best MBA Student in Quantitative Method Topics. Abridged curriculum vitae of Mr Edward Montagu Southey Age: 71 Nationality: South African Qualifications: BA LLB Business address: 10 Fricker Road, Illovo Boulevard, Johannesburg, 2196 Occupation and experience: Practising attorney Directorships/partnerships in the five years preceding the date of this Offering Circular and Pre-listing Statement: Accelerator Fund 1 Proprietary Limited, Accelerator Fund 1 Security SPV Proprietary Limited, Accelerator Fund 2 Proprietary Limited, Accelerator Fund 2 Security SPV Proprietary Limited, Accelerator Fund 3 Proprietary Limited, Accelerator Fund 3 Security SPV Proprietary Limited, Assore Limited, Attorneys Insurance Indemnity Fund, Auto Series Investments Limited, Blue Granite Investments No. 1 Proprietary Limited, Blue Granite Investments No. 2 Proprietary Limited, Blue Granite Investments No. 3 Proprietary Limited, Blue Granite Investments No. 4 Proprietary Limited, Blue Granite Investments No. 5 Proprietary Limited, Blue Granite No. 1 Security SPV Proprietary Limited, Blue Granite No. 2 Security SPV Proprietary Limited, Blue Granite No. 3 Security SPV Proprietary Limited, Blue Granite No. 4 Security SPV Proprietary Limited, Collaterised 68

71 Auto Receivables Securitisation 1 Guarantor Proprietary Limited, DHB Investments Proprietary Limited, Eagle Newco Number One Proprietary Limited, Eagle Security Co Number One Proprietary Limited, Edu Loan Capital Proprietary Limited, Epoch Investment Holdings Limited, Epoch Two Investment Holdings Limited, Fintech Lease Rentals Proprietary Limited, FNB Retail Equities Nominees Proprietary Limited, Grainflow Investments Limited, Grayston Conduit 1 Proprietary Limited, Home Obligors Mortgage Enhanced Securities Proprietary Limited, Indwa Investments Limited, ivuzi Investments Limited, Lexshell 596 Investments Proprietary Limited, Lexshell 624 Investments Proprietary Limited, Main Street 65 Proprietary Limited, Main Street 220 Proprietary Limited, Main Street 367 Proprietary Limited, Main Street 728 Proprietary Limited, Main Street 789 Proprietary Limited, Maitland Executors Limited, Maitland Trust Limited, Maitland Trust (KZN) Proprietary Limited, Maitland FS Holdings Proprietary Limited, MBT Channel Capital Proprietary Limited, Micawber 388 Proprietary Limited, Mondi SSC (SA) Proprietary Limited, NBC Future Guard Security SPV Proprietary Limited, NewFunds Proprietary Limited, NewGold Issuer Limited (RF), Newgold Managers Proprietary Limited, Nqaba Finance 1 Proprietary Limited, Private Commercial Mortgages Proprietary Limited, Private Mortgages 1 Proprietary Limited, Private Mortgages 2 Proprietary Limited, Private Mortgages 3 Proprietary Limited, Procul Limited, Philco One Hundred and Twenty Eight Proprietary Limited, Sanlam Home Loans 101 Security SPV Proprietary Limited, Sanlam Home Loans 102 Proprietary Limited, Sanlam Home Loans 102 Security SPV Proprietary Limited, Sanlam Home Loans 103 Proprietary Limited, Sanlam Home Loans 103 Security SPV Proprietary Limited, Schindler Lifts SA Proprietary Limited, Security SPV 1 Proprietary Limited Security SPV 2 Proprietary Limited, Security SPV 3 Proprietary Limited, Security SPV 4 Proprietary Limited, Secured Mortgages One Proprietary Limited, South African Securitisation Programme Proprietary Limited (RF), Tarl Investment Holdings Limited, The Oppenheimer Trust Proprietary Limited, Theseus Trustees (South Africa) Proprietary Limited, Trackhedge Proprietary Limited, Trackhedge Managers Proprietary Limited, Usat Trust Limited, Vukile Investment Property Securitisation Proprietary Limited. Abridged curriculum vitae of Mr Kurt Wade van Staden (alternate to Edward Montagu Southey) Age: 41 Nationality: South African Qualifications: BJuris, LLB, MBA Business address: 32 Fricker Road, Illovo Boulevard, Johannesburg, 2196 Occupation and experience: Head of Legal and Compliance for an Asset Management Company, provision of various fiduciary services (independent trustee/ and directorships) to special purpose vehicles used in both private and public investment structures. SHARE CAPITAL NewGold has an authorised share capital of ZAR1 000 divided into ordinary par value shares of ZAR1 each, of which 100 ordinary par value shares of ZAR1 each have been issued at par. All of these issued shares are beneficially owned by the NewGold Owner Trust. NewGold does not have any shares of no par value, founders, management or deferred shares. ALTERATION OF CAPITAL NewGold is a specially-incorporated special purpose vehicle and accordingly there has been no alteration of the capital of NewGold during the three years immediately preceding the date of this Offering Circular and Pre-listing Statement. Other than the issue of gold bullion debentures by NewGold (under and pursuant to the NewGold Prospectus) in its ordinary course of business, NewGold has not made any offers of shares or debentures to the public for subscription or sale during such three year period. BORROWING POWERS EXERCISABLE BY DIRECTORS NewGold may not, and is prohibited in terms of its Memorandum of Incorporation from, incurring any liability or indebtedness, save as specifically provided for in the Transaction Documents. The relevant provisions are contained in paragraph 5 of the Memorandum of Incorporation which provides as follows: 5.1 Notwithstanding anything to the contrary contained in this MOI, the Company shall not (and no organ body or committee of the Company shall accordingly have the power, authority or ability to do so), without the approval of a Special Resolution of the Debenture Holders conduct or engage in any business other than the Business, for example: incur any borrowings or other liabilities (not limited ejusdem generis) other than: in terms of the written management agreement entered into on 15 October 2004 between the Company and Manco including as amended, novated and/or 69

72 replaced from time to time by the Company and Manco or such other manager as may be appointed by the Company from time to time; in terms of the Custody Agreement; in terms of the Debentures; and/or in terms of the Debenture Conditions; in terms of any offering document issued by the Company in relation to the listing of the Debentures on one or more Other Exchange; and in terms of any other agreement and/or document necessary or ancillary for the Company to conduct its Business; enter into any transaction or contract otherwise than in the ordinary, regular and normal course of the Business; encumber any of its assets or permit any of its assets to become subject to any lien, hypothecation or encumbrance; become liable, whether contingently or otherwise and whether as surety, co-principal debtor, guarantor or indemnifier, for the liabilities of any third party; enter into any compromise with its creditors in terms of section 155 of the Companies Act; propose any scheme of arrangement in terms of section 114 of the Companies Act; sell, cede, assign, transfer or otherwise deal in or dispose of its interest in any Underlying Commodity, save as permitted in terms of the Debenture Conditions or as provided for in terms of the Custody Agreement; utilise the proceeds derived from the issue of Debentures for any purpose other than in pursuance of the Business; establish any Subsidiaries, employ any employees or purchase or rent any premises; consolidate or merge with any other Person; alienate, dispose of, deal with or grant any options or present or future rights to acquire any of its assets or undertakings or any right, title or interest in and to such assets or undertakings and any interests, estate, right, title or benefit therein (save as contemplated in clause 5.1.7). NewGold is not permitted to amend its MOI without the approval of the Platinum Debenture Holders, and the borrowing powers of NewGold are accordingly entrenched. REMUNERATION OF DIRECTORS The directors of NewGold are not entitled to any remuneration for their services as directors, nor are they entitled to reimbursement for any expenses incurred in travelling to and from meetings of directors or Debenture Holders. If a director is employed by NewGold in a capacity other than director, his/her remuneration must be determined by a disinterested quorum of directors. The relevant provisions are contained in paragraphs 24 and 26.4 of the Memorandum of Incorporation, which provide as follows: Save in the circumstances contemplated in clause 26.4: the Directors or Alternate Directors or members of Board committees shall not be entitled to any remuneration for their services as Directors or Alternate Directors or members of Board Committees; and the Directors and Alternate Directors shall not be entitled to reimbursement for any expenses incurred in travelling (including hotels) to and from meetings of the Directors and Holders, nor are the members of the Board committees entitled to reimbursement for any expenses incurred in travelling (including hotels) to and from meetings of the members of the Board committees A Director may be employed in any other capacity in the Company or as a director or employee of a company controlled by, or itself a major subsidiary of, the Company and in that event, his/her 70

73 appointment and remuneration in respect of such other office must be determined by a disinterested quorum of Directors The Board may from time to time appoint one or more of the Directors to the office of managing Director or manager (provided always that the number of Directors so appointed as managing Director or joint managing Directors and/or the holders of any other executive office including a chairperson who holds an executive office but not a chairperson who is a non-executive Director shall at all times be less than ½ of the number of Directors in office) for such period (not exceeding 5 years) and at such remuneration (whether by way of salary or commission, or participation in profits or partly in one way and partly in another) and generally on such terms as may be determined by a disinterested quorum of Directors, and it may be made a term of her/his appointment that she/he be paid a pension, gratuity or other benefit on her/his retirement from office. LOANS OF NEWGOLD Other than the Platinum Debentures (once issued) and the Bridging Loan (once made), all of which are described in this Offering Circular and Pre-listing Statement, there are no material loans made to or by NewGold and there is no loan capital outstanding. Neither the Platinum Debentures nor the Bridging Loan are secured. ADEQUACY OF CAPITAL The directors of NewGold are of the opinion that, after the issue of the Platinum Debentures, the issued capital of NewGold together with the amount to be raised pursuant to the Offer (including the amount to be raised pursuant to the Offer) would be adequate for the purposes of the business of NewGold as described in this Offering Circular and Pre-listing Statement. MARKET MAKING Absa has been appointed by the Manager as a market maker for the ETF and will be responsible for establishing and maintaining the secondary market in the Platinum Debentures. The Market Maker cannot guarantee active trading but will, on a best effort basis, always provide liquidity as required by the JSE Listings Requirements. LITIGATION STATEMENT There are no legal or arbitration proceedings of which NewGold is aware (including any proceedings which are pending or threatened) which have or may have a material effect on NewGold s financial position. MATERIAL CONTRACTS Details of any material contracts entered into or to be entered into by the Issuer have been disclosed in this Offering Circular and Pre-listing Statement. OFFERING CIRCULAR AND PRE-LISTING STATEMENT The directors of NewGold are of the opinion that the business of NewGold, conducted in accordance with the provisions conducted in the Transaction Documents, will be viable on the basis set out herein. In addition, the directors of NewGold are of the opinion that NewGold, through the appointment of the Manager has sufficient expertise to issue the Platinum Debentures and to conduct the ETF on the basis set out herein. GOING CONCERN NewGold is a going concern and NewGold can in all circumstances be reasonably expected to meet all of its commitments as and when they fall due. NO MATERIAL CHANGE After due and careful consideration the Issuer confirms (without the involvement of its Auditors) that there has not been any material change in its financial and trading position between the publication of the annual financial statements of the Issuer for the year ended 31 March 2012 and the Last Practicable Date. CORPORATE GOVERNANCE KING III ADHERENCE The Issuer subscribes to, and is fully committed to sound business principles and motives of integrity and accountability and the values of good corporate governance as espoused in the Code of Corporate Practices 71

74 and Conduct as set out in the King III Report on Corporate Governance. In doing so the directors recognise the need to govern the enterprise with integrity and in accordance with generally-accepted corporate practices. The Issuer is a special-purpose public company and is a subsidiary of the NewGold Owner Trust. The Issuer has no employees and its management is outsourced to NewGold Managers Proprietary Limited, which is another special-purpose company. In terms of the Management Agreement between the Issuer and the Manager, the Manager is entitled to subcontract and/or delegate services including those related to financial management and advisory services, custodial services, legal services, tax consulting services and information technology services without the consent of the Issuer, but subject to a limit of R The consent of the Issuer is required for engagements expected to exceed R Notwithstanding the aforementioned, the directors of the Issuer are of the opinion that the Issuer has complied in all material respects with the principles and recommendations of the Code of Corporate Practices and Conduct as set out in the King III Report on Corporate Governance. CONSENTS The Transfer Agent, legal and tax advisors, corporate advisor and sponsor and auditors whose names are contained herein have consented in writing to act in their capacities stated and to their names being stated in this Offering Circular and Pre-listing Statement in the form and context in which they appear and none of these consents have been withdrawn prior to signature of this Offering Circular and Pre-listing Statement. AUTHORISATION All consents, approvals, authorisations or other orders of all regulatory authorities required by the Issuer under the laws of the RSA have been given for the creation and issue of the Platinum Debentures and for the Issuer to undertake and perform its obligations under this Offering Circular and Pre-listing Statement. 72 PRINTED BY INCE (PTY) LTD REF. W2CF15990

75 ANNEXURE C1 APPLICATION FORM: PLATINUM DEBENTURES OFFER (IN SPECIE SUBSCRIPTION) Application for Platinum Debentures under the Offer. Please read the Offering Circular and Pre-listing Statement. Terms not defined in this Application Form shall have the same meanings attributed to them in the Offering Circular and Pre-listing Statement. Investors wishing to subscribe for Platinum Debentures after 26 April 2013 should complete the Application Form headed Application Form: Platinum Debentures Subsequent Issue (In specie subscription). Only Qualifying Applicants should complete this Application Form and subscribe in specie. Evidence that an Applicant holds all necessary licences, consents and approvals to be a Qualifying Applicant will be required to accompany this Application Form. If you have not appointed a broker or CSDP, then your application will not be valid. If you wish to appoint the Participating Brokers then kindly contact the Participating Brokers on (011) (for Non-Controlled Clients) or (for Controlled Clients). Applications may be rejected for non-compliance with the Financial Intelligence Centre Act, 38 of 2001, or any Applicable Law, noncompliance with the time periods stipulated in the Offering Circular and Pre-listing Statement or in the event of over subscription. 1. This Application Form, when completed, must be delivered to one of the parties mentioned below, marked Platinum Debentures Offer (In Specie Subscriptions). If investors are in any doubt as to which procedure to follow, they must contact Absa Bank Limited (acting through its Corporate and Investment Banking division), 15 Alice Lane, Sandton, 2196 (telephone: +27 (11) ; [email protected]). 1.1 A Controlled Client should hand deliver this Application Form to his/her broker (65 Empire Road, Parktown, 2193) or, at the risk of the Controlled Client, post the Application Form to the broker (PO Box 113, Auckland Park, 2006), who will lodge the application with its nominated CSDP. 1.2 A Non-controlled Client should hand deliver this Application Form to his/her nominated CSDP, who will lodge the application with NewGold s CSDP, or, at the risk of the Non-Controlled Client, post the Application Form to his/her CSDP. 1.3 Where the Applicant does not have a nominated CSDP, it should hand deliver its application to the Participating Broker (15 Alice Lane, Sandton, 2196) or post it, at the risk of the Applicant, to the Participating Broker, (Private Bag X10056, Sandton, 2146). Additional to the subscription application, the Applicant must complete the form headed Safe Custody Agreement which is available from the Participating Broker on request. The Applicant will then be treated as a Controlled Client at the Participating Broker and a CSDP will be nominated by the Participating Broker. 2. Your subscription must be for at least a Block of Platinum Debentures. 3. Investors must deposit with the Custodian a sufficient quantity of Platinum in order to subscribe for a Block of Platinum Debentures and arrange with the Custodian to confirm to NewGold and for NewGold to confirm to the Applicant s brokers, CSDP or the Participating Brokers (as the case may be) that such Platinum has been deposited together with irrevocable instructions for same to be transferred to the Allocated Platinum Account of NewGold. 4. Please note that the Creation Fee and costs must be paid in cash to your broker, CSDP or Participating Brokers (as the case may be) and accordingly, only the net amount or value will be invested in Platinum Debentures. 5. Certified copies of all licences, consents and approvals evidencing the fact that the Applicant is a Qualifying Applicant must accompany this Application Form. 6. This Application Form must be received by the person referred to in paragraph 1 by no later than 17:00 on Friday, 19 April Late applications will not be accepted. Investors must advise their CSDP or broker of their acceptance of the Offer in the manner and by the cut-off time stipulated by their CSDP or broker. 7. Each application must be in one name only and show only one address. To the Directors I/We, the undersigned hereby: warrant that I/we have full legal capacity to contract; apply for Platinum Debentures under the Offer; acknowledge that the Creation Fee and other costs must be paid by me, and accordingly, only the net amount or value will be invested in Platinum Debentures. I/We hereby give (Name of CSDP or broker) permission to debit my account, as per the details below for the amount due in terms of this application. Date 2013 Telephone number ( ) Signature (state if company) Assisted by (where applicable)

76 Surname of individual or Name of corporate body Mr Mrs Miss Other title First names in full (if an individual) ID number (if a natural person) or company registration number Postal address (preferably PO Box address) Platinum Debentures statements will be sent to this address. Contrary instructions will not be accepted. Banking details Bank Branch Branch code Account number Type of account (current/savings) Total amount to cover investments in Platinum Debentures, Creation Fee and costs R 1. Applicants should consult their stockbrokers, bankers or financial or other advisers if in doubt as to the correct completion of this Application Form. Alternatively Applicants can contact the Participating Brokers directly at (i) 15 Alice Lane, Sandton, 2196 tel: (011) (for Non-Controlled Clients), (ii) 65 Empire Road, Parktown, 2193 tel: (for Controlled Clients) or (iii) Absa Bank Limited (acting through its Corporate and Investment Banking division), 15 Alice Lane, Sandton, 2196 (telephone: +27 (11) ; [email protected]). 2. Applications are irrevocable and may not be withdrawn. 3. The following summary is intended as a guide and is therefore not comprehensive. If you are in any doubt in regard hereto, please consult your professional advisers. 3.1 Blocked Assets may be used by former residents and non-residents of the Common Monetary Area for payment in terms of this offer and reference should be made to the relevant portion of the Offering Circular and Pre-listing Statement dealing with South African Exchange Control Regulations. 3.2 All payments in respect of subscription for Platinum Debentures by non-residents using Blocked Assets must be made through a South African authorised dealer in foreign exchange. 3.3 Platinum Debentures purchased with Blocked Rand will be recorded as being held by a non-resident in accordance with South African Exchange Control Regulations. 3.4 If applicable, money which is refundable in respect of unsuccessful applications or partly successful applications, as the case may be, for Platinum Debentures in terms of this application, emanating from blocked accounts, will be returned, in terms of the applicable Exchange Control Regulations, to the authorised dealer administering such blocked accounts for the credit of such applicant s blocked account. 4. All alterations on this Application Form (other than the deletion of alternatives) must be authenticated by a full signature. 5. The allotment and issue of Platinum Debentures is conditional upon a listing of the Platinum Debentures on the JSE. 6. All money and/or Platinum received for Platinum Debentures from Applicants will be held by the Custodian or CSDP (as applicable) pending the issue of the Platinum Debentures and the fulfilment of the condition set out in paragraph 5 above. If this condition is not fulfilled, the money and/or Platinum will be refunded by cheque or electronic funds transfer (in the case of money) or an instruction to the Custodian to transfer the Platinum back to the Applicant within seven days of the non-fulfilment of the condition set out in paragraph 5 and, in the case of money payment made by cheque, will be posted by ordinary mail, at the risk of the relevant applicant, without payment of interest. 7. Applications in the name of an unassisted minor, a deceased estate, a partnership, a trust or any person who requires legal assistance in entering into contracts will not be accepted. 8. Save in respect of certified copies of licences, consents and approvals evidencing the fact that the Applicant is a Qualifying Applicant, no documentary evidence of capacity need accompany this application, but NewGold reserves the right to call upon any Applicant to submit such evidence for noting and to return the evidence at the Applicant s risk.

77 ANNEXURE C2 APPLICATION FORM: PLATINUM DEBENTURES SUBSEQUENT ISSUE (IN SPECIE SUBSCRIPTION) Application for Platinum Debentures under a Subsequent Issue. Please read the Offering Circular and Pre-listing Statement. Terms not defined in this Application Form shall have the same meanings attributed to them in the Offering Circular and Pre-listing Statement. Only Qualifying Applicants should complete this Application Form and subscribe in specie. Evidence that an Applicant holds all necessary licences, consents and approvals to be a Qualifying Applicant will be required to accompany this Application Form. If you have not appointed a broker or CSDP, then your application will not be valid. If you wish to appoint the Participating Broker then kindly contact the Participating Brokers on (011) (for Non-Controlled Clients) or (for Controlled Clients). Applications may be rejected for non-compliance with the Financial Intelligence Centre Act, 38 of 2001, or any Applicable Law, non-compliance with the time periods stipulated in the Offering Circular and Pre-listing Statement or in the event of over subscription. 1. This form, when completed, must be delivered to one of the parties mentioned below, marked Platinum Debentures Subsequent Issue. If investors are in any doubt as to which procedure to follow, they must contact Absa Bank Limited (acting through its Corporate and Investment Banking division), 15 Alice Lane, Sandton, 2196 (telephone: +27 (11) ; [email protected]). 1.1 A Controlled Client should hand deliver this Application Form to his/her broker (65 Empire Road, Parktown, 2193), who will lodge the application with its nominated CSDP. 1.2 A Non-controlled Client should hand deliver this Application Form to his/her nominated CSDP, who will lodge the application with the Issuer s CSDP. 1.3 Where the applicant does not have a nominated CSDP, it should visit the website of the Issuer at How%20to%20invest/Pages/HowtoinvestinETFs.aspx where all the information relating to its application will be published. 2. Your subscription must be for at least a Block of Platinum Debentures. 3. Investors must deposit with the Custodian a sufficient quantity of Platinum in order to subscribe for a Block of Platinum Debentures and arrange with the Custodian to confirm to NewGold and for NewGold to confirm to the Applicant s brokers, CSDP or the Participating Brokers (as the case may be) that such Platinum has been deposited together with irrevocable instructions for same to be transferred to the Allocated Platinum Account of NewGold. 4. Please note that the Creation Fee and costs must be paid in cash to your broker, CSDP or Participating Brokers (as the case may be) and, accordingly, only the net amount or value will be invested in Platinum Debentures. 5. Certified copies of all licences, consents and approvals evidencing the fact that the Applicant is a Qualifying Applicant must accompany this Application Form. 6. Each application must be in one name only and show only one address. To the Directors I/We, the undersigned hereby: warrant that I/we have full legal capacity to contract; apply for Platinum Debentures under the Offer; acknowledge that the Creation Fee and other costs must be paid by me, and accordingly, only the net amount or value will be invested in Platinum Debentures. I/We hereby give (Name of CSDP or broker) permission to debit my account, as per the details below for the amount due in terms of this application. Date 2013 Telephone number ( ) Signature (state if company) Assisted by (where applicable)

78 Surname of individual or Name of corporate body Mr Mrs Miss Other title First names in full (if an individual) ID number (if a natural person) or company registration number Postal address (preferably PO Box address) Platinum Debentures statements will be sent to this address. Contrary instructions will not be accepted. Banking details Bank Branch Branch code Account number Type of account (current/savings) Total amount to cover investments in Platinum Debentures, Creation Fee and costs R 1. Applicants should consult their stockbrokers, bankers or financial or other advisers if in doubt as to the correct completion of this Application Form. Alternatively Applicants can contact the Participating Brokers directly at (i) 15 Alice Lane, Sandton, 2196 tel: (011) (for Non-Controlled Clients), (ii) 65 Empire Road, Parktown, 2193 tel: (for Controlled Clients) or (iii) Absa Bank Limited (acting through its Corporate and Investment Banking division), 15 Alice Lane, Sandton, 2196 (telephone: +27 (11) ; [email protected]). 2. Applications are irrevocable and may not be withdrawn. 3. The following summary is intended as a guide and is therefore not comprehensive. If you are in any doubt in regard hereto, please consult your professional advisers. 4. Blocked Assets may be used by former residents and non-residents of the Common Monetary Area for payment in terms of this offer and reference should be made to the relevant portion of the Offering Circular and Pre-listing Statement dealing with South African Exchange Control Regulations. 5. All payments in respect of subscription for Platinum Debentures by non-residents using Blocked Assets must be made through a South African authorised dealer in foreign exchange. 6. If applicable, money which is refundable in respect of unsuccessful applications or partly successful applications, as the case may be, for Platinum Debentures in terms of this application, emanating from blocked accounts, will be returned, in terms of the applicable Exchange Control Regulations, to the authorised dealer administering such blocked accounts for the credit of such applicant s blocked account. 7. All alterations on this Application Form (other than the deletion of alternatives) must be authenticated by a full signature. 8. The allotment and issue of Platinum Debentures is conditional upon a listing of the Platinum Debentures on the JSE. 9. All money and/or Platinum Platinum received for Platinum Debentures from Applicants will be held by the Custodian or CSDP (as applicable) pending the issue of the Platinum Debentures and the fulfilment of the condition set out in paragraph 5 above. If this condition is not fulfilled, the money and/or Platinum will be returned by cheque or electronic funds transfer (in the case of money) or an instruction to the Custodian to transfer the Platinum back to the Applicant, within seven days of the non-fulfilment of the condition set out in paragraph 5 and, in the case of money payment made by cheque, will be posted by ordinary mail, at the risk of the relevant applicant, without payment of interest. 10. Applications in the name of an unassisted minor, a deceased estate, a partnership, a trust or any person who requires legal assistance in entering into contracts will not be accepted. 11. Save in respect of certified copies of licences, consents and approvals evidencing the fact that the Applicant is a Qualifying Applicant, no documentary evidence of capacity need accompany this application, but NewGold reserves the right to call upon any Applicant to submit such evidence for noting and to return the evidence at the Applicant s risk.

79 ANNEXURE D PLATINUM DEBENTURES REDEMPTION NOTICE NEWGOLD ISSUER LIMITED (RF) (Registration number 2004/014119/06) ( NewGold ) Please read the Offering Circular and Pre-listing Statement. Terms not defined in this Redemption Notice shall have the same meanings attributed to them in the Offering Circular and Pre-listing Statement. Please refer to the instructions below before completing this Redemption Notice. 1. This form should be properly completed and returned, marked Platinum Debentures Redemption Notice, to one of the parties mentioned below: 1.1 a Controlled Client should hand deliver this Redemption Notice to his/her broker or, at the risk of the Controlled Client, post it to the broker, who will lodge the application with its nominated CSDP; or 1.2 a Non-controlled Client should hand deliver his/her Redemption Notice to his/her nominated CSDP or, at the risk of the Non-controlled Client, post the application form to his/her CSDP. 2. Part B must be completed by emigrants from the Republic of South Africa. 3. A separate form is required for each Platinum Debenture Holder. 4. If this Redemption Notice is signed on behalf of a company, pension or provident fund, it must be accompanied by a certified copy of the resolution authorising the signatories. 5. A minor must be assisted by his/her parent or guardian unless the relevant documents establishing his/her legal capacity are produced or have been registered by the Platinum Debenture Holder s CSDP. 6. If a Platinum Debenture Holder has been widowed or divorced subsequent to acquiring the shares, documentary evidence of such status must be produced unless such evidence has already been registered by the Platinum Debenture Holder s CSDP. 7. Where the Platinum Debentures are held jointly, this Redemption Notice must be signed by all joint Platinum Debenture Holders. 8. If this Redemption Notice is signed under a power of attorney, such power must be produced unless it has already been registered by the Platinum Debenture Holder s CSDP or the documents bear the stamp of a broker. 9. If the Platinum Debenture Holder is a deceased estate, this Redemption Notice must be accompanied by the letters of executorship, unless such document has already been lodged with the Platinum Debenture Holder s CSDP or the document lodged bears the stamp of a broker. 10. Persons who are emigrants from the Common Monetary Area should nominate the authorised dealer in foreign exchange in the Republic of South Africa which has control of their blocked assets in Part B of this form. Failing such nomination, the proceeds due to such Platinum Debenture Holder in accordance with the provisions of the Offering Circular and Pre-listing Statement will be held by the Platinum Debenture Holder s CSDP, pending instructions from the Platinum Debenture Holder concerned. To: CSDP/Broker details:

80 Part A To be completed by all Platinum Debenture Holders wishing to redeem Platinum Debentures. I/We the undersigned, hereby instruct you to redeem of the Platinum Debentures comprising Blocks held by me/us with effect from ( Delivery Date ) I do/do not wish simultaneously with the redemption of the Platinum Debentures held by me referred to above, wish to exercise the Platinum Option.* In respect of the Platinum Option to be exercised by me/us we refer you to the Option Notice attached to this Redemption Notice as Schedule 1.** Yours faithfully Signature of the Platinum Debenture Holder Assisted by me (if applicable) Date Surname First names (in full) Title (Mr, Mrs, Miss, Ms, etc) Postal address (preferably PO Box address) to which certificate should be sent, if other than registered address Postal code Telephone number ( ) Bank Account Number Type of account (current/savings) Branch Branch code * Delete as applicable. ** The Option Notice is only to be completed in the event of an exercise of the Platinum Option. Section B To be completed by all emigrants. I/We surrender and enclose the undermentioned documents of title. Surname First names (in full) Title (Mr, Mrs, Miss, etc) Documents of title Statement number Number of debentures covered by each certificate/statement Total Nominated authorised dealer in the case of a holder who is an emigrant from the Common Monetary Area Name of dealer Account number Address Signature Stamp and address of agent lodging this form (if any) Date Assisted by me (if applicable) (State full name and capacity)

81 SCHEDULE 1 OPTION NOTICE* *This Option Notice is only to be completed in the event of the exercise of a Platinum Option. I/We the undersigned, hereby exercise a Platinum Option in respect of held by me in accordance with the provisions of condition 7 of the Debenture Conditions. Platinum Debentures Please credit my Nominated Platinum Account (as described below) with the Sale Platinum to be delivered to me pursuant to the exercise of this Platinum Option as aforesaid: I/We by my/our signature(s) hereto warrant, undertake and agree that: (a) upon the exercise by me/us of this Platinum Option, a Platinum Sale Agreement shall be deemed to have been entered into between myself/ourselves and NewGold on the terms and conditions set out in the Debenture Conditions; (b) I/We are Qualifying Debenture Holders and accordingly enclose herewith certified true copies of all relevant licences, consents, exemptions and the like evidencing my status as a Qualifying Platinum Holder as aforesaid. Yours faithfully Signature of the Platinum Debenture Holder Assisted by me (if applicable) Date Surname First names (in full) Title (Mr, Mrs, Miss, Ms, etc) Postal address (preferably PO Box address) to which certificate should be sent, if other than registered address Postal code Telephone number ( ) Bank Account Number Type of account (current/savings) Branch Branch code

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