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Further re Offer for Ridge Mining

26th May 2009 07:48

AQUARIUS PLATINUM LIMITED

ASX, LSE, JSE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE

RELEVANT LAWS OF SUCH JURISDICTION 26 May 2009 RECOMMENDED ALL SHARE OFFER for Ridge Mining plc ("Ridge") by Aquarius Platinum Limited ("Aquarius") Highlights * Recommended all share offer by Aquarius for Ridge at an exchange ratio of 1 Aquarius share for every 2.75 Ridge Shares, as announced on 18 February 2009 and confirmed on 27 March 2009. * Values Ridge's present issued share capital at approximately £96 million (based on 287 pence per Aquarius Share, being the closing price on the London Stock Exchange on 22 May 2009, the last practicable date prior to this announcement, and a total number of Ridge Shares in issue of 92,065,533). * Compelling strategic and commercial rationale for a combination of Aquarius and Ridge. * Aquarius has now received irrevocable undertakings to vote in favour of the Acquisition and the Scheme in respect of, in aggregate, 32.7 per cent. of Ridge's issued ordinary share capital from the Ridge Directors, Gold Mountains (H.K.) International Mining Company Ltd (a wholly owned subsidiary of Zijin Mining Group Co. Ltd) and Blackrock Investment Management (UK) Ltd. * The Aquarius Equity Capital Raising and Convertible Bond Issue have now completed, raising in excess of US$260 million. Accordingly the Pre-Condition in relation to the Equity Capital Raising and the Convertible Bond Issue has been satisfied. * Ridge's 50 per cent. owned Blue Ridge Platinum (Pty) Limited has entered into agreements to raise and refinance an aggregate amount of ZAR 527 million of secured funding for the continued operation of the Blue Ridge Mine. The IDC and the DBSA will provide new senior long term loan funding of ZAR 186 million to the Blue Ridge Mine. The existing long term loan of ZAR 141 million (including interest and charges accrued) provided by the DBSA remains in place but will now rank equally, in terms of security, with the new facility. * In addition, Blue Ridge Platinum has entered into an agreement to borrow ZAR 200 million, plus raising and legal costs, of bridging finance from RMB, supported by an undertaking from Aquarius to assume RMB's commitment in respect of such bridge finance in the event that the Acquisition is completed or terminated. In the event that the Acquisition is not successfully completed and Ridge cannot satisfy the repayment of the Bridge Facility at such point in time, this could result in the dilution of its interest in the Blue Ridge Mine. More detail on this facility is contained in paragraph 9 of this announcement. Accordingly the Pre-Condition in relation to the bridge funding for the Blue Ridge Mine has been satisfied.

Commenting on the proposed transaction, Stuart Murray, CEO of Aquarius, said: "The conclusion of the transaction with Ridge is now in sight. Over the last few months, we have become much closer to Ridge and more than ever we see the industrial and financial logic for combining Ridge into the larger Aquarius Group. It was particularly satisfying to see the Blue Ridge Mine pass a significant milestone in early April with the first production of concentrate. While we are not complacent about the challenges ahead as the mine ramps up to full production, we continue to be excited by the growth opportunities that Ridge will present to the enlarged Aquarius Group."

Terence Wilkinson, CEO of Ridge, added: "We are delighted that the pre-conditions have now been satisfied and look forward to completing the merger as soon as possible. The support of Aquarius has been invaluable in arranging the required finance to fund working capital at Blue Ridge."

Summary

Following the completion of Aquarius' Equity Capital Raising and Convertible Bond Issue and the satisfactory resolution by Ridge of its interim funding arrangements in respect of the Blue Ridge Mine, the Boards of Aquarius and Ridge are pleased to confirm that the Pre-Conditions have been satisfied. Accordingly, a recommended all share offer by Aquarius for the entire issued and to be issued share capital of Ridge is now being announced at an exchange ratio of 1 Aquarius Share for every 2.75 Ridge Shares, valuing Ridge's present issued share capital at approximately £96 million, based on the closing mid-market price of 287 pence per Aquarius Share on 22 May 2009, the last practicable date prior to this announcement, and a total number of Ridge Shares in issue of 92,065,533. Assuming all the options and warrants over Ridge Shares that are in the money at the Price were exercised, the value of Ridge implied by the Acquisition would be £136 million, based on a total number of issued Ridge Shares of 129,868,033. In the event that all the options and warrants that are in the money at the Price were exercised, there would also be an additional cash inflow of £25 million into Ridge.

Strategic and commercial rationale

Aquarius believes that there is a compelling strategic and commercial rationale for a combination with Ridge:

* diversification of the Aquarius portfolio and corresponding decrease in single project risk for Ridge; * significant expansion of reserve and resource base; * short-term increase in attributable production with the commissioning of the Blue Ridge Mine; * enhanced Aquarius mine-life profile through the Blue Ridge Mine; * the Blue Ridge Mine is a well executed small project with a complementary fit to the Aquarius portfolio; * opportunities to reduce overhead costs with combined administrative and technical functions; * added optionality through the Sheba's Ridge project; * combined leverage of mining and processing skills; * strengthened position amongst peers operating on the Bushveld Complex; and * some limited synergies between combined operations, particularly through sharing of skills and procurement.

Transaction pricing, terms and conditions and Scheme of Arrangement

At an exchange ratio of 1 Aquarius Share for every 2.75 Ridge Shares the implied price of 104.4 pence per Ridge Share (based on 287 pence per Aquarius Share, being the closing price on the London Stock Exchange on 22 May 2009, the last practicable date prior to this announcement) represents:-

* a premium of approximately 13 per cent. to the closing mid-market price of 92.5 pence per Ridge Share on 22 May 2009, the last practicable date prior to this announcement; * a premium of approximately 231 per cent. to the closing mid-market price of 31.5 pence per Ridge Share on 11 February 2009, being the last business day before the announcement by Ridge that it was in discussions with Aquarius regarding a possible offer for the Company; and * a premium of approximately 162 per cent. to the average closing mid-market price of 39.9 pence per Ridge Share for the six months to and including 11 February 2009.

The Acquisition is proposed to be implemented by way of a Scheme of Arrangement under Part 26 of the 2006 Act. The Scheme will be put to Ridge Shareholders at the Court Meeting and at the General Meeting, which will be convened in due course. The Scheme Document will be posted to Ridge Shareholders within 21 days of this announcement.

The Independent Ridge Directors, who have been so advised by RBC Capital Markets, consider the terms of the Acquisition to be fair and reasonable, so far as Ridge Shareholders are concerned. In providing their advice, RBC Capital Markets has taken into account the commercial assessments of the Independent Ridge Directors. Accordingly, the Independent Ridge Directors have unanimously agreed to recommend that Ridge Shareholders vote in favour of the Scheme at the Court Meeting and General Meeting to be convened in relation to the Acquisition.

This summary should be read in conjunction with, and is subject to, the full text of this announcement and the Appendices hereto. Appendix I sets out the terms and conditions of the Scheme. Appendix II contains further details of the bases and sources of certain of the information contained in this announcement. Appendix III contains the definitions of certain terms used in this summary and in this announcement.

Lazard and Rand Merchant Bank are acting as joint financial advisers to Aquarius. RBC Capital Markets is acting as sole financial adviser and corporate broker to Ridge.

A copy of this announcement will be available on Aquarius' website (www.aquariusplatinum.com) and Ridge's website (www.ridgemining.com).

Enquiries:Aquarius Ridge In the UK & South Africa Francis Johnstone (Commercial Director) Nick Bias Tel: +44 (0)20 7379 1474 Tel: +41 (0)79 888 1642 In Australia: RBC Capital Markets, financial adviser & nominated adviser to Ridge Willi Boehm Martin Eales or Patrick Meier Tel: +61 (0)8 9367 5211 Tel: +44 (0)20 7029 7881 Rand Merchant Bank Conduit PR

Peter Hayward-Butt or Carel Vosloo Charlie Geller or Gareth Tredway

Tel: +27 (0)11 282 8000 Tel: +44 (0)20 7429 6604 Lazard Peter Kiernan, Spiro Youakim or Chris Seherr-Thoss Tel:+44 (0)20 7187 2000 REGISTERED OFFICE

Aquarius Platinum Limited â— Clarendon House â— 2 Church Street â— Hamilton HMCX Bermuda

Email: [email protected]

Telephone: +61 8 9367 5211

The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

It is expected that the New Aquarius Shares will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. This transaction has not been approved or disapproved by the US Securities and Exchange Commission (the "Commission"), nor has the Commission or any US state securities commission passed upon the merits or fairness of the transaction nor upon the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States. The announcement has been prepared in accordance with English law and the Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

RMB is acting exclusively for Aquarius and no one else in connection with the matters referred to in this announcement and will not be responsible to any other person for providing the protections afforded to clients of RMB or providing advice in relation to the matters referred to in this announcement.

Lazard is acting exclusively for Aquarius and no one else in connection with the matters referred to in this announcement and will not be responsible to any other person for providing the protections afforded to clients of Lazard or providing advice in relation to the matters referred to in this announcement.

RBC Capital Markets is acting exclusively for Ridge and no one else in connection with the matters referred to in this announcement and will not be responsible to any other person for providing the protections afforded to clients of RBC Capital Markets or providing advice in relation to the matters referred to in this announcement.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the UK Takeover Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Aquarius or of Ridge, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (GMT) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Aquarius or Ridge, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the UK Takeover Code, all "dealings" in "relevant securities" of Aquarius or of Ridge by Aquarius or Ridge, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (GMT) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the UK Takeover Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.

Forward looking statements

This announcement contains certain "forward-looking statements" with respect to the parties' objectives and future performance, including statements relating to expected benefits associated with the transaction contemplated herein. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as "anticipates", "aims", "due", "could", "may", "should", "will", "expects / expected", "believes", "intends", "plans", "targets", "goal" or "estimates".

By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.

There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to: regulatory approvals required for the consummation of the transaction that may require acceptance of conditions with potential adverse impacts; risk involving the parties' ability to realise expected benefits associated with the transaction; the success of Ridge's Blue Ridge Mine; and macroeconomic conditions generally affecting the South African mining industry.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE

RELEVANT LAWS OF SUCH JURISDICTION 26 May 2009 RECOMMENDED ALL SHARE OFFER for Ridge Mining plc ("Ridge") by Aquarius Platinum Limited ("Aquarius") * Introduction

On 27 March 2009 Aquarius and Ridge announced that they had signed an implementation agreement in connection with a possible all share offer by Aquarius for Ridge. Following completion of Aquarius' Equity Capital Raising and Convertible Bond Issue and the satisfactory resolution by Ridge of its interim funding arrangements in respect of the Blue Ridge Mine, the Pre-Conditions have been satisfied. Accordingly, Aquarius is now pleased to announce an all share offer for the entire issued share capital of Ridge at an exchange ratio of 1 Aquarius Share for every 2.75 Ridge Shares in issue.

Appendix I sets out the terms and conditions of the Scheme. The sources and bases of information contained in this announcement are set out in Appendix II. The definitions of certain expressions used in this announcement are contained in Appendix III. Further information on Aquarius is set out in paragraph 13 of this announcement.

* The Acquisition

Under the terms of the Scheme, which is subject to the terms and conditions set out in Appendix I to this announcement and to the full terms and conditions to be set out in the Scheme Document, Ridge Shareholders holding Ridge Shares at the Scheme Record Date will receive:

for every 2.75 Ridge Shares 1 New Aquarius Share

The terms of the Acquisition value each Ridge Share at an implied price of 104.4 pence and the existing issued ordinary share capital of Ridge at approximately £96 million, based on the closing mid-market price of 287 pence per Aquarius Share on 22 May 2009, the last practicable date prior to this announcement, and a total number of Ridge Shares in issue of 92,065,533. Assuming all the options and warrants over Ridge Shares that are in the money at the Price were exercised, the value of Ridge implied by the Acquisition would be £136 million, based on a total number of issued Ridge Shares of 129,868,033. In the event that all the options and warrants over Ridge Shares that are in the money at the Price were exercised, there would be an additional cash inflow of £25 million into Ridge.

The implied price of 104.4 pence per Ridge Share represents:

* a premium of approximately 13 per cent. to the closing mid-market price of 92.5 pence per Ridge Share on 22 May 2009, the last practicable date prior to this announcement; and * a premium of approximately 231 per cent. to the closing mid-market price of 31.5 pence per Ridge Share on 11 February 2009, being the last Business Day before the announcement by Ridge that it was in discussions with Aquarius regarding a possible offer for the Company; and * a premium of approximately 162 per cent. to the average closing mid-market price of 39.9 pence per Ridge Share for the six months to and including 11 February 2009, being the last Business Day before the announcement by Ridge that it was in discussions with Aquarius regarding a possible offer for the Company.

Existing Aquarius Shareholders will own approximately 93 per cent. of the issued share capital of Aquarius as enlarged by the Acquisition, including the impact of the Equity Capital Raising and the Convertible Bond Issue. Ridge Shareholders will own approximately 7 per cent. of the enlarged issued share capital including the impact of the Equity Capital Raising and the Convertible Bond Issue. Assuming that all the options and warrants over Ridge Shares that are in the money at the Price were exercised, Ridge Shareholders would own approximately 10 per cent. of the enlarged issued share capital including the impact of the Equity Capital Raising and the Convertible Bond Issue.

* Background to and reasons for the Acquisition

Aquarius believes there is a compelling strategic and commercial rationale for a combination with Ridge:

* diversification of the Aquarius portfolio and corresponding decrease in

single project risk for Ridge;

* significant expansion of reserve and resource base;

* short-term increase in attributable production with the commissioning of

the Blue Ridge Mine;

* enhanced Aquarius mine-life profile through the Blue Ridge Mine;

* the Blue Ridge Mine is a well executed small project with a complementary

fit to the Aquarius portfolio;

* opportunities to reduce overhead costs with combined administrative and

technical functions;

* added optionality through the Sheba's Ridge project;

* combined leverage of mining and processing skills;

* strengthened position amongst peers operating on the Bushveld Complex; and

* some small limited synergies between combined operations, particularly

through sharing of skills and procurement.

The Acquisition would result in an improved production profile for Aquarius. It is anticipated that Ridge's Blue Ridge Mine will produce approximately 75,000 PGM ounces (50 per cent. attributable to Ridge) in the 2009 calendar year, ramping up to steady-state production of approximately 125,000 PGM ounces by 2011 (50 per cent. attributable to Ridge). Given the strike length and depth of the Blue Ridge orebody, Aquarius believes that the combined group will be in a stronger position to increase the production levels in the medium term above the current mine plan.

Furthermore, the Acquisition would significantly expand Aquarius' reserve and resource base. On a pro forma attributable basis, the proven and probable reserves for Aquarius would increase 61 per cent. from 8.7 million PGM ounces to 14.0 million PGM ounces, and the measured, indicated and inferred resources by 12.5 per cent. from 106.6 million ounces to 119.9 million ounces respectively. (Includes exploration properties for Aquarius and the attributable ounces from Sheba's Ridge for Ridge (39 per cent. attributable to Ridge). The enlarged resource base could provide an option for further exploration and possibly organic growth, notably from Ridge's Sheba's Ridge exploration project.

* Background to and reasons for the recommendation

The current turbulence within the financial markets has proven challenging for early stage mining opportunities. The proposed combination offers Ridge Shareholders the opportunity to retain the upside potential contained within Ridge's projects and at the same time reduces the risk inherent in a single early stage operation in a difficult economic environment. The combined group will have a more robust capital structure that will enable shareholders to benefit from the development opportunities embedded within Ridge, in particular the development of the Sheba's Ridge mining asset and the option to acquire an additional 22.5 per cent. stake from Anglo Platinum on the Ridge Board deciding to progress with the development of a mine at Sheba's Ridge.

* Recommendation

The Independent Ridge Directors, who have been so advised by RBC Capital Markets, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Independent Ridge Directors, RBC Capital Markets has taken into account the commercial assessments of the Independent Ridge Directors.

Accordingly, the Independent Ridge Directors have unanimously agreed to recommend that Ridge Shareholders vote in favour of the Scheme at the Court Meeting and General Meeting to be convened in relation to the Acquisition.

* Irrevocable undertakings

Ridge Directors have irrevocably undertaken to vote their entire holdings of Ridge Shares (being, in aggregate, 1,540,017 Ridge Shares which represent approximately 1.7 per cent. of the existing issued ordinary share capital of Ridge) in favour of the Acquisition and the Scheme at the Court Meeting and the General Meeting. The Ridge Directors have also undertaken that, if following this announcement, Aquarius decides to implement the Acquisition by means of an Offer instead of by way of the Scheme, they will accept such Offer in respect of their entire holdings of Ridge Shares. The irrevocable undertakings given by the Ridge Directors will lapse if the Implementation Agreement is terminated or if the Scheme does not become effective, lapses or is withdrawn.

Aquarius has also received irrevocable undertakings to vote in favour of the Acquisition and the Scheme in respect of, in aggregate, 31 per cent. of Ridge's issued ordinary share capital. These irrevocable undertakings relate to 18,423,000 Ridge Shares held by Gold Mountains (H.K.) International Mining Company Ltd (a wholly owned subsidiary of Zijin Mining Group Co. Ltd.) and 10,120,000 Ridge Shares held by funds or entities managed or advised by Blackrock Investment Management (UK) Ltd.. These irrevocable undertakings will lapse if the Scheme does not become effective, lapses or is withdrawn. In addition, the irrevocable undertaking given by Blackrock Investment Management (UK) Ltd. will lapse on 31 October 2009 or if a higher competing offer is made by a third party.

* Aquarius' intentions regarding the business of Ridge

Aquarius has, in only a decade, grown from a fledgling developer of platinum within the Bushveld Complex in South Africa to a mid-tier platinum producer with interests in six operating assets.

The Acquisition will build on the successful transformation of Aquarius into the fourth largest low cost platinum producer in the Bushveld Complex. Ridge's flagship Blue Ridge Mine entered production in 2009 and will further diversify Aquarius' portfolio, increase its resource base, add new production ounces and longevity to its production profile and add significant optionality with the Sheba's Ridge exploration property.

There is a compelling rationale for the Acquisition for both shareholder groups, as it combines Aquarius' 10 years' experience of operating shallow, mechanised underground mines with that of Ridge's management from the construction of the Blue Ridge Mine to provide a stronger future for both Ridge and Aquarius Shareholders.

It is Aquarius' intention to manage the Ridge operations in a cost effective manner, extracting maximum value for shareholders and to leverage the combined knowledge base of both companies as it brings the Blue Ridge Mine to full production and develops the future growth of the combined group through the development of the Sheba's Ridge property.

* Aquarius Equity Capital Raising and Convertible Bond Issue

The announcement made by Aquarius on 26 March 2009 set out as a Pre-Condition to the Acquisition the requirement for the Aquarius Equity Capital Raising and the Convertible Bond Issue becoming wholly unconditional and completing and Aquarius receiving not less than US$185 million in immediately available cleared funds pursuant thereto. As announced on 12 May 2009, the Equity Capital Raising and Convertible Bond Issue have now completed and accordingly the Pre-Condition in relation to the Equity Capital Raising and the Convertible Bond Issue has been satisfied.

An aggregate amount in excess of US$260 million was raised. These proceeds have enabled Aquarius fully to settle its bridge loan funding of ZAR 1,577 million, repayment of which was originally due by 30 June 2009, and will provide Aquarius with the necessary financial capacity to restart its Everest operation and develop the Blue Ridge Mine to ramp up to full production in 2010.

* Blue Ridge Mine funding

The announcement made by Aquarius on 26 March 2009 set out as a Pre-Condition to the Acquisition the requirement for Ridge to raise sufficient bridge funding for the continued operation of the Blue Ridge Mine. On 13 and 14 May 2009, Blue Ridge Platinum signed agreements in respect of the long and short term funding requirements for the Blue Ridge Mine, securing total funding of ZAR 527 million. This funding is now wholly unconditional and will be used to finance working capital requirements at the Blue Ridge Mine and for refinancing of existing mezzanine debt. Accordingly the Pre-Condition in relation to the bridge funding for the Blue Ridge Mine has been satisfied.

Under these arrangements:

* the IDC and the DBSA will provide new senior long term loan funding of ZAR 186 million to Blue Ridge Platinum; and * the existing long term loan of ZAR 141 million (including interest and charges accrued) provided by the DBSA remains in place but will now rank equally, in terms of security, with the new facility.

Furthermore, Blue Ridge Platinum has entered into an agreement with RMB to provide a Bridge Facility of ZAR 200 million, plus raising and legal costs, to the Blue Ridge Mine, repayable by 31 December 2009. The Bridge Facility will accrue interest at a rate of Jibar plus six per cent. up and until 30 June 2009, escalating to Jibar plus seven per cent. thereafter. Pursuant to an agreement entered into between RMB and Aquarius and, in exchange for a fee payable by RMB to Aquarius, RMB shall be entitled to cede, against full payment of the outstanding amount of the Bridge Facility, the Bridge Facility to Aquarius upon the occurring of the earliest of the following events:

* The relevant South African competition authorities approving the Acquisition; or * The Acquisition terminating for whatever reason.

Should the Acquisition be successful, it is intended that the Bridge Facility would be refinanced by Aquarius providing a long term secured facility to the Blue Ridge Mine to the value of the outstanding balance, including accrued interest up to that point, on the Bridge Facility.

The shareholders of Blue Ridge Platinum, being Ridge and Imbani Platinum SPV, have further committed to provide additional equity funding to the Blue Ridge Mine of an aggregate amount of ZAR 110 million, as and when such funding might be called upon from the Blue Ridge Term Lenders. To the extent that Imbani Platinum SPV is unable to contribute its proportion of such equity funding, Aquarius has undertaken to contribute the full ZAR 110 million with a consequent adjustment to the respective shareholdings of the partners in Blue Ridge Platinum, on the basis prescribed by the shareholders' agreement in relation to the Blue Ridge Mine.

Should the Acquisition not be successful, the Bridge Facility would become repayable on its maturity date of 31 December 2009. In the event of default under this loan, the approval of the majority of the secured lenders (measured on the basis of outstanding debt held at the relevant time) will be required in order for such lenders to enforce their rights against Blue Ridge Platinum pursuant to the relevant security arrangements. In the event that the majority consent to enforce security is not obtained, the following provisions will apply pursuant to the terms of an agreement entered into between Ridge, Blue Ridge Platinum, its shareholders and Aquarius:

* to the extent that Blue Ridge Platinum cannot repay the loan on or before 31 December 2009, Aquarius will grant an extension of three months (the "First Extension Period") for the repayment of the loan, and the interest rate payable on the loan would escalate by 300 basis points to Jibar plus 10 per cent.; * should the Bridge Facility not be repaid within the First Extension Period, a further extension of three months (the "Second Extension Period") will be granted, during which period the interest rate will increase by a further 500 basis points to Jibar plus 15 per cent; * during this Second Extension Period Aquarius can call on Ridge for the repayment of the Bridge Facility, failing which, at the end of the Second Extension Period, 45 days will be provided before Aquarius can convert the accrued outstanding balance of the Bridge Facility into equity in Blue Ridge Platinum; * in the event that Ridge settles the Bridge Facility the amount so settled will be recognised as an interest bearing, subordinated shareholders' loan in Blue Ridge Platinum; * the conversion into equity will be in accordance with the provisions set out in the Blue Ridge shareholders' agreement and such dilution would be exclusively at the expense of Ridge; * for a period immediately prior to Aquarius triggering the aforementioned conversion right, each of Imbani SPV, the IDC and the DBSA (acting collectively) will have the right, but not the obligation, to acquire the Bridge Facility and its concomitant entitlement in respect of the conversion as set out above from Aquarius. * Management, employees and locations

Aquarius recognises the strong contribution made by Ridge's management and employees to the development of Ridge, including their achievements in bringing the Blue Ridge Mine into production, which commenced in April 2009.

The Board of Aquarius has given the Ridge Board assurances that, following the Scheme becoming effective, the existing contractual and statutory rights of all management and employees of Ridge will be fully safeguarded. In addition, it has been agreed between both Boards that all employment contracts of on-mine employees at Ridge will be continued. Furthermore, agreement has also been reached with respect to senior management positions within the future combined group.

Following completion of the Acquisition, all the Ridge Directors intend to resign.

* Ridge Share Options and Warrants

Aquarius will make appropriate proposals to holders under the Ridge Share Schemes. Option holders will be informed of the proposals as soon as is practicable. Options and warrants granted to each of Imbani Platinum (Pty) Limited and Gold Mountains (H.K.) International Mining Ltd. are expected to be treated in accordance with the provisions of the respective agreements.

* Information on Ridge

Ridge is an AIM and PLUS traded company, registered in England, focusing on developing its prospective PGM projects in the Bushveld Complex in South Africa. The company's two most advanced PGM projects are the 50 per cent. owned Blue Ridge Mine on the eastern limb of the Bushveld Complex where development commenced in January 2007 and the first shipment of concentrate was delivered in early April 2009, and the nearby Sheba's Ridge project, a joint venture with Anglo Platinum and the IDC where a feasibility study was completed at the end of 2007.

* Information relating to Aquarius

Aquarius is a focused PGM producer with operations in the Bushveld Complex in South Africa and the Great Dyke Complex in Zimbabwe. The company is engaged in mineral exploration, mine development, concentrate production and investment. The company's primary listing is on the Australian Securities Exchange, with secondary listings on the London Stock Exchange and the Johannesburg Stock Exchange, in addition to a Level 1 American Depository Receipt programme in the United States.

* Current trading and prospects of Aquarius

In its quarterly results for the three months ended 31 March 2009, the Aquarius Group announced production of 194,424 PGM ounces, of which 97,212 PGM ounces are attributable to Aquarius. Due to the suspension of operations at the Everest mine in December 2008, production in the quarter ended 31 March 2009 is not directly comparable to previous quarters.

Aquarius' consolidated earnings for the quarter ended 31 March 2009 showed a net profit of US$6.5 million (US 2.0 cents per share) and a cash profit of $14.2 million. This is a significant improvement from the quarter ended 30 September 2008 and the quarter ended 31 December 2008, which recorded net losses of US$21.5 million and US$48.5 million respectively largely as a result of negative sales adjustments. This improved profit also benefited from reduced operating costs and marginally higher PGM prices.

The results for the period were significantly influenced by:

* a recovery in PGM prices and a reduction in volatility over the quarter, resulting in a US$11.8 million positive sales adjustment (pre-tax), compared to the negative sales adjustment of US$57.1 million in the quarter ended 31 December 2008; * a reduction in production of PGM ounces, due to the temporary closure of the Everest mine in December 2008; * a reduction in unit costs per PGM ounce during the course of FY2009, both in Rand and US dollar terms, due to increased efficiencies and US dollar strength; and * finance charges of US$7.9 million (pre-tax), which included interest payments on the RMB debt facility of US$6.4 million and a non-cash component of $1.5 million on the unwinding of the rehabilitation provision.

Since December 2008, the outlook has improved for the Aquarius Group as a whole. PGM prices have improved from the lows experienced in the six months ended 31 December 2008. As at 31 March 2009 platinum was trading at US$1,124 per ounce, up 24 per cent. from the closing price at 31 December 2008. Palladium was trading at US$215 per ounce and rhodium was trading at US$1,175 per ounce on 31 March 2009. Aquarius anticipates that improvements in production and reductions in operating costs will be achieved during the second half of the current financial year which will help further expand margins. Further details of Aquarius' results are contained in its announcement of its accounts for the 3 months ended 31 March 2009, announced on 21 April 2009.

* Structure of the Acquisition, de-listing and re-registration

The Acquisition will be effected by means of a Court sanctioned Scheme of Arrangement under Part 26 of the 2006 Act. The procedure will involve an application by Ridge to the Court to sanction the Scheme and confirm the cancellation of all Scheme Shares, in consideration for which Ridge Shareholders will receive shares in Aquarius as described in paragraph 2 of this announcement. ( In the case of Uncertificated Ridge Shareholders, it is expected that the New Aquarius Shares will be allotted and issued to the custodian of the Depository, for and on behalf of the Uncertificated Ridge Shareholders and that the Depository will issue depository interests to the Uncertificated Ridge Shareholders representing, on a one for one basis, underlying New Aquarius Shares. Depository interests can be held or transferred through CREST. Further information in respect of these depository interests will be included in the Scheme Document.) In addition, the Sterling Shares will be cancelled in accordance with their terms in consideration for payment of an amount equal to the amount paid up or credited as paid up on them. The implementation of the Scheme will be subject to the terms and conditions set out in Appendix I and the full terms and conditions which will be set out in the Scheme Document and will only become effective if, among other things, the following events occur:

â€¢ a resolution to approve the Scheme is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy at the Court Meeting, representing 75 per cent. or more in value of such Scheme Shareholders; and

â€¢ the Scheme is sanctioned (with or without modification) by the Court and the Scheme becomes effective by registration of the Court Order in relation to the cancellation of the Scheme Shares by the Registrar of Companies.

The purpose of the Scheme is for Ridge to become a wholly-owned subsidiary of Aquarius.

It is expected that application will be made to the London Stock Exchange for Ridge Shares to cease to be admitted to trading on AIM after the Effective Date.

Application will be made to: (i) the UK Listing Authority for the New Aquarius Shares to be admitted to the Official List and to the LSE for the New Aquarius Shares to be admitted to trading on its market for listed securities; (ii) ASX for the quotation of the New Aquarius Shares on ASX; and (iii) the JSE for the admission to listing and trading of the New Aquarius Shares on the main board of the JSE.

The New Aquarius Shares will be issued credited as fully paid and will rank pari passu in all respects with existing Aquarius Shares and will be entitled to all dividends and other distributions declared or paid by Aquarius by reference to a record date on or after the Effective Date but not otherwise.

Aquarius reserves the right to elect to implement the acquisition of the Ridge Shares by way of a takeover offer. In such event, it is proposed that such Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme.

Further details of the Scheme, including an indicative timetable for its implementation, will be contained in the Scheme Document, together with details on how Ridge Shareholders may vote at the Scheme Meeting and General Meeting. The Scheme Document will be posted no later than 21 days after this announcement.

* Regulatory Clearances

The Acquisition is conditional upon, inter alia, obtaining merger control approval from the South African Competition Authorities. It is expected that, subject to the satisfaction or, where relevant, waiver of the terms and conditions of the Scheme, the Scheme will become effective and the Acquisition will complete during mid to late 2009.

* Implementation Agreement and Non-Solicitation Agreement

Aquarius and Ridge entered into the Implementation Agreement on 26 March 2009, under the terms of which they have agreed to certain assurances and confirmations between Aquarius and Ridge (including undertakings regarding the conduct of the business of Ridge). The principal provisions are set out below with further information to be included in the Scheme Document.

Inducement Fee

Ridge has agreed to pay Aquarius an inducement fee of an amount equal to one per cent. of the value of Ridge calculated by reference to the terms of the Acquisition as at the date of this announcement (together with any amount payable in respect of any VAT but only to the extent that any such VAT is recoverable by Ridge or the representative member of Ridge's VAT group) in the following circumstances:

* the Scheme Document is not posted by Ridge within 21 days of the date of this announcement; * the Ridge Directors withdraw or adversely modify or qualify their recommendation or decide not to proceed with the Scheme; or * a Third Party Transaction is announced prior to the Acquisition lapsing or being withdrawn, and that or another Third Party Transaction is either recommended by the Ridge Directors and / or becomes or is declared wholly unconditional or is completed.

Non-Solicitation Agreement

Ridge has also entered into a Non-Solicitation Agreement under which it has undertaken not to solicit, initiate, encourage or otherwise seek to procure any initial or further approach to or from any other person with a view to a Third Party Transaction taking place, or entertain any approach from, or enter into or continue discussions and / or negotiations with, another person with a view to a Third Party Transaction taking place, save that Ridge is not prohibited from responding to unsolicited enquiries from, or holding discussions with, third parties to the extent that the Ridge Directors consider that they would be in breach of their fiduciary duties not to do so.

Ridge has also agreed not to provide any information to any third parties except as required under Rule 20.2 of the Code and to notify Aquarius of any approach regarding a Third Party Transaction, including the material terms thereof, and of any request for information by a third party under Rule 20.2 of the Code.

Termination

The Implementation Agreement and Non-Solicitation Agreement will be terminated in the following circumstances:

* if any condition becomes incapable of satisfaction or is invoked so as to cause the Acquisition not to proceed; * if the Scheme is not sanctioned by the Ridge Shareholders or the Court refuses to grant either of the Court Orders; * if the Effective Date has not occurred on or before 31 October 2009; * by notice in writing from Aquarius to Ridge if the Ridge Directors have withdrawn or adversely modified or qualified their recommendation to shareholders in support of the Acquisition and either the Panel consents to Aquarius withdrawing its offer, or a Third Party Transaction becomes or is declared wholly unconditional or is completed; or * if the Acquisition is implemented by way of an Offer, the Offer lapses in accordance with its terms or is withdrawn. * Disclosure of interests in Ridge

Save for the 217,981 Ridge Shares, representing approximately 0.24 per cent. of Ridge's existing issued share capital, held by Peter Ledger, non-executive director of Ridge and Aquarius Platinum (South Africa) (pty) Ltd (a wholly-owned subsidiary of Aquarius), as at the date of this announcement neither Aquarius, nor any of the directors of Aquarius, nor, so far as Aquarius is aware, any person acting in concert with Aquarius, has any interest in or right to subscribe for any relevant Ridge securities, nor has any short positions in respect of relevant Ridge securities (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, nor has borrowed or lent any relevant Ridge securities (save for any borrowed shares which have been on lent or sold).

* Overseas shareholders

The availability of the Proposals to Ridge Shareholders who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. If you remain in any doubt, you should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

Under the terms of the Proposals, Aquarius has reserved the right to make an Offer for Ridge as an alternative to the Scheme. If Aquarius exercises its right to implement the Acquisition by means of an Offer, any such Offer will be made in compliance with applicable laws and regulations.

* General

The Acquisition is subject to the terms and conditions set out in Appendix I, and to be set out in the Scheme Document. The Scheme Document will be posted to Ridge Shareholders and made available, for information only, to participants in the Ridge Share Schemes as soon as practicable and in any event within 21 days of the date of this announcement.

The Scheme will be governed by English law. The Scheme will be subject to the applicable requirements of the Takeover Code, the Takeover Panel, the LSE, the UKLA, ASX and the JSE.

Save as set out in paragraph 18 above in respect of Mr Ledger, neither Aquarius nor, so far as Aquarius is aware, any person acting in concert with Aquarius, has any arrangement in relation to relevant Ridge securities. For these purposes, "arrangement" includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to relevant Ridge securities which may be an inducement to deal or refrain from dealing in such securities.

Appendix I sets out the terms and conditions of the Scheme. Appendix II sets out the bases and sources of certain of the information contained in this announcement. Appendix III contains the definitions of certain terms used in this announcement.

A copy of this announcement will be available on Aquarius' website (www.aquariusplatinum.com) and Ridge's website (www.ridgemining.com).

Enquiries:Aquarius Ridge In the UK & South Africa Francis Johnstone (Commercial Director) Nick Bias Tel: +44 (0)20 7379 1474 Tel: +41 (0)79 888 1642 In Australia: RBC Capital Markets, financial adviser & nominated adviser Willi Boehm Martin Eales or Patrick Meier Tel: +61 (0)8 9367 5211 Tel: +44 (0)20 7029 7881 Rand Merchant Bank Conduit PR

Peter Hayward-Butt or Carel Vosloo Charlie Geller or Gareth Tredway

Tel: +27 (0)11 282 8000 Tel: +44 (0)20 7429 6604 Lazard Peter Kiernan, Spiro Youakim or Chris Seherr-Thoss Tel:+44 (0)20 7187 2000

Dealing disclosure requirements

Forward looking statements

APPENDIX I TERMS AND CONDITIONS OF THE SCHEME

The Acquisition and the Scheme will comply with the applicable rules and regulations of the London Stock Exchange, the UK Listing Authority, ASX, the JSE, the Panel, will be governed by English law and will be subject to the exclusive jurisdiction of the courts of England and to the terms and conditions set out below and to be set out in the Scheme Document.

All dates and times mentioned refer to London time.

1. The Acquisition will be conditional upon the Scheme becoming effective and

unconditional by not later than 31 October 2009 (or such lesser period as may be required by the Panel or such later date as Aquarius and Ridge may, with the consent of the Panel, agree and the Court may allow). The Scheme will be conditional upon:

a. approval of the Scheme by a majority in number of the Ordinary Shareholders

entitled to vote and present and voting, either in person or by proxy, at

the Court Meeting (or at any adjournment of such meeting), representing 75

per cent. or more in value of such Ordinary Shareholders;

b. all resolution(s) in connection with or required to approve and implement

the Scheme being duly passed by the requisite majority at the General

Meeting (or at any adjournment of such meeting); and

c. the sanction of the Scheme and the confirmation of the cancellation of the

Scheme Shares by the Court (in either case, with or without modifications on terms acceptable to Ridge and Aquarius) and the delivery of a certified copy of the Court Orders to the Registrar of Companies in England and Wales and the registration, in relation to the cancellation of the Scheme Shares, of such Court Order by him.

2. In addition, subject as stated in condition 4 below, the Acquisition will

be conditional upon the following matters and, accordingly, the copies of the Court Orders will not be delivered to the Registrar of Companies in England and Wales and the registration of the Court Order in relation to the cancellation of the Scheme Shares with the Registrar of Companies will not occur unless the following conditions (as amended if appropriate) have been satisfied or waived:

a. the Acquisition is unconditionally approved by the South African Competition Authorities in terms of the Competition Act No. 89 of 1998, provided that in the event that the Acquisition is approved subject to any conditions imposed by the South African Competition Authorities, those conditions are acceptable to Aquarius as determined in its discretion; b. admission of the New Aquarius Shares to the Official List, in accordance with the Listing Rules, and the admission of the New Aquarius Shares to trading on the Main Market for listed securities in accordance with the Admission and Disclosure Standards of the London Stock Exchange, becoming effective or, if Aquarius so determines and subject to the consent of the Panel (if required), the UK Listing Authority agreeing to admit the New Aquarius Shares to the Official List and the London Stock Exchange agreeing to admit such shares to trading on its Main Market for listed securities subject only to (i) the allotment of such shares and/or (ii) the Acquisition becoming effective; c. ASX agreeing to grant official quotation of the New Aquarius Shares on the ASX ; d. the JSE granting permission or agreeing to grant permission for the listing of the New Aquarius Shares on the main board of the JSE; e. no government or governmental, quasi-governmental, supranational, statutory or regulatory body or association, institution or agency (including any trade agency) or any court or other body (including any professional or environmental body) or person in any relevant jurisdiction (each a "Relevant Authority") having decided to take, instituted, implemented or threatened any action, proceeding, suit, investigation, enquiry or reference or enacted, made or proposed and there not continuing to be outstanding any statute, regulation, order or decision that would or might be reasonably expected to: f. i. make the Acquisition or its implementation or the acquisition of any shares in, or control of, Ridge by any member of the Wider Aquarius Group void, unenforceable or illegal under the laws of any relevant jurisdiction or directly or indirectly prohibit or otherwise materially restrict, prevent or delay or interfere with the implementation of, or impose additional material conditions or obligations with respect to, or otherwise challenge or materially interfere with the Acquisition or the acquisition of any shares in, or control of, Ridge by any member of the Wider Aquarius Group; ii. require the divestiture by any member of the Wider Aquarius Group or by any member of the Wider Ridge Group of all or any part of their respective businesses, assets or properties or impose any limitation on their ability to conduct all or any part of their respective businesses and to own or control any of their respective assets or properties; iii. impose any limitation on, or result in any delay in, the ability of any member of the Wider Aquarius Group to acquire or hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Ridge Group or on the ability of any member of the Wider Ridge Group to hold or exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in, or to exercise management control over, any other member of the Wider Ridge Group; iv. require any member of the Wider Aquarius Group or of the Wider Ridge Group to acquire or offer to acquire any shares or other securities (or the equivalent) in any member of the Wider Ridge Group or any asset owned by any third party (other than the acquisition of Ridge Shares in the implementation of the Acquisition); v. impose any limitation on the ability of any member of the Wider Aquarius Group or the Wider Ridge Group to conduct its business in any material respect; or vi. otherwise materially and adversely affect any or all of the business, assets, financial or trading position or profits or prospects of any member of the Wider Aquarius Group or of the Wider Ridge Group,

and all applicable waiting and other time periods during which any such Relevant Authority could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or the proposed acquisition of any shares in Ridge having expired, lapsed or been terminated;

i. all necessary notifications, filings or applications having been made in connection with the Acquisition; ii. all statutory or regulatory obligations in any jurisdiction having been complied with and all applicable waiting periods (including any extensions thereof) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated in each case in respect of the Acquisition or the acquisition by any member of the Wider Aquarius Group of any shares in, or control of, Ridge and, save as Disclosed, all other necessary statutory or regulatory obligations in any relevant jurisdiction having been complied with by the Wider Ridge Group; iii. all authorisations, orders, grants, recognitions, confirmations, licences, consents, clearances, permissions and approvals (together "Authorisations") reasonably necessary for the implementation of the Acquisition having been obtained in terms and in a form reasonably satisfactory to Aquarius from appropriate Relevant Authorities or from any persons or bodies with whom any member of the Wider Ridge Group has entered into contractual arrangements; and iv. such Authorisations together with all material Authorisations necessary for any member of the Wider Ridge Group to carry on its business remaining in full force and effect and no notice of any intention to revoke, suspend, restrict or modify or not to renew any of the same having been made at the time at which the Scheme becomes effective;

g. save as Disclosed, there being no provision of any agreement, arrangement,

licence, permit or other instrument to which any member of the Wider Ridge Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject which, as a result of the making or implementation of the Acquisition or the acquisition or proposed acquisition by any member of the Wider Aquarius Group of any shares in, or change in the control or management of, Ridge or otherwise, would or might reasonably be expected to result in, to an extent which is or would be material, any of the following:

i. any monies borrowed by or any other indebtedness (actual or contingent) of any such member of the Wider Ridge Group becoming repayable or capable of being declared repayable immediately or earlier than the stated repayment date or the ability of such member to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn or inhibited; ii. the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member of the Wider Ridge Group or any such security interest (whenever arising or having arisen) becoming enforceable; iii. any assets or interest of, or any asset the use of which is enjoyed by, any such member of the Wider Ridge Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Ridge Group; iv. the interest or business of any such member of the Wider Ridge Group in or with any other person, firm or company (or any agreements or arrangements relating to such interest or business) being terminated or adversely affected; v. any such member of the Wider Ridge Group ceasing to be able to carry on business under any name under which it presently does so; vi. the value of any such member of the Wider Ridge Group or its financial or trading position or prospects being prejudiced or adversely affected; vii. any liability of any member of the Wider Ridge Group to make any severance, termination, bonus or other payment to any of the directors or the officers; viii. any such agreement, arrangement, licence or other instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or any onerous obligation arising or any adverse action being taken or any obligation or liability arising thereunder; or ix. the creation of any liabilities (actual or contingent) by any such member of the Wider Ridge Group;

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Ridge Group is a party or by or to which any such member or any of its assets may be bound or be subject, could reasonably be expected to result in any of the events or circumstances as are referred to in subparagraphs (i) to (ix) of this condition (g) in any case which is or would be material;

h. except as Disclosed, no member of the Wider Ridge Group having since 31 December 2008: i. i. save as between Ridge and wholly-owned subsidiaries of Ridge and save for Scheme Shares issued pursuant to the Ridge Share Schemes or options granted or awards of shares thereunder, issued or agreed to issue or authorised the issue or grant of additional shares of any class, or securities, or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities; ii. recommended, declared, paid or made any bonus issue, dividend or other distribution, whether payable in cash or otherwise, other than a distribution by any wholly-owned subsidiary of Ridge to Ridge or another wholly-owned subsidiary of Ridge; iii. save for intra-Ridge Group transactions, implemented or authorised any merger or demerger or other than in the ordinary course of business, acquired or disposed of or transferred, mortgaged or charged, or created any other security interest over, any material asset or any right, title or interest in any material asset or authorised, proposed or announced its intention to propose the same; iv. implemented or authorised any material reconstruction, amalgamation, scheme or other transaction or arrangement; v. save as between Ridge and wholly-owned subsidiaries of Ridge, purchased, redeemed or repaid any of its own shares or other securities or reduced or, save in respect of the matters referred to in sub-paragraph (i) above, made or authorised any other change in its share capital; vi. issued or authorised the issue of any debentures or save for intra-Ridge Group transactions and other than in the ordinary course of business made or authorised any change in its loan capital or incurred or increased any indebtedness or liability (actual or contingent) or proposed to do any of the foregoing; vii. entered into, varied or terminated, or authorised the entry into, variation or termination of, any contract, transaction, commitment or arrangement (whether in respect of capital expenditure or otherwise), otherwise than in the ordinary course of business, which is of a long term, onerous or unusual nature or magnitude or which involves or could involve an obligation of a nature or magnitude which is, in any such case, material; viii. save as between Ridge and wholly-owned subsidiaries of Ridge, entered into any contract, commitment or arrangement which would be restrictive on the business of the Wider Ridge Group other than to a nature and extent which is normal in the context of the business concerned; ix. been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; x. other than in respect of a company which is dormant and was solvent at the relevant time, taken any corporate action or had any steps taken or legal proceedings started or threatened against it or petition presented or order made for its winding-up (voluntary or otherwise), dissolution or reorganisation (or for any analogous proceedings or steps in any jurisdiction) or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer (or for the appointment of any analogous person in any jurisdiction) of all or any of its assets and revenues; xi. save as between Ridge and wholly-owned subsidiaries of Ridge, waived, compromised or settled any material claim; xii. entered into or varied the terms of any service agreement or arrangement with any senior executive of Ridge or any member of the Wider Ridge Group which is material in the context of the business of any member of the Wider Ridge Group or entered into or varied the terms of any service agreement or arrangement with any director of any member of the Wider Ridge Group; xiii. made or agreed or consented to (other than in connection with the Scheme) any alteration to its memorandum or articles of association or other incorporation documents; xiv. modified or agreed to modify the terms of any of the Ridge Share Schemes; xv. made or consented to any change to the terms of the trust deeds or rules constituting the pension schemes established for its directors and/or employees and/or their dependants or to the benefits which accrue, or to the pensions which are payable thereunder, or to the basis on which qualification for or accrual or entitlement to such benefits or pensions are calculated or determined, or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to, any change to the trustees in each case where the consequence would be material; xvi. proposed, agreed to provide or modified in any respect the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Ridge Group to the extent material; or xvii. entered into any contract, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) with respect to, or proposed or announced any intention to effect or propose, any of the transactions, matters or events referred to in this condition (h) and which is material; i. save as Disclosed, since 31 December 2008: j. i. no material adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider Ridge Group; ii. no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider Ridge Group or to which any member of the Wider Ridge Group is or may become a party (whether as plaintiff or defendant or otherwise) and no enquiry or investigation by or complaint or reference to any Relevant Authority or other investigative body against or in respect of any member of the Wider Ridge Group having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of any member of the Wider Ridge Group which, in any such case, would or might reasonably be expected to be materially adverse; iii. no contingent or other liability having arisen which would or might reasonably be expected to materially adversely affect the business, assets, financial or trading position or profits or prospects of any member of the Wider Ridge Group which is material; and iv. no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Ridge Group, which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is material; j. Aquarius not having discovered: k. i. save as Disclosed that any financial, business or other information concerning the Wider Ridge Group publicly disclosed at any time by any member of the Wider Ridge Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make the information contained therein not materially misleading; ii. save as Disclosed that any member of the Wider Ridge Group or any partnership, company or other entity in which any member of the Wider Ridge Group has a significant economic interest and which is not a subsidiary undertaking of Ridge is subject to any material liability, contingent or otherwise, which is not disclosed in the annual report and accounts of Ridge for the year ended 31 December 2008; iii. save as Disclosed that any past or present member of the Wider Ridge Group has failed to comply with any applicable legislation or the regulations of any jurisdiction or any notice or requirement of any Relevant Authority with regard to the use, storage, treatment, transport, handling, disposal, discharge, spillage, release, leak or emission of any waste or hazardous or harmful substance or any substance likely to impair the environment or harm human or animal health or otherwise relating to environmental matters or human health or that there has otherwise been any such use, storage, treatment, transport, handling, disposal, discharge, spillage, release, leak or emission (whether or not the same constituted non-compliance by any person with any such legislation or regulation, and whenever or wherever the same may have taken place), any of which non-compliance would be likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Wider Ridge Group which, in each case, is material; iv. save as Disclosed that there is or is likely to be any material obligation or liability (whether actual or contingent) of any member of the Wider Ridge Group to make good, repair, re-instate or clean up any property now or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Ridge Group under any environmental legislation, regulation, notice, circular, order or other requirement of any Relevant Authority in any jurisdiction; or v. any information which affects the import of any information disclosed to Aquarius at any time by or on behalf of the Wider Ridge Group and which is material.

3. Aquarius reserves the right to waive all or any of conditions 2(a) to (j)

inclusive, in whole or in part. Aquarius shall be under no obligation to waive or treat as fulfilled any of conditions 2(a) to (j) inclusive by a date earlier than the date specified in condition 1 above for the fulfilment thereof notwithstanding that the other conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

4. If Aquarius is required by the Takeover Panel to make an offer for any

Ridge Shares under Rule 9 of the Takeover Code, Aquarius may make such

alterations to the above conditions as are necessary to comply with that

Rule.

5. The Acquisition will lapse and the Scheme will not proceed (unless the

Takeover Panel otherwise consents) if the acquisition of Ridge is referred

to the Competition Commission before the date of the Court Meeting.

6. Aquarius reserves the right to elect to implement the Acquisition by way of

an Offer. In such event, such Offer will be implemented on the same terms (subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent. (or such lesser percentage as Aquarius may, subject to compliance with the Takeover Code, decide) of the shares to which such offer relates and of the voting rights carried by those shares), so far as applicable, as those which would apply to the Scheme.

7. If the Scheme is effected Scheme Shareholders will be deemed to have

confirmed to the Company that the Scheme Shares held by them are fully paid

and free from all liens, charges, equitable interests, encumbrances, rights

of pre-emption and any other rights and interests of any nature whatsoever.

8. For the purpose of these conditions:

9. "Disclosed"means disclosed in: (i) any public announcement by Ridge to a Regulatory Information Service on or before 6.00pm on 25 March 2009 or (ii) the report and accounts of Ridge for the financial year ended 31 December 2008; "FSA" means the UK Financial Services Authority acting in its capacity as competent authority for the purposes of Part VI of the FSMA and in the exercise of its functions in respect of the admission of securities to the Official List otherwise than in accordance with Part II of the FSMA; "FSMA" means the UK Financial Services and Markets Act 2000, as amended (including any regulations made pursuant thereto); "Main Market" means the main market of the London Stock Exchange; "subsidiary undertaking", "subsidiary" have the meanings given by the 2006 "associated undertaking" and Act; "undertaking" "Wider Aquarius Group" means Aquarius, its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which Aquarius and such undertakings (aggregating their interests) have a direct or indirect interest of 20 per cent. or more of the voting or equity capital or the equivalent; and "Wider Ridge Group" means Ridge, its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which Ridge and such undertakings (aggregating their interests) have a direct or indirect interest of 20 per cent. or more of the voting or equity capital or the equivalent. APPENDIX II BASES AND SOURCES * The value of Ridge of £96 million as implied by the Price is based upon the present number of Ridge Shares in issue of 92,065,533. The value of Ridge of £136 million as implied by the Price is based upon a number of Ridge Shares of 129,868,033, which includes 92,065,533 Ridge Shares in issue on 22 May 2009 (excluding those held in treasury), and assumes that all the options and warrants over Ridge Shares that are in the money at the Price were exercised. In the event that all the options and warrants over Ridge Shares that are in the money at the Price were exercised, there would also be an additional cash inflow of £25 million into Ridge. * The ownership of the Ridge Shareholders in the enlarged issued share capital is based upon the number of outstanding Aquarius Shares in issue post the Equity Capital Raising and the Convertible Bond Issue of 414,917,371. * The premia implied by the Price have been calculated based on closing Ridge Share prices supplied by Datastream. * Unless otherwise stated, the financial information relating to Aquarius and Ridge has been extracted without material adjustment from the respective published audited reports and accounts for the relevant periods. * The GBP-ZAR exchange rate of 13.218 is based on the spot exchange rate as at 22 May 2009. * The US Dollar-ZAR exchange rate of 8.305 is based on the spot exchange rate as at 22 May 2009. * The GBP-US Dollar exchange rate of 1.592 is based on the spot exchange rate as at 22 May 2009. * The Sheba's Ridge ounces have been based on 3E (Pt, Pd, Au) as defined in the JORC compliant Reserve and Resource statement, audited by SRK Consulting. All mineral resource and mineral reserve estimates for Aquarius mines have been audited by an independent Competent Person: F.H. (Ina) Cilliers (M.Sc, Pr. Sci. Nat. 400032/02, GSSA 965781) of Mercilheim Geological Services. Ina Cilliers has 21 years' experience in the mining industry, of which 12 years have been in platinum mining. APPENDIX III DEFINITIONS The following definitions apply throughout this announcement, unless thecontext requires otherwise."1985 Act" the Companies act 1985 (as amended) "2006 Act" the Companies Act 2006 "Acquisition" the acquisition of the entire issued and to be issued share capital of Ridge, and for the avoidance of doubt includes an acquisition by way of the Scheme or by way of an Offer "Acts" together the 1985 Act and the 2006 Act "AIM" the AIM market of the London Stock Exchange "American Depository Receipt" certificate issued by US banks to facilitate trading for US shareholders in the shares of non-US companies "Aquarius" Aquarius Platinum Limited "Aquarius Group" Aquarius and its subsidiaries, subsidiary undertakings, associated undertakings and any other undertakings in which Aquarius and/or such subsidiaries or undertakings (aggregating their interests) have a substantial interest "Aquarius Shareholders" or holders of Aquarius Shares "Shareholders" "Aquarius Shares" ordinary shares of Aquarius with US$0.05 par value in issue "Australia" the commonwealth of Australia, its territories and possessions and all areas subject to its jurisdiction and all political sub divisions thereof "Australian Securities Exchange" or Australian Securities Exchange (ASX) "ASX" Limited, or the stock exchange conducted by ASX Limited, as the context requires "Blue Ridge Mine" the PGM mine owned by Blue Ridge Platinum Pty Limited, of which Ridge owns 50 per cent. "Blue Ridge Platinum" Blue Ridge Platinum (Pty) Limited "Blue Ridge Term Lenders" the IDC and the DBSA "Bridge Facility" the senior secured bridge funding facility of ZAR 200 million, plus raising and legal costs, entered into on 13 May 2009 by Blue Ridge Platinum with RMB, repayable by 31 December 2009 "Business Day" a day on which the London Stock Exchange is open for the transaction of business "Capital Raising Prospectus" the prospectus relating to Aquarius and the Equity Capital Raising prepared in accordance with the Prospectus Rules and Listing Rules made under Part VI of the Financial Services and Markets Act 2000

"City Code", "Takeover Code" or "Code" the City Code on Takeovers and Mergers

"Competition Commission" the body corporate known as the Competition Commission as established under section 45 of the UK Competition Act 1998, as amended "Convertible Bond Issue" the issue of floating rate senior secured convertible registered bonds by Aquarius to raise ZAR 650,000,000, announced on 26 March 2009 "Court" the High Court of Justice in England and Wales "Court Meeting" the meeting (including any adjournment thereof) of the Ridge Shareholders (or the relevant class or classes thereof) convened under an order of the Court under Section 896 of the 2006 Act for the purposes of considering and, if thought fit, approving the Scheme (with or without amendment)

"Court Order" or "Court Orders" the order or orders of the Court

sanctioning the Scheme and confirming the cancellation of the Scheme Shares and the cancellation of the Sterling Shares "CREST" the relevant system (as defined in the CREST Regulations) of which Euroclear is the Operator (as defined in the CREST Regulations) "CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) "DBSA" the Development Bank of Southern Africa Limited reconstituted and incorporated in accordance with Section 2 of the Development Bank of Southern Africa Act 13 of 1997 "Depository" Computershare Investor Services PLC "Effective Date" the date on which the Scheme becomes effective by registration of the Court Order in relation to the cancellation of the Scheme Shares by the Registrar of Companies or, if Aquarius elects to implement the Acquisition by way of the Offer, such Offer becoming or being declared unconditional in all respects "Equity Capital Raising" or "Capital the equity raising by Aquarius Raising" through: (i) the placing of new Aquarius Shares; and (ii) the issue of rights over new Aquarius Shares, which together raised US$191 million of new equity capital, announced on 26 March 2009 "First Extension Period" the extension period of three months, granted by Aquarius, for the repayment of the Bridge Facility in the event that Blue Ridge Platinum cannot repay the loan on or before 31 December 2009 "General Meeting" the general meeting of the Ridge Shareholders to be convened in connection with the Scheme "GMT" Greenwich Mean Time "IDC" the Industrial Development Corporation of South Africa Limited, a body corporate created under Section 2 of the Industrial Development Act, No 22 of 1940 "Imbani Platinum SPV" Imbani Platinum SPV (Pty) Limited "Implementation Agreement" the agreement between Ridge and Aquarius dated 26 March 2009 relating to, amongst other things, the implementation of the Scheme, further details of which are set out in paragraph 17 of this announcement

"Independent Ridge Directors" the directors of Ridge from time to

time, excluding Peter Ledger, non-executive director of Ridge and Aquarius Platinum (South Africa) (pty) Ltd (a wholly-owned subsidiary of Aquarius)

"Johannesburg Stock Exchange" or "JSE" JSE Limited, a public company

incorporated with limited liability under the laws of the Republic of South Africa, with registration number 2005/022939/06 and licensed as an exchange under the South African Securities Services Act, No 36 of 2004, as amended, often referred to as the ``Johannesburg Stock Exchange'' "Lazard" Lazard & Co., Limited

"London Stock Exchange" or "LSE" London Stock Exchange plc or its

successor "New Aquarius Shares" the Aquarius Shares proposed to be issued (or delivered in full or in part from treasury stock) and credited as fully paid pursuant to the Acquisition "Non-Solicitation Agreement" the agreement between Ridge and Aquarius dated 10 March 2009 relating to, amongst other things, restrictions on Ridge soliciting any person with a view to a Third Party Transaction taking place, further details of which are set out in paragraph 17 of this announcement "Offer" should Aquarius elect to effect the Acquisition by way of a takeover offer, the offer to be made by or on behalf of Aquarius for all of the Ridge Shares on the terms and subject to the conditions to be set out in the related Offer Document and form of acceptance including, where the context requires, any subsequent revision, variation, extension or renewal thereof "Offer Document" should Aquarius elect to effect the Acquisition by way of a takeover offer, the document which would be dispatched by Aquarius to the Aquarius Shareholders with respect to such Offer "Official List" the official list of the UK Listing Authority "Panel" or "Takeover Panel" the UK Panel on Takeovers and Mergers "PGM" Platinum Group Metals, including the four elements: platinum, palladium, rhodium and gold "PLUS" PLUS Markets plc, a small & mid-cap stock exchange in London "Pre-Conditions" (i) the Equity Capital Raising and the Convertible Bond Issue becoming wholly unconditional and completing and Aquarius receiving not less than US$185 million in immediately available cleared funds pursuant thereto; and (ii) the arrangement, on terms satisfactory to Aquarius acting reasonably in its absolute discretion, of sufficient bridge funding for the continued operation of the Blue Ridge Mine "Price" the amount of 104.4 pence for each Ridge Share, based on 287 pence per Aquarius Share, being the closing price on the London Stock Exchange on 22 May 2009, the last practicable date prior to this announcement "Proposals" the proposed acquisition of the Ridge Shares by Aquarius to be effected by means of the Scheme (or, should Aquarius so elect, by means of an Offer) "Rand Merchant Bank" or "RMB" Rand Merchant Bank, a division of FirstRand Bank Limited "RBC Capital Markets" a trading name of Royal Bank of Canada Europe Limited "Registrar of Companies" the Registrar of Companies in England and Wales "Ridge" Ridge Mining plc, a company incorporated in England and Wales with registration number 354005 "Ridge Board" the board of directors of Ridge "Ridge Directors" the directors of Ridge from time to time "Ridge Shareholders" or "Shareholders" holders of Ridge Shares "Ridge Share Schemes" the Cluff (Ridge) Mining Limited Approved Share Option Scheme 1999, the Cluff (Ridge) Mining Limited Executive Share Option Scheme 1999 (incorporating the Unapproved Scheme), the TAW Share Option Scheme 2001, the Ridge Mining General Share Option Plan 2004, the Ridge Mining Employee Share Option Plan 2004 (Non-EMI), the Ridge Mining Employee Share Option Plan 2004 (EMI), the Ridge Executives' Deferred Bonus Plan 2007 and the Ridge Employee Incentive Plan "Ridge Shares" ordinary shares of Ridge with US$0.05 par value in issue

"Scheme" or "Scheme of Arrangement" the Scheme of Arrangement proposed to

be made under Part 26 of the 2006 Act between Ridge and Ridge Shareholders, to be set out in full in the Scheme Document, with or subject to any modification, addition or condition approved or imposed by the Court "Scheme Document" the circular in respect of the Scheme to be despatched to Ridge Shareholders and others, setting out amongst other things, the full terms and conditions to implementation of the Scheme as well as the Scheme itself and the notice of meeting of each of the Court Meeting and the General Meeting "Scheme Record Date" means 6.00pm (London time) on the Business Day immediately preceding the Effective Date "Scheme Shareholders" holders of Scheme Shares "Scheme Shares" all Ridge Shares which are (i) in issue at the date of the Scheme Document; (ii) (if any) issued after the date of the Scheme Document and before the Voting Record Time; or (iii) (if any) issued on or after the Voting Record Time, on terms that the holder thereof shall be bound by the Scheme, or in respect of which the original or any subsequent holder thereof agrees in writing to be bound by the Scheme "Second Extension Period" the further extension period of three months after the First Extension Period, granted by Aquarius, for the repayment of the Bridge Facility in the event that Blue Ridge Platinum cannot repay the Bridge Facility within the First Extension Period "Securities Act" the United States Securities Act of 1933 as amended and the rules and regulations promulgated thereunder "Sterling Shares" the 50,000 non-voting non-dividend bearing shares of £1 each in the capital of Ridge, each of which is 25 per cent. paid up "South African Competition the South African Competition Authorities" Commission, the Competition Tribunal and the Competition Appeal Court established in terms of sections 19, 26 and 36 respectively of the Competition Act No. 89 of 1998 "Third Party Transaction" (i) any offer (construed in accordance with the Code and whether or not subject to pre-conditions), possible offer, proposal or indication of interest from, or on behalf of, any person other than Aquarius or any person acting in concert with Aquarius, with a view to such person, directly or indirectly, acquiring (in one transaction or a series of transactions) 30 per cent. or more of the issued share capital of Ridge or a material part of Ridge's business or assets; or (ii) the entering into, by any member of Ridge's group, of any transaction or series of transactions howsoever implemented that would be reasonably likely to preclude, impede, delay or prejudice the implementation of the Acquisition

"UK Listing Authority" or "UKLA" the Financial Services Authority in

its capacity as the competent authority for listing in the United Kingdom under Part VI of the Financial Services and Markets Act 2000

"Uncertificated Ridge Shareholders" Scheme Shareholders whose Scheme

Shares are held in stock accounts in CREST "United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland "VAT" value added tax in the UK including any similar tax which may be imposed in place thereof in the UK from time to time "Voting Record Time" the time and date specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined, expected to be 6.00 p.m. (GMT) on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the day which is two days before the date of such adjourned Court Meeting

"£","GBP", "sterling" and "pence" the lawful currency of the UK

"$", "US$", "USD" and "US dollars" United States dollars, the lawful

currency of the United States

"ZAR", "Rand" and "South African Rand" the lawful currency of South Africa

For the purposes of this announcement "holding company", "subsidiary" and "subsidiary undertaking" will have the respective meanings given to them in the 1985 Act or the 2006 Act, as applicable.

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