Director/PDMR Shareholding & Issue of Equity

Pan African Resources PLC (Incorporated and registered in England and Wales under Companies Act 1985 with registered number 3937466 on 25 February 2000) AIM Code: PAF JSE Code: PAN ISIN: GB0004300496 ("Pan African" or the "Company") DEALINGS IN SECURITIES BY A DIRECTOR The Company was notified on 12 March 2015 of the following dealing in respectof the Company's ordinary shares of 1 pence each ("Shares"): Name of director: KC Spencer Company of which he is a director: Pan African Resources Plc Nature of transaction: Exercise of options granted in 2008 in terms of the Company's Share Option Plan Class of securities: Shares Date of transaction: 12 March 2015 Number of securities: 1,500,000 Price per security: ZAR0.83 ("Strike Price") Value of transaction: ZAR1,245,000 On-market or off-market: Off-market Nature of interest: Indirect beneficial Clearance given in terms of Paragraph Yes3.66: Further to this exercise of options by Mr Spencer, the Company has issued1,500,000 Shares at the Strike Price for a total consideration of ZAR1,245,000to Mr Spencer's family trust - Strode Trust. Following this issue of Shares, the total issued share capital of the Companycomprises 1,831,494,763 Shares with no Shares held in treasury. Accordingly,the figure of 1,831,494,763 Shares may be used by shareholders as thedenominator for the calculations by which they will determine if they arerequired to notify their interest in, or a change to their interest in theCompany under the FCA's Disclosure and Transparency Rules. Mr Spencer's total indirect beneficial interest in Pan African after theexercise of options is 3,000,000 Shares, representing 0.16% of the issued sharecapital of the Company. Application will be made to the AIM market of the London Stock Exchange ("AIM")and to the exchange operated by JSE Limited ("JSE") for 1,500,000 Shares to beadmitted to trading on AIM and for listing on the JSE, with admission totrading and listing on both markets expected to occur on 19 March 2015. Cobus Loots Deon Louw Pan African Resources PLC Pan African Resources PLC Chief Executive Officer Financial Director Office: + 27 (0)11 243 2900 Office: + 27 (0)11 243 2900 Phil Dexter Peter Stewart St James's Corporate Services Limited Canaccord Genuity Limited Company Secretary Nominated Adviser Office: + 44 (0)207 796 8644 Office: +44 (0)207 523 8000 Sholto Simpson Matthew Armitt / Ross Allister One Capital Peel Hunt LLP JSE Sponsor Joint Broker Office: + 27 (0)11 550 5009 Office: +44 (0)020 7418 8900 Julian Gwillim Daniel Thöle Aprio Strategic Communications Bell Pottinger PR Public & Investor Relations SA Public & Investor Relations UK Office: +27 (0)11 880 0037 Office: + 44 (0)203 772 2500 For further information on Pan African, please visit the website atwww.panafricanresources.com 13 March 2015

Sponsor: One Capital