Interim Results for six months ended 31 March 2016

THARISA PLC

Incorporated in the Republic of Cyprus with limited liability

Registration number: HE223412

JSE share code: THA

LSE share code: THS

ISIN: CY0103562118

REVIEWED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months ended 31 March 2016

Corporate information

THARISA PLC

Incorporated in the Republic of Cyprus with limited liability

Registration number: HE223412

JSE share code: THA

LSE share code: THS

ISIN: CY0103562118

REGISTERED ADDRESS

Office 108 - 110

S. Pittokopitis Business Centre

17 Neophytou Nicolaides and Kilkis Streets

8011 Paphos

Cyprus

POSTAL ADDRESS

PO Box 62425

8064 Paphos

Cyprus

WEBSITE

www.tharisa.com

DIRECTORS OF THARISA

Loucas Christos Pouroulis (Executive Chairman)

Phoevos Pouroulis (Chief Executive Officer)

Michael Gifford Jones (Chief Finance Officer)

John David Salter (Lead Independent non-executive director)

Antonios Djakouris (Independent non-executive director)

Omar Marwan Kamal (Non-executive director)

Brian Chi Ming Cheng (Non-executive director)

Carol Bell (Independent non-executive director)

Joanna Ka Ki Cheng (Alternate non-executive director)

JOINT COMPANY SECRETARIES

Lysandros Lysandrides

26 Vyronos Avenue

1096 Nicosia

Cyprus

Sanet de Witt

Eland House, The Braes

3 Eaton Avenue

Bryanston

Johannesburg 2021

South Africa

Email: [email protected]

INVESTOR RELATIONS

Sherilee Lakmidas

Eland House, The Braes

3 Eaton Avenue

Bryanston

Johannesburg 2021

South Africa

Email: [email protected]

TRANSFER SECRETARIES

Computershare Investor Services Proprietary Limited

Registration number: 2004/003647/07

70 Marshall Street

Johannesburg 2001

(PO Box 61051 Marshalltown 2107)

South Africa

Cymain Registrars Limited

Registration number: HE174490

26 Vyronos Avenue

1096 Nicosia

Cyprus

JSE SPONSOR

Investec Bank Limited

Registration number: 1969/004763/06

100 Grayston Drive

Sandown

Sandton 2196

(PO Box 785700 Sandton 2146)

South Africa

BROKERS

Peel Hunt

Moore House

120 London Wall

EC 2Y 5ET

AUDITORS

KPMG Limited (Cyprus)

Registration number: HE132527

14 Esperidon Street

1087 Nicosia

Cyprus

Introduction

Tharisa is an integrated resource group incorporating mining and the

processing, beneficiation, marketing, sales and logistics of PGM and

chrome concentrates.

Mission

To maximise shareholder returns

through innovative exploitation of

mineral resources in a responsible

manner

Values

- The safety and health of our

people is a priority

- We take responsibility for the

effect that our operations may

have on the environment

- We are committed to the

upliftment of our local

communities

- We conduct ourselves with

integrity and honesty

- We strive to achieve superior

returns for our shareholders

- We originate new opportunities

and will continue to challenge

convention through innovation

Strategic initiatives

- Implementation of optimisation

initiatives to maximise value extraction

- Growth through innovative research

and development

- Growth through accretive acquisition,

development and operation of large

scale and low cost projects that are in

or close to production

- Leveraging off the established platform

for expansion into multi-commodities

with geographic diversity

- Capital discipline with a dividend

policy of 10% on NPAT and capital

allocation to low risk projects

HIGHLIGHTS H1 2016

PGM PRODUCTION

(6E)

UP 4.5%

60.0 koz

(2015: 57.4 koz)

PGM PRICES

DOWN 27.4%

US$686/oz

(2015: US$945/oz)

REVENUE

DOWN 30.5%

US$86.0m

(2015: US$123.7m)

NET CASH FLOWS FROM

OPERATING ACTIVITIES

UP 18.2%

US$18.2m

(2015: US$15.4m)

ALL IN COST PGM OZ*

DOWN 10.9%

US$492/oz

(2015: US$552/oz)

* including non-cash flow items excluding

financing and capital expenditure

CHROME CONCENTRATE

PRODUCTION

UP 7.3%

604.4 kt

(2015: 563.3 kt)

CHROME PRICES

DOWN 32.1%

US$106/t

(2015: US$156/t)

GROSS PROFIT MARGIN

UP 6.2%

24.6%

(2015: 18.4%)

HEADLINE PROFIT PER SHARE

US$1 cent

(2015: US$1 cent)

ALL IN COST CHROME TONNE*

DOWN 32.9%

US$102/t

(2015: US$152/t)

* including non-cash flow items excluding

financing and capital expenditure

GROUP STATISTICS

* Net of the debt service reserve account

The percentage change for changes in percentage numbers is calculated as the difference between the comparable period percentage

and the current period percentage.

INTERIM MANAGEMENT REPORT

DEAR SHAREHOLDER

Tharisa has delivered on its commitments with exceptional

performance in challenging times. In the six months ended

31 March 2016, the Group again demonstrated how its low

cost business model ensures it can withstand a commodity

price downturn and still deliver robust operational and

financial results.

The first half of FY2016 was a milestone period for

Tharisa with the Company moving closer to steady state

production. Production milestones included:

- reef mining exceeded the steady state required run

rate of 4.8 Mtpa on an annualised basis in Q2 FY2016;

- mill throughput performing at nameplate design

capacity of 400 ktpm;

- contained PGM production on a 6E basis of 144.0 koz

(on an annualised basis in Q2 FY2016) moving closer to

revised steady state target of 147.4 kozpa; and

- increase of specialty chrome production from 10.1% to

17.5% of chrome concentrate production.

Post the half-year results, Tharisa listed on the main board

of the London Stock Exchange under the ticker THS. The

secondary listing increases Tharisa's international profile,

opens up access to a wider pool of investors and will

improve trading liquidity by facilitating the participation

of UK and European investors in the Company. Tharisa's

primary listing remains on the JSE.

The six months under review were characterised by a

challenging macroeconomic environment, where global

commodity prices declined materially before recovering

towards the end of the second quarter. The average PGM

basket price (on a 6E basis) for the six-month period was

US$686/oz, a decline of 27.4% relative to the comparable

period. Similarly, the average metallurgical grade chrome

concentrate price for the six-month period was US$106/t, a

decline of 32.1% relative to the comparable period.

While the macroeconomic conditions are outside the

control of the Group, Tharisa's continued focus on achieving

steady state production yielded positive production results

with a 4.5% increase in production of PGM contained metal

on a 6E basis of 60.0 koz and a 7.3% increase in chrome

concentrate production of 604.4 kt. With the release of the

updated Competent Person's Report dated 31 December

2015, steady state PGM production on a 6E basis was

increased to 147.4 kozpa while chrome concentrate steady

state production was revised to 1.33 Mtpa.

Safety remains a top priority and Tharisa continues to strive

for zero harm at its operations. Tharisa achieved a Lost

Time Injury Frequency Rate (LTIFR) of 0.3 per 200 000

man hours worked at 31 March 2016. This is among the

lowest LTIFRs in the PGM and chrome industries in South

Africa. Tharisa continues to implement appropriate risk

management processes, strategies, systems and training to

promote a safe working environment for all facilitated by

the opening of the Group's new training centre.

The Group reported a profit before tax of US$4.5 million

for the interim period with net cash flows from operating

activities of US$18.2 million, an improvement of 18.3%.

Tharisa continues to strengthen its competitive position,

benefiting from the shallow open pit and large scale

co-production of PGMs and chrome concentrates.

OPERATIONAL OVERVIEW

MINING

The Tharisa Mine is unique in that it mines multiple

mineralised layers with different, but defined, PGM and

chrome contents. The mine is a large-scale open pit with

a life of mine of up to 20 years and the potential to extend

the mine by a further 40 years by mining underground.

During the six months under review, 2.4 Mt of ore at an

average grade of 1.68 g/t PGMs on a 6E basis and 18.4%

chrome was mined. Tharisa needs to mine 4.8 Mtpa ROM

to produce at steady state levels of 147.4 kozpa of PGMs

and 1.33 Mtpa of chrome concentrates.

A number of section 54 safety related instructions in Q1

FY2016 adversely impacted on mining production during

the period resulting in the ROM stockpiles being depleted

and impacting on the feed grade into the processing plants.

ROM stock piles have subsequently been rebuilt with 212 kt

of ROM stock and crushed ore being available ahead of the

processing plants as at 31 March 2016.

The focus on opening up access to the full mining strike

length and the benefits of maintaining the correct multi-

reef layer profile are being realised and this contributed to

providing stable feed grades for processing.

PROCESSING

Tharisa has two processing plants - the Genesis and

Voyager standalone concentrator plants - which have

a combined nameplate capacity of 400 ktpm ROM. The

Genesis Plant incorporates the Challenger Plant on the

feed circuit for the extraction of specialty grade chrome

concentrates principally from natural fines.

During the six-month period, 2.2 Mt of reef was processed

through the two plants producing 60.0 koz of contained

PGMs on a 6E basis and 604.4 kt of chrome concentrates.

The chrome processing circuit of the Voyager Plant

was successfully modified to facilitate an increase in

the production of higher value specialty grade chrome

concentrates. Of the 604.4 kt of chrome concentrates

produced, 105.8 kt or 17.5% of total chrome concentrate

production was specialty grade chrome concentrates - up

from 10.1% for the comparable period.

Plant throughput equated to 91.5% of combined nameplate

capacity of the plants.

Overall PGM recovery was at 65.0%, an improvement

of 1.9% on the H1 FY2015 PGM recovery of 63.1%, and

demonstrates the benefits of stability in the plant feed

grades and the increase in competent ores being processed

with a lower feed of "weathered" ore. The target recovery

remains at 70.0%.

The average chrome recovery across all plants was 62.8%,

a 6.1% improvement from the 56.7% recovery recorded for

H1 FY2015 and bringing chrome recoveries within reach of

the 65.0% target.

Production of both PGMs and chrome concentrates is

expected to continue to increase as the Group achieves its

steady state levels.

There are a number of optimisation initiatives currently

being evaluated with a focus on improving chrome

recoveries and increasing PGM recoveries even further.

COMMODITY MARKETS AND SALES

* Blended average of foundry and chemical grades excluding

the cost of sea freight

Both PGM and chrome concentrate commodity prices

remained under pressure with the chrome commodity

price, in particular, being affected by the devaluation of the

Renminbi against the US$ and the slowdown in the Chinese

economy. The average US$ PGM contained metal basket

price decreased by 27.4% and metallurgical grade chrome

concentrate contract price declined by 32.1% relative to

the comparable period's average prices. The average ZAR

weakened 30.4% relative to the US$ over the period. As

the cost base of Tharisa Minerals is mainly in ZAR, the

weakening of the ZAR partially offset the decline in US$

commodity prices.

PGM production continued to be sold to Impala Refining

Services under the off-take agreement and a total of

59.1 koz was sold during the period. The Tharisa Mine's

PGM prill split is significant in terms of platinum content at

56.1%, contributing to a favourable PGM basket price being

realised by Tharisa.

As a result of the depressed chrome prices, Tharisa elected

to defer product sales in December 2015, preferring to

rather wait for higher prices. Prices began recovering after

the Chinese New Year in February 2016. In the interim,

Tharisa diversified its production to increase its production

of the higher value specialty grade chrome. This allowed the

Group to cushion itself to some extent from the steep fall

in metallurgical chrome prices. Chrome concentrate sales

totalled 481.7 kt.

LOGISTICS

The chrome concentrate destined for main ports in

China is shipped either in bulk from the Richards Bay Dry

Bulk Terminal or via containers from Johannesburg and

transported by road to Durban from where it is shipped.

The economies of scale and in-house expertise have

ensured that Tharisa's transport costs, a major cost to the

Group, remained competitive.

China remains the main market for chrome concentrates

and 381.9 kt of the metallurgical grade chrome concentrates

produced by the Tharisa Mine were sold on a CIF main

ports China basis. The majority was shipped in bulk with a

negligible quantity being shipped in containers.

Arxo Logistics has sufficient storage capacity at both the

Richards Bay Dry Bulk Terminal and the Durban container

port to manage the full production capacity of the Tharisa Mine.

Negotiations over a planned public private partnership with

Transnet for an on-site railway siding at the Tharisa Mine

are progressing well.

MINERAL RESOURCE AND MINERAL RESERVE

The Mineral Resource and Mineral Reserve Statement

has been updated by Coffey Mining (SA) (Pty) Ltd dated

31 December 2015. The Mineral Resource and Mineral

Reserve Statement has been prepared in accordance

with the requirements of the South African Code for the

Reporting of Exploration Results, Mineral Resources and

Mineral Reserves, 2009.

The Mineral Resource is estimated at 829.0 Mt with a 4E

PGM grade of 1.15 g/t and a chrome grade of 20.4%. The

total Mineral Reserve is tabled below.

Steady state production forecasts have been revised

from 144.0 kozpa to 147.4 kozpa of PGMs on a 6E basis

and from 1.5 Mt of chrome concentrates to 1.33 Mt of

chrome concentrates which includes 311.8 kt of specialty

chrome concentrates. With the improved optimisation

of the chrome processing spiral plant, the production of

higher value specialty chrome concentrates increases

from approximately 10.1% for the comparable period to

approximately 23.4% of chrome production at steady

state. This has resulted in the volumetric change of chrome

concentrate steady state production.

FINANCIAL OVERVIEW

Group revenue totalled US$86.0 million, a decrease

of 30.5% relative to the comparable period revenue of

US$123.7 million. This decrease in revenue was mainly

attributable to the reduction in the average PGM

contained metal basket price from US$945/oz to US$686/

oz - a decrease of 27.4% - and a weakening in the average

42% metallurgical grade chrome concentrate contract

price from US$156/t to US$106/t - a decrease of 32.1%.

The decrease in chrome commodity prices followed the

devaluation of the Renminbi relative to the US$ and the

slowdown in forecast global economic growth. During the

period of short-term chrome price volatility and the strong

downward trend in the price, the Group elected not to sell

at the reduced prices. This contributed to lower chrome

concentrate sales of 481.7 kt relative to the comparable

period sales of 520.5 kt - a decrease of 7.5%. Since the end

of the period under review, sales volumes have reverted

to previous levels with metallurgical chrome concentrate

prices for July 2016 delivery at US$150/t.

The PGM basket price has similarly recovered to

approximately US$715/oz.

Notwithstanding the reduction in revenue the gross

profit margin improved from 18.4% to 24.6% on increased

production volumes reducing the unit costs of production

for both PGMs and chrome concentrates and the increased

production and sales of higher value add specialty grade

chrome concentrates. Competitively priced freight costs

for bulk shipments of chrome concentrates also contributed

to the improved gross profit margins.

The segmental contribution to revenue and gross profit is

summarised in the following table (shared costs continue to

be allocated on an equal basis):

* Including non-cash flow items

** Including non-cash flow items excluding financing and

capital expenditure

* Including non-cash flow items

** Including non-cash flow items excluding financing and

capital expenditure

The PGM cash cost of sales per ounce (excluding selling

costs) for the period was US$376 (2015: US$408) and

for chrome concentrates the cash cost of sales per tonne

(excluding selling costs) for the period was US$46 (2015:

US$75). The cash unit costs have been calculated after

crediting the deferred stripping element i.e. the deferred

stripping has been treated as a non-cash flow item.

There has been no non-recurring or exceptional income

sources during the interim period.

The major constituents of the cash cost of sales of PGMs

and chrome concentrates are set out in the following graphs.

PGM cash cost of sales: 31 March 2016

Chrome cash cost of sales: 31 March 2016

After accounting for administrative expenses of

US$10.7 million (2015: US$10.7 million) the Group achieved

an operating profit of US$10.6 million, a reduction of 12.4%

relative to the comparable period operating profit of

US$12.1 million.

While the Group's cost base is mainly in ZAR (other than

for selling expenses) and the weakening of the ZAR relative

to the US$ benefited the Group from a cost reduction

perspective, certain "first time" costs were incurred

with the inaugural vesting of the share scheme awards to

employees and consultants with a charge of US$1.0 million

included in administrative expenses. The Company also

listed (secondary listing) on the London Stock Exchange

and professional fees for the listing of the Company were

incurred. The Group undertook a review of its costs and the

benefits of this review and the actions taken are still to be

reflected in the administrative costs as the upfront costs of

these actions were incurred in this reporting period.

EBITDA amounted to US$14.7 million (2015: US$17.9 million).

Finance costs principally relate to the senior debt facility

secured by Tharisa Minerals for the construction of the

Voyager Plant.

The tax charge amounted to US$1.4 million, an effective

charge of 30.7%, due primarily to disallowable charges being

incurred within the Group activities. The tax rate should

revert to a rate below 28.0% in the near term.

Foreign currency translation differences for foreign

operations, arising where the Company has funded the

underlying subsidiaries with US$ denominated funding and

the reporting currency of the underlying subsidiary is not in

US$, amounted to US$9.0 million (2015: US$13.9 million),

being directly related to foreign currency movements during

the period.

Basic and diluted earnings per share for the period remained

unchanged at US$0.01.

Interest-bearing debt as at 31 March 2016, totalled

US$51.8 million, resulting in a debt to total equity ratio of

29.8%. Off-setting the debt service reserve account amount

in respect of the senior debt facility of US$9.8 million,

reduces the debt to equity ratio to 24.2%. The long-term

targeted debt to equity ratio is 15.0%.

The Group complied with all the senior debt facility financial

covenants as at 31 March 2016 other than for the debt

service cover ratio. The lenders condoned the breach of

the debt service cover ratio which resulted, in part, from

the impact on production of the section 54 safety related

stoppages during Q1 FY2016, the fall in commodity prices

and reduced sales volumes of chrome concentrates.

The packing credit facility (chrome pre-shipment finance)

of US$12.5 million provided by the Group's bankers was

not renewed during the interim period, with the bankers

continuing to provide post shipment finance. The Group

continues to enter into appropriate chrome concentrate

pre-pay arrangements to part fund its working capital

requirements. As at 31 March 2016 outstanding deliveries

for approximately 80.8 kt of metallurgical and chemical grade

chrome concentrates were still due and the outstanding

amount for the chrome pre-pay, which is included in

trade and other payables, as at that date amounted to

US$6.4 million.

The Group is de-risked from a capital spend perspective

with a focus on stay in business capital with additions to

property, plant and equipment for the period amounting to

US$6.4 million, including an amount of US$3.1 million relating

to the capitalisation of deferred stripping. The depreciation

charge amounted to US$4.6 million (2015: US$5.4 million).

During the interim period the Group generated net cash

from operations of US$18.2 million (2015: US$15.4 million).

Cash on hand amounted to US$11.1 million (2015:

US$26.7 million). In addition, the Group holds US$9.8 million

in a debt service reserve account.

With the demonstrated ability to mine and process at the

required levels to achieve steady state production and the

recovery in the commodity prices subsequent to the interim

period, the "emphasis of matter" paragraph contained in the

audit report for the financial year ended 30 September 2015

has been removed.

PRINCIPAL BUSINESS RISKS

Material risks to the Group are those that substantially

affect the Group's ability to create and sustain value in the

short, medium and long term. Material risks determine

how the Group devises and implements its strategy since

each risk has the potential to impact the Group's ability to

achieve its strategic objectives. Each risk also carries with it

challenges and opportunities. The Group's strategy takes

into account known risks, but risks may exist of which the

Group is currently unaware. An overview of the material

risks which could affect the Group's operational and financial

performance was included in the Group's 2015 Annual

Report which is available on the Group's website. The

following risks have been identified which may impact the

Group over the next six months.

Regulatory compliance

In April 2016, the South African Government released a

draft reviewed Mining Charter for public comment. There

is no assurance that the Mining Charter will be adopted in

its draft form or revised again to inter alia, set new, higher or

different Historically Disadvantaged South Africans (HDSA)

or Black Economic Empowerment ownership targets, or that

the definition of persons who constitute HDSAs will not

be changed or substituted. If there is any future increase in

HDSA ownership targets or any change or substitution in

the definition of HDSAs, the Group may have to amend the

ownership structure of Tharisa Minerals in order to comply

with the new requirements.

The Group is required to comply with a range of Health

and Safety Laws and Regulations in connection with its

mining, processing and on mine logistics activities. Regular

inspections are conducted by the Department of Mineral

Resources to ensure compliance. Any perceived violation of

the Regulations could lead to a temporary shutdown of all or

a portion of the Group's mining operations.

Labour unrest in South Africa

Whilst labour relations are currently stable, the risk of

potential unrest remains particularly with the pending local

government elections scheduled for 3 August 2016 which

may contribute to heightened labour and community unrest

regionally.

In 2015, the Group concluded a collective agreement with

the National Union of Mineworkers, the majority trade

union at the Tharisa Mine, determining wage increases over

the next three years until June 2018.

Unscheduled breakdowns

The Group's performance is reliant on the consistent

production of PGM and chrome concentrates from the

Tharisa Mine. Any unscheduled breakdown leading to a

prolonged reduction in production may have a material

impact on the Group's financial performance and results of

operations.

Currency risk

The Group's reporting currency is US$. The Group's

operations are predominantly based in South Africa with a

ZAR cost base while the majority of the revenue stream is

in US$ exposing the Group to the volatility and movements

in the ZAR. Fluctuations in the US$ and ZAR may have a

significant impact on the performance of the Group.

Commodity prices

The Group's revenues, profitability and future rate of growth

depends on the prevailing market prices of PGMs and

chrome. A sustained downward movement in the market

price for PGMs and/or chrome may negatively affect the

Group's profitability and cash flows.

Financing and liquidity

The activities of the Group exposes it to a variety of financial

risks including market, commodity prices, credit, foreign

exchange and interest rate risks. The Group closely monitors

and manages these risks. Cash forecasts are regularly

updated and reviewed including sensitivity scenarios with

reference to the above risks.

BOARD APPOINTMENT

Tharisa welcomes Dr Carol Bell to the board as an

independent non-executive director with effect from

23 March 2016.

SUBSEQUENT MARKET CONDITIONS

Post the half-year results, both PGM and chrome concentrate

prices have recorded a recovery. By mid Q3 FY2016, the

PGM basket price was at approximately US$715/oz and

current chrome trading prices for July 2016 delivery were at

approximately US$150/t. At the same time, the ZAR to US$

exchange rate weakened to approximately ZAR15.0.

OUTLOOK

Tharisa's plans to reach steady state are materialising

and the Group continues towards achieving the targeted

recoveries required to maintain these production levels.

Tharisa expects continued strong operational performance

for the remainder of the year with a focus on improving

the ROM chrome grade and recoveries for both PGM and

chrome concentrates.

These interim results reinforce the Groups sustainable

competitive advantage of being a profitable co-producer of

PGM and chrome concentrates from a large scale, long life

open pit operation weathering commodity and exchange

rate volatility.

Tharisa would like to thank its team and directors for their

continued support in achieving these interim results.

Apart from the IFRS reviewed condensed consolidated

financial statements prepared for submission to the JSE,

the Group also needs to prepare reviewed condensed

consolidated financial statements for Cyprus regulatory

purposes which are in accordance with IFRS as adopted by

the EU. A number of new and revised IFRS standards and

interpretations have not yet been adopted by the EU while

the Group may elect to early adopt such interpretations

and standards in terms of IFRS. There are no numerical

differences in this regard.

STATEMENT BY THE MEMBERS OF THE

BOARD OF DIRECTORS AND THE

COMPANY OFFICIALS RESPONSIBLE FOR

THE DRAFTING OF THE CONDENSED

CONSOLIDATED INTERIM FINANCIAL

STATEMENTS ACCORDING TO THE CYPRUS

SECURITIES AND EXCHANGE COMMISSION

LEGISLATION

In accordance with sections 10(3)(c) and 10(7) of Law No.

190(I)/2007, as amended, providing for the transparency

requirements of issuers whose securities are admitted to

trading on a regulated market (the Transparency Law),

we, the members of the Board of Directors of Tharisa

plc, responsible for the preparation of the condensed

consolidated interim financial statements of Tharisa plc for

the period ended 31 March 2016, hereby declare that to the

best of our knowledge:

a) the condensed consolidated interim financial

statements for the period ended 31 March 2016:

- have been prepared in accordance with

International Accounting Standard 34: Interim

Financial Reporting and as stipulated for under

section 10(4) of the Transparency Law, and

- give a true and fair view of the assets and liabilities,

the financial position and profit or losses of

Tharisa plc and its undertakings, as included in

the condensed consolidated interim financial

statements as a whole; and

b) the adoption of a going-concern basis for the

preparation of the financial statements continues to

be appropriately based on the foregoing and having

reviewed the forecast financial position of the Group; and

c) the interim management report provides a fair review

of the information required by section 10(6) of the

Transparency Law.

Paphos

10 June 2016

SUMMARISED PRODUCTION DATA

INDEPENDENT AUDITORS' REVIEW REPORT ON

INTERIM FINANCIAL STATEMENTS

TO THE SHAREHOLDERS OF THARISA PLC

We have reviewed the condensed consolidated financial

statements of Tharisa plc,on pages 16 to 20 contained in the

accompanying interim report, which comprise the condensed

consolidated statement of financial position as at 31 March

2016, and the condensed consolidated interim statements of

profit or loss and other comprehensive income, changes in

equity and cash flows for the six months then ended, and

selected explanatory notes.

DIRECTORS' RESPONSIBILITY FOR THE

INTERIM FINANCIAL STATEMENTS

The directors are responsible for the preparation and

presentation of these interim financial statements in

accordance with the International Accounting Standard,

(IAS) 34 Interim Financial Reporting, and for such internal

control as the directors determine is necessary to enable the

preparation of interim financial statements that are free from

material misstatement, whether due to fraud or error.

AUDITORS' RESPONSIBILITY

Our responsibility is to express a conclusion on these interim

financial statements. We conducted our review in accordance

with International Standard on Review Engagements (ISRE)

2410, Review of Interim Financial Information Performed by the

Independent Auditor of the Entity. ISRE 2410 requires us to

conclude whether anything has come to our attention that

causes us to believe that the interim financial statements are

not prepared in all material respects in accordance with the

applicable financial reporting framework. This standard also

requires us to comply with relevant ethical requirements.

A review of interim financial statements in accordance with ISRE

2410 is a limited assurance engagement. We perform procedures,

primarily consisting of making inquiries of management and

others within the entity, as appropriate, and applying analytical

procedures, and evaluate the evidence obtained.

The procedures performed in a review are substantially less

than and differ in nature from those performed in an audit

conducted in accordance with International Standards on

Auditing. Accordingly, we do not express an audit opinion on

these financial statements.

CONCLUSION

Based on our review, nothing has come to our attention

that causes us to believe that the accompanying condensed

consolidated interim financial statements of Tharisa plc for

the six months ended 31 March 2016 are not prepared,

in all material respects, in accordance with IAS 34, Interim

Financial Reporting.

Maria A. Karantoni FCA

Certified Public Accountant and Registered Auditor

for and on behalf of

KPMG Limited

Certified Public Accountants and Registered Auditors

14 Esperidon Street

1087 Nicosia

Cyprus

10 June 2016

Condensed consolidated statement of profit or loss and other comprehensive income

for the six months ended 31 March 2016

The notes on pages 21 to 31 are an integral part of these financial statements.

Condensed consolidated statement of financial position

as at 31 March 2016

The condensed consolidated interim financial statements were authorised for issue by the board of directors on 10 June 2016.

The notes on page 21 to 31 are an integral part of these financial statements.

Condensed consolidated statement of changes in equity

for the six months ended 31 March 2016

The notes on pages 21 to 31 are an integral part of these financial statements.

Condensed consolidated statement of cash flows

for the six months ended 31 March 2016

The notes on pages 21 to 31j are an integral part of these financial statements.

Notes to the condensed consolidated interim financial statements

for the six months ended 31 March 2016

1. REPORTING ENTITY

Tharisa plc (the Company) is a company domiciled in Cyprus. These condensed consolidated interim financial statements

of the Company as at and for the six months ended 31 March 2016 comprise the Company and its subsidiaries (together

referred to as the Group). The Group is primarily involved in platinum group metals (PGM) and chrome mining,

processing, trading and the associated logistics.

2. BASIS OF PREPARATION

(a) Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with International

Financial Reporting Standards (IFRS), International Accounting Standard, IAS 34 Interim Financial Reporting, the

Listing Requirements of the JSE Limited and the Cyprus Companies Law, Cap. 113. Selected explanatory notes are

included to explain events and transactions that are significant to an understanding of the changes in financial position

and performance of the Group since the last annual consolidated financial statements as at and for the year ended

30 September 2015. These condensed consolidated interim financial statements do not include all the information

required for full annual consolidated financial statements, prepared in accordance with IFRS.

These condensed consolidated interim financial statements were approved by the Board of Directors on 10 June 2016.

(b) Functional and presentation currency

The condensed consolidated interim financial statements are presented in United States Dollars (US$) which is the

Company's functional currency and amounts are rounded to the nearest thousand.

(c) Going concern basis

The Group reported a profit before tax for the six months ended 31 March 2016 of US$4 469 thousand (2015:

US$7 063 thousand). However, the Group had a net current liability position as at that date of US$11 438 thousand

(2015: US$10 305 thousand). During this period commodity prices and in particular the metallurgical grade chrome

concentrate price reflected a marked decline following a devaluation of the Renminbi, the currency of the Group's

main chrome concentrate customers, and a slowdown in the global economic growth projections. Subsequent to

the reporting period, the chrome concentrate commodity prices have recovered to levels prevailing at the financial

year ended 30 September 2015 and the order book remains full. The decrease in the profit before tax was mainly

attributable to commodity prices notwithstanding the improved production levels with mining achieving the required

4.8 Mt ROM on an annualised basis for the quarter ended 31 March 2016 and with the processing facilities operating at

the design name plate capacity of 400 ktpm on an annualised basis.

With the demonstrated ability to mine and process at the required levels to achieve steady state production and the

recovery in the commodity prices, the financial statements have been prepared on the going concern basis. Should

the commodity prices, in Rand terms, come under renewed downward pressure the Group would require additional

working capital funding and the Group may be required to enter into further commodity pre pay arrangements,

arrange additional working capital loan facilities or undertake an issue of shares for cash to raise any shortfall in working

capital that may arise in such circumstances.

(d) New and revised International Financial Reporting Standards and Interpretations

As from 1 October 2015, the Group adopted all changes to International Financial Reporting Standards (IFRSs), which

are relevant to its operations. This adoption did not have a material effect on the accounting policies of the Group.

The following Standards, Amendments to Standards and Interpretations have been issued but are not yet effective for

annual periods beginning on 1 October 2015. The Board of Directors is currently evaluating the impact of these on

the Group.

Standards and Interpretations

- IFRS 9 ''Financial Instruments'' (effective the latest as from the commencement date of its first annual period

beginning on or after 1 January 2018).

- IFRS 10, IFRS 12 and IAS 28 (Amendments) "Investment Entities: Applying the Consolidation Exception" (effective

for annual periods beginning on or after 1 January 2016).

- IAS 1 (Amendments) "Disclosure Initiative" (effective for annual periods beginning on or after 1 January 2016).

- IFRS 11 (Amendments) ''Accounting for Acquisitions of Interests in Joint Operations'' (effective for annual periods

beginning on or after 1 January 2016).

- IFRS 14 ''Regulatory Deferral Accounts'' (effective the latest as from the commencement date of its first annual

period beginning on or after 1 January 2016).

- IFRS 15 ''Revenue from contracts with customers'' (effective for annual periods beginning on or after 1 January 2018).

- IAS 16 and IAS 41 (Amendments) "Bearer Plants" (effective for annual periods beginning on or after 1 January 2016).

- IAS 27 (Amendments) ''Equity method in separate financial statements'' (effective for annual periods beginning on

or after 1 January 2016).

- Annual Improvements to IFRSs 2012 2014 Cycle (effective the latest as from the commencement date of its first

annual period beginning on or after 1 January 2016).

- IAS 16 and IAS 38 (Amendments) "Clarification of acceptable methods of depreciation and amortisation"

(effective for annual periods beginning on or after 1 January 2016).

- IAS 7 (Amendments) "Disclosure Initiative" (effective for annual periods beginning on or after 1 January 2017).

- IAS 12 (Amendments) "Recognition of Deferred Tax Assets for Unrealised Losses" (effective for annual periods

beginning on or after 1 January 2017).

- IFRS 16 "Leases" (effective for annual periods beginning on or after 1 January 2019).

3. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies applied by the Group in these condensed consolidated interim financial statements are the

same as those applied by the Group in its audited consolidated financial statements as at and for the year ended

30 September 2015.

4. OPERATING Segments

The Group has two reportable segments, the PGM segment and the chrome segment. Information regarding the

results of each reportable segment is included below. Performance is measured based on segment revenue, cost of

sales and gross profit, as included in the internal management reports that are reviewed by the Group's management.

Segment revenue, cost of sales and gross profit, are used to measure performance as management believes that such

information is the most relevant in evaluating the results of each segment.

The overhead costs relating to the manufacturing of the PGM and the chrome concentrates are allocated to the

relevant products based on the relative sales value per product. The allocated percentage for chrome concentrates

and PGM concentrate accounted for the financial periods under review is 50% for each segment.

 Geographical information

The following table sets out information about the geographical location of the Group's revenue from

external customers. The geographical location analysis of revenue from external customers is based on the country

of establishment of each customer.

6. Tax 

Tax is recognised based on management's best estimate of the weighted average annual income tax rate expected for

the full financial year applied to the pre tax income of the interim period.

The Group's consolidated effective tax rate for the six months ended 31 March 2016 and 2015 was 31.0% and 31.0%

respectively.